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Exhibit 10.2
 Execution Copy
 ORION MARINE GROUP, INC.
 17,500,000 SHARES OF COMMON STOCK
 PURCHASE/PLACEMENT AGREEMENT
 May 9, 2007




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PURCHASE/PLACEMENT AGREEMENT
  
  Company FBR Common
Stock 144A/Regulation S Shares
 Regulation D Securities
Act Regulation D Shares Initial Shares Private Placement Shares Private Placement
 Option Shares Shares
 Securities Act Regulations Exempt Resales Resale Shares
 Preliminary Memorandum Final
Memorandum




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Exhibit A Registration Rights Agreement Registrable Shares
 Commission
  Sale and Purchase
 144A/Regulation S Shares. 144A/Regulation S Purchase Price
 Regulation D Shares Subscription Agreement Regulation D Purchase
Price Placement Fee
 -2-




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Option Shares. Purchased Option
Shares Placed Option Shares DTC
 Payment and Delivery
 144A/Regulation S Shares. Closing Time
 Regulation D Shares
 -3-




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Extended Regulation D Shares Extended Regulation D Closing Date Extended Closing Time
  Option Shares Secondary Closing Time
 Offering of the Shares; Restrictions on Transfer
 Regulation S
 -4-




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QIBs Regulation S Purchaser Eligible Purchasers
   -5-




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Sales only to Eligible Purchasers
 No general solicitation
 Restrictions on transfer
 -6-




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-7-




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Representations and Warranties of the Company.
  Applicable Time Disclosure Package provided, however
   -8-




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-9-




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Material Adverse Effect
  Intellectual Property
  -10-




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Charter Documents
  -11-




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Legal
Requirement
    -12-




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Authorizations
    -13-




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Exchange Act
      -14-




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NASD
     -15-




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-16-




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Hazardous Materials Environmental Laws
   ERISA
 -17-




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Code
 Money
Laundering Laws
 OFAC
    -18-




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-19-




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Government Contract Government
Bid
 Certain Covenants of the Company
  provided however
 -20-




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provided, however
  Rule 144A Information PORTAL
Information SM PORTAL
 -21-




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provided however
 -22-




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-23-




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Conditions of FBRs Obligations
 Exhibit B
  -24-




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-25-




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Lock-up Agreement Exhibit D
       -26-




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provided that
  Termination
  -27-
        Indemnity
   Indemnified Party
 -28-




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Indemnifying Party
 ,
 -29-




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Notices
  -30-




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Duties
 GOVERNING LAW; HEADINGS . THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER
STATE.
 -31-




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Parties at Interest
 Counterparts
  -32-




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Very truly yours,
ORION MARINE GROUP, INC.By:
    /s/ J. Michael PearsonName:
    J. Michael PearsonTitle:
    President & CEO [SIGNATURE PAGE TO PURCHASE/PLACEMENT AGREEMENT]




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Accepted and agreed to asof the date first above written:
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.By:

/s/
James R. KleeblattName:
    James R. KleeblattTitle:
    Senior Managing Director [SIGNATURE PAGE TO PURCHASE/PLACEMENT AGREEMENT]




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SCHEDULE A
 Offering Price
    
    $
    13.500000Offering Size:
    
    
    17,500,000Green Shoe Granted:
    
    
    3,449,196Total:
    
    
    20,949,196




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EXHIBIT A
 FORM OF REGISTRATION RIGHTS AGREEMENT
 Agreement n Company FBR Participants
 Purchase/Placement
Agreement n
  1. Definitions
  Accredited Investor Shares:
 Affiliate:
 Agreement:
 Board of Directors:
 A-1




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Business Day:
 Closing Date: n
 Commission:
 Common Stock:
 Company:
 Controlling Person:
 End of Suspension Notice:
 Exchange Act:
 FBR:
 Holder:
 Indemnified Party:
 Indemnifying Party:
 IPO Registration Statement:
 Issuer Free Writing Prospectus:
 Liabilities:
 NASD:
 No Objections Letter:
 Participants:
 Person:
 A-2




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Proceeding:
 Prospectus:
 Purchase/Placement Agreement:
 Purchaser Indemnitee:
 Registrable Shares: provided
 Registration Default:
 Registration Expenses:
 A-3




