RICHMOND, Va. -- Otis Livingston II scored 22 points and made four straight free throws in the last 7.7 seconds as George Mason held off Richmond 79-75 on Saturday in an upset that knocked the Spiders out of a tie for second place in the Atlantic 10 Conference.

George Mason (10-13, 4-6) held a 10-point lead with 2:33 remaining. Richmond's Nick Sherod made two free throws with 1:11 left to top his previous career-high of 28 and pull the Spiders within 75-71. After George Mason freshman Goanar Mar was called for a double dribble, Richmond missed a 3-pointer and had a putback blocked but Jacob Gilyard stole it and Sherod got Richmond within 75-73 with an inside basket at 36.6.

George Mason's Justin Kier missed the front end of a 1-and-1 with 25.9 seconds left but Sherod was short on an open 3-pointer from the wing.

Sherod finished with 32 points and 11 rebounds, Grant Golden pitched in 10 points with 10 rebounds and Gilyard scored 11 for Richmond (8-14, 6-4). The Spiders lost ground to Davidson (12-9, 7-3), which won Saturday.

The Spiders were without De'Monte Buckingham, serving a one-game suspension, and George Mason was without second-leading scorer Jaire Grayer (sprained foot).