Exhibit 10.46
QUESTCOR PHARMACEUTICALS, INC.
SERIES B PREFERRED SHAREHOLDER AGREEMENT AND
WAIVER
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”).
The
Company and the undersigned agree to the following:
1. For the
period up to, but not including, March 31, 2006, each of the
holders of the Series B Preferred Stock waives all rights under the
Series B Certificate of Determination arising out of any
Additional Dividend Event pursuant to clause (9) or clause
(10) of the definition of Additional Dividend
Event.
2. Each
holder of Series B Preferred Stock agrees that, with respect
to dividends payable on April 1, 2005, July 1, 2005,
October 1, 2005 and January 1, 2006, it shall accept as
full and complete payment of all such dividend payments the
issuance by the Company to them in a private placement of shares of
the Company’s common stock having an aggregate value equal to
the dividends otherwise payable on those dates. The Company shall
issue such shares to the holders within three business days of the
date hereof. The shares of common stock so issued shall be valued
at fair market value based upon a ten-day weighted average trading
price formula through the date hereof.
3. The
expiration date of the Warrants to purchase common stock held by
the undersigned holders of, and acquired in connection with the
issuance of, the Series B Preferred Stock shall be extended
for one year, until January 15, 2008.
4. Each of
the undersigned shareholders hereby represents and warrants to
the
