AGREEMENT AND PLAN OF MERGER AMONG MEDIVATION, INC. ORION ACQUISITION CORP. II AND MEDIVATION ACQUISITION CORP. DATED AS OF DECEMBER 17, 2004Agreement and Plan of Merger • December 20th, 2004 • Orion Acquisition Corp Ii • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of December 17, 2004, by and among Medivation, Inc., a Delaware corporation (the “Target”), Orion Acquisition Corp. II, a Delaware corporation (“Orion”), and Medivation Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Orion (the “Merger Sub”). Certain capitalized terms used in this Agreement are defined in ARTICLE XI of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration 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” listed in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).
PURCHASE AGREEMENTPurchase 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”).
