**Exhibit 10.3****ORION MARINE GROUP, INC.****AMENDED AND RESTATED REDEMPTION AGREEMENT**     This Amended and Restated Redemption Agreement (this “***Amendment***”), dated as of May 7, 2007,(i) amends and restates in its entirety the Redemption Agreement (the “***Agreement***”), dated as ofMarch 27, 2007 by and among Orion Marine Group, Inc. (formerly Hunter Acquisition Corp.), aDelaware corporation (“***Company***”), and the holders of the Company’s capital stock (the “***Stock***”) setforth on Exhibit A hereto (individually, a “***Seller***”, and together, the “***Sellers***”), and (ii)is entered into by and among the Company and the Sellers holding at least a majority of the Shares.RECITALS     WHEREAS, each of the Sellers owns the number of shares of Class A Stock, par value $0.01 pershare (“***Class A Stock***”), and Class B Stock, par value $0.01 per share (“***Class B Stock***” and,together with the Class A Stock owned by the Stockholders, the “***Shares***”) in each case as set forthon Exhibit A;     WHEREAS, the Company is proposing to sell equity securities to new investors (the“***Financing***”) pursuant to a Purchase/Placement Agreement to be entered into by and betweenthe Company and Friedman, Billings, Ramsey & Co., Inc. (“***FBR***;” and such agreement being the “***FBRAgreement***”), and the Company expects to close such Financing within ninety (90) days after theexecution of the Agreement;     WHEREAS, upon the terms and conditions set forth herein, each Seller desires to tender, andCompany desires to redeem (the “***Redemption***”), all of such Seller’s Shares at the Redemption Price(as defined below);     WHEREAS, the Company and the Sellers also desire to terminate the Securities Purchase andExchange Agreement, dated as of October 14, 2004 (the “***Purchase Agreement***”), among the Company andthe Sellers, the Stockholders’ Agreement, dated as of October 14, 2004 (as amended, the“***Stockholders’ Agreement***”), among the Company and the Sellers, the Registration Rights Agreement,dated of October 14, 2004 (the “***Registration Rights Agreement***”), among the Company and the Sellers,the letter regarding management rights, dated as of October 14, 2004 (the “***Management RightsLetter***”), from the Company to Austin Ventures VII, L.P. and Austin Ventures VIII, L.P., and theManagement Agreement, dated as of October 14, 2004 (the “***Management Agreement***” and, together withthe Purchase Agreement, the Stockholders’ Agreement, the Registration Rights Agreement and theManagement Rights Letter, the “***Terminated Agreements***”), between the Company and Capture 2004, L.P.,in each case on the terms, subject to the conditions and with such exceptions set forth below; and     WHEREAS, as a result of developments in the Financing, the undersigned Sellers desire to amendand restate the Agreement in its entirety, which amendment and restatement will be binding on allSellers upon execution of this Amendment by the Sellers holding at least a majority of the Sharespursuant to Section 7 of the Agreement.     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreementshereinafter set forth, the parties hereto agree as follows:
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AGREEMENT     1. Closings; Closing Dates. Subject to the terms and conditions herein, the initialclosing of the redemption (the “***Initial Closing***”) shall occur promptly (and in any event withinthree business days) following the closing of the Financing or such other date as agreed to betweenthe Company and the holders of a majority in voting power of the Stock (the “***Initial ClosingDate***”). Thereafter, subject to the terms and conditions herein, subsequent closings (each, a“***Subsequent Closing***” and, together with the Initial Closing, each a “***Closing***”) shall occur promptly(and in any event within three business days) after the closing of each exercise by FBR of itsoption to purchase additional shares pursuant to the terms of the FBR Agreement (each, a“***Subsequent Closing Date***” and, together with the Initial Closing Date, each a “***Closing Date***”).          1.1 Effective upon the Initial Closing, except as otherwise set forth in the EmploymentAgreement dated as of March 27, 2007 between the Company and Russell B. Inserra (the “***EmploymentAgreement***”), the Company shall pay on the Initial Closing Date the respective Redemption Price, bycheck or wire transfer, to each Seller, and the Attorney (as defined below) shall surrender anddeliver to the Company for cancellation the stock certificates representing (a) all Class A Stockand (b) a number of shares of Class B Stock equal to (i) the net proceeds to the Company from theclosing of Financing (after purchaser’s discount, placement fees and all other expenses related tothe Financing) divided by (ii) the Redemption Price for the Class B Stock, such redeemed Class BStock to be allocated among the Sellers in accordance with the number of shares of Class B Stockheld by them immediately prior to such Initial Closing; provided, that for purposes of theEmployment Agreement, the Class B Stock to be redeemed from Mr. Inserra shall be allocated *first*,to the outstanding shares of Class B Stock held by Mr. Inserra on the date hereof (other than theUnvested Shares, as defined in the Employment Agreement), *second*, to the Unvested Shares and *third*to any shares of Class B Stock purchased by Mr. Inserra pursuant to options outstanding on the datehereof. The “***Redemption Price***” shall mean (A) with respect to each Share that is Class A Stock, anamount equal to $1,000 (as adjusted for any stock splits, stock dividends, recapitalizations,combinations or similar transactions with respect to the Class A Stock after the date hereof and onor prior to the Closing Date) plus all accrued or declared but unpaid dividends on such share ofClass A Stock to and including the Closing Date, and (B) with respect to each Share that is Class BStock, an amount equal to the net proceeds per share (after purchaser’s discount and placementfees, but before other expenses) to the Company in the Financing.          