REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2007 • Orion Marine Group Inc • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of May 9, 2007, by and between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 17,500,000 shares of the Company’s common stock (plus an additional 3,449,196 shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
EMPLOYMENT AGREEMENT (Elliott Kennedy)Employment Agreement • August 20th, 2007 • Orion Marine Group Inc • Texas
This EMPLOYMENT AGREEMENT, dated as of April 2, 2007 (this “Agreement”), is by and between Orion Marine Group, Inc., a Delaware corporation (the “Company”), and Elliott Kennedy (the “Key Employee”). This Agreement shall become effective upon the closing of the offering and sale of equity securities by the Company (the “Effective Date”) pursuant to a Purchase/Placement Agreement to be entered into by and between the Company and Friedman, Billings, Ramsey & Co., Inc. (the “Financing”); provided, that this Agreement shall be null and void, and no force or effect, if such closing does not occur within 90 days after the date hereof.
LOAN AGREEMENTLoan Agreement • August 20th, 2007 • Orion Marine Group Inc • Texas
THIS LOAN AGREEMENT, dated as of July 10, 2007 (this “Agreement”), is between ORION MARINE GROUP, INC., a Delaware corporation (“Borrower”), each of the financial institutions which is or may from time to time become a party hereto (collectively, “Lenders”, and each a “Lender”), and AMEGY BANK NATIONAL ASSOCIATION, a national banking association, as agent (the “Agent”).
SOUTHPOINT SQUARE I, LTD. LEASELease Agreement • August 20th, 2007 • Orion Marine Group Inc
This LEASE AGREEMENT dated September 28, 2006, by and between SOUTHPOINT SQUARE I, LTD., with its principal office at 6821 Southpoint Drive, N., Jacksonville, Florida, 32216 hereinafter called the LESSOR, and Misener Marine Construction, Inc., with its principal office at 5600 West Commerce Street, Tampa, Florida 33616, hereinafter called the LESSEE.
ORION MARINE GROUP, INC. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 20th, 2007 • Orion Marine Group Inc • Delaware
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock (“Notice of Grant”) by and between Orion Marine Group, Inc., a Delaware corporation (the “Company”) and you;
HUNTER ACQUISITION CORP. 2005 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 20th, 2007 • Orion Marine Group Inc • Delaware
THIS AGREEMENT is made as of the Date of Grant set forth in the Notice of Grant of Restricted Stock (“Notice of Grant”) between Hunter Acquisition Corp., a Delaware corporation (the “Company”), and Grantee in order to carry out the purposes of the Hunter Acquisition Corp. 2005 Stock Incentive Plan (the “Plan”) by issuing Grantee shares of Class B Stock of the Company subject to certain restrictions thereon, and in consideration of the mutual agreements and other matters set forth in this Agreement, in the Notice of Grant, and in the Plan, the Company and Grantee hereby agree as follows:
EMPLOYMENT AGREEMENT (J. Cabell Acree III)Employment Agreement • August 20th, 2007 • Orion Marine Group Inc • Texas
This EMPLOYMENT AGREEMENT, dated as of August 13, 2007 (this “Agreement”), is by and between Orion Marine Group, Inc., a Delaware corporation (the “Company”), and J. Cabell Acree III (“Key Employee”).
LAND SUBLEASE AGREEMENTLand Sublease Agreement • August 20th, 2007 • Orion Marine Group Inc • Texas
This AGREEMENT (hereinafter this “Lease”), made as of the 1st day of May, 2007, by and between Signet Maritime Corporation, a Delaware corporation (“LESSOR”), at 1500 Main Street, TX 78632 USA, Telephone (361) 776-7500 and Orion Construction L.P. (“LESSEE”) 12550 Fuqua St., Houston Texas, 77034 Telephone (713) 852-6500.
ORION MARINE GROUP, INC. AMENDED AND RESTATED REDEMPTION AGREEMENTRedemption Agreement • August 20th, 2007 • Orion Marine Group Inc • Delaware
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 of March 27, 2007 by and among Orion Marine Group, Inc. (formerly Hunter Acquisition Corp.), a Delaware corporation (“Company”), and the holders of the Company’s capital stock (the “Stock”) set forth 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.
ORION MARINE GROUP, INC. 17,500,000 SHARES OF COMMON STOCK PURCHASE/PLACEMENT AGREEMENT May 9, 2007Purchase/Placement Agreement • August 20th, 2007 • Orion Marine Group Inc • New York
LEASELease Agreement • August 20th, 2007 • Orion Marine Group Inc • Louisiana
LEASE AGREEMENT effective as of the 13th day of September, 2006, between F. Miller Construction, L.L.C. (I. D. No. ) as lessee (“Lessee”) and Joe T. Miller, Sr., referred to as lessor (“Lessor”).
LEASELease Agreement • August 20th, 2007 • Orion Marine Group Inc • Texas
This lease is made and executed by and between the CITY OF PORT LAVACA, TEXAS, a home rule municipality duly incorporated under the laws of he State of Texas, hereinafter called “CITY” and KING FISHER MARINE SERVICE, INC, having their principal place of business in Port Lavaca, Calhoun County, Texas, hereinafter called “LESSEE”.
ORION MARINE GROUP, INC. LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • August 20th, 2007 • Orion Marine Group Inc • Delaware
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (“Notice of Grant”) by and between Orion Marine Group, Inc., a Delaware corporation (the “Company”), and you:
