EMPLOYMENT AGREEMENT BETWEEN JAMES CONSTRUCTION GROUP, L.L.C. ANDEmployment Agreement • December 23rd, 2009 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of November 18, 2009, and effective as of the Closing Date (as hereinafter defined), by and among James Construction Group, L.L.C., a Florida Limited Liability Company (the “Employer”), and Mike Killgore, an individual (the “Employee”).
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.
ESCROW AGREEMENTEscrow Agreement • December 23rd, 2009 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction • Delaware
THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of December 15, 2009 by and among Primoris Services Corporation, a Delaware corporation (“Buyer”), Michael D. Killgore, as Sellers’ Representative (the “Representative”), and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”).
SUBORDINATION AGREEMENTSubordination Agreement • December 23rd, 2009 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction
SUBORDINATION AGREEMENTSubordination Agreement • December 23rd, 2009 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction
The undersigned is a creditor (the “Creditor”) of Primoris Services Corporation, a Delaware corporation (the “Company”). 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 (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 Membership Interest Purchase Agreement by and among the Company, the undersigned and other Sellers dated effective October , 2009 (the “Purchase Agreement”) except as evidenced by the Promissory Note (collectively, except for the excluded items described in (i), (ii) and (iii) above, the “Subordinated Indebtedness”) now exis
VOTING AGREEMENTVoting Agreement • December 23rd, 2009 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction • Delaware
THIS VOTING AGREEMENT (“Agreement”) is made and entered into as of December 18, 2009 by and among James Construction Group, LLC, a Florida limited liability company (“Target”), Michael D. Killgore, as Sellers’ Representative, and each of the persons listed under the caption “Stockholders” on Exhibit A attached hereto (each, a “Stockholder” and collectively, the “Stockholders”). The Stockholders are stockholders of Primoris Services Corporation, a Delaware corporation (the “Company”). Target, Sellers and Stockholders are referred to herein individually as a “Party” and collectively as the “Parties.”
NONCOMPETITION AGREEMENTNoncompetition Agreement • December 23rd, 2009 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction • Delaware
THIS NONCOMPETITION AGREEMENT (the “Agreement”) is made as of December 18, 2009 (the “Effective Date”) by and between Primoris Services Corporation, a Delaware corporation with offices in several States, including the State of Texas (“Buyer”), and Mike Killgore, an individual and employee of Company (as defined herein) that has offices in several States, including the State of Texas (“Seller”).
SUBORDINATION AGREEMENTSubordination Agreement • December 23rd, 2009 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction
FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 23rd, 2009 • Primoris Services CORP • Water, sewer, pipeline, comm & power line construction
This First Amendment to Membership Interest Purchase Agreement (the “First Amendment”) is entered into as of December 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.” This First Amendment amends in part the Membership Interest Purchase Agreement entered into as of November 18, 2009 by and among the Parties (the “Agreement”).
