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Q:When was the Acquisition completed?

A:The closing of the Acquisition was subject to various closing conditions, including, among others, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), receipt of consent from the lenders of JCG’s main credit facility, the exchange of various closing deliverables between the parties and our payment of the initial Acquisition consideration to the Members.  All such conditions were met and the Acquisition closed on December 18, 2009.

Q:Why was I not asked to approve of the Acquisition?

A:Pursuant to applicable provisions of the Delaware General Corporation Law (the “DGCL”), the approval of our stockholders was not required in order for the Acquisition to be consummated.  Nor was the approval of our stockholders required pursuant to the terms and conditions of the Purchase Agreement.  As a result, your vote on the matters discussed in this proxy statement will not affect whether or not the Acquisition is consummated.

Q.What did we pay the Members as consideration?

A:At the closing of the Acquisition, we paid the Members initial Acquisition consideration consisting of the following:

·$7 million in cash;

·81,852.78 Closing Shares; and

·the Promissory Note, in the principal amount of $53.5 million.

In addition, if JCG’s EBITDA, 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 pay the Members, as earnout consideration, a number of 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.

Q:Why was I not asked to approve of the creation of the class of Series A Preferred Stock?

A:Pursuant to applicable provisions of the DGCL and our Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our board of directors is authorized to create one or more classes or series of preferred stock and to determine the voting powers, designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of any such classes and series.  As a result, the approval of our stockholders was not required for the creation of the Series A Preferred Stock.

Q:How was the number of Closing Shares determined?

A: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 issued a total of 81,852.78 Closing Shares to the Members, calculated as follows: $64.5 million divided by $7.88 divided by 100.  The market price of our common stock on the date the Closing Shares are converted into shares of common stock may be significantly higher or lower than $7.88.  As a result, the market value of the shares of common stock underlying the Closing Shares on the conversion date, assuming the conversion of the Closing Shares into shares of common stock on the conversion date, may be greater or less than the specified value of $64.5 million.

Q:Are there any restrictions on the Closing Shares?

A:Pursuant to the Purchase Agreement, 11,897.18 of the Closing Shares were placed in escrow (the “Escrow Shares”) for a period of three years to provide a source of indemnity for us against specified damages to us, as

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or nominee has enclosed a voting instruction card for you to use in directing the broker bank or nominee regarding how to vote your shares of common stock.shares.

Q:Voting in person at the Annual MeetingHow do I vote?

A:You

Shares held directly in your name as the stockholder of record may vote by mail or by attendingbe voted in person at the special meeting and voting by ballot.Annual Meeting. If you choose to vote by mail, simply mark yourdo so, please bring the enclosed proxy card dateor proof of identification. Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting. Shares held beneficially in street name may be voted in person at the meeting if you obtain a signed “legal proxy” from the record holder (e.g., your broker, bank or nominee) giving you the right to vote the shares in person.

Voting without attending the Annual Meeting

If you complete and properly sign itthe accompanying proxy card and return it to our transfer agent, Continental Stockthe Transfer & Trust Company, in the postage-paid envelope provided.

Submitting your completed proxy card will not limit your right to vote at the special meeting if you attend the special meeting and vote in person.  However, ifAgent, your shares will be voted as you direct on the proxy card. If you are a stockholder of common stock are heldrecord, follow the instructions included with your proxy card. If you hold shares beneficially in thestreet name, of broker, bank or nominee, you must obtain a proxy, executed in your favor, frommay vote by submitting voting instructions to your broker, bank or nominee to be ablenominee. For instructions on how to vote, at the special meeting.  You should allow yourself enough time priorplease refer to the special meeting to obtain thisinstructions included on your proxy fromcard or, for shares held beneficially in street name, the voting instruction card provided by your broker, bank or nominee.

The sharesStockholders of common stock representedrecord may submit proxies by thecompleting, signing and dating their proxy cards received, properly marked, dated, signed and not revoked, will be voted at the special meeting.  If you sign and return your proxy card but do not give voting instructions, the shares of common stock represented by that proxy card will be voted as recommended by the board of directors.

Q:How many shares must be present to hold the special meeting?

