REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2006 • Rhapsody Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2006, by and among Rhapsody Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Underwriting AgreementUnderwriting Agreement • March 19th, 2021 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction • New York
Primoris Services Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,500,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 675,000 additional shares (the “Optional Securities”) of common stock, $0.0001 par value per share (“Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
UNDERWRITING AGREEMENT between RHAPSODY ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: , 2006Underwriting Agreement • August 28th, 2006 • Rhapsody Acquisition Corp. • Blank checks • New York
The undersigned, Rhapsody Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you,” “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • August 28th, 2006 • Rhapsody Acquisition Corp. • Blank checks • New York
Agreement made as of , 2006 between Rhapsody Acquisition Corp., a Delaware corporation, with offices at 10 East 53rd Street, 35th Floor, New York, New York 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 2nd, 2006 • Rhapsody Acquisition Corp. • New York
This Agreement is made as of , 2006 by and between Rhapsody Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • June 2nd, 2006 • Rhapsody Acquisition Corp. • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 4th, 2009 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction
This LOAN AND SECURITY AGREEMENT dated as of October 28, 2009 (the “Agreement”), is executed by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (the “Borrower”), which has its chief executive office located at 26000 Commercentre Drive, Lake Forest, California 92630, and THE PRIVATEBANK AND TRUST COMPANY, (the “Bank”), whose address is 120 South LaSalle Street, Chicago, Illinois 60603, Chicago, Illinois 60603.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 6th, 2018 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction • Delaware
THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), and CORPORATE CAPITAL TRUST, INC. (“Stockholder”).
EMPLOYMENT AGREEMENT BETWEEN John F. Moreno, Jr. AND Primoris Services Corporation April 1, 2019Employment Agreement • May 7th, 2019 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction • Texas
THIS EMPLOYMENT AGREEMENT is made and entered into as of April 1, 2019, (“effective Date”) (as hereafter defined), by and among Primoris Services Corporation, a Delaware corporation (the “Employer”), and John F. Moreno, Jr. (the “Employee”).
Banc of America Leasing & Capital, LLC Master Loan and Security Agreement Number: 25463-70000Master Loan and Security Agreement • April 1st, 2013 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction
This Master Loan and Security Agreement, dated as of March 14, 2013 (this “Agreement”), is by and between Banc of America Leasing & Capital, LLC, a Delaware limited liability company having an office at 2059 Northlake Parkway, 3 North, Tucker, GA 30084 (together with its successors and assigns, “Lender”), and Stellaris LLC as “Borrower”, a limited liability company existing under the laws of the state of Nevada, and having its chief executive office and any organizational identification number as specified with its execution of this Agreement below. Certain defined terms used herein are identified in bold face and quotation marks throughout this Agreement and in Section 14 below. This Agreement sets forth the terms and conditions for the financing of Equipment between Lender and Borrower pursuant to one or more “Equipment Notes” incorporating by reference the terms of this Agreement, together with all exhibits, addenda, schedules, certificates, riders and other documents and instrument
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN Primoris Services Corporation AND Thomas McCormick April 1, 2022Employment Agreement • April 7th, 2022 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2022 (the “Effective Date”), by and between Primoris Services Corporation, a Delaware corporation (the “Employer”), and Thomas McCormick (the “Employee”) and supersedes and replaces in its entirety that certain employment agreement dated as of November 4, 2019 between the Employer and the Employee (the “Prior Agreement”).
Banc of America Leasing & Capital, LLC GUARANTYGuaranty • December 30th, 2011 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction
This Guaranty (this “Guaranty”) is executed and delivered as of the date set forth below by the undersigned guarantor (the “Guarantor”) in favor of Banc of America Leasing & Capital, LLC (“BALC”). BALC may, from time to time, enter into agreements with Arb, Inc. (“Co-Customer”), Stellaris LLC (“Co-Customer”) and Rockford Corporation (“Co-Customer”) (each a Co—Customer herein, together referred to as “Customer”). The term “Customer,” if defined to include more than one party, shall mean “Customer and each of them” and this Guaranty shall secure payment of all of their respective Obligations (hereinafter defined) to BALC. BALC is unwilling to enter into such agreements with Customer, unless Guarantor absolutely and unconditionally guarantees to BALC the payment and performance of all obligations of Customer at any time owing to BALC. With knowledge that BALC will enter into agreements with or extend financial accommodations to Customer in reliance upon the existence of this Guaranty and
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 6th, 2018 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction • Delaware
THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between Primoris Services Corporation, a Delaware corporation (“Parent”), and W. Gary Gates, an individual (“Stockholder”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 15, 2021 among PRIMORIS SERVICES CORPORATION, as Borrower, THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and CIBC BANK USA, as Administrative Agent, Joint Bookrunner,...Credit Agreement • January 15th, 2021 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 15, 2021 (this “Agreement”) is entered into among PRIMORIS SERVICES CORPORATION (“Borrower”), the financial institutions that are or may from time to time become parties hereto listed on the attached Annex A (together with their respective successors and assigns, the “Lenders”), and CIBC BANK USA (in its individual capacity, “CIBC Bank USA”), as administrative agent for the Lenders.
