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