A:A majority of the issued and outstanding shares of our common stock as of the record date must be present at the special meeting in order to hold the special meeting and conduct business.  This is called a “quorum.”  Shares are counted as present at the special meeting if you are present and vote in person at the special meeting or a proxy card has been properly submitted by you or on your behalf.  As discussed below, both abstentions and “broker non-votes” are counted as present for the purpose of determining the presence of a quorum.  As of the record date, there were 33,121,567 shares of our common stock issued and outstanding.  As a result, the presence in person or by proxy of 16,560,785 shares of our common stock will constitute a quorum for the transaction of business at the special meeting.

Q.What are the voting requirements with respect to the proposals to be voted upon at the special meeting?

A.To be approved by the stockholders, each proposal must receive the affirmative FOR vote of a majority of the shares present in person or represented by proxy at the special meeting.

Certain of our stockholders who represent,mailing them in the aggregate, in excess of 50% of our issued and outstanding shares of common stock have entered into a voting agreement to vote their shares of common stock in favor of the conversion of the Closing Shares.  We expect that suchaccompanying pre-addressed envelopes. Our stockholders will also vote in favor of the issuance of 8,185,278 shares of common stock issuable upon the conversion of the Closing Shares and the Earnout Shares.

Q:What happens if I sign and return my proxy card, but otherwise leave my proxy card blank?

A:Stockholders of Record.  If you are a stockholder of record and you submit an executed proxy, but you do not provide voting instructions, your shares of common stock will be voted as follows:

·FOR the issuance of (a) 8,185,278 shares of common stock issuable upon the conversion of the Closing Shares and (b) up to 6,508,276 Earnout Shares;

·FOR the conversion of the Closing Shares into 8,185,278 shares of common stock; and

·in the discretion of the named proxies regarding any other matters properly presented for a vote at the special meeting.

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Beneficial Owners.  If you do not provide voting instructions to your broker, bank or nominee, your broker, bank or nominee cannot vote your shares of common stock on either of the proposals set forth in this proxy statement and your shares of common stock will be considered “broker non-votes.”

In tabulating the voting result for any particular proposal, shares of common stock that constitute broker non-votes are not considered entitled to vote on that proposal.  Thus, although broker non-votes are counted for purposes of determining a quorum, broker non-votes will not otherwise affect the outcome of any matter being voted on at the special meeting.

A:What will happen if I sign and return my proxy card, but abstain from voting?

Q:Abstentions will be considered present at the special meeting for the purpose of determining a quorum and will count as votes cast on the proposals.  An abstention on either proposal will have the same effect as a vote AGAINST each such proposal.

Q:What will happen if I do not vote my shares, either in person or by proxy?

Stockholders of Record.  If you are the stockholder of record of your shares of common stock, and you do not vote in person or by proxy, your shares will not be voted at the special meeting.

Beneficial Owners.  If you are the beneficial owner of your shares of common stock, your broker, bank or nominee may vote your shares of common stock only on those proposals on which it has discretion to vote.  Under applicable rules, your broker, bank or nominee has discretion to vote your shares of common stock on “routine” matters.  Neither of the proposals being voted on at the special meeting, however, are considered routine.  As a result, your broker, bank or nominee does not have discretion to vote your shares of common stock at the special meeting.  Therefore, if you do not vote by proxy, your broker, bank or other nominee cannot vote your shares of common stock on either of the proposals set forth in this proxy statement and your shares of common stock will be considered broker non-votes.

Q.Can I change or revoke my vote after I return my proxy card?

A.Yes.  Even if you sign the proxy card in the form accompanying this proxy statement, you retain the power to revoke your proxy.  You can revoke your proxy at any time before it is exercised by giving written notice to our corporate secretary specifying such revocation.  The last vote received chronologically will supersede any prior vote.  You may also revoke your proxy by voting in person at the special meeting.  However, attendance at the special meeting, without voting at the special meeting, will not in and of itself serve as a revocation of your proxy.

Q:What does it mean if I receive more than one proxy?

A:It generally means your shares of common stock are registered differently or are in more than one account.  Please provide voting instructions for all proxy cards you receive.

Q:What do I need to bring to the special meeting and when should I arrive?

