QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • September 19th, 2006 • Willdan Group, Inc. • Services-engineering services • Delaware
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND IS A RESTRICTED SECURITY (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT). THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER.
Underwriting AgreementWilldan Group, Inc. • September 19th, 2006 • Services-engineering services • California
Wedbush Morgan Securities Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Wedbush Morgan Securities Inc. 1000 Wilshire Boulevard, 10th Floor Los Angeles, California 90017
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 19th, 2006 • Willdan Group, Inc. • Services-engineering services • California
This Indemnification Agreement (the "Agreement"), dated as of , 2006, is made by and between Willdan Group, Inc., a Delaware corporation (the "Corporation"), and Linda L. Heil, Trustee of the 1994 Dan W. Heil and Linda Lee Heil Revocable Trust (the "Indemnitee").