1.2 Effective upon each Subsequent Closing, except as otherwise set forth in the EmploymentAgreement, the Company shall pay on such Subsequent Closing Date the respective Redemption Price,by check or wire transfer, to each Seller, and the Attorney (as defined below) shall surrender anddeliver to the Company for cancellation the stock certificates representing a number of shares ofClass B Stock (not greater than the aggregate number of Shares that are Class B Stock outstandingimmediately prior to such Subsequent Closing Date) equal to (i) the net proceeds to the Companyfrom the exercise by FBR of its option to purchase additional shares (after purchaser’s discount,placement fees and all other expenses related thereto) divided by (ii) the Redemption Price for theClass B Stock, such redeemed Class B Stock to be allocated among the Sellers in accordance with thenumber of shares of Class B Stock held by them immediately prior to such Subsequent Closing;provided, that for purposes of the Employment Agreement, the Class B Stock to be redeemedfrom Mr. Inserra shall be allocated *first*, to the outstanding shares of Class B Stock held by Mr.Inserra on the date hereof (other than the Unvested Shares, as defined in the EmploymentAgreement), *second*, to the Unvested Shares and *third*to any shares of Class B Stock purchased byMr. Inserra pursuant to options outstanding on the date hereof.          1.3 At each Closing, for value received, each of the Sellers sells, assigns and transfers untothe Company the Shares redeemed at such Closing set forth opposite such Seller’s name on
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Exhibit A standing in such Seller’s name on the books of the Company and does herebyirrevocably constitute and appoint the Secretary of the Company agent to cancel said Shares on thebooks of the Company with full power of substitution in the premises.     2. Surrender of Certificates; Power of Attorney. Upon execution of the Agreement,each Seller shall deliver to the Company, as escrow agent, all stock certificates representing theShares for delivery to the Company and cancellation upon Closing. To the extent such Shares areuncertificated, each Seller hereby authorizes the Company to cancel such Seller’s Shares on thebooks of the Company on the Closing Date. The deposited certificates shall remain inescrow until the earlier of the termination of this Agreement or the Closing. Upon termination ofthis Agreement, the Company shall promptly deliver the certificates representing any unredeemedShares to each applicable Seller. At each Closing the escrowed certificates for the Sharesredeemed at such Closing shall be cancelled by the Company concurrently with the payment to Sellersof the Redemption Price for such Shares, and the Sellers shall cease to have any further rights orclaims with respect to such redeemed Shares. To insure the performance of each Seller with theagreements set forth in this Agreement, each Seller hereby appoints the Secretary of the Company orits designee (the “***Attorney***”), as his, her, or its true and lawful attorney in fact, with fullpower of substitution and resubstitution, to transfer and deliver to the Company all Shares andcertificates representing Shares, subject to the provisions of this Agreement, for cancellation ateach Closing concurrently with the payment to Sellers of the Redemption Price for such Shares. Thepowers granted by each Seller pursuant to the preceding sentence are coupled with an interest andare given to secure the performance of such Seller’s commitments under this Agreement. Such powersshall be irrevocable for the term of this Agreement and shall survive the death, incompetency,disability, dissolution or winding up of such Seller. Except as provided above, no Seller shallgrant a proxy or power of attorney with respect to the transfer, voting or other control over, orcreate any right to vote or dispose of any of the Shares without the prior written consent of theCompany. Until the termination of this Agreement, no Seller shall transfer any Shares or anyinterest in any Shares, except pursuant to the terms of this Agreement.     3. Termination of the Terminated Agreements. Immediately prior to, and conditionedupon, the closing of the Financing, each of the Terminated Agreements shall be terminated in theirentirety and of no further force or effect; provided, that Sections 8.14 and9.15 of the Purchase Agreement, Section 9 of the Stockholders’ Agreement, thesecond to last paragraph of the Management Rights Letter and Section 4 of the ManagementAgreement shall each survive such termination.     