8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

December 18, 2009

Date of Report (Date of earliest event reported)

Primoris Services Corporation

(Exact name of Registrant as specified in its charter)

Delaware	001-34145	20-4743916
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

26000 Commercentre Drive, Lake Forest, California 92630

(Address of principal executive offices)

(Zip Code)

(949) 598-9242

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

Item 2.01Completion of Acquisition or Disposition of Assets.

Acquisition of James Construction Group, L.L.C.

Summary

On December 18, 2009, Primoris Services Corporation, a Delaware corporation (“we,” “us,” “our,” “Primoris” or the “Company”), completed the previously announced acquisition (the “Acquisition”) of James Construction Group, L.L.C., a privately-held Florida limited liability company (“JCG”).  The material terms of the Acquisition were previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on November 23, 2009.  Pursuant to the terms of the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated November 18, 2009, by and among the Company, JCG, all of the limited liability company members of JCG (collectively, the “Members”) and Michael D. Killgore, as representative of the Members (the “Representative”), we acquired 100% of the issued and outstanding limited liability company membership interests of JCG (collectively, the “LLC Interests”).  As a result of the Acquisition, JCG became our wholly-owned subsidiary.  Prior to entering into the Purchase Agreement, and other than with respect to the Purchase Agreement, neither we nor any of our officers, directors, affiliates or any of their associates had or have any material relationship with JCG, the Members or the Representative.

We paid the Members $125 million in initial acquisition consideration at closing, consisting of the following: $7 million in cash; 81,852.78 shares (the “Closing Shares”) of our Series A Non-Voting Contingent Convertible Preferred Stock (“Series A Preferred Stock”); and a promissory note in the principal amount of $53.5 million.   The Closing Shares were not allocated among the Members based on their relative LLC Interests prior to the closing date.  In addition, if JCG attains certain specified financial goals for the fiscal year ending December 31, 2010, we have agreed to pay the Members an additional $10 million in earnout consideration, payable in shares of our common stock.  The description of the Purchase Agreement contained in this Current Report is not intended to be complete and is qualified in its entirety by the complete text of the Purchase Agreement, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the Commission on November 23, 2009.

Amendment to the Purchase Agreement

At closing, the Company, JCG, the Members and the Representative entered into a First Amendment to Membership Interest Purchase Agreement (the “Amendment”), dated December 18, 2009.  Pursuant to the Amendment, the parties agreed to certain amendments regarding the payment of the cash distribution by JCG to the Members prior to the closing date, the powers, duties and obligations of the Representative and certain items of JCG’s disclosure schedule.  The foregoing description of the Amendment is not intended to be complete and is qualified in its entirety by the complete text of the Amendment, which is attached as Exhibit 2.2 to this Form 8-K and incorporated herein by reference.

Acquisition Consideration

Cash

On the closing date, we paid certain of the Members $7 million in cash.

Creation of Series A Preferred Stock and Issuance of the Closing Shares

On December 14, 2009, we filed a Certificate of Designations, Powers, Preferences and Rights of The Series A Non-Voting Contingent Convertible Preferred Stock with the Delaware Secretary of State (the “Certificate of Designations”), pursuant to which our board of directors designated 95,000 shares of our authorized but previously unissued blank check preferred stock as “Series A Non-Voting Contingent Convertible Preferred Stock” with an assigned par value of $0.0001 per share.  The material terms of the Series A Preferred Stock were previously disclosed in our Current Report on Form 8-K filed with the Commission on December 17, 2009.  Each share of Series A Preferred Stock is convertible into 100 shares of our common stock, subject to certain specified

2

adjustments, including, without limitation, adjustments based on common stock dividends, stock splits, stock reclassifications or the consummation of a merger, reorganization or sale of all or substantially all of our assets.  However, the Series A Preferred Stock is only convertible into shares of common stock upon the approval of a majority of our stockholders.  The foregoing description of the Series A Preferred Stock is not intended to be complete and is qualified in its entirety by the complete text of the Certificate of Designations, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on December 17, 2009.

Pursuant to the Purchase Agreement, we agreed to issue the Members a number of shares of Series A Preferred Stock equal to $64.5 million divided by the average closing price of our common stock, as reported on Nasdaq, for the 20 business days prior to the closing date, divided by 100.  The average closing price of our common stock for the 20 business days prior to December 18, 2009 was $7.88.  As a result, we will issue to the Members a total of 81,852.78 Closing Shares, calculated as follows: $64.5 million divided by $7.88 divided by 100.  The Closing Shares were not allocated among the Members based on their relative LLC Interests prior to the closing date.

Portion of Closing Shares To Be Placed in Escrow

On December 15, 2009, we entered into an Escrow Agreement (the “Escrow Agreement”) with the Representative and Continental Stock Transfer & Trust Company, as escrow agent, pursuant to which we will place 11,897.20 of the Closing Shares that are to be issued to the Members into escrow (the “Escrow Shares”) for a period of three years to provide a source of indemnity against specified damages to us.  The Escrow Shares have been allocated among the Members based on their relative LLC Interests prior to the closing date.  The Escrow Shares may only be released to the Members on two specified dates, provided there are Escrow Shares remaining in escrow: (i) within five days after we receive our audited financial statements for the fiscal year ending December 31, 2010, but in no event later than April 15, 2011; and (ii) upon the expiration of the three year escrow period.  The Purchase Agreement sets forth different formulas for determining the number of Escrow Shares that may be released on each of the foregoing dates.  Both formulas provide for a certain number of Escrow Shares to remain in escrow for any indemnity claims that have not been resolved as of each date.

The foregoing description of the Escrow Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Escrow Agreement, which is attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Requirement for Stockholder Approval and Voting Agreement

In the event of the conversion of the Closing Shares (including the Escrow Shares), we will issue 8,185,278 shares of our common stock.  Even if we were not required to issue any Earnout Shares (which are discussed and defined below), the number of shares of common stock to be issued in connection with the Acquisition through the issuance and subsequent conversion of the Closing Shares would exceed 20% of the number of shares of common stock issued and outstanding prior to the closing of the Acquisition.  As a result, under Nasdaq Listing Rule 5635, we are required to obtain stockholder approval for the issuance of all of the shares of common stock that may become issuable in connection with the Acquisition, including the shares of common stock issuable upon the conversion of the Closing Shares and the issuance of the Earnout Shares.  As discussed above, the approval of our stockholders is also a required condition under the terms of the Certificate of Designations.  We have agreed to seek stockholder approval for the conversion of the Closing Shares into shares of common stock and, to that end, have agreed to hold a special meeting of our stockholders for such purpose and, further, to approve of the issuance of the shares of common stock underlying the Closing Shares and the issuance, if at all, of the Earnout Shares.  Further, we intend to file a proxy statement with the Commission for the purpose of soliciting proxies from our stockholders to vote in favor of the conversion and the share issuances.  We have agreed to hold the special meeting within 30 days of the filing of a definitive proxy statement with the Commission.  If our stockholders approve of the conversion, the Closing Shares will be automatically converted into shares of common stock.  If our stockholders do not approve of the conversion, we will have the right, but not the obligation, to repurchase the Closing Shares from the Members.

On December 18, 2009, certain of our stockholders, who represent in excess of 50% of our issued and outstanding shares of common stock, including among others, Brian Pratt, our Chairman, President and Chief Executive Officer and John P. Schauerman, a Director and our Executive Vice President, Corporate Development, entered into a voting agreement (the “Voting Agreement”) with JCG and the Representative, pursuant to which such stockholders agreed to vote all shares of common stock over which such stockholders have the right to vote or to direct the vote of in favor of the conversion of the Closing Shares.  Under the terms of the Voting Agreement, such stockholders agreed not to transfer in excess of 200,000 shares of common stock unless the transferee agrees to become bound by the terms of the Voting Agreement.

3

The foregoing description of the Voting Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Voting Agreement, which is attached as Exhibit 10.2 to this Form 8-K and incorporated herein by reference.

Promissory Note

On December 18, 2009, we executed a promissory note in favor of the Members in the aggregate principal amount of $53.5 million (the “Promissory Note”).  The principal amount of the Promissory Note was not allocated among the Members based on their relative LLC Interests prior to the closing date.  The Promissory Note is due and payable on December 15, 2014 and bears interest at different rates until maturity.  For the first nine months of the term of the Promissory Note, the Promissory Note bears interest at an annual rate equal to 5%.  For months ten through eighteen, the Promissory Note will bear interest at an annual rate equal to 7%.  For months nineteen until the maturity date, the Promissory Note will bear interest at an annual rate equal to 8%.  Payments of principal and interest will be payable in cash in 60 equal and fully amortizing monthly payments.

The Promissory Note may be prepaid in whole or in part at any time.  If we complete an equity financing while the Promissory Note is outstanding, we have agreed to use the first $10 million of the net proceeds of any such equity financing, plus 75% of the net proceeds in excess of $10 million, to prepay a portion or all of the Promissory Note.  In addition, we have agreed to use 33% of any cash proceeds raised in connection with incurrence of any indebtedness (other than under a bank line of credit or to finance operating expenses, equipment and capital expenditures), to prepay a portion or all of the Promissory Note.

While any amount is outstanding under the Promissory Note, we have agreed not to do any of the following without the prior written consent of Michael D. Killgore, the Promissory Note holders’ representative: (i) incur any obligations for seller financing associated with the acquisition of a business without subordinating it to the Promissory Note, (ii) make any payment on outstanding indebtedness that has been subordinated to the Promissory Note, (iii) make any distribution or declare or pay any dividend (except for regular, quarterly dividends), (iv) consummate any transaction that would require prepayment under the Promissory Note, if we are not permitted to do so by our senior lender and/or surety company, or (v) purchase, acquire, redeem or retire any shares of our common stock, unless the principal balance of the Promissory Note is less than $10 million.

The Members have entered into subordination agreements with our senior lender and bonding agency, pursuant to which the Promissory Note will be subordinated to amounts owed to our senior lender and bonding agency.

The foregoing descriptions of the Promissory Note and the subordination agreements are not intended to be complete and are qualified in their entirety by the complete text of those agreements, which are attached as Exhibits 10.3, 10.4, 10.5 and 10.6 to this Form 8-K, respectively, and incorporated herein by reference.

Earnout Shares

If JCG’s income before interest, taxes, depreciation and amortization, as defined in the Purchase Agreement, for the fiscal year ending December 31, 2010 is equal to or greater than $35 million, we have agreed to issue to the Members an additional number of shares (the “Earnout Shares”) of common stock equal to $10 million, divided by the average closing price of our common stock, as reported on Nasdaq, for the 20 business days prior to December 31, 2010.  However, under no circumstances can the number of Earnout Shares issuable to the Members exceed 19.9% (the “Share Cap”) of the number of shares of common stock that are issued and outstanding prior to the date on which the Earnout Shares are earned.  If the number of Earnout Share to be issued would be in excess of the Share Cap, we would issue only such number of Earnout Shares up to the Share Cap and then pay to the Members, in cash, the dollar amount equivalent of any Earnout Shares to be issued in excess of the Share Cap.  If the Earnout Shares become payable, the Earnout Shares will be allocated among the Members based on their relative LLC Interests prior to the closing date.

4

Distributions Made by JCG to the Members for Tax Purposes

Prior to the closing of the Acquisition, JCG made a cash distribution of $35 million to the Members for tax purposes, in accordance with the Purchase Agreement.  In addition, to satisfy certain tax obligations of the Members, a promissory note, dated December 18, 2009, in the aggregate principal amount of $1,965,806 was issued.  The promissory note is due and payable on January 15, 2010 and bears no interest.  An adjustment to the amount of the promissory note will be made between the parties on or about April 15, 2010, based on the final determination of JCG’s actual income for the period of July 1, 2009 to December 18, 2009.  If the amount that results from our re-calculation exceeds the amount already distributed, we have agreed to cause JCG to make an additional distribution to the Members in an amount equal to the excess.  However, if the amount that results from our re-calculation is less than the amount already distributed, the Members have agreed to refund to JCG, in cash, an amount equal to the shortfall.  The foregoing description of the promissory note is not intended to be complete and is qualified in its entirety by the complete text of the promissory note, which is attached as Exhibit 10.7 to this Form 8-K and incorporated herein by reference.

“Piggyback” Registration Rights

Subject to certain specified exceptions and limitations, we have agreed to grant the Members “piggyback” registration rights, pursuant to which we have agreed to use our reasonable best efforts to include the shares of common stock issuable upon the conversion of the Closing Shares (including the Earnout Shares) and the shares of common stock comprising the Earnout Shares in any registration statement (other than pursuant to (i) a registration statement on Forms S-4 or S-8 or any successor or similar forms, or (ii) a registration on any form that does not permit secondary sales) that we file after the closing date.

Appointment of Directors; Management Employment Agreements

New Class C Directors

Pursuant to the Purchase Agreement, we have created two new “Class C” directorships with terms expiring at the 2011 annual meeting of stockholders and on December 18, 2009, our board of directors elected Michael D. Killgore and Robert A. Tinstman to these newly created “Class C” directorships.  As of the date of this Report, it is not known whether Messrs. Killgore and Tinstman will be named to any committees of the board of directors or, if they are to be named to a committee, which committee they will be named to.

Mr. Tinstman, age 62, is the President of Tinstman and Associates, LLC, a construction consulting firm.  From 2003 to 2007, Mr. Tinstman was the Executive Chairman of JCG.  From 2004 to 2006, Mr. Tinstman was the Chairman and Chief Executive Officer of JCG.  From 2000 to 2001, Mr. Tinstman served as the Chairman of contractorhub.com, an e-marketplace for contractors, subcontractors and suppliers.  From 1974 to 1999, Mr. Tinstman was employed by Morrison Knudsen Corporation, a general contractor providing global mining, engineering and construction services.  From 1995 to 1999, Mr. Tinstman served as President, Chief Executive Officer and a director of Morrison Knudsen.  Mr. Tinstman has also served as a director of the Home Federal Bancorp, Inc., since 1999, a director of CNA Surety Corporation, since 2004 and a director of both IDACORP and Idaho Power Company (a subsidiary of IDACORP) since 1999.  Mr. Tinstman graduated from the University of Wisconsin, Platteville in 1968 with a B.S. in Mining Engineering and is a registered Professional Engineer in the State of Idaho.

Mr. Tinstman will not be an employee of Primoris.  Further, our board of directors has determined that Mr. Tinstman will join the board of directors as an independent director under applicable Nasdaq rules and regulations.  As a non-employee director, Mr. Tinstman will be eligible to participate in and receive compensation for his services a director pursuant to our non-employee director compensation program, which was adopted by our board of directors on November 10, 2008.  A more detailed discussion of our non-employee director compensation program is provided in our definitive proxy statement on Schedule 14A as filed with the Commission on April 24, 2009.  Pursuant to the program, Mr. Tinstman will be paid a combination of cash and equity-based compensation for his services as a director.  Other than compensation received by Mr. Tinstman pursuant to the program, Mr. Tinstman will not receive any other compensation from Primoris.

5

Mr. Killgore, age 53, has served as Chief Executive Officer of JCG since 2007.  From 2003 to 2006, Mr. Killgore served as President of JCG’s Industrial Division.  From 1998 to 2002, Mr. Killgore served as the President of James Industrial Contractors, LLC.  From 1992 to 1998, Mr. Killgore served first as Executive Vice President and then as President and Chief Executive Officer of T.L. James Industrial Constructors, Inc.  From 1977 to 1998, Mr. Killgore worked for prior incarnations of T.L. James Industrial Constructors, Inc. as an Engineer.  Mr. Killgore earned a degree in Civil Engineering from Louisiana Tech University and is a Registered Professional Civil and Environmental Engineer in the State of Louisiana.

In connection with the Acquisition, Mr. Killgore entered into an employment agreement with JCG, pursuant to which he will serve as President of JCG for an initial term of five years.  Mr. Killgore will report directly to Brian Pratt, our Chairman, President and Chief Executive Officer.  The agreement may be extended beyond the initial term upon the mutual consent of JCG and Mr. Killgore.  Mr. Killgore will receive an annual base salary of $253,000 and, in addition, will be eligible to receive an annual cash bonus at the discretion of the board of directors of Primoris.  The agreement may be terminated at any time upon the mutual consent of JCG and Mr. Killgore, or by JCG at any time with or without “Cause,” as such term is defined in the agreement.  If JCG terminates the agreement without “Cause,” Mr. Killgore will be entitled to a lump sum equal to one-half of the annual base salary in effect upon the termination date, payable within fifteen days following the termination date, a pro rata amount of a bonus, if any, which would have been payable to Mr. Killgore for the calendar year in which the termination date occurs, and the payment of certain COBRA benefits, if applicable.  For a period of two years after the termination of the agreement, Mr. Killgore has agreed not to solicit any employee of JCG, make any disparaging public statement concerning JCG or use any of JCG’s confidential information to induce or attempt to induce any customer of JCG away from JCG.

Mr. Killgore also entered into a noncompetition agreement with us, dated December 18, 2009, pursuant to which Mr. Killgore agreed not to engage in, provide consulting services to, be employed by or have any interest in a business that competes with JCG for a period of two years after he voluntarily terminates his employment with JCG or is terminated for “Cause.”  The noncompetition agreement applies to entities located in the States of Texas, Florida, Mississippi, Arkansas, Alabama, Georgia and certain specified Parishes in the State of Louisiana.

The foregoing descriptions of Mr. Killgore’s employment and noncompetition agreements are not intended to be complete and are qualified in their entirety by the complete text of those agreements, which are attached as Exhibits 10.8 and 10.9 to this Form 8-K, respectively, and incorporated herein by reference.

Employment and Noncompetition Agreements with Other Key Employees

In connection with the Acquisition, certain of JCG’s other key employees have agreed to enter into employment and noncompetition agreements with JCG, effective as of the closing date.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 2.01–Promissory Note, in this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02Unregistered Sales of Equity Securities.

The information contained in Item 2.01–Creation of Series A Preferred Stock and Issuance of the Closing Shares and Item 2.01–Earnout Shares, in this Current Report on Form 8-K is incorporated herein by reference.

