0001193125-04-216666 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • December 20th, 2004 • Orion Acquisition Corp Ii • Blank checks • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 17th day of December, 2004 by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2004 • Orion Acquisition Corp Ii • Blank checks • California

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 17th day of December, 2004 by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”), on the one hand, and David T. Hung, M.D., C. Patrick Machado, Dara Biosciences, Inc. and Selena Pharmaceuticals, Inc. (collectively the “Medivation Stockholders”) and MDB Capital Group LLC, a California limited liability company (the “MDB Holders”, and together with the Medivation Stockholders, the “Holders”) on the other hand.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2004 • Orion Acquisition Corp Ii • Blank checks • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 17th day of December, 2004 by and among Orion Acquisition Corp. II, a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

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