A:In order to be admitted to the special meeting, a stockholder must present proof of ownership of our common stock on the record date.  If your shares of common stock are held in the name of a broker, bank or other holder of record, a brokerage statement or letter from a broker or bank is an example of proof of ownership.  Any holder of a proxy from a stockholder must present the proxy card, properly executed, to be admitted.  Stockholders and proxy holders must also present a form of photo identification such as a driver’s license.

The special meeting will be held on April 12, 2010 at 10:00 A.M., Pacific Standard Time, at our offices located at 26000 Commercentre Drive, Lake Forest, California 92630.  In order to ensure that you are seated by the commencement of the special meeting we recommend you arrive early.

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Q:Who pays for the proxy solicitation and how will our board of directors solicit votes?

A.We will bear the expense of printing and mailing proxy materials.  In addition to this solicitation of proxies by mail, our directors, officers and other employees may solicit proxies by personal interview, telephone, facsimile or email.  They will not be paid any additional compensation for such solicitation.  We will request brokers and nominees who hold shares of our common stockbeneficially in street name may vote by mail by completing, signing and dating the voting instruction cards provided by their names to furnish proxy material to beneficial owners of the shares.  We may reimburse such brokers, banks or nominees and nominees for their reasonable expenses incurred in forwarding solicitation materialsmailing them to such beneficial owners.

Q:How do I find out the voting results?

A:Preliminary voting results will be announced at the special meeting, and the final voting results will be provided in a Current Report on Form 8-K and filed with the Commission when available.  The results will also be published in our Annual Report on Form 10-K for the year ended December 31, 2009, which we will file with the Commission.

Q:Where can I find additional information about the special meeting and the Acquisition?

A:This proxy statement includes important information about the special meeting and the Acquisition.  Our stockholders should read this information carefully and in its entirety.

Q:What should I do now?

A:After carefully reading and considering the information contained in this proxy statement, please fill out and sign the proxy card, and then mail your completed and signed proxy cardentities in the enclosed postage-paid reply envelope as soon as possible so that your shares of common stock may be voted at the special meeting.  Your proxy card will instruct the persons identified as your proxy to vote your shares of common stock at the special meeting as directed by you.  If you hold your shares of common stock through a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee when instructing them on how to vote your shares of common stockaccompanying pre-addressed envelopes.

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SUMMARY TERM SHEET

The following summary highlights selected information from this proxy statement regarding the Acquisition and the proposals to be considered and voted upon by our stockholders, and may not contain all of the information that is important to you.  We encourage you to carefully read this proxy statement and the documents referred to or incorporated by reference into this proxy statement.  Each item in this summary term sheet includes a page reference directing you to a more complete description of that item.

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CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement that are not historical facts may constitute “forward-looking statements” that involve risks and uncertainties.  These forward-looking statements address, among other things, the anticipated effects of the Acquisition.  Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties.  Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Actual results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors.  These factors include, but are not limited to, the following:

·the possibility that the parties may be unable to realize the expected benefits of the Acquisition;

·integration of the operations of JCG with ours may be more difficult, time-consuming or costly than expected and may not be as successful as the parties anticipate;

·revenues of the combined business following the Acquisition may be lower than expected;

·operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) of the combined business may be greater than expected following the Acquisition;

·the ability to retain our and JCG’s key employees following the Acquisition;

·we and JCG are subject to intense competition;

·in the future third parties may assert claims that could materially adversely affect the operating results of the combined company; and

·other factors described in this proxy statement under “Risk Factors.” (Page 8)

All forward-looking statements in this proxy statement are qualified in their entirety by this cautionary statement, and no person undertakes any obligation to update publicly any forward-looking statement for any reason, except as required by law, even as new information becomes available or other events occur in the future.  Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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SUMMARY UNAUDITED HISTORICAL AND PRO FORMA FINANCIAL DATA

The following summary historical financial data of JCG and summary pro forma condensed combined financial data are being provided to help you in your analysis of the financial aspects of the Acquisition.  You should read this information in conjunction with the financial information included elsewhere and incorporated by reference in this proxy statement.  See “Where You Can Find More Information; Incorporation by Reference”on page 66, “Selected Historical Consolidated Financial Information of JCG” on page 33, “Unaudited Pro Forma Condensed Combined Financial Statements” on page 35 and “JCG’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 50.