AGREEMENT AND PLAN OF MERGER BY AND AMONG PLH GROUP, INC. AMP MERGER SUB, INC. PRIMORIS SERVICES CORPORATION AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Stockholder Representative Dated as of June 24, 2022Merger Agreement • June 27th, 2022 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 24, 2022, is entered into by and among (i) Primoris Services Corporation, a Delaware corporation (“Buyer”); (ii) Amp Merger Sub, Inc., a Delaware corporation (“Merger Sub”); (iii) PLH Group, Inc., a Delaware corporation (the “Company”); and (iv) Shareholder Representative Services LLC, a Colorado limited liability company (the “Stockholder Representative”), solely in its capacity as the Stockholder Representative.
LOAN AGREEMENT dated as of December 13, 2012 among STELLARIS LLC and Q3 CONTRACTING, INC. jointly and severally, as Borrower and RBS ASSET FINANCE, INC., as LenderLoan Agreement • December 18th, 2012 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction
THIS LOAN AGREEMENT (this “Agreement”) dated as of December 13, 2012 among STELLARIS, a Nevada limited liability company (together with its successors and assigns, “Stellaris”) and Q3 CONTRACTING, INC. (together with it succesors and assigns, “Q3”; Stellaris and Q3, jointly and severally, “Borrower”), and RBS ASSET FINANCE, INC., a New York corporation (together with its successors and assigns, “Lender”).
CREDIT AGREEMENT (LETTER OF CREDIT)Credit Agreement • December 14th, 2011 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction • California
This Agreement (the “Agreement”) is made and entered into as of September 23, 2011, by and between BANK OF THE WEST (the “Bank”) and PRIMORIS SERVICES CORPORATION (the “Borrower”), on the terms and conditions that follow:
GUARANTYGuaranty • December 18th, 2012 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction • New York
THIS GUARANTY (this “Guaranty”) is made as of December 13, 2012 by PRIMORIS SERVICES CORPORATION (“Guarantor”) in favor of RBS ASSET FINANCE, INC. (“Lender”).
FIRST AMENDMENT AND JOINDER TO AMENDED AND RESTATED CREDIT AGREEMENT (THE “FIRST AMENDMENT”) DATED AS OF JULY 9, 2018Credit Agreement • July 9th, 2018 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction
Reference is made to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 29, 2017, (as amended, restated, supplemented or otherwise modified to date, the “Credit Agreement”) among CIBC Bank USA, as Administrative Agent, Collateral Agent, Joint Lead Arranger, Issuing Lender and as a Lender, (“CIBC Bank”), Bank of the West, as Joint Lead Arranger, Issuing Lender and as a Lender, (“Bank of the West”), Capital One, N.A., as Co-Syndication Agent and as a Lender (“Capital One”), Regions Bank, as Co-Syndication Agent and as a Lender (“Regions Bank”) and the other financial institutions party to the Credit Agreement and identified on the signature pages hereto (together with CIBC Bank, Bank of the West, Capital One and Regions Bank, the “Lenders”) and Primoris Services Corporation, a Delaware corporation, (the “Borrower”). Any terms not defined herein shall have the meanings set forth in the Credit Agreement.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 1, 2022 Among PRIMORIS SERVICES CORPORATION as Borrower THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO as LendersCredit Agreement • August 1st, 2022 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 1, 2022 (this “Agreement”) is entered into among PRIMORIS SERVICES CORPORATION (“Borrower”), the other Loan Parties party hereto, the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and CIBC BANK USA, in its capacity as Agent.