4. Termination of the Agreement. The Agreement shall terminate upon the expiration ofFBR’s option under the FBR Agreement to purchase additional stock from the Company. Sections3, 5, and 7 through 17 shall survive such termination.     5. Representations and Warranties.          5.1 Seller Representations and Warranties to Company. Each Seller, severally and notjointly, hereby represents and warrants to the Company on the date hereof and on each Closing Dateas follows:               5.1.1 Power and Authority. The Seller has the power and authority to execute anddeliver this Agreement and to perform such Seller’s obligations hereunder and to consummate thetransaction contemplated hereby. This Agreement has been duly executed and delivered by the Sellerand, assuming the due authorization, execution, and delivery by the Company, constitutes the legal,valid and binding obligation of the Seller enforceable against the Seller in accordance with itsterms (subject to bankruptcy, insolvency, reorganization or other similar laws affecting theenforcement of creditors’ rights generally or by principles governing the availability of equitableremedies).
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               5.1.2 Ownership. The Seller is the owner, beneficially and of record of, and has goodand marketable title to, the Shares, free and clear of any liens, charges, options, pledges,encumbrances, conditions or claims. The Seller has not pledged, assigned or otherwise transferredthe Shares. Other than Seller’s title to the Shares, the Seller does not hold (beneficially orotherwise) or have any other rights or interest in or to any capital stock of the Company or itssubsidiaries, including (without limitation) any options, warrants, subscriptions, rights(including conversion or preemptive rights), obligations or agreements (contingent or otherwise)for the purchase or acquisition of any shares of capital stock of the Company or any of itssubsidiaries.               5.1.3 Noncontravention. Neither the execution and delivery of this Agreement by theSeller nor the performance by the Seller of such Seller’s or obligations contemplated by thisAgreement will: (i) require on the part of the Seller any filing with, or any permit,authorization, consent or approval of, any court, arbitrational tribunal, administrative agency orcommission or other governmental or regulatory authority or agency or (ii) result in the impositionof any encumbrance upon, or Security Interest (as defined below) on, the Shares. “***SecurityInterest***” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whetherarising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similarliens, (ii) liens arising under worker’s compensation, unemployment insurance, social security,retirement, and similar legislation, (iii) liens on goods in transit incurred pursuant todocumentary letters of credit, and (iv) statutory liens with respect to current taxes not yet dueand payable, and in each case arising in the ordinary course of business consistent with pastpractice, including with respect to frequency and amount.               5.1.4 Brokers. The Seller has not dealt with a broker or finder in connection withthe transaction contemplated in this Agreement and no broker or other person is entitled to anycommission or finder’s fee in connection with the Redemption.               5.1.5 Information. The Seller has received from the Company all information that suchSeller has requested or deems necessary in connection with Seller’s decision to enter into thisAgreement and perform Seller’s obligations hereunder.          5.2 Company Representations and Warranties to Sellers. The Company represents andwarrants to each Seller on the date hereof and on each Closing Date as follows:               5.2.1 Organization. The Company is duly organized, validly existing and in goodstanding in the State of Delaware.               5.2.2 Authority. The Company has the requisite legal power, authority and capacity toexecute, deliver and perform this Agreement. All action of the Company’s Board of Directors andits stockholders necessary to authorize the transactions contemplated hereby have been duly andvalidly taken and all requisite consents of third parties have been obtained. The execution,delivery and performance of this Agreement and the consummation of the transactions contemplatedhereby, including the Redemption, payment of the aggregate Redemption Price, (i) have not and willnot conflict with or result in a breach of the provisions of its Certificate of Incorporation, asamended, or its Bylaws, as amended, (ii) have not resulted, and will not (with or without the lapseof time or the giving of notice or both) result, in any default or breach or give rise to any rightof termination, acceleration or cancellation under any of the terms, conditions, or provisions ofany note, deed of trust, bond, mortgage, indenture, instrument, agreement, license or permit towhich it is a party or by which it or any of its assets may be bound or result in the imposition ofany encumbrance upon, or Security Interest on, any of the Corporation’s assets, (iii) have notviolated, and will not violate, any rule, regulation, judgment, decree or order by which it may bebound; or (iv) have not, and will not, require on the part of the Corporation any