Summary Historical Financial Information of JCG

The following table sets forth certain of JCG’s consolidated financial data as of the nine months ended September 30, 2009 and 2008, and for the years ended December 31, 2008, 2007 and 2006.  The financial information as of and for the years ended December 31, 2008, 2007 and 2006 is derived from JCG’s audited consolidated financial statements, which are included with our Current Report on Form 8-K/A (Amendment No. 1), as filed with the Commission on January 22, 2010, and which are incorporated herein by reference.  The financial information as of and for the nine month periods ended September 30, 2009 and 2008 is derived from JCG’s unaudited consolidated financial statements, which are also included with our Current Report on Form 8-K/A (Amendment No. 1), as filed with the Commission on January 22, 2010, and which are incorporated herein by reference.  These statements, in JCG’s opinion, include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of JCG’s financial position and results of operations for such periods.  Interim results for the nine months ended September 30, 2009 are not necessarily indicative of results for the remainder of the fiscal year or for any future period.  The summary historical financial data below should be read in conjunction with the consolidated financial statements and related notes, incorporated herein by reference as discussed above, and in conjunction with the “JCG Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 50 of this proxy statement.

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RISK FACTORS

Before you make your decision regarding how to vote on the proposals set forth in this proxy statement, you should carefully consider each of the following risk factors and all of the other information contained in this proxy statement.  The risk factors described below relate primarily to the Acquisition, the consideration paid or to be paid to the Members and the business of the combined company.  We and JCG are also subject to certain additional risks and uncertainties inherent to the construction industry.  A description of these construction industry-specific risk factors is contained in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2008, which we filed with the Commission on March 24, 2009, and in our subsequently filed quarterly reports on Form 10-Q, which are incorporated herein by reference.   The risk factors described below are not the only risks that we will face following the Acquisition.  Additional risks and uncertainties not currently known to us may also materially and adversely affect our business operations and financial condition or the price of our common stock.

Risks Relating to the Acquisition

Cash expenditures and potential capital expenditures associated with the Acquisition may create significant liquidity and cash flow risks for us, and we may incur substantial debt in order to satisfy our obligations.Expense of soliciting proxies

Our principal sources of liquidity are our cash and cash equivalents and our credit facilities.  We currently have a revolving line of credit in the total aggregate amount of $35 million, comprised of two revolving loans in the amounts of $15 million and $20 million, with maturity dates of October 27, 2010 and October 28, 2012, respectively, and a $10 million (Canadian dollars) facility for commercial letters of credit in Canada with an expiration date of December 31, 2012.  At September 30, 2009, we had no amounts outstanding on the revolving line of credit and we had outstanding $700,000 (Canadian dollars) in letters of credit.  At September 30, 2009, our adjusted cash and cash equivalent balance totaled $80.3 million.  The cash expenditures required in connection with the Acquisition were substantial.  On the closing date, we paid certain of the Members a cash payment of $7 million and issued a Promissory Note in favor of all of the Members in the principal amount of $53.5 million.  In addition, we also incurred significant transaction expenses in connection with the Acquisition.

The line of credit facilities contain various restrictive covenants, including, among other things, restrictions on investments, capital expenditures, minimum working capital and tangible net worth requirements.  Violation of those covenants would place us in default, so we must manage our financial condition carefully.  Although in recent years we have generated sufficient net cash from our operations to meet our capital requirements, we will be substantially larger with greater operating cash needs as a result of the Acquisition.  If actual results fail to meet our expectations regarding the revenues and expenses of the acquired business, our historical cash flows may not be sufficient to meet our capital requirements.  If additional funding is required for operations, to cure loan defaults or for other purposes, we may attempt to seek funds from time to time through public or private equity or debt financing, although additional funds may not be available on terms acceptable to us or at all.  We may also decide to raise additional capital at such times and upon such terms as management considers favorable and in our interests.  Under the terms of the Purchase Agreement, however, until such time as the Closing Shares have been converted into shares of common stock, we have agreed not to issue any shares of our common stock, preferred stock or other securities convertible into shares of common stock or preferred stock except:

·to the Members;

·pursuant to transfers of shares of common stock issued and outstanding as of November 18, 2009; and

·pursuant to existing common stock purchase warrants and stock options.