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® Selling Holders Counsel provided,
however
 Registration Statement:
 Regulation S:
 Regulation S Shares:
 Rule 144:
 Rule 144A:
 Rule 144A Shares:
 Rule 158:
 Rule 159:
 A-4




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Rule 405:
 Rule 415:
 Rule 424:
 Rule 429:
 Rule 433:
 Securities Act:
 Shares:
 Shelf Registration Statement:
 Suspension Event:
 Suspension Notice:
 Underwritten Offering
 2. Registration Rights
 Mandatory Shelf Registration. Shelf Registration Statement
 A-5




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IPO Registration. IPO Registration Statement
 Right to Terminate IPO Registration
 Selection of Underwriter
 Shelf Registration not Impacted by IPO Registration Statement.
 Issuer Free Writing Prospectus Issuer Free Writing Prospectus
 A-6




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Underwriting provided however first second pro rata provided however provided further however
  A-7
        Expenses
 Executive Bonuses Registration Default
 3. Rules 144 and 144A Reporting
     A-8




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4. Registration Procedures
   A-9




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provided, however, provided further
   A-10




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provided, however,
    A-11




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provided,
however,
   A-12




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provided, however,
     A-13




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No Objections Letter
    A-14




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5. Black-Out Period
 Board of Directors provided
 A-15




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Suspension Event Suspension Notice End of
Suspension Notice
  6. Indemnification and Contribution
  A-16




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Controlling
Person Purchaser Indemnitee Liabilities
 .
 A-17




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Indemnified Party Indemnifying Party
  A-18




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pro rata
  A-19




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7. Market Stand-off Agreement
 provided however
   provided
   8. Termination of the Companys Obligation
  A-20




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9. Limitations on Subsequent Registration Rights
 provided, however
 10. Miscellaneous
 Remedies
 Amendments and Waivers provided, however, provided
 A-21




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Notices
  ;
  Successors and Assigns provided, however
 Counterparts
 Headings
 Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE COURT IN THE STATE OF NEW YORK OR ANY FEDERAL
COURT SITTING IN NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
 A-22




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VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
 Severability
 Entire Agreement
 Registrable Shares Held by the Company or its Affiliates
 Adjustment for Stock Splits, etc.
 Survival
 Attorneys Fees
 [Signature page follows]
 A-23




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IN WITNESS WHEREOF
 ORION MARINE GROUP, INC.By:Name:Title:FRIEDMAN, BILLINGS, RAMSEY & CO., INC.By:Name:Title: A-24




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EXHIBIT B
 SUBSTANCE OF OPINION OF COMPANY COUNSEL
  th
   Company FBR Shares Common Stock Purchase/Placement Agreement
  Preliminary Memorandum
 Final Memorandum
  Registration Rights Agreement
 Purchasers Subscription
Agreements
  Certificate of Incorporation
 B-1




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Old
Certificate of Incorporation
 Bylaws
 OMG Certificate
 OMG Bylaws
 OCGP LLC Articles
 OCGP Regulations
 Orion Construction LP Certificate
 Orion Construction LP Agreement
 KFMSGP LLC Certificate
 KFMSGP Regulations
 King Fisher LP Certificate
 B-2




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King Fisher LP Agreement
  Annex A
   Subsidiary Subsidiaries
 B-3




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B-4




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Annex A clauses (ii) (iii) (iv) provided however paragraph
(e)
   Texas LLC Act Texas LP Act Loan Agreement
   B-5




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paragraphs (a) (f) (g)
 B-6




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paragraphs (c) (h)
 paragraph (e) Annex A
 Applicable Law Governmental Approval Governmental Authority
 paragraphs (i) (j)
    B-7




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ANNEX A
    B-8




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EXHIBIT C
 DESCRIPTION OF MATTERS TO BE OPINED TO BY VINSON & ELKINS L.L.P.
PURSUANT TO SECTION 6(c)(ii)
          C-1




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EXHIBIT D
 FORM OF LOCK-UP AGREEMENT
 n
 Friedman, Billings, Ramsey & Co., Inc.
   FBR Agreement Company Shares Offering Securities Act Lock-up Agreement
  Lock-up Period
 D-1




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Relevant
Securities
 D-2




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D-3




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Very truly yours,Name:Title:Address
 D-4