The Closing Shares issued in connection with Acquisition and the Earnout Shares, which may be issued pursuant to the terms of the Purchase Agreement, are subject to exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D thereunder.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information contained in Item 2.01–Appointment of Directors; Management Employment Agreements, in this Current Report on Form 8-K is incorporated herein by reference.

6

Item 7.01Regulation FD Disclosure.

Press Release

On December 21, 2009, we issued a press release, which is attached hereto as Exhibit 99.1.  The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(a)Financial Statements of Business Acquired

The audited financial statements and unaudited interim financial statements of JCG required by this Item 9.01(a) will be filed by amendment not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b)Pro Forma Financial Information

The unaudited pro forma financial information required by this Item 9.01(b) will be filed by amendment not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d)Exhibits

Exhibit 2.1	Membership Interest Purchase Agreement, dated November 18, 2009, by and among Primoris Services Corporation, James Construction Group, L.L.C., each of the limited liability company members of James Construction Group, L.L.C. and the representative of the limited liability company members of James Construction Group, L.L.C.(1)
Exhibit 2.2	First Amendment to Membership Interest Purchase Agreement, dated December 18, 2009, by and among Primoris Services Corporation, James Construction Group, L.L.C., each of the limited liability company members of James Construction Group, L.L.C. and the representative of the limited liability company members of James Construction Group, L.L.C.
Exhibit 3.1	Certificate of Designations, Powers, Preferences and Rights of The Series A Non-Voting Contingent Convertible Preferred Stock of Primoris Services Corporation, dated December 14, 2009.(2)
Exhibit 10.1	Escrow Agreement, dated December 15, 2009, by and among Primoris Services Corporation, the representative of the limited liability company members of James Construction Group, L.L.C. and Continental Stock Transfer & Trust Company, as escrow agent.
Exhibit 10.2	Voting Agreement, dated December 18, 2009, by and among certain Primoris stockholders who represent, in the aggregate, in excess of 50% of the issued and outstanding shares of common stock of Primoris Services Corporation, James Construction Group, L.L.C. and the representative of the limited liability company members of James Construction Group, L.L.C.
Exhibit 10.3	Promissory Note, dated December 18, 2009, executed by Primoris Services Corporation in favor of the limited liability company members of James Construction Group, L.L.C.
Exhibit 10.4	Subordination Agreement, dated December 18, 2009, by and among The PrivateBank and Trust Company and the limited liability company members of James Construction Group, L.L.C.
Exhibit 10.5	Subordination Agreement, dated December 18, 2009, by and among Liberty Mutual Insurance Company and the limited liability company members of James Construction Group, L.L.C.
Exhibit 10.6	Subordination Agreement, dated December 18, 2009, by and among CNA Surety Corporation and the limited liability company members of James Construction Group, L.L.C.
Exhibit 10.7	Promissory Note, dated December 18, 2009, executed by James Construction Group, L.L.C. in favor of the limited liability company members of James Construction Group, L.L.C.
Exhibit 10.8	Employment Agreement, dated November 18, 2009, by and among James Construction Group, L.L.C. and Michael D. Killgore.
Exhibit 10.9	Noncompetition Agreement, dated December 18, 2009, by and among Primoris Services Corporation and Michael D. Killgore.
Exhibit 99.1	Press Release, dated December 21, 2009, issued by Primoris Services Corporation.

(1)Filed with the Commission as an exhibit to our Current Report on Form 8-K on November 23, 2009.

(2)Filed with the Commission as an exhibit to our Current Report on Form 8-K on December 17, 2009.

7

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		PRIMORIS SERVICES CORPORATION
Dated: December 22, 2009	By:	/s/ Peter J. Moerbeek
		Peter J. Moerbeek
		Executive Vice President, Chief Financial Officer

8

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 2.1	Membership Interest Purchase Agreement, dated November 18, 2009, by and among Primoris Services Corporation, James Construction Group, L.L.C., each of the limited liability company members of James Construction Group, L.L.C. and the representative of the limited liability company members of James Construction Group, L.L.C.(1)
Exhibit 2.2	First Amendment to Membership Interest Purchase Agreement, dated December 18, 2009, by and among Primoris Services Corporation, James Construction Group, L.L.C., each of the limited liability company members of James Construction Group, L.L.C. and the representative of the limited liability company members of James Construction Group, L.L.C.
Exhibit 3.1	Certificate of Designations, Powers, Preferences and Rights of The Series A Non-Voting Contingent Convertible Preferred Stock of Primoris Services Corporation, dated December 14, 2009.(2)
Exhibit 10.1	Escrow Agreement, dated December 15, 2009, by and among Primoris Services Corporation, the representative of the limited liability company members of James Construction Group, L.L.C. and Continental Stock Transfer & Trust Company, as escrow agent.
Exhibit 10.2	Voting Agreement, dated December 18, 2009, by and among certain Primoris stockholders who represent, in the aggregate, in excess of 50% of the issued and outstanding shares of common stock of Primoris Services Corporation, James Construction Group, L.L.C. and the representative of the limited liability company members of James Construction Group, L.L.C.
Exhibit 10.3	Promissory Note, dated December 18, 2009, executed by Primoris Services Corporation in favor of the limited liability company members of James Construction Group, L.L.C.
Exhibit 10.4	Subordination Agreement, dated December 18, 2009, by and among The PrivateBank and Trust Company and the limited liability company members of James Construction Group, L.L.C.
Exhibit 10.5	Subordination Agreement, dated December 18, 2009, by and among Liberty Mutual Insurance Company and the limited liability company members of James Construction Group, L.L.C.
Exhibit 10.6	Subordination Agreement, dated December 18, 2009, by and among CNA Surety Corporation and the limited liability company members of James Construction Group, L.L.C.
Exhibit 10.7	Promissory Note, dated December 18, 2009, executed by James Construction Group, L.L.C. in favor of the limited liability company members of James Construction Group, L.L.C.
Exhibit 10.8	Employment Agreement, dated November 18, 2009, by and among James Construction Group, L.L.C. and Michael D. Killgore.
Exhibit 10.9	Noncompetition Agreement, dated December 18, 2009, by and among Primoris Services Corporation and Michael D. Killgore.
Exhibit 99.1	Press Release, dated December 21, 2009, issued by Primoris Services Corporation

(1)Filed with the Commission as an exhibit to our Current Report on Form 8-K on November 23, 2009.

(2)Filed with the Commission as an exhibit to our Current Report on Form 8-K on December 17, 2009.

9

EX-2.2

Exhibit 2.2

FIRST AMENDMENT TO
MEMBERSHIP INTEREST PURCHASE AGREEMENT

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”).

A.The Parties are desirous of amending the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:

1.Section 2.2(e) of the Agreement is deleted in its entirety and instead added to Section 2.5 of the Agreement. Section 2.5 of the Agreement shall now read as follows:

“2.5Distributions to Sellers.

(a)Base Distribution. Prior to Closing or within five (5) days after the Closing, Target shall make a cash distribution to Sellers in the aggregate amount of Thirty-Five Million Dollars ($35,000,000) less any other distributions made after June 30, 2009, other than the membership distributions made on or about September 15, 2009 in the aggregate amount of $2,543,907 (the “September Distributions”), and those to be made under Section 2.5(b).

(b)Second Half Earnings Distribution. Prior to Closing, Target shall make a distribution to Sellers in an amount equal to the aggregate amount of Sellers’ estimate of the amount equal to (i) forty-five percent (45%) of the first Ten Million Two Hundred Fifty-Five Thousand Dollars ($10,255,000) of Net Income for the Second Half Earnings Period (the “45% Distribution”) plus (ii) forty-one percent (41%) of Net Income for the Second Half Earnings Period in excess of Ten Million Two Hundred Fifty-Five Thousand Dollars ($10,255,000) (the “41% Distribution”), if any, less the amount of the September Distributions (the “Estimated Second Half Distribution Amount”). Target shall make the 45% Distribution and 41% Distribution in the form of a promissory note payable to Sellers before January 15, 2010. The promissory note shall be in the form of Exhibit R attached hereto. Upon completion of financial statements of Target for the period from January 1, 2009 to the Closing Date and the financial statements of Target from July 1, 2009 to the Closing Date (the “Second Half Earnings Period”), Buyer shall provide Sellers with its calculation of the amount equal to (i) the 45% Distribution plus (ii) the 41% Distribution, if any, less the amount of the September Distributions (the “Calculated Second Half Distribution Amount”). Buyer and Sellers’ Representative shall resolve any disputes concerning the correctness of the Calculated Second Half

Distribution Amount by using the same dispute resolution procedure set forth in Section 2.3. Once this amount has been determined by agreement or as provided in Section 2.3 (the “Actual Second Half Distribution Amount”), (a) Buyer shall pay Sellers in accordance with Exhibit A attached hereto an aggregate amount equal to the amount by which the Actual Second Half Distribution Amount exceeds the Estimated Second Half Distribution Amount, or (b) Sellers shall each pay Buyer their share, in accordance with Exhibit A attached hereto, of the amount by which the Estimated Second Half Distribution Amount exceeds the Actual Second Half Distribution Amount which adjustments shall be deemed to be adjustments to the Purchase Price. The Parties shall use commercially reasonable efforts to have the financial statements of Target completed by April 15, 2010.”

2.Section 9.19 of the Agreement is hereby amended in its entirety to read asfollows:

“9.19Sellers’ Representative. Each Seller by executing this Agreement hereby constitutes and appoints Michael D. Killgore as Sellers’ Representative, with full power and authority to act in the name of and for and on behalf of such Seller with respect to all matters arising in connection with, or related to, this Agreement and the Note and the transactions contemplated hereby. All decisions by Seller’s Representative on matters pertaining to this Agreement and the Note shall be binding and final on the Sellers. Each Seller hereby appoints Sellers’ Representative (i) the agent and true and lawful attorney-in-fact of such Seller, with full power, capacity, and authority in its sole discretion, to act in the name of and for and on behalf of such Seller in connection with all matters arising out of, resulting from, contemplated by or related or incident to this Agreement and the Note, and (ii) the agent for service of process for such Seller, and such Seller hereby irrevocably consents to the service of any and all process in any action or proceeding arising out of or relating to this Agreement by the delivery of such process to Sellers’ Representative. Without limiting the generality of the foregoing, the power of Sellers’ Representative shall include the power to represent such Seller with respect to all aspects of this Agreement and the Note, which power shall include the power to (i) receive any payment or transfer of funds to be made pursuant this Agreement or the Note on behalf of such Seller, (ii) waive any and all conditions of this Agreement, (iii) amend, modify or supplement this Agreement and the Note in any respect, (iv) defend, negotiate or settle any claims or actions for indemnity pursuant to Article 8, (v) retain legal counsel or accountants and be reimbursed by the Sellers for all fees, expenses and other charges of such legal counsel or accountants, (vi) receive notices or other communications, (vii) deliver any notices, certificates or other documents required hereunder, (viii) take all such other action and to do all such other things as Sellers’ Representative deems necessary, appropriate, desirable or advisable to carry out the intent of this Agreement and the Note and (ix) perform its obligations as set forth in, and in accordance with, this Agreement. Each Seller agrees that Buyer and its Affiliates shall have the absolute right and authority to rely upon the acts taken or omitted to be taken by Sellers’ Representative on behalf of the Sellers and shall have no liability with respect thereto, and none of Buyer or any of its Affiliates shall have any duty to inquire as to the acts and omissions of Sellers’ Representative. Each Seller agrees that all deliveries by Buyer, including any payment of funds under Article 2 and any payment of funds under the Note, to Sellers’

2

Representative shall be deemed deliveries to the Sellers; Buyer shall not have any liability with respect to any aspect of the distribution or communication of such deliveries between Sellers’ Representative and any Seller; and any disclosure made to Sellers’ Representative by or on behalf of Buyer shall be deemed to be a disclosure made to each Seller. Except where Buyer fails to heed a Sellers’ Rep Notice (as this term is defined below), each Seller that makes a claim against Buyer alleging the lack of authority of Sellers’ Representative shall indemnify Buyer and its Affiliates for any damages suffered, including reasonable attorneys’ fees and other costs, as a result of Buyer’s good faith reliance on the acts or omissions of Sellers’ Representative. Buyer shall indemnify Sellers for any Damages incurred, including reasonable attorneys’ fees and other costs resulting from Buyer’s failure to heed a Sellers’ Rep Notice. Each Seller agrees that any payment made by or on behalf of Buyer to Sellers’ Representative on a Seller’s behalf shall be deemed a direct payment to a Seller, and no Seller shall have any recourse against Buyer or any of its Affiliates in the event that such payment is not delivered to such Seller by Sellers’ Representative for any reason. Buyer and each Seller agree that Buyer and its Affiliates shall have the absolute right and authority to rely upon the acts taken or omitted to be taken by Sellers’ Representative on behalf of the Sellers and shall have no liability with respect thereto. The foregoing notwithstanding, Sellers who immediately before the Closing owned in the aggregate more than 50% of the Interests as reflected on Exhibit A, shall have the right to replace Sellers Representative at any time by electing a successor Sellers Representative and notifying Buyer in writing of the election of a successor Sellers Representative, identifying the successor Sellers Representative and providing a copy of the written record of the vote or consent action signed by Sellers with the requisite interests(“Sellers Rep Notice”). The election of a successor Sellers Representative shall be effective immediately upon Buyer’s receipt of Sellers Rep Notice and all authority of the prior Sellers Representative under the terms of this Agreement or the Note shall immediately cease upon Buyer’s receipt or Sellers Rep Notice.

3.Section 4.4 of the Disclosure Schedule is hereby amended as follows:

(a)Paragraph 6 is hereby amended in its entirety to read as follows:

“6. Intentionally omitted.”

(b)Paragraph 8 is hereby amended in its entirety to read as follows:

“8. Intentionally omitted.”

(c)Paragraph 9 is hereby amended in its entirety to read as follows:

“9. Intentionally omitted.”

(d)Paragraph 17 is hereby amended in its entirety to read as follows:

3

“17. Lease and Fleet Management Services Agreement by and among ARI Fleet LT and Automotive Rentals, Inc., and James Construction Group, L.L.C., dated as of October 17, 2008”

4.Section 4.9(b) of the Disclosure Schedule and Exhibit M-2 to the Purchase Agreement are hereby amended to include the following:

“Plant Site Lease by and among Henry A. Kornegay and James Construction Group, L.L.C., dated as of June 22, 2009. The term of this lease terminates upon the end of job #10338,which is scheduled to complete in August, 2010. Neither notice to nor consent of the landlord is required in connection with the transactions contemplated by this Agreement. The monthly expenditure under this lease is one hundred ($100) dollars per month.”

5.Section 4.12(c) of the Disclosure Schedule is hereby amended to include the following:

“Target has been notified as of November 12, 2009 of a pending examination by the Internal Revenue Service of Target’s retirement plan.”

6.Section 4.21(b) of the Disclosure Schedule is hereby amended to include the contents of Exhibit A to this First Amendment.

7.Addendum A to the Disclosure Schedule is hereby amended to include the contents of Exhibit B to this First Amendment.

8.Exhibit R of the Agreement is hereby added to the Agreement, and such Exhibit R shall include the contents of Exhibit C to this First Amendment.

9.All other terms and conditions of the Agreement are readopted and reincorporated herein.

*****

[Signature Page Follows.]

4

IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment to Membership Interest Purchase Agreement as of the date first above written.

BUYER:	PRIMORIS SERVICES CORPORATION,
	a Delaware corporation
	By:	/s/ Brian Pratt
		(Signature)
		Brian Pratt
		(Name Printed)
		CEO
		Title

TARGET:	JAMES CONSTRUCTION GROUP, L.L.C.
	By:	/s/ Michael D. Killgore
		(Signature)
		Michael D. Killgore
		(Name Printed)
		CEO
		Title

SELLERS’ REPRESENTATIVE:	/s/ Michael D. Killgore
	Michael D. Killgore
SELLERS:	/s/ Michael D. Killgore
	Michael D. Killgore
	/s/ Danny L. Hester
	Danny L. Hester

[Signatures continued on the following page.]

5

/s/ Donald B. Bonaventure

Donald B. Bonaventure

/s/ Rodney James

Rodney James

/s/ Charles Poole

Charles Poole

/s/ George Conrad Bourg

George Conrad Bourg

/s/ Thomas J. Lasseigne, Sr.

Thomas J. Lasseigne, Sr.

/s/ Thomas Lewis Love, Jr.

Thomas Lewis Love, Jr.

/s/ Ken Janke

Ken Janke

/s/ Bruce Hix

Bruce Hix

[Signatures continued on the following page.]

6

/s/ Dominic Iafrate

Dominic Iafrate, Sr., Individually and as Trustee of the Stephen M. Iafrate Trust U/A/D 11/07/95 and the Dominic A. Iafrate Trust U/A/D 11/07/95

/s/ Angelo E. Iafrate

Angelo E. Iafrate, Individually and as Trustee of the Danielle M. Iafrate Trust U/A/D 11/07/95 , the Anthony C. Iafrate Trust U/A/D 11/07/95 and the Jaclyn N. Iafrate Trust U/A/D 08/22/05

[Signature page to First Amendment to Membership Interest Purchase Agreement.]

7

EXHIBIT A

TO FIRST AMENDMENT TO
MEMBERSHIP INTEREST PURCHASE AGREEMENT

See attached.

8

EXHIBIT B

TO FIRST AMENDMENT TO
MEMBERSHIP INTEREST PURCHASE AGREEMENT

See attached.

9

EXHIBIT C

TO FIRST AMENDMENT TO
MEMBERSHIP INTEREST PURCHASE AGREEMENT

EXHIBIT R
TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

PROMISSORY NOTE

See attached.

EX-10.1

Exhibit 10.1

ESCROW AGREEMENT

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”).