The failure of our stockholders to approve the conversion of the Closing Shares could adversely affect our ability to raise additional capital, if needed, which, in turn, could have a material adverse effect on our operations and financial condition.

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If our stockholders approve the conversion of the Closing Shares and the issuance of the shares of common stock issuable upon the conversion of the Closing Shares, our stockholders will be diluted.  In addition, if our stockholders approve the issuance of the Earnout Shares, and we are ultimately required to issue such shares, our stockholders will experience further dilution.

Prior to the closing of the Acquisition, we had 32,704,903 shares of common stock outstanding.  If our stockholders approve the conversion of the Closing Shares, the Closing Shares will automatically convert into 8,185,278 shares of common stock, which would represent an increase of approximately 25% in the number of shares of common stock outstanding prior to the Acquisition and result in a dilution of the existing ownership interests of our common stockholders.

In addition, if JCG’s EBITDA, 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 pay the Members, as earnout consideration, a number of 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.  Although we cannot currently determine the number of Earnout Shares, if any, that we may be required to issue at the end of the earnout period, the issuance of any Earnout Shares would result in further dilution of the existing ownership interests of our common stockholders.  By way of illustration, if we were required to issue the maximum number of Earnout Shares, we would be required to issue an additional 6,508,276 shares of common stock, which would represent a 19.9% increase in the number of shares of common stock outstanding prior to the Acquisition and, according to the formula above, would reflect a 20-day average closing price of $1.54 per common share.

If our stockholders approve both proposals set forth in this proxy statement and the maximum number of Earnout Shares become issuable, the total number of shares of common stock issued in connection with the Acquisition would represent an approximately 45% increase in the number of shares of common stock outstanding prior to the Acquisition, resulting in substantial dilution of the existing ownership interests of our common stockholders.

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The actual value of the consideration potentially payable to the Members pursuant to the Purchase Agreement may exceed the nominal value specified in the Purchase Agreement.

Under the Purchase Agreement, as part of the consideration for the Acquisition, we agreed to issue additional contingent shares, or Earnout Shares, for a value of $10 million should certain financial milestones be achieved.  The Purchase Agreement provides that the value of the Earnout Shares would be based on the average closing price of our common stock, as reported on NASDAQ, for the 20 business days prior to December 31, 2010.  Because we will calculate an average share price, rather than establish the value as of the closing share price on December 31, 2010, there may be a difference to the value between the two amounts.  This could result in providing a value for the Acquisition consideration greater than the indicated value of $10 million.

As shares of our common stock issued in connection with the Acquisition become eligible for public resale, the sale of those shares could adversely impact our stock price.

Subject to certain specified exceptions and limitations, we granted 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 and the Earnout Shares in any registration statement (other than pursuant to a registration statement on Forms S-4 or S-8 or any successor or similar forms, or a registration on any form that does not permit secondary sales) that we file after the closing date.  If we file a registration statement including such shares and the registration statement is declared effective, a substantial number of shares of our common stock would become eligible for public resale.  Even if we did not file a registration statement, certain of such shares may become eligible for public resale at the end of the applicable holding period under Rule 144 of the Securities Act.  Our stock price may suffer a significant decline as a result of the sudden increase in the number of shares of common stock sold in the public market or market perception that the increased number of shares of common stock available for sale will exceed the demand for our common stock.

Our integration with JCG may not be completed successfully, cost-effectively or on a timely basis.

We have significantly more assets and employees to manage than we did prior to the Acquisition.  The integration process will require us to significantly expand the scope of our operations and financial systems.  Our management will be required to devote a significant amount of time and attention to the process of integrating us with JCG.  There is a significant degree of difficulty and management involvement inherent in that process.  These difficulties include, among others:

·the diversion of management’s attention from the day-to-day operations of the combined company;

·the management of a significantly larger company than before completion of the Acquisition;

·the assimilation of JCG employees and the integration of two business cultures;

·retaining key personnel;

·the integration of information, accounting, finance, sales, billing, payroll and regulatory compliance systems;

·challenges in keeping existing customers and obtaining new customers; and

·challenges in combining service offerings and sales and marketing activities.

