AGREEMENT AND PLAN OF MERGER BY AND AMONG RHAPSODY ACQUISITION CORP., PRIMORIS CORPORATION and CERTAIN OF THE SHAREHOLDERS OF PRIMORIS CORPORATION DATED AS OF FEBRUARY 19, 2008Agreement and Plan of Merger • February 20th, 2008 • Rhapsody Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 19, 2008, by and among Rhapsody Acquisition Corp., a Delaware corporation (“Delcorp”), Primoris Corporation, a Nevada corporation (“Company”), and each of the persons listed under the caption “Signing Shareholders” on the signature page hereof, such persons being certain of the shareholders of the Company (each a “Signing Shareholder” and, collectively, the “Signing Shareholders.”)
ESCROW AGREEMENTEscrow Agreement • February 20th, 2008 • Rhapsody Acquisition Corp. • Blank checks • New York
ESCROW AGREEMENT (“Agreement”) dated [Closing Date] by and among RHAPSODY ACQUISITION CORP., a Delaware corporation (“Delcorp”), BRIAN PRATT, as the Target Stockholders’ Representative, being the representative of the former stockholders of PRIMORIS CORPORATION, a Nevada corporation (the “Representative”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”).