R E C I T A L

Buyer, James Construction Group, L.L.C., a Florida limited liability company (“Target”), each of the Members of Target (each, a “Seller” and collectively, the “Sellers”), and the Representative are the parties to a Membership Interest Purchase Agreement dated as of November 18, 2009 (the “Purchase Agreement”) pursuant to which Buyer has purchased from Sellers one hundred percent (100%) of the issued and outstanding limited liability company interests of Target.  Pursuant to the Purchase Agreement, Buyer is to be indemnified in certain respects.  The parties desire to establish an escrow fund as collateral security for the indemnification obligations under the Purchase Agreement.  The Representative has been designated pursuant to the Purchase Agreement to represent all of the Sellers, and to act on their behalf for purposes of this Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

The parties agree as follows:

1.Escrow Fund.

(a)Concurrently with the execution hereof, each Seller is delivering to the Escrow Agent, to be held in escrow pursuant to the terms of this Agreement, stock certificates issued in the name of such Seller representing the total number of Escrow Shares received by such Seller pursuant to the Purchase Agreement in accordance with the allocations in Exhibit J to the Purchase Agreement, together with two (2) assignments separate from certificate executed in blank by such Seller, with medallion signature guaranties.  The shares of Preferred Stock represented by the stock certificates so delivered by the Sellers to the Escrow Agent and any common stock in which the Preferred Stock is converted are herein referred to in the aggregate as the “Escrow Fund.”  Reference herein to the Preferred Stock shall include the common stock in which the Preferred Stock is converted.  The Escrow Agent shall maintain a separate account for each Seller’s, and, subsequent to any transfer permitted pursuant to Section 1(e), each Permitted Transferee’s, portion of the Escrow Fund.

(b)The Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and disburse the Escrow Fund pursuant to the terms and conditions hereof.  It shall treat the Escrow Fund as a trust fund in accordance with the terms of this Agreement and not as the property of Buyer. The Escrow Agent’s duties hereunder shall terminate upon its distribution of the entire Escrow Fund in accordance with this Agreement.

(c)Except as herein provided, the Sellers and Permitted Transferees (each an “Owner,” and collectively the “Owners”) shall retain all of their rights as stockholders of Buyer with respect to shares of Preferred Stock constituting the Escrow Fund during the period the

Escrow Fund is held by the Escrow Agent (the “Escrow Period”), including, without limitation, the right to vote their shares of Preferred Stock included in the Escrow Fund.

(d)During the Escrow Period, all dividends payable in cash with respect to the shares of Preferred Stock included in the Escrow Fund shall be paid to the Owners, but all dividends payable in stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof.  As used herein, the term “Escrow Fund” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

(e)During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the shares of Preferred Stock in the Escrow Fund except (i) to a “Permitted Transferee” (as hereinafter defined), (ii) by virtue of the laws of descent and distribution upon death of any Owner, or (iii) pursuant to a qualified domestic relations order; provided, however, that such permissive transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement.  As used in this Agreement, the term “Permitted Transferee” shall include: (x) members of a Seller’s “Immediate Family” (as hereinafter defined); (y) an entity in which (A) a Seller and/or members of a Seller’s Immediate Family beneficially own 100% of such entity’s voting and non-voting equity securities, or (B) a Seller and/or a member of such Seller’s Immediate Family is a general partner and in which such Seller and/or members of such Seller’s Immediate Family beneficially own 100% of all capital accounts of such entity; and (z) a revocable trust established by a Seller during his lifetime for the benefit of such Seller or for the exclusive benefit of all or any of such Seller’s Immediate Family.  As used in this Agreement, the term “Immediate Family” means, with respect to any Seller, a spouse, lineal descendants, the spouse of any lineal descendant, and brothers and sisters (or a trust, all of whose current beneficiaries are members of an Immediate Family of the Seller).  In connection with and as a condition to each permitted transfer, the Permitted Transferee shall deliver to the Escrow Agent an assignment separate from certificate executed by the transferring Seller, with medallion signature guaranty, or where applicable, an order of a court of competent jurisdiction, evidencing the transfer of shares to the Permitted Transferee, together with two (2) assignments separate from certificate executed in blank by the Permitted Transferee, with medallion signature guaranties, with respect to the shares transferred to the Permitted Transferee.  Upon receipt of such documents, the Escrow Agent shall deliver to Buyer’s transfer agent the original stock certificate out of which the assigned shares are to be transferred, together with the executed assignment separate from certificate executed by the transferring Seller, or a copy of the applicable court order, and shall request that Buyer issue new certificates representing (m) the number of shares, if any, that continue to be owned by the transferring Seller, and (n) the number of shares owned by the Permitted Transferee as the result of such transfer.  Buyer, the transferring Seller and the Permitted Transferee shall cooperate in all respects with the Escrow Agent in documenting each such transfer and in effectuating the result intended to be accomplished thereby.  During the Escrow Period, no Owner shall pledge or grant a security interest in such Owner’s shares of Preferred Stock included in the Escrow Fund or grant a security interest in such Owner’s rights under this Agreement.

2

2.Claims.

(a)Buyer may make a claim for indemnification pursuant to the Purchase Agreement (“Indemnification Claim”) against the Escrow Fund by giving notice (a “Notice”) to the Representative (with a copy to the Escrow Agent) specifying (i) the covenant, representation, warranty, agreement, undertaking or obligation contained in the Purchase Agreement which it asserts has been breached or otherwise entitles Buyer to indemnification and (ii) in reasonable detail, the nature and dollar amount of any Indemnification Claim.  Buyer also shall deliver to the Escrow Agent (with a copy to the Representative), concurrently with its delivery to the Escrow Agent of the Notice, a certification as to the date on which the Notice was delivered to the Representative.

(b)If the Representative shall give a notice to Buyer (with a copy to the Escrow Agent) (a “Counter Notice”), within 30 days following the date of receipt (as specified in Buyer’s certification) by the Representative of a copy of the Notice, disputing whether the Indemnification Claim is indemnifiable under the Purchase Agreement, Buyer and the Representative shall attempt to resolve such dispute by voluntary settlement as provided in Section 2(c). If no Counter Notice with respect to an Indemnification Claim is received by the Escrow Agent from the Representative within such 30-day period, the Indemnification Claim shall be deemed to be an Established Claim (as hereinafter defined) for purposes of this Agreement.

(c)If the Representative delivers a Counter Notice to the Escrow Agent, Buyer and the Representative shall, during the period of 60 days following the delivery of such Counter Notice or such greater period of time as the parties may agree to in writing (with a copy to the Escrow Agent), attempt to resolve the dispute with respect to which the Counter Notice was given.  If Buyer and the Representative shall reach a settlement with respect to any such dispute, they shall jointly deliver written notice of such settlement to the Escrow Agent specifying the terms thereof.  If Buyer and the Representative shall be unable to reach a settlement with respect to a dispute, such dispute shall be resolved by arbitration pursuant to Section 2(d).

(d)If Buyer and the Representative cannot resolve a dispute prior to expiration of the 60-day period referred to in Section 2(c) (or such longer period as the parties may have agreed to in writing), then such dispute shall be submitted (and either party may submit such dispute) for arbitration before the Judicial Arbitration and Medication Service (“JAMS”) in Harris County, Texas, pursuant to Section 9.15 of the Purchase Agreement.

(e)As used in this Agreement, “Established Claim” means any (i) Indemnification Claim deemed established pursuant to the last sentence of Section 2(b), (ii) Indemnification Claim resolved in favor of Buyer by settlement pursuant to Section 2(c), resulting in a dollar award to Buyer, (iii) Indemnification Claim established by the decision of an arbitrator pursuant to Section 2(d), resulting in a dollar award to Buyer, (iv) Third Party Claim for which Buyer is entitled to indemnity from Sellers that has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction, or (v) Third Party Claim for which Buyer is entitled to indemnity from Sellers that Buyer and the

3

Representative have jointly notified the Escrow Agent has been settled in accordance with the provisions of the Purchase Agreement.

(f)(i)Promptly after an Indemnification Claim becomes an Established Claim, Buyer and the Representative shall jointly deliver a notice to the Escrow Agent (a “Joint Notice”) directing the Escrow Agent to pay to Buyer, and the Escrow Agent promptly shall pay to Buyer, an amount equal to the aggregate dollar amount of the Established Claim (or, if at such time there remains in the Escrow Fund less than the full amount so payable, the full amount remaining in the Escrow Fund).

(ii)Payment of an Established Claim shall be made from Escrow Shares pro rata from the account maintained on behalf of each Owner liable for such claim.  For purposes of each payment, such shares shall be valued at the “Fair Market Value” (as defined below).  However, in no event shall the Escrow Agent be required to calculate Fair Market Value or make a determination of the number of shares to be delivered to Buyer in satisfaction of any Established Claim; rather, such calculation shall be included in and made part of the Joint Notice.  The Escrow Agent shall transfer to Buyer out of the Escrow Fund that number of shares of Preferred Stock necessary to satisfy each Established Claim, as set out in the Joint Notice.  Any dispute between Buyer and the Representative concerning the calculation of Fair Market Value or the number of shares necessary to satisfy any Established Claim, or any other dispute regarding a Joint Notice, shall be resolved between Buyer and the Representative in accordance with the procedures specified in Section 2(d), and shall not involve the Escrow Agent.  Each transfer of shares in satisfaction of an Established Claim shall be made by the Escrow Agent delivering to Buyer one or more stock certificates held in each Owner’s account evidencing not less than such Owner’s pro rata portion of the aggregate number of shares specified in the Joint Notice, together with assignments separate from certificate executed in blank by such Owner and completed by the Escrow Agent in accordance with instructions included in the Joint Notice.  Upon receipt of the stock certificates and assignments, Buyer shall deliver to the Escrow Agent new certificates representing the number of shares owned by each Owner after such payment.  The parties hereto (other than the Escrow Agent) agree that the foregoing right to make payments of Established Claims in shares of Preferred Stock may be made notwithstanding any other agreements restricting or limiting the ability of any Owner to sell any shares of Buyer stock or otherwise.  Buyer and the Representative shall be required to exercise utmost good faith in all matters relating to the preparation and delivery of each Joint Notice.  As used herein, “Fair Market Value” means the average reported closing price for Buyer Common Stock for the twenty (20) trading days ending on the last trading day prior to (x) the day the Established Claim is paid with respect to Indemnification Claims paid on or before the Escrow Termination Date, or (y) the Escrow Termination Date with respect to shares constituting the Pending Claims Reserve (as hereinafter defined) on the Escrow Termination Date.

(iii)Notwithstanding anything herein to the contrary, at such time as an Indemnification Claim has become an Established Claim, the Representative shall have the right to substitute for the Escrow Shares that otherwise would be paid in satisfaction of such claim (the “Claim Shares”), cash in an amount equal to the Fair Market Value of the Claim Shares (“Substituted Cash”).  In such event (i) the Joint Notice shall include a statement describing the substitution of Substituted Cash for the Claim Shares, and (ii) substantially contemporaneously with the delivery of such Joint Notice, the Representative shall cause currently available funds to

4

be delivered to the Escrow Agent in an amount equal to the Substituted Cash.  Upon receipt of such Joint Notice and Substituted Cash, the Escrow Agent shall (y) in payment of the Established Claim described in the Joint Notice, deliver the Substituted Cash to Buyer in lieu of the Claim Shares, and (z) cause the Claim Shares to be returned to the Representative.

3.Release of Escrow Fund.

(a)On the first Business Day after the Escrow Termination Date, upon receipt of a Joint Notice, the Escrow Agent shall distribute and deliver to each Owner certificates representing shares of Preferred Stock then in such Owner’s account in the Escrow Fund equal to the number of shares placed in such Owner’s account less that number of shares in such Owner’s account equal to the sum of (i) the number of shares applied in satisfaction of Indemnification Claims made prior to that date and (ii) the number of shares in the Pending Claims Reserve allocated to such Owner’s account, as provided in the following sentence.  If, at such time, there are any Indemnification Claims with respect to which Notices have been received but which have not been resolved pursuant to Section 2 or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination (after exhaustion of any appeals) by a court of competent jurisdiction, as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of Buyer, would result in a payment to Buyer, the Escrow Agent shall retain in the Pending Claims Reserve that number of shares of Preferred Stock having a Fair Market Value equal to One Hundred Ten percent (110%) of the dollar amount for which indemnification is sought in such Indemnification Claim, allocated pro rata from the account maintained on behalf of each Owner liable for such claim.  Buyer shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve and the number of shares of Preferred Stock to be retained therefor.  Thereafter, if any Pending Claim becomes an Established Claim, Buyer and the Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to deliver to Buyer the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with Section 2(f) and to deliver to each Owner the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in a Joint Notice. If any Pending Claim is resolved against Buyer, Buyer and the Representative shall deliver to the Escrow Agent a Joint Notice directing the Escrow Agent to pay to each Owner its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reserve.

(b)As used herein, the “Pending Claims Reserve” shall mean, at the time any such determination is made, that number of shares of Preferred Stock in the Escrow Fund having a Fair Market Value equal to the sum of the aggregate dollar amounts claimed to be due with respect to all Pending Claims (as shown in the Notices of such Claims).

4.Cooperation.  The Escrow Agent, Buyer and the Representative shall cooperate in all respects with one another in the calculation of any amounts determined to be payable to Buyer and the Owners in accordance with this Agreement and in implementing the procedures necessary to effect such payments.

5

5.Escrow Agent.

(a)The Escrow Agent undertakes to perform only such duties as are expressly set forth herein.  It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity.

(b)The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons.  The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

(c)The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Buyer pursuant to the terms of this Agreement or, if such notice is disputed by Buyer or the Representative, the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Buyer the amount specified in such notice or settlement value, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice.

(d)The Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 5(f) for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.

(e)The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided.  Such resignation shall become effective at such time that the Escrow Agent shall turn over the Escrow Fund to a successor escrow agent appointed jointly by Buyer and the Representative.  If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Fund with any court located in Houston, Texas, it reasonably deems appropriate.

(f)The Escrow Agent shall be indemnified and held harmless by Buyer from and against any expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Fund held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent.  Promptly after the

6

receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing.  In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in the United States District Court in Harris County, Texas.

(g)The Escrow Agent shall be entitled to reasonable compensation from Buyer for all services rendered by it hereunder.  The Escrow Agent shall also be entitled to reimbursement from Buyer for all expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

(h)From time to time on and after the date hereof, Buyer and the Representative shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

(i)Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its own willful misconduct.

6.No Implied Duties.  This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Purchase Agreement.

7.Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, successors, assigns and legal representatives, shall be governed by and construed in accordance with the law of Delaware applicable to contracts made and to be performed therein.  This Agreement cannot be changed or terminated except by a writing signed by Buyer, the Representative and the Escrow Agent.

8.Consent to Jurisdiction.  Buyer and the Representative each hereby consents to the exclusive jurisdiction of the federal and state courts sitting in Harris County, Texas, with respect to any claim or controversy arising out of this Agreement. Service of process in any action or proceeding brought against Buyer or the Representative in respect of any such claim or controversy may be made upon it by registered mail, postage prepaid, return receipt requested, at the address specified in Section 9, with copies delivered by nationally recognized overnight carrier to Kean, Miller, Hawthorne, D’Armond, McCowan & Jarman, L.L.P., P.O. Box 3513 (70821), Suite 1800, One American Place, Baton Rouge, LA  70803, Attention:  G. Blane Clark, Jr., Esq., and to Rutan & Tucker, 611 Anton Boulevard, Suite 1400, Costa Mesa, CA 92626-1931, Attention:  George Wall, Esq.

9.Notices.  All notices and other communications under this Agreement shall be in writing and shall be deemed given if given by hand or delivered by nationally recognized

7

overnight carrier, or if given by telecopier and confirmed by mail (registered or certified mail, postage prepaid, return receipt requested), to the respective parties as follows:

A.If to Buyer, to it at:

Primoris Services Corporation
26000 Commercentre Drive
Lake Forest, CA  92630
Attention:  General Counsel
Facsimile:  949-595-5544

with a copy to:

Rutan & Tucker
611 Anton Boulevard, Suite 1400
Costa Mesa, CA 92626-5100
Attention:  George Wall, Esq.
Facsimile:  714-546-9035

B.If to the Representative, to him at:

Michael D. Killgore
17653 Crossing Boulevard
Baton Rouge, LA  70810
Facsimile:  225-293-1778

with a copy to:

Kean, Miller, Hawthorne, D’Armond, McCowan & Jarman, L.L.P.,
P.O. Box 3513 (70821),
Suite 1800, One American Place
Baton Rouge, LA  70803
Attention:  G. Blane Clark, Jr., Esq.
Facsimile:  225-215-4014

C.If to the Escrow Agent, to it at:

Continental Stock Transfer & Trust Company
2 Broadway
New York, New York 10004
Attention: Steven G. Nelson
Facsimile: 212-509-5150

or to such other person or address as any of the parties hereto shall specify by notice in writing to all the other parties hereto.

8

10.Miscellaneous.

(a)If this Agreement requires a party to deliver any notice or other document, and such party refuses to do so, the matter shall be submitted to arbitration pursuant to Section 2(d).

(b)All notices delivered to the Escrow Agent shall refer to the provision of this Agreement under which such notice is being delivered and, if applicable, shall clearly specify the aggregate dollar amount due and payable to Buyer.

(c)This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute a single agreement.

9

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement on the date first above written.

BUYER:	PRIMORIS SERVICES CORPORATION,
	a Delaware corporation
	/s/BRIAN PRATT
	Brian Pratt, Chief Executive Officer, President and Chairman of the Board
THE REPRESENTATIVE:	/s/MICHAEL D. KILLGORE
	Michael D. Killgore
ESCROW AGENT:	Continental Stock Transfer & Trust Company
	By:	/s/ALEXANDRA ALBRECHT
	Name:	Alexandra Albrecht
	Title:	Vice President

[Signature Page to Escrow Agreement]

EX-10.2

Exhibit 10.2

VOTING AGREEMENT

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.”