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There can be no assurance that we will successfully or cost-effectively integrate JCG’s operations with our own and the costs of achieving systems integration may substantially exceed our current estimates.  For example, because JCG was formerly a privately-held company, JCG has not had to comply with the requirements of the Sarbanes-Oxley Act of 2002 for internal controls and other procedures.  Bringing its systems into compliance with those requirements may cause us to incur substantial additional expense.  In addition, the integration process may cause an interruption of or loss of momentum in the activities of our business after the Acquisition.  If our management is not able to effectively manage the integration process or if any significant business activities are interrupted as a result of the integration process, our business could suffer and our results of operations and financial condition may be negatively affected.

We may not be able to realize the benefits we expect to achieve from the Acquisition.

Strategic transactions like the Acquisition create numerous uncertainties and risks.  The combined company may not be able to realize the expected revenue growth and other benefits that we seek to achieve from the Acquisition.  We believe that our businesses are complementary in a number of respects and that the combined company can take advantage of economies of scale and other benefits in the following areas, among others:

·market expansion;

·increased sales to existing customers;

·service and technology synergies;

·operational synergies;

·materials and suppliers;

·     ��            geographic synergies; and

·cultural synergies.

However, these anticipated benefits are based on projections and assumptions, not actual experience, and actual results may deviate from our expectations for a variety of reasons, including those discussed in these risk factors and elsewhere in this proxy statement.

The addition of two new directors to our board of directors may have an anti-takeover effect.

Pursuant to the Purchase Agreement, we created two new “Class C” directorships with terms expiring at the 2011 annual meeting of our stockholders.  The size of our board of directors increased from eight to ten members.  The increase in size of our board of directors could, under certain circumstances, have an anti-takeover effect.  The expansion of the board of directors may discourage a potential acquirer from seeking to acquire shares of our common stock (whether by making a tender offer or otherwise) or otherwise attempting to obtain control of us, or make such process more difficult.

If our stockholders approve of the conversion of the Closing Shares, we will no longer be deemed to be a “controlled company” pursuant to the NASDAQ listing requirements and will no longer be exempt from certain corporate governance requirements.

Currently, Brian Pratt, our chief executive officer, president and chairman, holds in excess of 50% of our voting power for the election of directors.  As a result, we are currently considered a “controlled company” pursuant to NASDAQ Listing Rule 5615(c).  A controlled company is a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company.  As a controlled company, we are currently exempt from certain NASDAQ corporate governance requirements, including:

·NASDAQ Listing Rule 5605(b), which requires that a majority of our board of directors be comprised of independent directors;

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·NASDAQ Listing Rule 5605(d), which requires that compensation of our chief executive officer and all other executive officers must be determined or recommended to the board of directors for determination by (a) independent directors constituting a majority of the board of directors’ independent directors in a vote in which only independent directors participate or (b) a compensation committee comprised solely of independent directors; and

·NASDAQ Listing Rule 5605(e), which requires that director nominees must either be selected or recommended for the board of directors’ selection by (a) independent directors constituting a majority of the board of directors’ independent directors in a vote in which only independent directors participate or (b) a nominations committee comprised solely of independent directors.

Currently, we voluntarily comply with NASDAQ Listing Rule 5605(b) because our board of directors is comprised of a majority of independent directors.  However, in reliance on the controlled company exemption, we do not currently comply with NASDAQ Listing Rules 5605(d) and (e). If our stockholders approve the conversion of the Closing Shares, Mr. Pratt will no longer beneficially hold greater than 50% of our voting power for the election of directors and we will no longer be considered a controlled company.  As a result, we will be required to comply with NASDAQ Listing Rules 5605(d) and (e).

Risks Relating to the Combined Company

Uncertainties associated with the Acquisition or the combined company may cause delays in customer orders or even loss of customers, which could offset any benefits we may realize from the diversification of our customer base.

