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.


 


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blank]


 


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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