R E C I T A L S

A.As of December 18, 2009, the Company, the Target, the members of Target and Michael D. Killgore, as Sellers’ Representative, have entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) that provides, inter alia, upon the terms and subject to the conditions thereof, for the purchase of all of the limited liability company interests of Target by the Company.  All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

B.As of the date hereof, each Stockholder owns beneficially and has the right to vote (including shares subject to a proxy provided to Brian Pratt) or to direct the vote of the number of shares of common stock of the Company, par value $0.0001 per share (“Company Common Stock”), as set forth opposite such Stockholder’s name on Exhibit A hereto (all such shares and any shares of which beneficial ownership and the right to vote or to direct the vote of that are hereafter acquired by any of the Stockholders, whether by purchase, conversion, exercise or otherwise, prior to the termination of this Agreement are referred to herein as the “Shares”).

C.As a condition to the consummation of the Purchase Agreement, the Stockholders have agreed to enter into this Agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants set forth herein and in the Purchase Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.Voting of Shares.

1.1Obligation to Vote in Favor of the Conversion of the Buyer Shares.  During the term of this Agreement, each Stockholder agrees to vote (or cause to be voted) the Shares over which he or it has the right to vote or to direct the vote of, in favor of the conversion of the Buyer Shares to Company Common Stock at any meeting of the holders of the Company Common Stock, however called, or in connection with any written consent of the holders of the Company Common Stock.

1

1.2Term of Agreement.  The obligations of the Stockholders pursuant to this Agreement shall terminate immediately following the date the stockholders of the Company approve the conversion of the Buyer Shares to Company Common Stock at any meeting of the holders of the Company Common Stock, however called, or by written consent.

1.3Obligations as Director and/or Officer.  Nothing in this Agreement shall be deemed to limit or restrict any director or officer of the Company from acting in his or her capacity as such director or officer or from exercising his or her fiduciary duties and responsibilities, it being agreed and understood that this Agreement shall apply to each Stockholder solely in his or her capacity as a Stockholder of the Company and shall not apply to his or her actions, judgments or decisions as a director or officer of the Company if he or she is such a director or officer.

1.4Disclosure.  The Stockholders hereby agree that the Company is permitted to publish and disclose in the Proxy Statement and any other form, document or schedule filed with the SEC, and any press release or other disclosure document which Buyer and Sellers reasonably determine to be necessary or desirable in connection with the Purchase Agreement and any transactions related thereto, the Stockholders’ identity and ownership of the Shares and the nature of the Stockholders’ commitments, arrangements and understandings under this Agreement.

1.5Transfer.  No Stockholder shall transfer any Shares if such transfer will result in an excess of 200,000 shares of Company Common Stock, in aggregate, being sold by the Stockholders after the date hereof unless the transferee agrees in writing to be bound to the terms and conditions of this Agreement.

2.Representations and Warranties; Covenants of the Stockholders.  Each Stockholder hereby severally represents warrants and covenants as follows:

2.1Authorization.  Such Stockholder has full legal capacity and authority to enter into this Agreement and to carry out such Stockholder’s obligations hereunder.  This Agreement has been duly executed and delivered by such Stockholder, and (assuming due authorization, execution and delivery by the Company, the Sellers and the other Stockholders) this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

2.2No Conflict; Required Filings and Consents.

(a)The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any Laws applicable to such Stockholder or by which any property or asset of such Stockholder is bound or affected, or (ii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on any property or asset of such Stockholder, including, without limitation, the Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation.

2

(b)The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Exchange Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by such Stockholder of such Stockholder’s obligations under this Agreement.

2.3Title to Shares.  Such Stockholder is the legal and beneficial owner of its Shares, free and clear of all liens and other encumbrances except certain restrictions upon the transfer of such Shares.

3.General Provisions.

3.1Notices.  All notices and other communications given or made pursuant hereto shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by overnight courier service, by telecopy, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 3.1):

(a)If to the Company or to any Stockholder:

Primoris Services Corporation
26000 Commercentre Drive
Lake Forest, CA  92630
Attention:  General Counsel
Facsimile:  949-595-5544

with a mandatory copy to

Rutan & Tucker, LLP
611 Anton Blvd., Suite 1400
Costa Mesa, CA 92626
Telephone:        (714) 641-5100
Facsimile:         (714) 546-9035
Attn:George Wall, Esq.

(b)If to the Sellers then to the Sellers’ Representative:

Michael D. Killgore
James Construction Group
11200 Industriplex Boulevard
Baton Rouge, LA 70809
Telephone:        (225) 241-3211
Facsimile:         (225) 295-4838

3

with a mandatory copy to:

Kean, Miller, Hawthorne, D’Armond, McCowan & Jarman, L.L.P.
Post Office Box 3513 (70821)
Suite 1800, One American Place
Baton Rouge, Louisiana 70802
Telephone:        (225) 382-3414
Facsimile:         (225) 215-4014
Attn: G. Blane Clark, Jr.

3.2Headings.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

3.3Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

3.4Entire Agreement.  This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.  This Agreement may not be amended or modified except in an instrument in writing signed by, or on behalf of, the parties hereto.

3.5Specific Performance.  The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

3.6Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State.

3.7Arbitration.  Except as otherwise provided in this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Harris County, Texas.

(a)Judicial Arbitration and Mediation Services.  The arbitration shall be administered by Judicial Arbitration and Mediation Services (“JAMS”) in its Harris office.

(b)Arbitrator.  The arbitrator shall be a retired superior or appellate court judge of the State of Texas affiliated with JAMS.

4

(c)Provisional Remedies and Appeals.  Each of the parties reserves the right to file with a court of competent jurisdiction an application for temporary or preliminary injunctive relief, writ of attachment, writ of possession, temporary protective order and/or appointment of a receiver on the grounds that the arbitration award to which the applicant may be entitled may be rendered ineffectual in the absence of such relief.  The award of the arbitrator shall be binding, final, and nonappealable.

(d)Enforcement of Judgment.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The award of the arbitrator shall be binding, final, and nonappealable.

(e)Discovery.  The parties may obtain discovery in aid of the arbitration to the fullest extent permitted under law.  All discovery disputes shall be resolved by the arbitrator.

(f)Consolidation.  Any arbitration hereunder may be consolidated by JAMS with the arbitration of any other dispute arising out of or relating to the same subject matter when the arbitrator determines that there is a common issue of law or fact creating the possibility of conflicting rulings by more than one arbitrator.  Any disputes over which arbitrator shall hear any consolidated matter shall be resolved by JAMS.

(g)Power and Authority of Arbitrator.  The arbitrator shall not have any power to alter, amend, modify or change any of the terms of this Agreement nor to grant any remedy which is either prohibited by the terms of this Agreement, or not available in a court of law.

(h)Governing Law.  All questions in respect of procedure to be followed in conducting the arbitration as well as the enforceability of this Agreement to arbitrate which may be resolved by state law shall be resolved according to the law of the state of Delaware.  Any action brought to enforce the provisions of this Section shall be brought in the Harris County Superior Court.  All other questions in respect to this Agreement, including but not limited to the interpretation, enforcement of this Agreement (other than the right to arbitrate), and the rights, duties and liabilities of the parties to this Agreement shall be governed by Delaware law.

(i)Costs.  The costs of the arbitration, including any JAMS administration fee, and arbitrator’s fee, and costs of the use of facilities during the hearings, shall be borne equally by the parties in the first instance.  Upon issuance of an award, costs shall be awarded to the prevailing party.

5

3.8Attorneys’ Fees.  If a party to this Agreement shall bring any action, suit, counterclaim, appeal, arbitration, or mediation for any relief against the other parties, declaratory or otherwise, to enforce the terms hereof or to declare rights hereunder (referred to herein as an “Action”), the non-prevailing party in such Action shall pay to the prevailing party in such Action a reasonable sum for the prevailing party’s attorneys’ fees and expenses (at the prevailing party’s attorneys’ then-current rates, as increased from time to time by the giving of advance written notice by such counsel to such party) incurred in prosecuting or defending such Action and/or enforcing any judgment, order, ruling or award (referred to herein as a “Decision”), granted therein, all of which shall be deemed to have accrued from the commencement of such Action, and shall be paid whether or not such Action is prosecuted to a Decision.  Any Decision entered into in such Action shall contain a specific provision providing for the recovery of attorneys’ fees and expenses incurred in enforcing such Decision.  The court or arbitrator may fix the amount of reasonable attorneys’ fees and expenses upon the request of any party.  For purposes of this Section, attorneys’ fees shall include, without limitation, fees incurred in connection with (1) postjudgment motions and collection actions, (2) contempt proceedings, (3) garnishment, levy and debtor and third party examination, (4) discovery and (5) bankruptcy litigation.

3.9Submission to Jurisdiction.  Subject to the provisions of Section 3.7 above, each of the Parties submits to the exclusive jurisdiction of any federal court sitting in the State of Texas, County of Harris, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court.  Each Party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court.  Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of the other Party with respect thereto.  Either Party may make service on the other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 9.7 of the Purchase Agreement.  Nothing in this Section 3.9, however, shall affect the right of either Party to serve legal process in any other manner permitted by law or at equity.  Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

3.10No Waiver.  No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

3.11Counterparts.  This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

3.12Purchase Agreement.  All references to the Purchase Agreement herein shall be to such agreement as may be amended by the parties thereto from time to time.

6

3.13Certain Events.  The Stockholders agree that this Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any person to which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including without limitation, any such Stockholders’ spouses, trustees, beneficiaries, heirs, guardians, administrators or successors.  Notwithstanding any such transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement.  This Agreement and the obligations hereunder, so long as any Stockholder is an individual, will survive the death, incompetency and disability of such Stockholder or any other individual holder of the Shares, so long as any Stockholder is an entity, will survive the merger or reorganization of such Stockholder, so long as any Stockholder is a trust, will survive the dissolution of such Stockholder.

[Signature Page Follows]

7

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

TARGET:	James Construction Group, LLC
	By:	/s/ Michael D. Killgore
STOCKHOLDERS:	/s/ Brian Pratt
	Brian Pratt
	/s/ John P. Schauerman
	John P. Schauerman
	/s/ Timothy R. Healy
	Timothy R. Healy
	Summers Trust
	By:	/s/ Scott Summers
		Scott Summers, Trustee
	/s/ Mark Thurman
	Mark Thurman
SELLERS’ REPRESENTATIVE:	/s/ Michael D. Killgore
	Michael D. Killgore,
	as Sellers’ Representative

8

EXHIBIT A

STOCKHOLDERS

Name and Address	Number of Shares
Brian Pratt
26000 Commercenter Drive
Lake Forest, CA 92630	15,732,508
John P. Schauerman
26000 Commercenter Drive
Lake Forest, CA 92630	1,281,462
Timothy R. Healy
26000 Commercenter Drive
Lake Forest, CA 92630	518,545
Summers Family Trust
26000 Commercenter Drive
Lake Forest, CA 92630	1,352,986
Mark Thurman
26000 Commercenter Drive
Lake Forest, CA 92630	53,643

9

EX-10.3

Exhibit 10.3

THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO ANY AND ALL INDEBTEDNESS OF THE ISSUER TO THE PRIVATEBANK AND TRUST COMPANY (“THE PRIVATEBANK”) IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT BETWEEN THE ISSUER AND THE PRIVATEBANK, DATED DECEMBER 15, 2009, TO WHICH REFERENCE IS HEREBY MADE FOR A MORE FULL STATEMENT THEREOF.  THE HOLDER HAS AGREED THEREBY NOT TO SELL, ASSIGN, TRANSFER, PLEDGE OR HYPOTHECATE THIS NOTE WITHOUT THE PRIVATEBANK’S WRITTEN CONSENT.

PROMISSORY NOTE

$53,500,000	December 18, 2009
	Lake Forest, California

FOR VALUE RECEIVED, PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Issuer”), promises to pay to the order of each of the individuals set forth on Exhibit A hereto (each a, “Holder” and collectively, the “Holders”), the specific principal amounts next to each such Holder’s name as set forth on Exhibit A hereto with an aggregate principal sum of Fifty-Three Million Five Hundred Thousand Dollars ($53,500,000), together with interest as computed below.

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.

The following is a statement of the rights of each Holder and the conditions to which this Note is subject, and to which each Holder, by the acceptance of this Note, agrees:

1.Certain Definitions.  The following terms, when used in this Note, shall have the following meanings.  Any of these terms may, unless the context otherwise requires, be used in the singular or plural depending on the reference.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

“Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.

“Applicable Interest Rate” means the rate per annum equal to:

a.five percent (5%) during the period beginning on the Issuance Date and ending on the date nine (9) months after the Issuance Date (the “First Period Termination Date”);

b.seven percent (7%) during the period beginning on the First Period Termination Date and ending on the date eighteen (18) months after the Issuance Date; and

c.eight percent (8%) thereafter.

“Event of Default” shall have the meaning set forth in Section 5.

“Holder” means the Persons specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note.

“Holders’ Representative” means Michael D. Killgore, or any individual appointed as a successor Sellers’ Representative pursuant to Section 7 hereof.

“Issuance Date” means December 15, 2009.

“Issuer” includes Primoris Services Corporation, a Delaware corporation, and any Person which shall succeed to or assume the obligations of Issuer under this Note, provided, however, that Issuer shall not be released hereunder except pursuant to a written release executed by Holders’ Representative or by payment in full of all the Obligations.

“Maturity Date” means December 15, 2014.

“Net Equity” means the amount of cash proceeds received by Issuer in connection with the offering of any capital equity of Issuer or any of its Affiliates minus any expenses incurred in connection with such offering, including but not limited to attorneys’ fees, underwriters’ fees and accountants’ fees.

“Note” means this Promissory Note.

“Obligations” means and includes all loans, advances, debts, liabilities and obligations, howsoever arising, owed by Issuer to the Holders of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of this Note, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees and costs chargeable to and payable by Issuer hereunder.

“Person” means and includes an individual, an individual or entity serving in the capacity as a trustee of a trust or the trust itself, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

“Purchase Agreement” shall have the meaning set forth in the second introductory paragraph of this Note.

“Qualified Debt” means the amount of cash proceeds received by Issuer or any of its Affiliates in connection with the incurrence of any indebtedness except for indebtedness under a bank line of credit (provided that with respect to indebtedness under a line of credit to finance the acquisition of a business whatever the structure, this exception shall be limited to an outstanding balance of $10,000,000 in the aggregate at any time) or indebtedness incurred to finance operating expenses, equipment and capital expenditures (but specifically excluding any

2

capital expenditures associated with the acquisition of a business whatever the structure) incurred by Issuer or any of its Affiliates in the ordinary course of business.

“Subordination Agreements” means the subordination agreements with The PrivateBank and Trust Company and Liberty Mutual Insurance Company subordinating, in accordance with their terms, the Note to Issuer’s senior lender and bonding agency as attached hereto on Exhibit B.

2.Payments of Principal and Interest; Default Interest Rate; Late Fees.

2.1Payments of Principal and Interest.  Beginning on the Issuance Date, the outstanding principal balance of this Note shall bear interest at the Applicable Interest Rate and shall be computed on the basis of a 365-day year and the actual number of days elapsed.  Payments of principal and interest shall be payable in cash in sixty (60) equal and fully amortizing monthly payments of principal and interest commencing January 15, 2010 and ending on the Maturity Date; provided, however, that if Issuer or any of its Affiliates raise additional capital or increase the balance due under any Qualified Debt (whether equity or debt), then Issuer shall notify Holders of same and:

(a)Issuer shall prepay this Note in an amount equal to (i) one hundred percent (100%) of the first Ten Million Dollars ($10,000,000) of Net Equity raised (excluding the proceeds received from the exercise of any warrant outstanding on the date hereof, with respect to which Issuer hereby represents and warrants to Holders that such outstanding warrants will not allow the holders thereof to purchase more than 5,605,956 shares of common stock of Issuer) plus (ii) seventy-five percent (75%) of Net Equity raised in excess of Ten Million Dollars ($10,000,000), if any, plus (iii) thirty-three percent (33%) of Qualified Debt raised, if any, and

(b)Any prepayment of this Note, whether required or discretionary, shall be applied first to expenses due the Holders including without limitation late fees, second to accrued interest due, and third to principal applied in reverse order of when such principal is scheduled to be paid; and

(c)Any prepayment required by this Section shall be due within ten (10) business days of the receipt of cash proceeds by Issuer.

2.2Default Interest Rate.  If any amount of principal or interest on this Note is not paid when due the entire outstanding principal balance of the Note shall bear interest at a rate to the Applicable Interest Rate plus two percent (2%) from the due date of such installment of such principal or interest until such default is cured by the payment of all principal and interest and late fees then due (“Default Interest”).  The incurrence of Default Interest shall not excuse late payment.

2.3Late Fees.  Should any payment under this Note not be paid when due and payable, it is recognized by Issuer that the Holders will incur extra expenses for handling the delinquent payment.  The exact amount of said extra expenses is impossible to ascertain at this time, but a charge of two percent (2%) of the amount of the delinquent payment would be a fair

3

approximation of the expense so incurred by the Holders.  Therefore, in the event a payment is received more than ten (10) days after the date on which it was due, Issuer shall, without notice and without prejudice to the right of the Holders to declare an Event of Default or to collect any other amounts due hereunder, pay to the Holders a “late charge” equal to two percent (2%) of the amount of the delinquent payment.  At the option of Issuer, said late charge may be added to the principal under this Note.

2.4No Right of Offset.  Issuer shall have no right to set off against payments due under this Note.

2.5Allocation Among Holders. All payments under this Note whether principal, interest, late fees, and expenses shall be paid to the Holders pro rata based on the principal balance due each Holder.

3.Payment on Non-Business Days. Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of California, such payment may be due on the next succeeding business day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

4.Prepayment.  Upon five (5) days prior written notice to the Holders, Issuer may prepay this Note in whole or in part; provided, however, that any such prepayment will be applied first to the payment of expenses due under this Note, second to interest accrued on this Note and third, if the amount of prepayment exceeds the amount of all such expenses and accrued interest, to the payment of principal of this Note as described in Section 2.1(b) and Section 2.5.

5.Events of Default.  The occurrence of any of the following shall constitute an “Event of Default” under this Note:

5.1Failure to Pay.  Issuer shall fail to pay when due any payment required under the terms of this Note by the end of the tenth day following the due date.

