March 8, 2005 Steve Cartt 3260 Whipple Road Union City, CA 94587 RE: Change-in- Control Dear Steve:Letter Agreement • August 18th, 2005 • Questcor Pharmaceuticals Inc • Pharmaceutical preparations • California
This letter agreement (this “Agreement”) is entered into pursuant to that certain offer letter (the “Offer Letter”) dated March 7, 2005, between you and Questcor Pharmaceuticals, Inc., a California corporation (“Questcor”). Questcor considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In connection with this, Questcor’s Board of Directors (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a change in control of Questcor may exist and that the uncertainty and questions that it may raise among management could result in the departure or distraction of management personnel to the detriment of Questcor and its stockholders.
September 30, 2004 Reinhard Koenig, M.D., Ph.D. 3260 Whipple Road Union City, CA 94587 Dear Reinhard:Questcor Pharmaceuticals Inc • August 18th, 2005 • Pharmaceutical preparations
This letter amends the terms of the March 23, 2004 letter agreement between Questcor Pharmaceuticals, Inc. (“Questcor”) and you and provides you with certain benefits in the event of a “Change in Control” (as defined below), subject to the terms and conditions set forth herein.
QUESTCOR PHARMACEUTICALS, INC. SERIES B PREFERRED SHAREHOLDER AGREEMENT AND WAIVERPreferred Shareholder Agreement and Waiver • August 18th, 2005 • Questcor Pharmaceuticals Inc • Pharmaceutical preparations
This Series B Preferred Shareholder Agreement and Waiver (this “Agreement”) is executed as of March 29, 2005 by Questcor Pharmaceuticals, Inc., a California corporation (the “Company”), and the undersigned shareholders of the Company, being all of the holders of the outstanding shares of Series B Preferred Stock of the Company. Capitalized terms used and not defined herein shall have the meanings set forth in that certain Certificate of Determination of Series B Convertible Preferred Stock of the Company (the “Series B Certificate of Determination”).
