6,000,000 Shares CERUS CORPORATION COMMON STOCK, PAR VALUE $.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2003 • Cerus Corp • Biological products, (no disgnostic substances) • New York
Cerus Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Morgan Stanley & Co. Incorporated (the “Underwriter”) 6,000,000 shares of its common stock, par value $.001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the Underwriter not more than an additional 900,000 shares of its common stock, par value $.001 per share (the “Additional Shares”) if and to the extent that the Underwriter shall have determined to exercise the right to purchase such shares of common stock granted to the Underwriter in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.” Each share of Common Stock has rights (the “Rights”) attached thereto to purchase Series C junior participating preferred stock