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filing with, or any permit, authorization, consent or approval of, any court, arbitrationaltribunal, administrative agency or commission or other governmental or regulatory authority oragency.               5.2.3 Validity. This Agreement has been duly and validly executed and delivered bythe Company and constitutes a valid and binding obligation enforceable in accordance with its terms(subject to bankruptcy, insolvency, reorganization or other similar laws affecting the enforcementof creditors’ rights generally or by principles governing the availability of equitable remedies).               5.2.4 Offering Memorandum. Capitalized terms not defined herein have the meaningsascribed to such terms in the FBR Agreement.                    (a) The Preliminary Memorandum did not, as of its date, contain an untrue statement of amaterial fact or omit to state a material fact necessary in order to make the statements therein,in the light of the circumstances under which they were made, not misleading; and the FinalMemorandum did not, as of its date, at the Closing Time and each Extended Closing Time (if any) andeach Secondary Closing Time (if any), contain an untrue statement of a material fact or omit tostate a material fact necessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading; provided, however, that thisrepresentation and warranty does not apply to any statement in or omission from the PreliminaryMemorandum or Final Memorandum made in reliance upon and in conformity with information furnishedto the Company in writing by FBR or any Seller expressly for use therein; and                    (b) The Preliminary Memorandum included, as of its date, and the Final Memorandum include, asof its date, at the Closing Time, Extended Closing Time (if any) and at each Secondary Closing Time(if any), the information required by Rule 144A, Regulation S and Regulation D;               5.2.5 Solvency. After giving effect to the transactions contemplated by thisAgreement, including the payment of the aggregate Redemption Price: (i) the Company’s fair value ofits property will be greater than its total amount of liabilities, including, without limitation,its contingent liabilities; (ii) the present fair salable value of the Company’s assets will begreater than the amount that will be required for the Company to pay the probable liability on itsdebts as they become absolute and matured; (iii) the Company is not engaged in business or atransaction, and will not be engaged in business or a transaction, for which the Company’s propertywould constitute an unreasonably small capital.               5.2.6 Surplus. The redemption complies with the Delaware General Corporation Laws andthe Company’s payment of the Redemption Price shall not cause an impairment to the Company’scapital. At each Closing Date, the Company shall have sufficient surplus (as determined inaccordance with Delaware General Corporation Laws) or net profits for 2006 and/or 2007 to pay theRedemption Price in full.          5.3 Seller Representations and Warranties to other Sellers. Capitalized terms notdefined herein have the meanings ascribed to such terms in the FBR Agreement. Each Seller,severally and not jointly, hereby represents and warrants to each other Seller, on the date hereofand on each Closing Date, that to the knowledge of Seller (i) the Preliminary Memorandum did not,as of its date, contain an untrue statement of a material fact or omit to state a material factnecessary in order to make the statements therein, in the light of the circumstances under whichthey were made, not misleading; and (ii) the Final Memorandum did not, as of its date, at theClosing Time and each Extended Closing Time (if any) and each Secondary Closing Time (if any),contain an untrue statement of a material fact or omit
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to state a material fact necessary in order to make the statements therein, in the light ofthe circumstances under which they were made, not misleading; provided, however, that thisrepresentation and warranty does not apply to any statement in or omission from the PreliminaryMemorandum or Final Memorandum made in reliance upon and in conformity with information furnishedto the Company in writing by FBR or any other Seller expressly for use therein.     6. Conditions to Closing.          6.1 Sellers’ Conditions to Closing. The obligation of the Sellers to close theRedemption is subject to the fulfillment on or prior to each Closing Date, to the satisfaction ofor waiver by the Sellers holding a majority in voting power of the Shares, of each of the followingconditions:               6.1.1 Representations and Warranties. Each representation and warranty made by theCompany in Section 5 above shall be true and correct on in all material respects on theClosing Date with the same force and effect as if such representation and warranty had been made onand as of the Closing Date.               6.1.2 Performance. All covenants, agreements and conditions contained in thisAgreement to be performed or complied with by the Company on or prior to the Closing Date shallhave been performed or complied with by the Company in all material respects.               6.1.3 Consents and Waivers. The Company shall have obtained all consents and waiversnecessary to execute this Agreement and any other agreements or instruments contemplated herein andto carry out the transactions contemplated hereby and thereby.               