In response to the closing of the Acquisition, or due to the diversion of management’s attention, current and potential customers may delay or defer decisions concerning their use of our services.  In particular, prospective customers could be reluctant to purchase the combined company’s services due to uncertainty about the direction of the combined company.  To the extent that the Acquisition creates uncertainty among those persons and organizations contemplating purchases such that one large customer, or a significant group of smaller customers, delays, defers or changes purchases in connection with the Acquisition, our results of operations would be adversely affected.

There is no assurance that we will be able to continue or expand upon JCG’s past success in securing bids for new contracts.

JCG has maintained successful relationships with a wide range of customers.  There is no assurance that we will be able to replicate or improve upon JCG’s success in bidding on and securing projects for these and other customers following the Acquisition.  If we are unsuccessful at maintaining JCG’s relationships, we may not be able to achieve internal growth, expand our operations or grow our business and the failure to do so could have an adverse effect on the combined company’s financial condition, results of operations and cash flows.

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SPECIAL MEETING OF PRIMORIS STOCKHOLDERS

Date, Time and Place of Special Meeting

This proxy statement is being furnished in connection with the solicitation of proxies on behalf of our board of directors for use at a special meeting of our stockholders to be held on April 12, 2010, at 10:00 A.M., Pacific Standard Time at our offices located at 26000 Commercentre Drive, Lake Forest, California 92630, or at any adjournments or postponements thereof.  If you need directions to the location of the special meeting in order to attend the meeting and vote in person, please contact us at (949) 598-9242.

Purpose of Special Meeting

The special meeting is being held to request that stockholders consider and vote upon two proposals:

·approval of the issuance of (a) 8,185,278 shares of common stock issuable upon the conversion of the Closing Shares and (b) up to 6,508,276 Earnout Shares; and

·approval of the conversion of the Closing Shares into 8,185,278 shares of common stock.

We do not expect a vote to be taken on any other matters at the special meeting.  If any other matters are properly presented at the special meeting for consideration, however, the holders of the proxies, if properly authorized, will have discretion to vote on these matters in accordance with their best judgment.

Record Date; Voting Information

The record date for the special meeting is March 9, 2010.  If you were a common stockholder of record at the close of business on the record date, you are entitled to notice of, and to vote at, the special meeting and any adjournments thereof.  At the close of business on the record date, 33,121,567 shares of our common stock were outstanding and entitled to vote.  Stockholders are entitled to one vote on each matter submitted to the stockholders for each share of our common stock held as of the record date.  The shares of Series A Preferred Stock issued to the Members in connection with the Acquisition do not have voting rights and therefore the holders of the Series A Preferred Stock are not entitled to vote at the special meeting.

Quorum

Shares entitled to vote at the special meeting may take action on a matter at the special meeting only if a quorum of those shares exists with respect to that matter.  The presence at the meeting, in person or when authorized, by means of remote communication or represented by proxy, of the holders a majority of the issued and outstanding shares of our common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting.  As noted above, on the record date, there were 33,121,567 shares of our common stock issued and outstanding.  As a result, the presence in person or by proxy of 16,560,785 shares of our common stock will constitute a quorum for the transaction of business at the special meeting.

Required Votes

The proposal to approve of the issuance of (a) 8,185,278 shares of common stock issuable upon the conversion of the Closing Shares and (b) up to 6,508,276 Earnout Shares, must be approved by the affirmative vote of the majority of the shares present in person or represented by proxy and voting on the proposal.

The proposal to approve of the conversion of the Closing Shares into 8,185,278 shares of common stock must be approved by the affirmative vote of the majority of the shares present in person or represented by proxy and voting on the proposal.

Abstentions and Broker Non-Votes

Brokers, banks or other nominees who hold shares of our common stock for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner of

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the shares prior to the special meeting.  A “broker non-vote” occurs when a broker, bank or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares.  Broker non-votes will be counted for purposes of calculating whether a quorum is present at the special meeting, but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal.  Thus, a broker non-vote will make a quorum more readily obtainable, but will not otherwise affect the outcome of the vote on a proposal that requires the approval of a majority of the votes present in person or represented by proxy and entitled to vote.  With respect to a proposal that requires the approval of a majority of the outstanding shares, a broker non-vote has the same effect as a vote AGAINST the proposal.  However, no such proposals are being voted on at the special meeting.  Abstentions will be considered present at the special meeting for the purpose of determining a quorum and will count as votes cast on the proposals.  An abstention on either proposal will have the same effect as a vote AGAINST the proposal.