5.2Breaches of Covenants.  Issuer shall fail to observe or perform any covenant set forth in Section 8 and such failure shall continue for twenty (20) days after Issuer’s receipt of Holder’s written notice to Issuer of such breach.

5.3Voluntary Bankruptcy or Insolvency Proceedings.  Issuer shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing.

4

5.4Involuntary Bankruptcy or Insolvency Proceedings.  Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Issuer or of all or a substantial part of its property, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Issuer or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of commencement.

5.5Cessation of Business.  Issuer dissolves, is subject to liquidation or ceases to conduct business in the ordinary course.

5.6Change of Control.  Notwithstanding the foregoing, this Note, plus all accrued interest, shall be paid in full within 30 days after a Change of Control. A “Change of Control” shall be deemed to have occurred if, at any time, (a) Buyer ceases to control Target or to be entitled to elect all of the members of the board of directors or managers of Target; or (b) all or substantially all of any of the assets of Buyer or Target are sold in one transaction or a series of transactions to any Person or related group of Persons; or (c) Buyer or Target are merged with or into another Person except for a merger in which the stockholders of Issuer immediately prior to the merger continue to beneficially own at least a majority of the equity in the combined entity immediately after the merger; or (d) the filing of a certificate of dissolution or the equivalent for Buyer or Target, or (e) the lapse of ninety (90) days after the notice to Buyer of revocation without a reinstatement of Buyer’s charter within thirty (30) days after receipt of notice of this revocation is received by Buyer.

5.7Levy or Seizure.  The attachment, seizure or levy under legal process, which is not removed within forty-five days, upon assets of Issuer or any of its Affiliates that are material to the operation of the business of Buyer and its subsidiaries when taken as a whole.

6.Rights of Holder Upon Default.  Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 5.3 and 5.4) and at any time thereafter during the continuance of such Event of Default, Holder may declare all outstanding Obligations payable by Issuer hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; provided, however, if the Event of Default is the failure to pay as set forth in Section 5.1 and the reason for Issuer’s failure to pay is that Issuer is contractually prohibited from making a payment due to the terms of the Subordination Agreements, then the Holders shall not be entitled to declare all outstanding Obligations payable by Issuer until the earlier of (a) the date that is 180 days after the date that the Event of Default was triggered, or (ii) the date 10 days after the contractual prohibition to payment has been removed.  Upon the occurrence or existence of any Event of Default described in Sections 5.3 and 5.4, immediately and without notice, all outstanding Obligations payable by Issuer hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.  In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Holder may exercise any other right power or remedy permitted by law, either by suit in equity or by action at law, or both.

5

7.Holders Representative.  Each Holder constituted and appointed Michael D. Killgore as Holders’ Representative pursuant to the terms and provisions of Section 9.19 of the Purchase Agreement.

8.Certain Covenants.  While any amount is outstanding under this Note, without the prior written consent of the Holders’ Representative, Issuer shall not:

8.1Incur any obligations for seller financing associated with the acquisition of a business (whatever the structure) without making it contractually subordinated in right of payment to the payment of this Note; or

8.2make any payment on account of indebtedness of Issuer that has been contractually subordinated in right of payment to this Note; or

8.3except for regular, in terms of purpose, quarterly dividends, make any distribution or declare or pay any dividends (in cash or other property, other than common stock); or

8.4if Issuer is not permitted by the senior lender and/or surety company that are parties to the Subordination Agreements to make the prepayments required under Section 2.1(a), Issuer shall not consummate the transaction that would have required the prepayment; or

8.5purchase, acquire, redeem, or retire any of any common stock of Issuer, whether now or hereafter outstanding, unless the principal balance of this Note is less than Ten Million Dollars ($10,000,000).

9.Successors and Assigns.  Subject to the restrictions on transfer described in Sections 11 and 12, the rights and obligations of Issuer and Holders of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

10.Waiver and Amendment.  Any provision of this Note may be amended, waived or modified upon the written consent of Issuer and the Holders’ Representative.

11.Transfer of this Note.  With respect to any offer, sale, assignment or other disposition of this Note, any Holder will give written notice to Issuer prior thereto, describing the identity of the assignee thereof, and such transfer shall be effectively following the written consent of Issuer which shall not be unreasonably withheld.

12.Assignment by Issuer.  Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by Issuer without the prior written consent of the Holders’ Representative and any such assignment without such written consent shall be void.

13.Notices.  All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given on the earlier of (a) when actually received, (b) two business days after it is sent by overnight courier, or (c) two business days after it is sent by

6

registered or certified mail (return receipt requested, postage prepaid) and addressed to the intended recipient as set forth below:

If to Holders or Holders’ Representative:

Donald B. Bonaventure
James Construction Group
11200 Industriplex Boulevard, Suite 150
Baton Rouge, LA 70809

Telephone:(225) 906-1110

Facsimile:(225) 295-4838

7

Copy to:KEAN, MILLER, HAWTHORNE, D’ARMOND,
McCOWAN & JARMAN, L.L.P.

Post Office Box 3513 (70821)

Suite 1800, One American Place

Baton Rouge, Louisiana 70802

Telephone:(225) 382-3414

Facsimile:(225) 215-4014

Attn: Mr. G. Blane Clark, Jr.

And:Stefani & Stefani, Professional Corporation

512 E. Eleven Mile Road

Royal Oak, MI  48067

Attn: Michael L. Stefani

If to Issuer:PRIMORIS SERVICES CORPORATION

26000 Commercentre Drive

Lake Forest, CA  92630

Telephone:(949) 598-9242

Facsimile:(949) 595-5544

Attn:General Counsel

Copy to:Rutan & Tucker, LLP

611 Anton Blvd., Suite 1400

Costa Mesa, CA 92626

Telephone:(714) 641-5100

Facsimile:(714) 546-9035

Attn:George Wall, Esq.

Either Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient.  Either Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth.

14.Payment.  Payment shall be made in lawful tender of the United States.

15.Usury.  In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

16.Expenses; Waivers.  Issuer agrees to pay all costs and expenses of collection incurred by the Holders in connection with enforcement of this Note whether incurred prior to or after an action is instituted by Holders. If action is instituted to collect this Note, the non-prevailing party promises to pay all costs and expenses, including, without limitation, reasonable

8

attorneys’ fees, expert fees and all other costs, incurred by the prevailing party in connection with such action. Such expenses, costs and fees include but are not limited to those which may be incurred in connection with all appearances and other activity in bankruptcy or insolvency proceedings involving the Issuer or the enforcement of the Note, the defense of any claims or causes of action against the Holders, and in the negotiation or settlement by the Holders of any modification or compromise, or request for same, regarding the performance by Issuer of any of its obligations hereunder, all without regard to any statutory, judicial, administrative or other schedule for reimbursement or payment of legal fees.  Issuer hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

17.Governing Law; Venue.  This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware, or of any other state. Venue for all proceedings shall be in Harris County, Texas.  Each of the Parties submits to the exclusive jurisdiction of any federal court sitting in the State of Texas, County of Harris, in any action or proceeding arising out of or relating to this Note and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court.  Each Party also agrees not to bring any action or proceeding arising out of or relating to this Note in any other court.  Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of the other Party with respect thereto.  Either Party may make service on the other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 13 above.  Nothing in this Section 17, however, shall affect the right of either Party to serve legal process in any other manner permitted by law or at equity.  Each Party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

18.Failure or Indulgence Not Waiver. No failure or delay on the part of the Holders in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

9

IN WITNESS WHEREOF, Issuer has caused this Note to be issued as of the date first written above.

PRIMORIS SERVICES CORPORATION,
a Delaware corporation

/s/BRIAN PRATT

Brian Pratt, Chief Executive Officer, President and Chairman of the Board

EXHIBITS:

AList of Holders and Principal Amounts

BSubordination Agreements

[Signature page to Promissory Note]

10

EXHIBIT A

HOLDERS AND PRINCIPAL AMOUNTS

	Note Allocation(1)
Family Members
Dominic Iafrate	$	8,492,307.69
Angelo Iafrate	8,492,307.69
Trust for Stephen M. Iafrate	7,076,923.08
Trust for Dominic A. Iafrate	7,076,923.08
Trust for Jaclyn Iafrate	4,953,846.15
Trust for Donielle M. Iafrate	4,953,846.15
Trust for Anthony C. Iafrate	4,953,846.15
	46,000,000.00
Management Members
Mike Killgore	1,428,571.43
Donald Bonaventure	1,428,571.43
Danny Hester	1,428,571.43
Rodney James	642,857.14
Charles Poole	642,857.14
Bruce Hix	535,714.29
Conrad Bourg	428,571.43
Tommy Lasseigne	321,428.57
Kan Janke	321,428.57
Thomas Love Jr	321,428.57
	7,500,000.00
Total Note	$	53,500,000.00

EXHIBIT B

SUBORDINATION AGREEMENT

EX-10.4

Exhibit 10.4

DATE: December 18, 2009

SUBORDINATION AGREEMENT

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 existing or hereafter arising and howsoever evidenced or acquired (the aggregate principal amount of such Subordinated Indebtedness as of the date hereof being that amount outstanding pursuant to that certain Promissory Note, in form attached hereto as EXHIBIT A, in the face amount of fifty-three million five hundred thousand Dollars ($53,500,000) (the “Promissory Note”) of the Company payable to the Creditor) shall be and remain junior and subordinate to any and all obligations of the Company to the Bank (“Superior Indebtedness”) now existing or hereafter arising, whether direct or indirect, secured or unsecured, absolute or contingent, joint and several, and howsoever owned, or acquired.

Without limiting the generality of the foregoing, the Creditor further agrees with the Bank as follows:

1(a).        Except as provided in Section 1(b), so long as there is any “Default”, whether technical or monetary, on any Superior Indebtedness no payment of principal or interest (notwithstanding the expressed maturity or any time for the payment of principal on the

1

Promissory Note) shall be made on the Promissory Note except with Bank’s prior written consent and the Creditor will take no steps, whether by suit or otherwise to compel or enforce the collection of the Promissory Note, nor will the Creditor use the Promissory Note by way of counterclaim, set off, recoupment or otherwise as to diminish, discharge or otherwise satisfy in whole or in part any indebtedness or liability of the Creditor to the Company.

1(b).        Upon the occurrence and continuance of any Event of Default under the Promissory Note, the Creditor shall not be entitled to accelerate outstanding obligations payable by the Company until 180 days after the date that the Event of Default was triggered.

1(c).        The Company may, however, pay scheduled principal (including scheduled prepayments of principal) and interest on the Promissory Note as outlined in paragraph #2 of the Promissory Note without obtaining written consent of the Bank, so long as no event of Default on Superior Indebtedness has occurred, or will occur as a result of such payment, and notwithstanding the provisions of Section 1(d) Creditor need not give Bank notice of such payments..

1(d).        The Creditor must provide the Bank with notice prior to a draw on the Subordinated Note.

2.             The Bank need not at any time give the Creditor notice of any kind of the creation or existence of any Superior Indebtedness, nor of the amount or terms thereof, all such notice being hereby expressly waived.  Also, the Bank may at any time from time to time, without the consent of or notice to the Creditor, without incurring responsibility to the Creditor, and without impairing or releasing the obligation of the Creditor under this agreement (i) renew, refund or extend the maturity of any Superior Indebtedness, or any part thereof, or otherwise revise, amend or alter the terms and conditions thereof, (ii) sell, exchange, release or otherwise deal with any property by whomsoever at any time pledged, mortgaged or otherwise hypothecated or subjected to a lien to secure any Superior Indebtedness, and (iii) exercise or refrain from exercising any rights against the Company and others, including the Creditor.

2

3.             The Creditor without prior written consent will not sell, assign, transfer, pledge or hypothecate any Subordinated Indebtedness, or any part thereof, or agree to discharge or forgiveness of the same so long as there remains any Superior Indebtedness except subject to and in accordance with the terms hereof and upon the agreement of the transferee or assignee to abide by and be bound by the terms hereof.

4.             The Bank shall provide the Creditor with immediate notice upon an Event of Default under the Superior Indebtedness.  Upon receipt of such notice, the Creditor shall not accept any payments from the Company on the Subordinated Indebtedness.  If the Company does make a payment to the Creditor in violation of the prohibition herein, all funds, the value of any property and any benefit received by the Creditor in connection with such payment shall be returned to the Company immediately upon demand by the Bank.

5.             The Creditor will cause all Subordinated Indebtedness to be at all times evidenced by the Promissory Note or notes of the Company and will cause all such notes to bear thereon a legend substantially as follows:

“The indebtedness evidenced by this Note is subordinate to any and all indebtedness, obligations and liabilities of the maker hereof to THE PRIVATEBANK AND TRUST COMPANY in the manner and to the extent set forth in that certain Subordination Agreement with said Bank dated December 18, 2009, to which reference is hereby made for a more full statement thereof.  The holder has agreed thereby without said Bank’s written consent not to sell, assign, transfer, pledge or hypothecate this Note.”

6.             This Subordination Agreement shall be continuing and binding until written notice of its discontinuance shall be actually received by you, and also shall continue to remain in full force and effect until all Superior Indebtedness created or existing prior to the receipt of such notice shall have been fully paid and satisfied.

3

Each and all of the promises herein contained shall be binding on the Creditor, his or her heirs, legal representatives and assigns, and shall inure to your benefit and the benefit of your successors and assigns.

CREDITOR:		BANK:
Michael D. Killgore		THE PRIVATEBANK AND TRUST COMPANY
As Sellers’ Representative
By:	/s/ Michael D. Killgore	By:	/s/ Steve Trepiccione
		Its:

4

Primoris Services Corporation hereby acknowledges receipt of a copy of the above Subordination Agreement and agrees to be bound by the terms and provisions thereof, to make no payment or distribution contrary to the terms thereof and to do every other act and thing necessary or appropriate to be done or performed by it in order to carry out the terms of the Subordination Agreement.

Dated: December 18, 2009

PRIMORIS SERVICES CORPORATION

By:	/s/ Brian Pratt
Its:	CEO

5

EX-10.5

Exhibit 10.5

Interchange Corporate Center 450 Plymouth Road, Suite 400 Plymouth Meeting, PA 19462-1644 Ph. (610) 832-8240

SUBORDINATION AGREEMENT

I.PARTIES

The parties to this Agreement are:

1.	Primoris Services Corporation, hereinafter called Contractor.
2.	Michael D. Killgore, as Sellers’ Representative, hereinafter called Creditor.
3.	Liberty Mutual Insurance Company and any other company that is part of or added to the Liberty Mutual Group and for which Liberty Mutual Surety underwrites surety business, hereinafter called “Surety”. For the purposes of this Agreement, the definition of Surety shall include Safeco Insurance Company of America, General Insurance Company of America, First National Insurance Company of America, Safeco National Insurance Company (individually and collectively the “Safeco Insurance Companies”).

II.RECITALS:

This Agreement is entered into based upon the following facts and circumstances:

(1)	From time to time Contractor may request Surety to execute instruments of suretyship on its behalf, hereinafter called Bonds.
(2)	Contractor is indebted to Creditor in the sum of $53,500,000, as evidenced by
	that certain Promissory Note dated December 15, 2009 in favor of the members of James Construction Group, L.L.C., hereinafter called “Promissory Note”.
(3)	Contractor and Creditor desire Surety to furnish Bonds as requested by Contractor and as an inducement therefor enter into the following Agreement.

III.COVENANTS:

In consideration of the furnishing of any such Bonds by Surety, Contractor and Creditor hereby agree as follows:

1.	Creditor hereby subordinates all rights and claims against Contractor on account of the above mentioned indebtedness to any and all rights and claims of Surety on account of Loss as defined herein. Loss shall mean any and all loss or expense of whatever kind, including interest, court costs and counsel fees which Surety incurs or sustains as a result of or in connection with any Bond furnished by Surety. Originals or photocopies of claim drafts, or of payment records kept in the ordinary course of business, including computer print-outs, verified by affidavit, shall be prima facie evidence of the fact and amount of Surety’s loss and Surety shall be entitled to reimbursement for any and all disbursements made by it in good faith, under the belief that it was liable, or that such disbursement was necessary or expedient.
2.	Surety’s Loss shall be paid in full out of the assets of the Contractor before any payment on account of the above mentioned indebtedness is made to or realized by Creditor.
3.	Creditor hereby assigns to Surety all of its rights and claims, including its security, if any, on account of such indebtedness so that in the event of receivership, bankruptcy or insolvency of Contractor, Surety may enforce such rights and claims and may have dividends thereon until Surety is reimbursed in full for its Loss.
4.	Unless specifically permitted in paragraph 11 below or Surety provides its express written consent, Creditor and Contractor agree that until Surety has been provided with competent legal evidence of the release or exoneration of each and every Bond, the mentioned indebtedness shall remain unchanged and unliquidated; that neither Creditor nor Contractor will by act or omission procure or permit the reduction of such indebtedness; nor will Creditor sell, transfer or hypothecate said indebtedness.
5.	Creditor agrees that in the event of a breach of any of the terms of this Agreement, all funds, the value of any property and any benefit received by Creditor in connection with such breach shall be returned by Creditor to Contractor upon Surety’s demand. Contractor further agrees to compensate Surety for any damage the Surety sustained that was caused by or contributed to by any breach of the Agreement, including, but not limited to any breach of the Agreement by Creditor.
6.	This Agreement shall apply to Bonds heretofore or hereafter executed and furnished by Surety, procured by Surety, or executed by any other surety as sole surety or as co-surety, and the rights hereunder shall inure to the benefit of Surety, such other surety, if any, and their reinsurers, if any.
7.	This Agreement shall apply to Bonds executed both before and after the effective date of this Agreement including any alterations, renewals, extensions and modifications thereof.
8.	The Surety’s ability to exercise any particular right or remedy under this Agreement, shall not be prejudiced by either a delay or failure to exercise such right or remedy. The obligations of the Creditor and Contractor hereunder shall be in addition to, and not in lieu of, their obligations to the Surety under any other agreements, including but not limited to the General Agreement of Indemnity executed in favor of the Surety, and in the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other agreements, the term or interpretation most favorable to the Surety, as determined by the Surety, shall control. Creditor and Contractor further acknowledge each has been provided with an opportunity to consult its own counsel prior to execution hereof.
9.	Notwithstanding this Agreement, Surety has no obligation to issue Bonds requested by Contractor or Creditor.
10.	This Agreement may not be terminated without the prior written consent of all parties hereto. In the event that all liability under the Bonds issued to Contractor has been extinguished, in the sole and absolute discretion of the Surety, Surety shall not withhold its consent to terminate this Agreement.
11.	NOTWITHSTANDING the foregoing provisions, Contractor shall be entitled to make and Creditor shall be entitled to receive, until the entire debt is paid in lawful money of the United States of America: a) installments no greater than the normally scheduled principal and interest amounts as set forth in the Promissory Note; and b) prepayments or accelerated payments, as set forth in 2.1(a)(i) and 2.1(a)(ii) of the Promissory Note. In the event that Contractor desires to make and Creditor desires to receive any other prepayment or accelerated payment including but not limited to the prepayment set forth in 2.1(a)(iii) (hereinafter “Qualified Debt Prepayment”), the Contractor and/or Creditor must provide Surety with 30 days prior written notice sent by certified mail (‘Surety Notice”) of its request to make such a repayment. Surety retains the right to expressly consent to such a Qualified Debt Prepayment, however, if Surety withholds its consent, Surety will provide written notice to both Contractor and Creditor within 30 days of receipt of the Surety Notice. Any Qualified Debt Prepayment made in violation of this paragraph shall be considered a breach of this Agreement as described in paragraph 5 and Surety shall be entitled to all remedies as described therein. Provided however, that no payments of any kind may be made while any Loss remains unpaid to the Surety, or should Contractor be in breach of the General Agreement of Indemnity, this Agreement, or any other agreement executed in favor of Surety.
12.	Any notice to be given hereunder shall be given in writing and sent to the respective parties or their designated representative as the address below:
	If to Surety:	Liberty Mutual Surety	If to Creditor:	Michael D. Killgore
		450 Plymouth Road, Suite 400		17653 Cross Boulevard
		Plymouth Meeting, PA 19462		Baton Rouge, LA 70810
		Attn: Home Office Underwriter
	If to Contractor:	Primoris Services Corporation
		26000 Commercentre Drive
		Lake Forest, CA 92630
		Attn: General Counsel

DATED as of this 18th day of December, 2009.

WITNESS/ATTEST

	(CORPORATION/PARTNER/PERSON as CONTRACTOR)
/s/ Hays Alexander	By:	/s/ Brian Pratt		(SEAL)
	Title:		CEO
/s/ Donald B. Bonaventure	(CREDITOR)
	By:	/s/ Michael D. Killgore			(Seal)
	Title:
	LIBERTY MUTUAL INSURANCE COMPANY
	(SURETY)
	By:	/s/ Michael McGowan			(Seal)
	Attorney-in-Fact

PRIMORIS LMS-4500 (Allowance of Normally Scheduled Payments) Rev. 9/09

EX-10.6

Exhibit 10.6

CNA Center
333 S. Wabash Avenue, 41st Floor
Chicago, IL 60604
Ph. (312) 822-5000

SUBORDINATION AGREEMENT

I.PARTIES

The parties to this Agreement are:

1.	Primoris Services Corporation, hereinafter called Contractor.
2.	Michael D. Killgore, as Sellers’ Representative, hereinafter called Creditor.
3.	CNA Surety Corporation, on its own behalf, and on behalf of its affiliates and subsidiaries Continental Casualty Company, National Fire Insurance Company of Hartford, American Casualty Company of Reading Pennsylvania, The Continental Insurance Company, Firemen’s Insurance Company of Newark, New Jersey, Western Surety Company, Universal Surety of America, Surety Bonding Company of American, hereinafter called “Surety”.

II.RECITALS:

This Agreement is entered into based upon the following facts and circumstances:

(1)	From time to time Contractor may request Surety to execute instruments of suretyship on its behalf, hereinafter called Bonds.
(2)	Contractor is indebted to Creditor in the sum of Fifty Three Million Five Hundred Thousand Dollars ($53,500,000), as evidenced by that certain Promissory Note dated December 15, 2009 in favor of the members of James Construction Group, L.L.C., hereinafter called “Promissory Note”.
(3)	Contractor and Creditor desire Surety to furnish Bonds as requested by Contractor and as an inducement therefor enter into the following Agreement.

III.COVENANTS:

In consideration of the furnishing of any such Bonds by Surety, Contractor and Creditor hereby agree as follows:

1.	Creditor hereby subordinates all rights and claims against Contractor on account of the above mentioned indebtedness to any and all rights and claims of Surety on account of Loss as defined herein. Loss shall mean any and all loss or expense of whatever kind, including interest, court costs and counsel fees which Surety incurs or sustains as a result of or in connection with any Bond furnished by Surety. Originals or photocopies of claim drafts, or of payment records kept in the ordinary course of business, including computer print-outs, verified by affidavit, shall be prima facie evidence of the fact and amount of Surety’s loss and Surety shall be entitled to reimbursement for any and all disbursements made by it in good faith, under the belief that it was liable, or that such disbursement was necessary or expedient.
2.	Surety’s Loss shall be paid in full out of the assets of the Contractor before any payment on account of the above mentioned indebtedness is made to or realized by Creditor.
3.	Creditor hereby assigns to Surety all of its rights and claims, including its security, if any, on account of such indebtedness so that in the event of receivership, bankruptcy or insolvency of Contractor, Surety may enforce such rights and claims and may have dividends thereon until Surety is reimbursed in full for its Loss.
4.	Unless specifically permitted in paragraph 11 below or Surety provides its express written consent, Creditor and Contractor agree that until Surety has been provided with competent legal evidence of the release or exoneration of each and every Bond, the mentioned indebtedness shall remain unchanged and unliquidated; that neither Creditor nor Contractor will by act or omission procure or permit the reduction of such indebtedness; nor will Creditor sell, transfer or hypothecate said indebtedness.
5.	Creditor agrees that in the event of a breach of any of the terms of this Agreement, all funds, the value of any property and any benefit received by Creditor in connection with such breach shall be returned by Creditor to Contractor upon Surety’s demand. Contractor further agrees to compensate Surety for any damage the Surety sustained that was caused by or contributed to by any breach of the Agreement, including, but not limited to any breach of the Agreement by Creditor.
6.	This Agreement shall apply to Bonds heretofore or hereafter executed and furnished by Surety, procured by Surety, or executed by any other surety as sole surety or as co-surety, and the rights hereunder shall inure to the benefit of Surety, such other surety, if any, and their reinsurers, if any.

7.	This Agreement shall apply to Bonds executed both before and after the effective date of this Agreement including any alterations, renewals, extensions and modifications thereof.
8.	The Surety’s ability to exercise any particular right or remedy under this Agreement, shall not be prejudiced by either a delay or failure to exercise such right or remedy. The obligations of the Creditor and Contractor hereunder shall be in addition to, and not in lieu of, their obligations to the Surety under any other agreements, including but not limited to the General Agreement of Indemnity executed in favor of the Surety, and in the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other agreements, the term or interpretation most favorable to the Surety, as determined by the Surety, shall control. Creditor and Contractor further acknowledge each has been provided with an opportunity to consult its own counsel prior to execution hereof.
9.	Notwithstanding this Agreement, Surety has no obligation to issue Bonds requested by Contractor or Creditor.
10.	This Agreement may not be terminated without the prior written consent of all parties hereto. In the event that all liability under the Bonds issued to Contractor has been extinguished, in the sole and absolute discretion of the Surety, Surety shall not withhold its consent to terminate this Agreement.
11.	NOTWITHSTANDING the foregoing provisions, Contractor shall be entitled to make and Creditor shall be entitled to receive, until the entire debt is paid in lawful money of the United States of America: a) installments no greater than the normally scheduled principal and interest amounts as set forth in the Promissory Note; and b) prepayments or accelerated payments, as set forth in 2.1(a)(i) and 2.1(a)(ii) of the Promissory Note. In the event that Contractor desires to make and Creditor desires to receive any other prepayment or accelerated payment including but not limited to the prepayment set forth in 2.1(a)(iii) (hereinafter “Qualified Debt Prepayment”), the Contractor and/or Creditor must provide Surety with 30 days prior written notice sent by certified mail (‘Surety Notice”) of its request to make such a repayment. Surety retains the right to expressly consent to such a Qualified Debt Prepayment, however, if Surety withholds its consent, Surety will provide written notice to both Contractor and Creditor within 30 days of receipt of the Surety Notice. Any Qualified Debt Prepayment made in violation of this paragraph shall be considered a breach of this Agreement as described in paragraph 5 and Surety shall be entitled to all remedies as described therein. Provided however, that no payments of any kind may be made while any Loss remains unpaid to the Surety, or should Contractor be in breach of the General Agreement of Indemnity, this Agreement, or any other agreement executed in favor of Surety.
12.	Any notice to be given hereunder shall be given in writing and sent to the respective parties or their designated representative as the address below:
	If to Surety:	CNA Surety Corporaiton	If to Creditor:	Michael D. Killgore
		333 South Wabash Avenue		17653 Cross Boulevard
		Chicago, IL 60604		Baton Rouge, LA 70810
		Attn: Chief Underwriting Officer
	If to Contractor:	Primoris Services Corporation
		26000 Commercentre Drive
		Lake Forest, CA 92630
		Attn: General Counsel

DATED as of this 18th day of December, 2009.

WITNESS/ATTEST

	Primoris Services Corporation
	(CORPORATION/PARTNER/PERSON as CONTRACTOR)
/s/ Kay Gooding & /s/ Hays Alexander	By:	/s/ Brian Pratt	(SEAL)
	Title:
	Michael D. Killgore, as Sellers’ Representative
/s/ Donald B. Bonaventure	(CREDITOR)
	By:	/s/ Michael D. Killgore		(Seal)
	Title:
	LIBERTY MUTUAL INSURANCE COMPANY
	(SURETY)
	By:	/s/ Michael McGowan		(Seal)
	Attorney-in-Fact

PRIMORIS LMS-4500 (Allowance of Normally Scheduled Payments) Rev. 9/09

EX-10.7

Exhibit 10.7

PROMISSORY NOTE

$1,966,000.00	December 18, 2009
	Baton Rouge, Louisiana

FOR VALUE RECEIVED, JAMES CONSTRUCTION GROUP, L.L.C., a Florida limited liability company (“Issuer”), promises to pay to the order of each of the individuals set forth on Exhibit A hereto (each a, “Holder” and collectively, the “Holders”), the specific principal amounts next to each such Holder’s name as set forth on Exhibit A hereto with an aggregate principal sum of One Million Nine Hundred Sixty-Six Thousand and No/100 Dollars ($1,966,000.00).

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 among Issuer, the Holders, Primoris Services Corporation and Michael D. Killgore, as Sellers’ Representative.

All principal under this note shall be paid in full prior to January 15, 2010.

Issuer shall have no right to set off against payments due under this note.

Each Holder constituted and appointed Michael D. Killgore as Sellers’ Representative pursuant to the terms and provisions of Section 9.19 of the Purchase Agreement.

Neither this note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by Issuer without the prior written consent of the Sellers’ Representative and any such assignment without such written consent shall be void.

Payment shall be made in lawful tender of the United States.

Issuer agrees to pay all costs and expenses of collection incurred by the Holders in connection with enforcement of this note whether incurred prior to or after an action is instituted by Holders. If action is instituted to collect this note, the non-prevailing party promises to pay all costs and expenses, including, without limitation, reasonable attorneys’ fees, expert fees and all other costs, incurred by the prevailing party in connection with such action. Such expenses, costs and fees include but are not limited to those which may be incurred in connection with all appearances and other activity in bankruptcy or insolvency proceedings involving the Issuer or the enforcement of the note, the defense of any claims or causes of action against the Holders, and in the negotiation or settlement by the Holders of any modification or compromise, or request for same, regarding the performance by Issuer of any of its obligations hereunder, all without regard to any statutory, judicial, administrative or other schedule for reimbursement or payment of legal fees.  Issuer hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

This note and all actions arising out of or in connection with this note shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware, or of any other state. Venue for all proceedings shall be in Harris County, Texas.  Each of the parties submits to the exclusive jurisdiction of any federal court sitting in the State of Texas, County of Harris, in any action or proceeding arising out of or relating to this note and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court.  Each party also agrees not to bring any action or proceeding arising out of or relating to this note in any other court.  Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of the other party with respect thereto.  Either party may make service on the other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in the Purchase Agreement.  Nothing in this Paragraph, however, shall affect the right of either party to serve legal process in any other manner permitted by law or at equity.  Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

No failure or delay on the part of the Holders in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

[Remainder of page intentionally blank]

2

IN WITNESS WHEREOF, Issuer has caused this note to be issued as of the date first written above.

JAMES CONSTRUCTION GROUP, L.L.C.,

a limited liability company

/s/ Michael D. Killgore

Michael D. Killgore, Manager

EXHIBITS:

A             List of Holders and Principal Amounts

[Signature page to Distribution Promissory Note]

3

EXHIBIT A

HOLDERS AND PRINCIPAL AMOUNTS

	Note Allocation(1)
Family Members
Dominic Iafrate	$	235,920.00
Angelo Iafrate	$	235,920.00
Trust for Stephen M. Iafrate	$	196,600.00
Trust for Dominic A. Iafrate	$	196,600.00
Trust for Jaclyn Iafrate	$	137,620.00
Trust for Danielle M. Iafrate	$	137,620.00
Trust for Anthony C. Iafrate	$	137,620.00
Management Members
Mike Killgore	$	131,066.67
Donald Bonaventure	$	131,066.66
Danny Hester	$	131,066.67
Rodney James	$	58,980.00
Charles Poole	$	58,980.00
Bruce Hix	$	49,150.00
Conrad Bourg	$	39,320.00
Tommy Lasseigne	$	29,490.00
Kan Janke	$	29,490.00
Thomas Love Jr	$	29,490.00
Total Note	$	1,966,000.00

EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT

BETWEEN

JAMES CONSTRUCTION GROUP, L.L.C.

AND

MIKE KILLGORE

November 18, 2009

EMPLOYMENT AGREEMENT

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”).

WHEREAS, pursuant to that certain Membership Interest Purchase Agreement by and among Primoris Services Corporation, the Employer, the members of Employer and Michael D. Killgore, as Sellers’ Representative dated on or about November 18, 2009, a closing date for the consummation of the prospective purchase is defined therein (the “Closing Date”);

WHEREAS, the Employer desires to employ the Employee, and the Employee desires to accept such employment, on the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

1.Definitions.

Generally, defined terms used in this Agreement are defined in the first instance in which they appear herein.  In addition, the following terms and phrases shall have the following meanings:

“Board” shall mean the board of directors of Employer.

“Business Day” shall mean any day that is not a Saturday, Sunday, or a day on which banking institutions in California are not required to be open.

“Cause” shall mean the Employee’s:

(i)failure to devote substantially all his working time to the business of Employer and its Affiliates and Subsidiaries;

(ii)willful disregard of his duties, or his intentional failure to act where the taking of such action would be in the ordinary course of the Employee’s duties hereunder;

(iii)gross negligence or willful misconduct in the performance of his duties hereunder;

(iv)commission of any act of fraud, theft or financial dishonesty, or any felony or criminal act involving moral turpitude; or

1

(v)unlawful use (including being under the influence) of alcohol or drugs or possession of illegal drugs while on the premises of the Employer or any of its Affiliates or while performing duties and responsibilities to the Employer and its Affiliates.

“Confidential Information” shall mean all proprietary and other information relating to the business and operations of Employer, which has not been specifically designated for release to the public by an authorized representative of Employer, including, but not limited to the following: (i) information, observations, procedures and data concerning the business or affairs of Employer; (ii) products or services; (iii) costs and pricing structures; (iv) analyses; (v) drawings, photographs and reports; (vi) computer software, including operating systems, applications and program listings; (vii) flow charts, manuals and documentation; (viii) data bases; (ix) accounting and business methods; (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice; (xi) customers, vendors, suppliers and customer, vendor and supplier lists; (xii) other copyrightable works; (xiii) all production methods, processes, technology and trade secrets and (xiv) all similar and related information in whatever form.  Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Employee proposes to disclose or use such information.  Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

“Disability” shall mean the Employee’s inability, due to physical or mental illness or disability, to perform the essential functions of his employment with the Employer, even with reasonable accommodation that does not impose an undue hardship on the Employer, for more than sixty (60) consecutive days, or for any ninety (90) days within any one year period, unless a longer period is required by federal or state law, in which case such longer period will be applicable.  The Employer reserves the right, in good faith, to make the determination of Disability under this Agreement based on information supplied by the Employee and/or his medical personnel, as well as information from medical personnel selected by the Employer or its insurers.

“Employer” shall mean James Construction Group, L.L.C.

“Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, an investment fund, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Termination Date” shall mean the effective date of the termination of the Employee’s employment hereunder, which (i) in the case of termination by resignation, shall mean the date that is ninety (90) days following the date of the Employee’s written notice to the Employer of his resignation; provided, however, that the Employer may accelerate the Termination Date; (ii) in the case of termination by reason of death shall mean the date of death; (iii) in the case of termination by reason of Disability, shall mean the date specified in the notice of such termination delivered to the Employee by the Employer (but no sooner than the giving of the notice); (iv) in the case of a Termination for Cause or a Termination without Cause, shall mean

2

the date specified in the written notice of such termination delivered to the Employee by the Employer; (iv) in the case of termination by mutual agreement shall mean the date mutually agreed to by the parties hereto and (v) in the case of nonrenewal, shall mean the expiration of the Employment Period.

