Series B Convertible Preferred Stock
(par value $0.01 per share)
THIS CERTIFIES THAT **[ · ]** is the record holder of **[ · ] ([ · ])** shares of Series B Convertible Preferred Stock, par
value $0.01 per share (the “ Series B Preferred Stock ”), of ORION ACQUISITION CORP. II, a Delaware corporation (the “
Company ”), transferable only on the share register of the Company, in person or by duly authorized attorney, and upon
surrender of this certificate (the “ Certificate ”) properly endorsed or assigned.
This Certificate, and the shares represented by this Certificate (the “ Shares ”), shall be held subject to all of the
provisions of the Restated Certificate of Incorporation and the Bylaws of said Company, in each case together with any
amendments thereto, respectively (together, the “ Charter Documents ”); and by the holder’s acceptance of this Certificate, the
holder of this Certificate assents to all provisions of said Charter Documents. The Shares represented by this Certificate are
subject to the legends affixed to the reverse side of this Certificate.
The Company is authorized to issue shares of two (2) classes of capital stock, par value $0.01 per share, of the Company,
shares of Common Stock and shares of Preferred Stock (the “ Common Stock ” and the “ Preferred Stock ”, respectively, and
together, the “ Authorized Capital Stock ”). A statement of the rights, preferences, privileges and restrictions granted to or
imposed upon the respective classes or series of shares of Authorized Capital Stock and upon the respective holders thereof, as
established by the Charter Documents, may be obtained by any stockholder of the Company upon request at the principal
office of the Company; and the Company shall furnish to any stockholder of the Company, upon request and without charge, a
copy of such statement.
The Shares represented by this Certificate shall be convertible into shares of Common Stock only in accordance with the
applicable provisions of