0001193125-05-001000 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • January 4th, 2005 • Orion Acquisition Corp Ii • Blank checks • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 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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AGREEMENT AND PLAN OF MERGER AMONG MEDIVATION, INC. ORION ACQUISITION CORP. II AND MEDIVATION ACQUISITION CORP. DATED AS OF DECEMBER 17, 2004
Merger Agreement • January 4th, 2005 • 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.

AMENDMENT AGREEMENT
Amendment Agreement • January 4th, 2005 • Orion Acquisition Corp Ii • Blank checks • Delaware

This Amendment Agreement (the “Amendment”), dated as of December , 2004, is made by and between Medivation, Inc., a Delaware corporation (“Medivation”), and Joseph J. Grano, Jr. (“Mr. Grano”).

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