6.1.4 Authorizations. All authorizations, approvals or permits, if any, of anygovernmental authority or regulatory body that are required in connection with the lawfulRedemption pursuant to this Agreement shall have been duly obtained and shall be effective on andas of the Closing.               6.1.5 Compliance Certificate. The Company shall have delivered to the Sellers acertificate signed by the President of the Company, dated the Closing Date, certifying to thefulfillment of the conditions specified above.          6.2 Company’s Conditions to Closing. The obligation of the Company to close theRedemption is subject to the fulfillment on or prior to each Closing Date, to the satisfaction ofor waiver by the Company, of each of the following conditions:               6.2.1 Representations and Warranties. Each representation and warranty made by theSellers in Section 5 above shall be true and correct on in all material respects on theClosing Date with the same force and effect as if such representation and warranty had been made onand as of the Closing Date.               6.2.2 Performance. All covenants, agreements and conditions contained in thisAgreement to be performed or complied with by the Sellers on or prior to the Closing Date shallhave been performed or complied with by the Sellers in all material respects.               6.2.3 Financing Complete. The Company shall have closed the Financing or theadditional sale of shares to FBR, as applicable, and received the proceeds therefrom.
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               6.2.4 Consents and Waivers. The Company shall have obtained all consents and waiversnecessary to execute this Agreement and any other agreements or instruments contemplated herein andto carry out the transactions contemplated hereby and thereby.               6.2.5 Authorizations. All authorizations, approvals or permits, if any, of anygovernmental authority or regulatory body that are required in connection with the lawfulRedemption pursuant to this Agreement shall have been duly obtained and shall be effective on andas of the Closing.     7. Form W-9. Each Seller has duly completed and executed the attached Substitute FormW-9.     8. Entire Agreement. This Agreement constitutes the entire agreement between theparties with respect to its subject matter and may not be modified or amended, except by writtenagreement of the Company and the Sellers holding at least a majority of the Shares. Any amendment,waiver, discharge or termination not in compliance with this Section 8 shall be void.     9. General Release of Claims. Effective upon each Closing, each Seller, on behalf ofitself and its subsidiaries, affiliates, parents, officers, directors, shareholders, employees,agents, attorneys, successors and assigns, both present and former, if any and in each case otherthan the Company and its subsidiaries (collectively, the *“****Releasing Parties****”*), irrevocably andunconditionally release, acquit, covenant not to sue (directly or derivatively) and forever holdharmless the other Releasing Parties of and from any and all manner of action and actions, causeand causes of action, suits, debts, controversies, damages, judgments, executions, losses, claims,demands and attorneys’ fees and expenses whatsoever, (whether asserted or unasserted, known orunknown, foreseeable or unforeseeable, and whether accrued or that may accrue in the future) incontract, tort, law or in equity which the Releasing Parties ever had, now have or may in thefuture have against the other Releasing Parties based upon, arising out of, relating to, by reasonof (i) the Financing, (ii) the transactions contemplated by this Agreement including withoutlimitation the Redemption and (iii) any acts or omissions of the Company or its affiliates inconnection with (i) and (ii) above; provided however, that the release, acquittal and covenants notto sue (directly or derivatively) and forever hold harmless in this Section 9 shall notapply to claims based upon, arising out of, relating to, by reason of Section 5.3.     10. Non-waiver. No delay or failure by any party to exercise any right under thisAgreement, and no partial or single exercise of that right, shall constitute a waiver of that orany other right, unless otherwise expressly provided herein.     11. Independent Counsel. Each party acknowledges and agrees that such party has beenrepresented by and consulted with, or has had reasonable opportunity to be represented by andconsulted with, independent counsel of its own choosing throughout all negotiations that precededthe execution and delivery of this Agreement.     12. Headings. Headings in this Agreement are for convenience only and shall not beused to interpret or construe its provisions.     13. Further Assurances. Each party to this Agreement hereby covenants and agrees,without the necessity of any further consideration, to execute and deliver any and all such furtherdocuments and take any and all such other actions as may be necessary or appropriate to carry outthe intent and purposes of this Agreement and to consummate the transactions contemplated herein.     14. Governing Law. This Agreement shall be construed in accordance with and governedby the laws of the State of Delaware.
