Orion Group Holdings Inc

The matters discussed in this Report may constitute or include projections or other forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act, of which provisions Orion is availing itself. Certain forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “may,” “will,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative thereof or other comparable terminology, or by discussions of strategy, plans, objectives, intentions, estimates, forecasts, guidance, outlook, assumptions, or goals. In particular, statements regarding the acquisition, the intended benefits of the acquisition, the competitive position and pipeline of opportunity following the acquisition, and statements regarding objectives, expectations, forecasts and intentions are forward-looking statements. Forward-looking statements involve risks, including the possibility that the anticipated benefits of the acquisition cannot be fully realized or may take longer to realize than expected, the integration of the Acquired Companies’ business will be more costly or take longer than expected, the ability to hire and retain key Acquired Company personnel, the ability to maintain the quality and profitability of the existing Acquired Companies’ service offerings and expand the business, and the ability to maintain favorable relations with key business partners, suppliers, and vendors. Considering these and other uncertainties, the inclusion of forward-looking statements in this Report and exhibits should not be regarded as a representation by Orion that its plans, estimates, forecasts, goals, intentions, or objectives will be achieved or realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Orion assumes no obligation to update information contained in this Report and exhibits whether as a result of new developments or otherwise, except as required by law.

The Purchase Agreement contains representations and warranties of the parties, which have been made for the benefit of the other party and should not be relied upon by any other person. Such representations and warranties (i) have been qualified by schedules and exhibits, (ii) are subject to materiality standards that may differ from what may be viewed

as material by investors, (iii) are made as of specified dates, and (iv) may have been used for the purpose of allocating risk among the parties rather than establishing matters of fact. Accordingly, the representations and warranties should not be relied upon as characterizations of the actual state of facts.

Item 9.01****Financial Statements and Exhibits.

(d) Exhibits:

Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request.