0001104659-06-067996 Sample Contracts

WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF MEADOW VALLEY CORPORATION
Meadow Valley Corp • October 23rd, 2006 • Heavy construction other than bldg const - contractors • Nevada

THIS IS TO CERTIFY that, for value received, , its successors and assigns (collectively, the “Holder”), are entitled to purchase, subject to the terms and conditions hereinafter set forth, shares of Meadow Valley Corporation, a Nevada corporation (the “Company”) common stock, $.001 par value per share (“Common Stock”), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $12.60 per share, subject to adjustment as provided below (the “Exercise Price”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 23rd, 2006 • Meadow Valley Corp • Heavy construction other than bldg const - contractors • Nevada

THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the 20th day of October, 2006 by and among Meadow Valley Corporation, a Nevada corporation (the “Company”), and (the “Investor”).

UNIT PURCHASE AGREEMENT
Unit Purchase Agreement • October 23rd, 2006 • Meadow Valley Corp • Heavy construction other than bldg const - contractors • Nevada

THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is dated as of October 20, 2006, between Meadow Valley Corporation, a Nevada corporation (the “Company”), on the one hand, and the Purchaser(s) listed on Schedule 1.1 attached hereto (the “Purchaser”), on the other hand. The Company and the Purchaser may hereinafter be referred to collectively as the “Parties” or individually as a “Party.” Except as otherwise indicated herein, capitalized terms used herein shall have the meaning as defined in Exhibit A attached hereto.

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