AGREEMENT AND PLAN OF MERGER among PRIMORIS SERVICES CORPORATION, WACO ACQUISITION VEHICLE, INC., and WILLBROS GROUP, INC. Dated as of March 27, 2018Merger Agreement • March 28th, 2018 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 27, 2018, by and among PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), WACO ACQUISITION VEHICLE, INC., a Delaware corporation (“Merger Sub”) and WILLBROS GROUP, INC., a Delaware corporation (the “Company”).
MASTER LOAN AND SECURITY AGREEMENTMaster Loan and Security Agreement • July 1st, 2010 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction • Ohio
This Master Loan and Security Agreement (this “Agreement”) dated as of August 31, 2009 is made by and between FIFTH THIRD BANK, an Ohio banking corporation, for itself and as agent for any affiliate of Fifth Third Bancorp (together with its successors and assigns, the “Lender”), and STELLARIS LLC, a limited liability company organized under the laws of the State of Nevada and having a principal place of business at 26000 Commercentre Drive, Lake Forest, CA 92630 (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2016 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction • Texas
THIS EMPLOYMENT AGREEMENT is made and entered into as of April 5, 2016, (“Effective Date”) (as hereinafter defined), by and among Primoris Services Corporation, a Delaware corporation (the “Employer”), and Thomas McCormick (the “Employee”).
PRIMORIS SERVICES CORPORATION INDUCEMENT AWARD RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 15th, 2021 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of ____________________ (the “Grant Date”) by and between Primoris Services Corporation, a Delaware corporation (the “Company”), and _____________________, an employee of the Company or its subsidiary (“Executive”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG RHAPSODY ACQUISITION CORP., PRIMORIS CORPORATION and CERTAIN OF THE SHAREHOLDERS OF PRIMORIS CORPORATION DATED AS OF FEBRUARY 19, 2008Merger Agreement • February 20th, 2008 • Rhapsody Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 19, 2008, by and among Rhapsody Acquisition Corp., a Delaware corporation (“Delcorp”), Primoris Corporation, a Nevada corporation (“Company”), and each of the persons listed under the caption “Signing Shareholders” on the signature page hereof, such persons being certain of the shareholders of the Company (each a “Signing Shareholder” and, collectively, the “Signing Shareholders.”)
PNC EQUIPMENT FINANCE, LLCLoan and Security Agreement • November 5th, 2013 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of the 20th day of September, 2013, by and between PNC EQUIPMENT FINANCE, LLC (“Lender”) and STELLARIS LLC and Q3 CONTRACTING, INC. (hereinafter individually and collectively, “Borrower”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT DATED AS OF SEPTEMBER 30, 2010Loan and Security Agreement • October 6th, 2010 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction • Illinois
Reference is made to that certain LOAN AND SECURITY AGREEMENT dated as of October 28, 2009 (the “Loan and Security Agreement”), by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (the “Borrower”), which has its chief executive office located at 26000 Commercentre Drive, Lake Forest, California 92630, and THE PRIVATEBANK AND TRUST COMPANY, (the “Bank”), whose address is 120 South LaSalle Street, Chicago, Illinois 60603, Chicago, Illinois 60603. All capitalized terms used herein without definition shall have the same meanings herein as those terms have been defined in the Loan and Security Agreement.
TERMINATION AND EXCHANGE AGREEMENTTermination and Exchange Agreement • June 11th, 2008 • Rhapsody Acquisition Corp. • Water, sewer, pipeline, comm & power line construction
THIS TERMINATION AND EXCHANGE AGREEMENT (the “Agreement”) is made as of February 19, 2008 (the “Effective Date”), by and among PRIMORIS CORPORATION, a Nevada corporation (the “Company”), BORN HEATERS CANADA ULC, an Alberta corporation and subsidiary of the Company (“Subsidiary”), BORN HEATERS CANADA LTD., an Alberta corporation (“Born”), and RHAPSODY ACQUISITION CORP., a Delaware Corporation (“Rhapsody”).