2.Employment.

a.Initial Term.  The Employer shall employ the Employee, and the Employee accepts employment with the Employer, upon the terms and conditions set forth in this Agreement.  The initial term of this Agreement (the “Initial Term”) shall be for a period of five (5) years commencing on the Closing Date, unless terminated earlier pursuant to Article 5 hereof; provided, however, that Employee’s obligations in Article 11 and Article 12 hereof shall continue in effect after such termination.

b.Additional Terms.  This Agreement may be extended beyond the Initial Term upon the mutual consent and agreement of Employee and Employer.  The Initial Term and additional terms or periods of time, if any, during which Employee remains employed by Employer shall collectively be referred to herein as the “Employment Period”.

3.Position and Duties.

During the Employment Period, the Employee shall serve as the President, reporting to Brian Pratt, and shall have the usual and customary duties, responsibilities and authority of such position.  During the Employment Period, the Employee shall also serve as a member of the Board. In addition, during the Employment Period, if elected or appointed thereto, shall serve as an officer and/or member of the board of any subsidiary of Employer as reasonably requested by the Employer and its subsidiaries, in each case, without additional compensation hereunder.  The Employee hereby accepts such employment and positions and agrees to diligently and conscientiously devote his full and exclusive business time, attention, and best efforts in discharging and fulfilling his duties and responsibilities hereunder.  The Employee shall comply with the Employer’s policies and procedures and the direction and instruction of the Board and the Employee shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts with the duties of the Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage.

4.Compensation

(a)Salary.  During the Employment Period, the Employer shall pay the Employee base salary (the “Base Salary”) at the rate of $253,000 per annum, payable in equal installments twice monthly on Employer’s regular payroll dates, less applicable deductions and withholdings.

(b)Performance Bonus.  In addition to the Base Salary, during the Employment Period the Employee shall be eligible to receive a cash bonus (the “Bonus”) with respect to each calendar year as of the last day of which the Employee is employed by the Employer.  The amount of the Bonus, if any, payable in respect of any calendar year will be determined at the sole discretion of Employer by the Board or compensation committee of the Board of Directors of Employer’s parent company (the “Compensation Committee”).  The Bonus, if any, payable with respect to a calendar year shall be paid within thirty (30) days following the rendering of Employer’s audited financial statements for the relevant calendar year.

3

(c)Benefits and Perquisites.  In addition to the Base Salary, Employee shall be entitled to all other benefits of employment provided to other employees of Employer; provided, however, that during the Employment Period Employee shall be entitled to three (3) weeks of vacation per annum.  Additional benefits and perquisites will be provided subject to Employer’s policies and practices in effect and then in place at the Closing Date, and the terms of applicable benefit plans and arrangements as in effect from time to time.

(d)Reimbursements.  The Employer shall reimburse the Employee for all reasonable and necessary business-related expenses incurred by him in the course of performing his duties under this Agreement which are consistent with Employer’s policies and practices in effect and then in place at the Closing Date, including travel, entertainment and other business expenses, subject to the Employer’s requirements with respect to reporting and documentation of such expenses.

(e)Deductions and Withholding.  The Employer shall deduct from any payments to be made by it to or on behalf of the Employee under this Agreement any amounts required to be withheld in respect of any federal, state or local income or other taxes.

(f)Annual Review of Base Salary.  The Board (or the Compensation Committee) shall undertake a review of the Base Salary not less frequently than annually during the Employment Period and may increase, but not decrease, the rate of Base Salary from the rate then in effect.

5.Termination of Employment.

The Employee’s employment under this Agreement shall be terminated upon the earliest to occur of the following events:

(a)Termination for Cause.  The Employer may in its sole discretion terminate this Agreement and the Employee’s employment hereunder for Cause at any time and with or without advance notice to the Employee.

(b)Termination without Cause.  The Employer may terminate this Agreement and the Employee’s employment hereunder without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given).

(c)Mutual Agreement.  This Agreement and the Employee’s employment hereunder may be terminated by the mutual written agreement of the Employer and the Employee (“Mutual Agreement”).

(d)Termination by Death or Disability.  This Agreement and the Employee’s employment hereunder shall automatically terminate upon the Employee’s death or Disability.

(e)Resignation.  The Employee may terminate this Agreement and his employment hereunder upon ninety (90) days advance written notice to the Employer (“Resignation”).

4

(f)Nonrenewal.  In the event either party does not elect to renew the term of this Agreement, this Agreement and the Employee’s employment hereunder shall automatically terminate as of the expiration of the current term in effect (“Nonrenewal”).

6.Compensation upon Termination

(a)General.  In the event of the Employee’s termination of employment for any reason, the Employee or his estate or beneficiaries shall have the right to receive the following:

(i)the unpaid portion of the Base Salary and paid time off accrued and payable through the Termination Date;

(ii)reimbursement for any expenses for which the Employee shall not have been previously reimbursed, as provided in Section 4(d); and

(iii)continuation of health insurance coverage rights, if any, as required under applicable law.

(b)Termination for Cause, Resignation, Mutual Agreement or Nonrenewal.  In the event of the Employee’s termination of employment by reason of (i) Termination for Cause, (ii) Resignation, (iii) Mutual Agreement or (iv) Nonrenewal, the Employer shall have no current or further obligations (including Base Salary) to the Employee under this Agreement other than as set forth in Section 6(a).

(c)Termination without Cause or by Death or Disability.  Subject to Section 6(d), in the event of the Employee’s termination of employment hereunder by reason of (i) Termination without Cause or (ii) death or Disability, the Employee shall be entitled to the following (the “Severance Benefits”):

(i)a lump sum equal to one-half of the annual Base Salary in effect upon the Termination Date, payable within fifteen (15) days following the Termination Date;

(ii)a pro rata amount of a Bonus, if any, which would have been payable to the Employee for the calendar year in which the Termination Date occurs, determined after the end of the calendar year in which such Termination Date occurs and equal to the amount which would have been payable to the Employee if his employment had not been terminated during such calendar year multiplied by the fraction, the numerator of which is the number of whole months the Employee was employed by the Employer during such calendar year and the denominator of which is 12.  Any pro rata bonus payable under this Section 6(c)(ii) shall be paid in a lump sum at the time bonuses for such calendar year are otherwise payable to senior executives of the Employer; and

(iii)in the event that the Employee elects COBRA benefits, the Employer shall pay the Employee’s share of the premium for such COBRA benefits until the earlier of (i) one year after the Termination Date or longer if and to the extent required by law; or (ii) the date that Employee obtains comparable health benefits through new employment.

5

(d)General Release.  Notwithstanding any provision to the contrary in this Agreement, the foregoing Severance Benefits under Section 6(c) shall not apply and the Employer shall have no obligations to pay or provide any Severance Benefits (other than upon the Employee’s termination of employment by reason of death), unless the Employee signs, delivers and does not rescind or revoke a general release, substantially in the form attached hereto as Exhibit A, of all known and unknown claims of the Employee (and his affiliates, successors, heirs and assigns and the like) against Employer and the Board.

(e)Exclusive Remedy.  The rights of the Employee set forth in this Section 6 are intended to be the Employee’s exclusive remedy for termination and, to the greatest extent permitted by applicable law, the Employee waives all other remedies.

7.Insurance.

Employer may, for its own benefit, maintain “key man” life and disability insurance policies covering the Employee.  The Employee will cooperate with Employer and provide such information or other assistance as they may reasonably request in connection with obtaining and maintaining such policies.

8.Exclusive Services.

During the term of this Agreement, the Employee will not accept or perform any work, consulting, or other services for any other business entity or for remuneration of any kind, without written approval by the Board.

9.The Employee’s Termination Obligations.

The Employee hereby acknowledges and agrees that all personal property and equipment furnished to or prepared by the Employee in the course of or incident to his employment hereunder belongs to Employer and shall be promptly returned to Employer upon termination of the Employee’s employment.  The term “personal property” includes, without limitation, all office equipment, laptop computers, cell phones, books, manuals, records, reports, notes, contracts, requests for proposals, bids, lists, blueprints, and other documents, or materials, or copies thereof (including computer files), and all other proprietary and non-proprietary information relating to the business of Employer.  Following termination of his employment hereunder, the Employee will not retain any written or other tangible material containing any proprietary or non-proprietary information of Employer.

10.Acknowledgment of Protectable Interests.

The Employee acknowledges and agrees that his employment with Employer involves building and maintaining business relationships and good will on behalf of the Employer with customers, and other professional contractors, subcontractors, employees and staff, and various providers and users of services related to Employer’s business; that he is entrusted with proprietary, strategic and other confidential information which is of special value to Employer; and that the foregoing matters are significant interests which the Employer is entitled to protect.

6

11.Confidential Information.

The Employee agrees that all Confidential Information that comes or has come into his possession by reason of his employment hereunder is the property of the Employer and shall not be used except in the course of employment by Employer and for Employer’s exclusive benefit.  Further, the Employee shall not, during his employment or thereafter, disclose or acknowledge the content of any Confidential Information to any person who is not an employee of Employer authorized to possess such Confidential Information.  Upon termination of employment, the Employee shall deliver to Employer all documents, writings, electronic storage devices, and other tangible things containing any Confidential Information and the Employee shall not make or retain copies, excerpts, or notes of such information.

12.Nonsolicitation/Nondisparagement.

In the event of the termination of this Agreement for any reason, the Employee shall not, for a period of two (2) years thereafter, directly or indirectly:

(a)solicit, induce or encourage any employee of Employer to terminate his or her employment with Employer;

(b)make any disparaging public statement concerning Employer; or

(c)use Employer’s Confidential Information to induce, attempt to induce or knowingly encourage any Customer (as defined below) of Employer to divert any business or income from Employer, or to stop or alter the manner in which they are then doing business with Employer.  The term “Customer” with respect to Employer shall mean any individual or business firm that is, or within the prior twenty-four (24) months was, a customer or client of Employer, or whose business was actively solicited by Employer at any time, regardless of whether such customer was generated, in whole or in part, by the Employee’s efforts.

13.Damages For Improper Termination With Cause.

In the event that the Employer terminates this Agreement and the Employee’s employment hereunder for “Cause,” but it subsequently is determined by an arbitrator or a court of competent jurisdiction, as the case may be, that the Employer did not have Cause for the termination, then for purposes of this Agreement, the Employer’s decision to terminate shall be deemed to have been a termination without Cause, and the Employer shall be obligated to pay  the Severance Benefits specified under Section 6(c), and only that amount, and as provided in Section 25.

14.Arbitration.

Any controversy or dispute arising out of, based upon, or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or arising out of, based upon, or relating in any way to the Employee’s employment or association with Employer, or termination of the same, including, without limiting the generality of the foregoing, any questions regarding whether a particular dispute is arbitrable, and any alleged violation of statute, common law or public policy,

7

including, but not limited to, any state or federal statutory claims, shall be submitted to final and binding arbitration in Harris County, Texas, in accordance with the JAMS Employment Arbitration Rules and Procedures, before a single neutral arbitrator selected from the JAMS panel, or if JAMS is no longer able to supply the arbitrator, such arbitrator shall be selected from the American Arbitration Association, in accordance with its National Rules for the Resolution of Employment Disputes (the arbitrator selected hereunder, the “Arbitrator”).  Provisional injunctive relief may, but need not, be sought by either party to this Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator.  Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes.  At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based.  Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction.  The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or the provision of services under this Agreement.  The Employer will pay the arbitrator’s fees and arbitration expenses and any other costs associated with the arbitration or arbitration hearing that are unique to arbitration.  Subject to the provisions of Section 25, the parties shall each pay their own deposition, witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in court.

15.Representations/Warranties.

The Employee represents and warrants that he is under no contractual or other obligation that would prevent him from accepting the Employer’s offer of employment as set forth herein.

16.Entire Agreement.

This Agreement is intended by the parties to be the final expression of their agreement with respect to the employment of the Employee by Employer and may not be contradicted by evidence of any prior or contemporaneous agreement (including, without limitation any term sheet or similar agreement entered into between Employer and the Employee).  The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.  Employer and Employee do hereby terminate, as they apply to Employee, the effectiveness of the covenant not to compete and other restrictions contained in Section 6.3 of that certain Membership Interest Purchase Agreement dated effective October 20, 2005, by and among Employer, Employee and certain of the other members of Employer.

8

17.No Representations.

No person or entity has made or has the authority to make any representations or promises on behalf of any of the parties which are inconsistent with the representations or promises contained in this Agreement, and this Agreement has not been executed in reliance on any representations or promises not set forth herein.  Specifically, no promises, warranties or representations have been made by anyone on any topic or subject matter related to the Employee’s relationship with the Employer or any of their executives or employees, including but not limited to any promises, warranties or representations regarding future employment, compensation, benefits, any entitlement to equity interests in Employer or regarding the termination of the Employee’s employment.  In this regard, the Employee agrees that no promises, warranties or representations shall be deemed to be made in the future unless they are set forth in writing and signed by an authorized representative of the Employer.

18.Amendments.

This Agreement may be modified only by agreement of the parties by a written instrument executed by the parties that is designated as an amendment to this Agreement.

19.Severability and Non-Waiver/Survival.

Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this Section 19, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering such provision or any other provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction.  If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.  No waiver of any provision or violation of this Agreement by the Employer shall be implied by the Employer’s forbearance or failure to take action.  The expiration or termination of the Employment Period and this Agreement shall not impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such expiration or termination.

20.Successor/Assigns.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives, executors, administrators, successors, and assigns, provided, however, that the Employee may not assign any or all of his rights or duties hereunder except following the prior written consent of the Employer.  The Employee shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following the Employee’s death by giving written notice thereof.  In the event of the Employee’s death or a judicial determination of his incompetence, references in this Agreement to the Employee shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

21.Voluntary and Knowledgeable Act.

The Employee represents and warrants that the Employee has read and understands each and every provision of this Agreement and has freely and voluntarily entered into this Agreement.

9

22.Choice of Law.

This Agreement shall be governed as to its validity and effect by the laws of the state of Delaware without regard to principles of conflict of laws.

23.Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which together shall constitute one and the same instrument.

24.Notices.

All notices and other communications necessary or contemplated under this Agreement shall be in writing and shall be delivered in the manner specified herein or, in the absence of such specification, shall be deemed delivered when delivered in person or sent by first-class mail (certified or registered mail, return receipt requested, postage prepaid), facsimile or overnight air courier guaranteeing next day delivery, addressed as follows:

(a)if to the Employee, to him at his most recent address in Employer’s records,

(b)if to the Employer, to:John M. Perisich

Primoris Corporation

26000 Commercentre Dr.

Lake Forest, CA  92630

Facsimile: (949) 595-5544

with a copy to: Rutan & Tucker

611 Anton Boulevard, Fourteenth Floor

Costa Mesa, California 92626-1931

Facsimile: (714) 546-9035

Attention:  George J. Wall, Esq.

or to such other address as the recipient party to whom notice is to be given may have furnished to the other party in writing in accordance herewith.

25.Attorneys’ Fees.

In the event that any dispute between the parties should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.  Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorneys’ fees and costs incurred in enforcing such judgment and an award of prejudgment interest from the date of the breach at the maximum rate of interest allowed by law.  For the purposes of this Section 25: (a) attorneys’ fees shall include, without limitation, fees incurred in the following:  (i) postjudgment motions; (ii) contempt proceedings; (iii) garnishment, levy, and debtor and third party examinations; (iv) discovery and (v) bankruptcy litigation and (b) “prevailing party” shall mean the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default or otherwise.

10

26.Descriptive Headings; Nouns and Pronouns.

Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.  Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice-versa.

27.Non-Qualified Deferred Compensation.

The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof.  Notwithstanding any provision of this Agreement to the contrary, in the event that the Employer determines that any amounts payable hereunder will be immediately taxable to the Employee under Section 409A of the Code and related Department of Treasury guidance, the Employer may (a) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Employer determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement and/or (b) take such other actions as the Employer determines necessary or appropriate to comply with the requirements of Section 409A of the Code and related Department of Treasury guidance, including such Department of Treasury guidance and other interpretive materials as may be issued after the date hereof.

28.Waiver of Jury Trial.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[signature page follows]

11

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first written above.

James Construction Group, L.L.C.
By:	/s/ Donald B. Bonaventure
Name:	Donald B. Bonaventure
Title:	CFO
/s/ Mike Killgore
Mike Killgore, individually

12

EXHIBIT A

[Form of Release]

1.[Severance Benefits]

2.Release of Claims.  Except as explicitly provided below, you agree that the foregoing consideration represents settlement in full of all outstanding obligations owed to you by the Company, and its respective officers, directors, partners, members, agents and employees, including, without limitation, any and all obligations under the Employment Agreement, and is satisfactory consideration for the waiver and release of all claims set forth herein.  On behalf of yourself, and your respective heirs, family members, executors and assigns, you hereby fully and forever release the Company and its past, present and future officers, agents, directors, employees, investors, stockholders, partners, members, administrators, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations and assigns (the “Releasees”), from, and agree not to sue concerning, or in any manner to institute, prosecute or pursue, or cause to be instituted, prosecuted, or pursued, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that you may possess against any of the Releasees arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Release including, without limitation:

(a)any and all claims relating to or arising from your employment relationship with the Company and the termination of that relationship;

(b)any and all claims relating to, or arising from, your right to purchase, or actual purchase of shares of stock or other securities of the Company or any of its affiliates or subsidiaries, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

(c)any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied, including, without limitation, any and all claims arising under or in connection with the Employment Agreement; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;

(d)any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990; the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974; The Worker Adjustment and Retraining Notification Act; the

13

Family and Medical Leave Act; the California Fair Employment and Housing Act; the California Family Rights Act; and the California Labor Code, including, but not limited to Section 201, et seq,. Section 970, et seq., Sections 1400-1408; and all amendments to each such Act as well as the regulations issued thereunder;

(e)any and all claims for violation of the federal, or any state, constitution;

(f)any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;  and

(g)any and all claims for attorneys’ fees and costs;

provided, however, that the parties hereto agree and acknowledge that you have not, by virtue of this Release or otherwise, waived any claim, duty, obligation or cause of action relating to any of the following:

(i)any matter that arises after the Effective Date of this Release;

(ii)vested benefits under any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended;

(iii)any claim relating to indemnification in accordance with applicable laws or the Company’s certificate of incorporation or by-laws or any applicable insurance policy, with respect to any liability as a director, officer or employee of the Company (including as a trustee, director or officer of any employee benefit plan);

(iv)any right to obtain contribution as permitted by law in the event of entry of judgment against you as a result of any act or failure to act for which the Company and you are held jointly liable; and

(v)any of your rights under the Membership Interest Purchase Agreement and other agreements, stock or instruments executed or to be executed, or delivered or to be delivered in connection therewith (except for this Employment Agreement).

