REGISTRATION RIGHTS AGREEMENT
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”).
The parties hereby agree as follows:
1. Certain Definitions .
As used in this Agreement, the following terms shall have the following meanings:
“ Affiliate ” means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is
under common control with, such person.
“ Business Day ” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general
transaction of business.
“ Common Stock ” shall mean the Company’s common stock, par value $0.01 per share, and any securities into which such
shares may hereinafter be reclassified.
“ Investors ” shall mean the Investors identified in the Purchase Agreement and any Affiliate or permitted transferee of
any Investor who is a subsequent holder of any Registrable Securities.
“ Prospectus ” shall mean the prospectus included in any Registration Statement, as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such
Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments
and all material incorporated by reference in such prospectus.
“ Register ,” “ registered ” and “ registration ” refer to a registration made by preparing and filing a Registration Statement
or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such
Registration Statement or document.
“ Registrable Securities ” shall mean the Shares and any other