PROMISSORY NOTEPromissory Note • December 23rd, 2009 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction • Texas
This Note is issued pursuant to the Membership Interest Purchase Agreement dated as of November 18, 2009 (as amended, modified or supplemented, the “Purchase Agreement”) by and between Issuer, the Holders, James Construction Group, L.L.C. and Michael D. Killgore, as Sellers’ Representative.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 23rd, 2009 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction • Delaware
This Membership Interest Purchase Agreement (“Agreement”) is entered into as of November 18, 2009, by and among Primoris Services Corporation, a Delaware corporation (“Buyer”), James Construction Group, L.L.C., a Florida limited liability company (“Target”), each of the Members of Target as set forth on the signature page hereto (“Sellers”), and Michael D. Killgore, as Sellers’ Representative. Buyer, Target and Sellers are referred to herein individually as a “Party” and collectively as the “Parties.”
Banc of America Leasing & Capital, LLC Equipment Security Note Number 70002Equipment Security Note • June 28th, 2012 • Primoris Services Corp • Water, sewer, pipeline, comm & power line construction
This Equipment Security Note No. 70002, dated as of June 20, 2012, (this “Equipment Note”), is entered into pursuant to and incorporates by this reference all of the terms and provisions of that certain Master Loan and Security Agreement No. 21379-70000 dated as of June 25, 2010 (the “Master Agreement”), by and between Banc of America Leasing & Capital, LLC (“Lender”) and Stellaris LLC (“Co-Borrower”) and James Construction Group, L.L.C. (“Co-Borrower”) (each a Co-Borrower herein, together referred to as “Borrower”). All capitalized terms used herein and not defined herein shall have the respective meanings assigned to such terms in the Master Agreement. If any provision of this Equipment Note conflicts with any provision of the Master Agreement, the provisions contained in this Equipment Note shall prevail. Borrower hereby authorizes Lender to insert the serial numbers and other identification data of the Equipment, dates, and other omitted factual matters or descriptions in this Equi
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2008 • Rhapsody Acquisition Corp. • Water, sewer, pipeline, comm & power line construction • Illinois
Reference is made to that certain Loan and Security Agreement dated as of March 22, 2007 (the “Loan and Security Agreement”) between the undersigned Primoris Corporation (the “Borrower”) and LaSalle Bank National Association (the “Bank”). All capitalized terms used herein without definition shall have the same meanings herein as those terms have in the Loan and Security Agreement. The Borrower and Bank hereby amend the Loan and Security Agreement as set forth below.
SUBORDINATION AGREEMENTSubordination Agreement • November 18th, 2010 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction
The undersigned is a representative of the creditor (the “Creditor”) of Primoris Services Corporation, a Delaware corporation (the “Company”) and is duly authorized to enter into this Subordination Agreement on behalf of the Creditor. In consideration of loans made or to be made, credit given or to be given, or other financial accommodations afforded or to be afforded to the Company, on such terms as may be agreed upon between THE PRIVATEBANK AND TRUST COMPANY or its successors or assigns (the “Bank”) and the Company, the Creditor agrees that all monetary obligations of the Company to the Creditor except for (i) wages earned and (ii) other payments (such as reimbursements and appropriate bonuses) to be made in the ordinary course of the Company’s business and (iii) all obligations of the Company under the Agreement and Plan of Merger by and among the Company, the undersigned and other Sellers dated effective November 12, 2010 (the “Merger Agreement”) except as evidenced by the Converti
TERMINATION AGREEMENTTermination Agreement • June 11th, 2008 • Rhapsody Acquisition Corp. • Water, sewer, pipeline, comm & power line construction
THIS TERMINATION AGREEMENT (the “Agreement”) is made as of February 19, 2008 (the “Effective Date”), by and among PRIMORIS CORPORATION, a Nevada corporation (the “Company”), ARB, INC., a California corporation and wholly owned subsidiary of the Company (“Subsidiary”), ARB ECUADOR LTDA, an indirect subsidiary of the Company (“Ecuador”), ALBERT MORTEBOY, an individual (“Morteboy”), and RHAPSODY ACQUISITION CORP., a Delaware Corporation (“Rhapsody”).
SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 22nd, 2010 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction
This Second Amendment to Membership Interest Purchase Agreement (the “Second Amendment”) is entered into as of January 14, 2010, by and among Primoris Services Corporation, a Delaware corporation (“Buyer”), James Construction Group, L.L.C., a Florida limited liability company (“Target”), and Michael D. Killgore, as the duly appointed agent and true and lawful attorney-in-fact of each of the Members of Target (the “Representative”). Buyer, Target and Representative are referred to herein collectively as the “Parties.”