Adjournment or Postponement

If a quorum is not present or represented at the special meeting, then either the chairperson of the special meeting or the stockholders holding a majority of the shares represented at the special meeting in person or by proxy have the power to cause the meeting to be adjourned, from time to time, without notice other than announcement at the meeting, until a quorum is present or represented by proxy.  At an adjourned meeting at which a quorum is present or represented by proxy, any business may be transacted which might have been transacted at the original special meeting.  If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting.

Recommendation of Primoris’ Board of Directors

Our board of directors unanimously recommends that you vote:

·FOR the approval of the issuance of (a) 8,185,278 shares of common stock issuable upon the conversion of the Closing Shares and (b) up to 6,508,276 Earnout Shares; and

·FOR the approval of the conversion of the Closing Shares into 8,185,278 shares of common stock.

Solicitation and Voting Procedures

You may vote by mail or by attending the special meeting in person and voting by ballot.  If you choose to vote by mail, simply mark your proxy card, date and sign it and return it to our transfer agent, Continental Stock Transfer & Trust Company, in the postage-paid envelope provided.

Submitting your completed proxy card will not limit your right to vote at the special meeting if you attend the special meeting and vote in person.  However, if your shares of common stock are held in the name of a broker, bank or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the special meeting.  You should allow yourself enough time prior to the special meeting to obtain this proxy from the holder of record.

The shares of common stock represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the special meeting.  If you sign and return your proxy card but do not give voting instructions, the shares of common stock represented by that proxy card will be voted as recommended by the board of directors.

We will pay the costs for the solicitation of proxies, including the cost of preparing and mailing this proxy statement.Proxy Statement. Proxies are being solicited primarily by mail, but the solicitation by mail may be followed-up by solicitation in person, or by telephone or facsimile, by our regular employees without additional compensation for such proxy solicitation activity. We will reimburse brokers, banks and other custodians and nominees for their reasonable out-of-pocket expenses incurred in sending proxy materials to our stockholders.

Stockholder proposal deadline for the 2012 Annual Meeting

The rules of the SEC establish the eligibility requirements and the procedures that must be followed for a stockholder’s proposal to be included in a public company’s proxy materials. Under those rules, proposals submitted for inclusion in our 2012 proxy materials must be received on or before the close of business on the day that is 120 days prior to [April 8, 2012].  Proposals for inclusion in our 2012 proxy materials must comply with the procedures set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition to the requirements of the SEC, our Amended and Restated Bylaws (“Bylaws”) provide that in order for a proposal to be properly brought before an Annual Meeting of Stockholders, it must be either (1) specified in the notice of the meeting given by us, (2) otherwise brought before the meeting by or at the direction of our Board, or (3) properly brought before the meeting by a stockholder entitled to vote at the meeting and who complies with the following notice procedures: (i) the stockholder must give timely notice thereof in writing of the business to be brought before such meeting to our Secretary, and (ii) such business must be a proper matter for stockholder action under the Delaware General Corporation Law. Our Bylaws provide that to be timely, a stockholder’s notice must be delivered to our Secretary at our principal executive offices not less than 45 days prior to the first anniversary of the date on which we first mailed our proxy materials for the preceding year’s Annual Meeting. If the date of the subsequent year’s Annual Meeting of Stockholders is changed by more than 30 days from the date of the prior year’s meeting, notice by the stockholder for the subsequent year’s Annual Meeting must be delivered to our Secretary within a “reasonable time” prior to our mailing of the proxy materials for the subsequent year’s Annual Meeting of Stockholders. We expect to announce the date of the 2012 Annual Meeting of Stockholders in early 2012.

If a stockholder proposes to nominate for election or reelection a director, the stockholder’s notice must include all information relating to such director nominee that is required to be disclosed in solicitation of proxies for election of directors in an election contest, or otherwise required, in each case, pursuant to Regulation 14A and Rule 14a-11 under the Exchange Act.

For any business that a stockholder desires to bring before an annual meeting, the stockholder’s notice must comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and must include the following:

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