You agree that the release set forth in this Paragraph shall be and remain in effect in all respects as a complete general release as to the matters released.  This release does not extend to any obligations incurred under this Release.  In the event that any of the parties brings an action to enforce or effect their rights under this Release, the prevailing party shall be entitled to recover their reasonable attorneys’ fees and expenses incurred in connection with such an action.

3.Acknowledgment of Waiver of Claims under ADEA. You acknowledge that you are waiving and releasing any rights you may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary.  You and the Company agree that this Release does not apply to any rights or claims that may arise under

14

ADEA after the Effective Date of this Release.  You acknowledge that the consideration given for this Release is in addition to anything of value to which you were already entitled.  You further acknowledge that you have been advised by this writing that:

(a)you should consult with an attorney prior to executing this Release;

(b)you have up to [        ] days within which to consider this Release;

(c)you have seven days following your execution of this Release to revoke this Release; and this Release shall not be effective until the eighth day after you execute and do not revoke this Release; nothing in this Release prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law.

Any revocation must be in writing and delivered to the Company as follows: [                                                            ] by close of business on or before the seventh day from the date that you sign this Release.

4.Civil Code Section 1542/Unknown Claims.  You represent that you are not aware of any claims against the Company other than the claims that are released by this Release.  You acknowledge that you have had the opportunity to be advised by legal counsel and are familiar with the provisions of California Civil Code 1542, below, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Being aware of said code section, you agree to expressly waive any rights you may have thereunder, as well as under any statute or common law principles of similar effect.

5.No Pending or Future Lawsuits.  You represent that you have no lawsuits, claims, or actions pending in your name, or on behalf of any other person or entity, against the Company or any of the Releasees with respect to claims released hereunder.  You also represent that you do not intend to bring any claims with respect to claims released hereunder on your own behalf or on behalf of any other person or entity against the Company or any of the Releasees.

6.Confidentiality of Release. You agree to keep the terms of this Release in the strictest confidence and, except as required by law, not reveal the terms of this Release to any persons except your immediate family, your attorney, and your financial advisors (and to them only provided that they also agree to keep the information completely confidential), and the court in any proceedings to enforce the terms of this Release.

15

7.Non-Disparagement. You agree not to make any public oral or written statement, or take any other public action, that disparages or criticizes the Company’s management, employees, products or services, in any case that damages the Company’s reputation or impairs its normal operations provided Employee reserves the right to make allegations in litigation or arbitration matters with respect to claims not released hereunder.

8.Entire Agreement. The terms of which are specifically incorporated herein, this Release constitutes the entire agreement between you and the Company concerning your employment with and separation from the Company and all the events leading thereto and associated therewith, and supercedes and replaces any and all prior agreements and understandings, both written and oral, concerning your employment relationship with the Company.

9.Successors and Assigns. This Release shall be binding upon each of the parties and upon their respective heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of each party and to their heirs, administrators, representatives, executors, successors, and assigns.

10.No Admission of Liability. You understand and acknowledge that this Release constitutes a compromise and settlement of any and all potential disputed claims with respect to claims released hereunder.  No action taken by the Company hereto, either previously or in connection with this Release, shall be deemed or construed to be: (a) an admission of the truth or falsity of any potential claims; or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to you or to any third party.

11.Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Release.  Similarly, you represent and warrant that you have the capacity to act on your own behalf and on behalf of all who might claim through you to bind them to the terms and conditions of this Release.  The Company and you each warrant and represent that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.

12.Effective Date.  This Release is effective after it has been signed by both parties and after seven days have passed since you have signed this Release (such date, the “Effective Date”).

13.Voluntary Execution of Release.  This Release is executed voluntarily and without any duress or undue influence on the part or behalf of the parties hereto, with the full intent of releasing all claims except claims specifically excluded under Paragraph 4 hereof.  The parties acknowledge that:

(a)They have read this Release;

(b)They have been represented in the preparation, negotiation, and execution of this Release by legal counsel of their own choice or that they have voluntarily declined to seek such counsel;

16

(c)They understand the terms and consequences of this Release and of the releases it contains; and

(d)They are fully aware of the legal and binding effect of this Release.  The laws of the State of Delaware govern this Release, regardless of the laws that might otherwise govern under applicable principles of conflict of law thereof.  In the event that any portion of this Release or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Release will continue in full force and effect and the application of such portion to other persons or circumstances will be interpreted so as reasonable to effect the intent of the parties hereto.  This Release may not be modified, amended, altered or supplemented except by the execution and delivery of a written agreement executed by you and an authorized representative of the Company or by a court of competent jurisdiction.

17

EX-10.9

Exhibit 10.9

NONCOMPETITION AGREEMENT

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”).

R E C I T A L S

A.Buyer and Seller are parties to a Membership Interest Purchase Agreement dated as of even date herewith (the “Purchase Agreement”), pursuant to which Buyer is acquiring all of the membership interests of James Construction Group, L.L.C., a Florida limited liability company (the “Company”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

B.Seller beneficially owns a substantial percentage of the equity interests of the Company and, as a result, Seller will derive substantial financial benefit from the transactions contemplated by the Purchase Agreement.

C.Following the consummation of the transactions contemplated by the Purchase Agreement, Buyer will engage in a business that provides site development, heavy civil construction, infrastructure construction projects, including highways and bridges, construction of industrial facilities, equipment installation, storages facilities, process piping, structural steel and maintenance services (the “Business”).

D.It is a condition of Buyer’s obligations to consummate the transactions contemplated by the Purchase Agreement that Seller execute and deliver to Buyer a noncompetition agreement incorporating the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein and in the Purchase Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Agreement Not To Compete.

(a)In order to protect the business of Buyer and any of its Affiliates (as defined below), commencing on the Effective Date and for a period of two (2) years after the date on which either Seller voluntarily terminates his employment with the Company or Seller is terminated by the Company for cause, as “Cause” is defined in the Employment Agreement by and between Company and Seller dated of even date herewith (the end of such two (2) year period being hereinafter referred to as the “Termination Date”):

1

(i)Seller will not, within the following described Louisiana Parishes, and the States of Texas, Florida, Mississippi, Arkansas, Alabama and Georgia (the “Territory”), engage in, provide consulting services to, be employed by or have any interest in (whether as a proprietor, partner, director, officer, employee or stockholder) any corporation, general or limited partnership, association, limited liability company, sole proprietorship, trust or other entity or organization, other than Buyer or any of its Affiliates, which is engaged in a business that directly competes with the Business

PARISHES IN THE STATE OF LOUISIANA

Acadia	East Feliciana	Ouachita	Terrebonne
Allen	Evangeline	Plaquemines	Union
Ascension	Franklin	Point Coupee	Vermillion
Assumption	Grant	Rapides	Vernon
Avoyelles	Iberia	Red River	Washington
Beauregard	Iberville	Richland	Webster
Bienville	Jackson	Sabine	West Baton Rouge
Bossier	Jefferson	St. Bernard	West Carroll
Caddo	Jefferson Davis	St. Charles	West Feliciana
Calcasieu	Lafayette	St. Helena	Winn
Caldwell	Lafourche	St. James
Cameron	Lasalle	St. John the Baptist
Catahoula	Lincoln	St. Landry
Claiborne	Livingston	St. Martin
Concordia	Madison	St. Mary
De Soto	Morehouse	St. Tammany
East Baton Rouge	Natchitoches	Tangipahoa
East Carroll	Orleans	Tensas

; and

(ii)Seller will not, directly or indirectly, at any time during the term of this Agreement (from the Effective Date through the Termination Date): (A) employ, or permit any company or business directly or indirectly controlled by Seller to employ, any person who is employed by Buyer or any entity controlling, controlled by or under common control with Buyer (an “Affiliate”); (B) interfere with or attempt to disrupt the relationship, contractual or otherwise, between Buyer or any of its Affiliates and any of their employees or consultants; (C) solicit or in any manner seek to induce any employee or consultant of Buyer or any of its Affiliates to terminate his or her employment or engagement with Buyer or any of its Affiliates; or (D) within the Territory, solicit any customers of Buyer or any of its Affiliates unless such solicitation is not related to the Business.

(b)Notwithstanding Section 1(a) of this Agreement, Seller shall not be precluded from purchasing or owning stock in a publicly-held corporation if Seller’s holdings are less than two percent (2%) of the outstanding capital stock of such corporation and will not be precluded from owning an interest in Buyer.

2

2.Acknowledgments of Seller.  Seller hereby acknowledges and agrees that:

(a)this Agreement is necessary for the protection of the legitimate business interests of Buyer and its Affiliates;

(b)the restrictions contained in this Agreement regarding geographical scope, length of term and types of activities restricted are reasonable;

(c)the execution and delivery of this Agreement is a mandatory condition precedent to the consummation by Buyer of the transactions provided for in the Purchase Agreement;

(d)Seller has no intention of competing with Buyer or any of its Affiliates with respect to the Business within the limitations set forth above; and

(e)as an owner of the Company and through his ownership of the Company, Seller has received, either directly or indirectly, adequate and valuable consideration for entering into this Agreement.

3.Extension; Equitable Relief; Fees and Expenses.

(a)If Seller is determined by a court of competent jurisdiction to have violated the provisions of Section 1 hereinabove, the term described therein will be extended by that number of days which is equal to the aggregate number of days during which, at any time, Seller committed any such violation.

(b)Seller stipulates and agrees that any breach of this Agreement by Seller will result in immediate and irreparable harm to Buyer and its Affiliates, the amount of which will be extremely difficult to ascertain, and that Buyer could not be reasonably or adequately compensated by damages in an action at law.  For these reasons, Buyer or any of its Affiliates shall have the right to obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect Buyer or any of its Affiliates against, or on account of, any breach by Seller of the provisions of Section 1(a) of this Agreement without the proof of any actual damage caused to Buyer or any of its Affiliates.  Such right to equitable relief is in addition to all other legal remedies Buyer or any of its Affiliates may have to protect its rights.

(c)Each party shall bear its own attorneys’ fees and expenses in any suit or proceeding initiated in connection with this Agreement.

4.Severability.  The covenants, provisions and paragraphs of this Agreement are severable.  In the event that any portion of this Agreement is held to be illegal or unenforceable, in whole or in part, the same will not affect any other portion of this Agreement, and the remaining covenants, provisions and paragraphs or portions thereof, to the extent enforceable, shall, nevertheless, be binding and enforceable.  In furtherance and not in limitation of the foregoing, if any durational or geographic restriction or restriction on business activities covered under this Agreement shall be found by any court of competent jurisdiction to be overly-broad, and thus illegal or unenforceable, Seller and Buyer intend that such court will enforce this Agreement in any less broad manner the court may find appropriate by construing such overly-

3

broad provisions to cover only that duration, geographic area or business activities which may be enforceable.  The parties expressly agree that this Agreement shall be given the construction that renders its provisions valid and enforceable to the maximum extent permitted by law and/or equity.

5.Amendments.  No supplement, modification, amendment or waiver of the terms of this Agreement shall be binding on the parties hereto unless executed in writing by the party to be bound thereby.  No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.  Any failure to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any such terms or conditions.

6.Successors In Interest.  This Agreement shall be binding upon and shall inure to the benefit of the successors, assigns, estates, heirs and personal representatives of the parties hereto (provided that the restrictions themselves shall not apply to the successors, assigns, estates, heirs and personal representatives of Seller).  Neither party may assign his or its rights or obligations hereunder without the prior written consent of the other party hereto.  Notwithstanding the foregoing, Buyer may assign its rights hereunder to any Affiliate or to any successor in interest to the entire business of Buyer or to substantially all of the assets of Buyer.

7.Governing Law.  This Agreement shall be governed by and shall be construed in accordance with the laws of the State of Delaware without regard to the conflicts or choice of law provisions of any jurisdiction.

8.Consent to Jurisdiction.  Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern  District of Texas, and the courts of the State of Texas located in Harris County for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each party hereto consents to process being served in any such suit, action or proceeding by mailing a copy thereof via certified mail, return receipt requested, to such party at the address in effect for notices to it under Section 9 and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 8 shall affect or limit any right to serve process in any other manner permitted by law.

4

9.Notices.  All notices or other communications given pursuant to this Agreement shall be given in accordance with Section 9.7 of the Purchase Agreement and, in the case of the Seller, shall be delivered as follows:

Mike Killgore

17653 Crossing Boulevard

Baton Rouge, LA 70810

10.Counterparts.  This Agreement may be executed in one or more counterparts, all of which when taken together shall comprise one instrument.

11.Headings.  The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

[Signature page follows.]

5

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first above written.

BUYER:	Primoris Services Corporation,
	a Delaware corporation
	By:	/s/ Brian Pratt
		Its:	CEO
SELLER:
	/s/ Michael Killgore

6

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

PRIMORIS SERVICES CORPORATION COMPLETES ACQUISITION OF

JAMES CONSTRUCTION GROUP L.L.C

AND ANNOUNCES ADDITION OF 2 NEW DIRECTORS

Lake Forest, CA — December 21, 2009 — Primoris Services Corporation (Nasdaq: PRIM; PRIMW; PRIMU) (“Primoris” or the “Company”), one of the largest specialty contractors and engineering companies in the United States, today announced that it completed the acquisition of James Construction Group, L.L.C. (“James Construction Group”) on December 18, 2009 and, as part of the transaction, added two new Class C directors.

James Construction Group, one of the largest privately-held construction companies in the southeastern United States, has become a wholly-owned subsidiary of Primoris.  The acquisition is expected to fortify and broaden Primoris’s geographic reach throughout the Gulf Coast region (Texas through Florida), expand the Company’s portfolio of services to include significant experience and expertise in heavy civil construction, and add a competent and well-respected team of construction and operating professionals.  For the year ended December 31, 2008, James Construction Group generated revenues of approximately $410 million and an operating profit of approximately $33 million.  At September 30, 2009, James Construction Group had approximately $570 million of backlog.  Primoris expects that the transaction will be immediately accretive to its earnings per share.

Total consideration of approximately $135 million was comprised of $7 million in cash paid at closing, a five-year $53.5 million promissory note with escalating interest of 5% to 8% and 81,852.78 shares of Primoris preferred stock valued at approximately $64.5 million. Each preferred share issued at closing will be converted to 100 shares of Primoris common stock following completion of a proxy statement and shareholder vote, which is expected in early February 2010.  Primoris and James Construction Group also agreed to an incentive provision that could provide an additional $10 million of Primoris common stock based on James Construction Group attaining a specified financial goal for the year ending December 31, 2010. The pricing for those shares will be calculated using closing prices in December 2010.

The two new directors are Mr. Robert A. Tinstman and Mr. Michael D. Killgore.  Mr. Tinstman is currently the President of Tinstman and Associates, LLC.  He graduated from University of Wisconsin, Platteville, with a B.S., Mining Engineering in 1968.  From 1974-1999, he was employed by Morrison Knudsen and served as the company’s President/Chief Executive Officer for the period 1995-1999.  Mr. Tinstman was the Executive Chairman of James Construction Group from 2003-2007.  Mr. Tinstman is a registered Professional Engineer in the state of Idaho.

Mr. Killgore received a B.S. Civil Engineering degree from Louisiana Tech University in 1978 and has been employed by James Construction Group and its predecessor companies since 1977.  He has been Chief Executive Officer of James Construction Group since 2007.  Mr. Killgore is a registered Civil and Environmental Engineer in the state of Louisiana.

As Class C directors, both Mr. Tinstman and Mr. Killgore will serve terms that expire at the annual meeting in 2011.  The Primoris Board of Directors determined that Mr. Tinstman meets the NASDAQ rules for an independent director.

Brian Pratt, Primoris Chairman, President and CEO of Primoris, commented: “The completion of the acquisition of James Construction Group provides us with a great platform to significantly expand our services in the southeastern United States.  While we are very excited about the new dynamics this addition brings our Company, we understand that the real work lies ahead in making the two companies into one. With the common characteristics of our cultures, we believe that the integration process, while not being effortless, will be very successful in the ultimate goal of delivering greater value to our stakeholders, both new and legacy.”

Mr. Pratt concluded, “I am pleased that we are able to add to our board two individuals with the significant industry experience of Bob and Mike and am confident that they will be great contributors as we face the challenges of the next decade.”

About Primoris

Primoris, through various subsidiaries, is one of the largest specialty contractors and engineering companies in the United States, primarily serving the growing power and energy sectors. Primoris provides a wide range of construction, fabrication, maintenance and replacement services, as well as engineering services to major public utilities, petrochemical companies, energy companies, municipalities and other customers. With the addition of the James Construction Group, Primoris has a significant presence in the Gulf States where it provides heavy civil construction services.  Primoris is also a leading water and wastewater contractor in the state of Florida, and a specialist in designing and constructing complex commercial and industrial concrete structures in California. For additional information on Primoris, please visit www.primoriscorp.com.

Forward-Looking Statements

This press release contains certain forward-looking statements, including with regard to the Company’s future performance. Words such as “estimated,” “believes,” “expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements. Forward-looking statements inherently involve risks and uncertainties, including without limitation, those described in this press release and those detailed in the “Risk Factors” section and other portions of our Annual Report on Form 10-K for the year ended December 31, 2008 and other filings with the Securities and Exchange Commission, including the Company’s Form 10-Q filed on November 12, 2009. Primoris does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Contact:

Primoris Services Corporation
Peter J. Moerbeek, Executive Vice President, Chief  Financial Officer
(949) 454-7121
pmoerbeek@primoriscorp.com

The Equity Group Inc.
Devin Sullivan, Senior Vice President
(212) 836-9608
dsullivan@equityny.com

Gerrard Lobo, Senior Account Executive
(212) 836-9610
globo@equityny.com