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     15. Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original but all of which together shall constitute one and the sameinstrument.     16. Binding Effect. Upon the execution hereof by the Company and the Sellers holdingat least a majority of the Shares, the provisions of this Amendment and the Agreement shall bebinding upon and inure to the benefit of each of the Company and each Seller and their respectivesuccessors and assigns.     17. Facsimile Signatures. This Agreement may be executed and transmitted byfacsimile, which signature shall be binding upon the parties as if they were original signatures.***Signature page follows.***
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed asof the date first written above.         COMPANY:           **ORION MARINE GROUP, INC.**           By: /s/ J. Michael Pearson            Name: J. Michael Pearson, President           SELLERS:           **AUSTIN VENTURES VIII, L.P.**           By: AV Partners VIII, LP, its General Partner           By: /s/ Joseph C. Aragona            Joseph C. Aragona, General Partner           **AUSTIN VENTURES VII, L.P.**           By: AV Partners VII, LP, its General Partner           By: /s/ Joseph C. Aragona            Joseph C. Aragona, General Partner           **CAPTURE 2004, L.P.**           By: JSB 2004, Inc., its general partner           By: /s/ Barry C. Twomey            Barry C. Twomey, Managing Director  ***Signature page to Amended and Restated Redemption Agreement***
 

 
         **2004 ORION, LLP**           By: /s/Barry C. Twomey            Barry C. Twomey, Managing Director           **ORION INCENTIVE EQUITY, LP**           By: Capture 2004, L.P., its general partner           By: JSB 2004, Inc., its general partner           By: /s/Barry C. Twomey            Barry C. Twomey, Managing Director           **RUSSELL INSERRA**      /s/ Russell B. Inserra          Russell B. Inserra  ***Signature page to Amended and Restated Redemption Agreement***
 

 
**EXHIBIT A****Class A Stock**           **Date** **Holder** **Certificate No.** **Number of Shares**10/14/04 2004 Orion LLP  01   1,000 1014/04 Austin Ventures VII, L.P.  02   11,437.5 10/14/04 Austin Ventures VIII, L.P.  03   19,062.5 10/14/04 Russell B. Inserra  04   3,500 **Class B Stock**           **Date** **Holder** **Certificate No.** **Number of Shares**10/14/04 2004 Orion LLP  01   819,000 10/14/04 Austin Ventures VII, L.P.  02   9,380,000 10/14/04 Austin Ventures VIII, L.P.  03   15,631,000 10/14/04 Orion Incentive Equity, L.P.  04   2,520,000 10/14/04 Capture 2004, L.P.  05   3,150,000 10/14/04 Russell B. Inserra  06   3,500,000 5/3/05 Russell B. Inserra  07   750,000   Russell B. Inserra     50,0001 1 Pursuant to the Employment Agreement of evendate herewith between the Company and Mr. Inserra, options to acquire 50,000shares of Class B Stock will vest on March 31, 2007. Subject to the vesting ofsuch options and Mr. Inserra’s exercise of such options and payment ofthe exercise price therefore on or prior to the Closing Date, the 50,000 sharesissuable upon exercise of such options will be subject to redemption under thisAgreement.