Registrant's Certificate Of Incorporation

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CERUS CORPORATION


MITCHELL R. TRUELOCK hereby certifies that:


1. He is Sole Incorporator of Cerus Corporation, a Delaware corporation (the "Corporation"), which filed its original Certificate of Incorporation on July 31, 1996.


2. No officers or directors have been elected.


3. The Amended and Restated Certificate of Incorporation, in the form attached as Exhibit A, has been duly adopted in accordance with the provisions of Sections 241 and 245 of the General Corporation Law of the State of Delaware (the "Delaware Code") by the Sole Incorporator of the Corporation.


4. The Amended and Restated Certificate of Incorporation so adopted reads in its entirety as set forth on Exhibit A attached hereto and is hereby incorporated by reference.


5. Pursuant to Section 241 of the Delaware Code, the Corporation has not received payment for any of its stock.


IN WITNESS WHEREOF, the undersigned has signed this certificate this 16th day of September, 1996, and hereby affirms and acknowledges under penalty of perjury that the filing of this Amended and Restated Certificate of Incorporation is the act and deed of Cerus Delaware Corporation.


CERUS CORPORATION


Mitchell Truelock
---------------------------
Mitchell R. Truelock
Sole Incorporator


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EXHIBIT A


AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CERUS DELAWARE CORPORATION


I.


The name of this Corporation is Cerus Delaware Corporation.


II.


The address of the registered office of the Corporation in the State of Delaware is 15 East North Street, City of Dover, County of Kent, and the name of the registered agent of the Corporation in the State of Delaware at such address is Incorporating Services, Ltd.


III.


The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.


IV.


A. This Corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares which the Corporation is authorized to issue is fifty-five million (55,000,000) shares. Fifty million (50,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($.001). Five million (5,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($.001).


The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate (a "Preferred Stock Designation") pursuant to the Delaware General Corporation Law, to fix or alter from time to time the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions of any wholly unissued series of Preferred Stock, and to establish from time to time the number of shares constituting any such series or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.


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B. Seven Hundred Sixty-One Thousand Seventy-Nine (761,079) of the authorized shares of Preferred Stock are hereby designated "Series A Preferred Stock" (the "Series A Preferred"), Three Hundred Five Thousand Four Hundred Sixty-One (305,461) shares of the authorized shares of Preferred Stock are hereby designated "Series B Preferred Stock" (the "Series B Preferred"), One Million One Hundred Forty-Seven Thousand Four Hundred Forty-Nine (1,147,449) shares of the authorized shares of Preferred Stock are hereby designated "Series C Preferred Stock" (the "Series C Preferred"), Six Hundred Five Thousand (605,000) shares of the authorized shares of Preferred Stock are hereby designated Series D Preferred Stock (the "Series D Preferred") and Three Hundred Eighty Thousand Nine Hundred Fifty-Three (380,953) shares of the authorized shares of Preferred Stock are hereby designated "Series E Preferred Stock" (the "Series E Preferred").


C. The rights, preferences, privileges, restrictions and other matters relating to the Series A Preferred, the Series B Preferred, the Series C Preferred, the Series D Preferred and the Series E Preferred (hereinafter the Series A Preferred, the Series B Preferred, the Series C Preferred, the Series D Preferred and the Series E Preferred shall be referred to collectively as the "Preferred Stock") are as follows:


1. DIVIDEND RIGHTS.


a. Holders of Preferred Stock, in preference to the holders of any Common Stock, shall be entitled to receive, when and if declared by the Board of Directors, but only out of funds that are legally available therefor, cash dividends at the rate of $0.46 per annum on each outstanding share of Series A Preferred, $0.61 per annum on each outstanding share of Series B Preferred, $0.96 per annum on each outstanding share of Series C Preferred, $1.26 per annum on each outstanding share of Series D Preferred and $1.89 per annum on each outstanding share of Series E Preferred. Such dividends shall be non-cumulative, and no right shall accrue to the holders of Preferred Stock by reason of the fact that dividends on such shares are not declared or paid in any prior year.


b. So long as any shares of Preferred Stock shall be outstanding, no dividend, whether in cash or property, shall be paid or declared, nor shall any other distribution be made, on any Common Stock, nor shall any shares of any class of stock of the Company be purchased, redeemed, or otherwise acquired for value by the Company or any subsidiary of the Company, unless a corresponding dividend, distribution or redemption has been or is simultaneously declared or made on the Preferred Stock and all declared but unpaid dividends on the shares of outstanding Preferred Stock shall have been paid or a sum sufficient for the payment thereof shall have been reserved therefor. The provisions of this Section 1(b) shall not, however, apply to (i) a dividend payable solely in stock, (ii) the acquisition of shares of any Common Stock in exchange for shares of any Common Stock, (iii) the repurchase of shares of Common Stock held by employees, officers, directors, consultants or other persons performing services for the Company or any wholly-owned subsidiary that are subject to restrictive stock purchase agreements under which the Corporation has the option to repurchase such shares at cost upon the occurrence of certain events, such as the termination of employment; or (iv) any repurchase of any outstanding securities of the Company that is approved by not less than four members of the Company's


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Board of Directors. The holders of the Preferred Stock expressly waive their rights, if any, as described in California Corporations Code Sections 503 and 506 as they relate to repurchase of shares upon termination of employment.


c. Subject to the foregoing and to any further limitations set forth herein, the Board of Directors may declare, out of any funds legally available therefor, dividends upon the then outstanding shares of any Common Stock; provided, however, that if any cash dividend or other distribution is declared by the Board of Directors to be paid on the Common Stock, then an additional dividend shall be paid at the same time to the holders of the outstanding Preferred Stock at a rate per share (based upon the number of shares of Common Stock into which the outstanding Preferred Stock is convertible) equal to the rate at which cash dividends or other distributions are paid or granted with respect to the Common Stock.


2. VOTING RIGHTS.


a. Except as otherwise provided herein or as required by law, the shares of the Preferred Stock shall be voted equally with the shares of the Common Stock of the Company and not as a separate class, at any annual or special meeting of shareholders of the Company, and may act by written consent in the same manner as the Common Stock, in either case upon the following basis: each holder of shares of the Preferred Stock shall be entitled to such number of votes as shall be equal to the whole number of shares of Common Stock into which such holder's aggregate number of shares of Preferred Stock are convertible (pursuant to Section 5 hereof) immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent.


b. In addition to any other vote or consent required herein or by law, the consent of the holders of at least two-thirds (2/3) of the outstanding Preferred Stock voting together as a separate class, voting in person or by proxy, either in writing without a meeting, or by a vote at any meeting called for the purpose, shall be necessary for effecting or validating the following actions:


(1) Any amendment, alteration, or repeal of any provision of the Amended and Restated Articles of Incorporation or the Bylaws of the Company (including any filing of a Certificate of Determination), that affects adversely the voting powers, preferences, or other special rights or qualifications, limitations, or restrictions of the Preferred Stock;


(2) Any creation of or any increase, whether by reclassification or otherwise, in the authorized amount of any class or series of equity securities of the Company ranking on a parity with or prior to, or convertible or exercisable into a class or series ranking on a parity with or prior to, the Preferred Stock in right of liquidation preference, voting or dividends;


(3) Any agreement to encumber (except in connection with a financing in the ordinary course of business for other than equity financing purposes), sell,


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lease or otherwise dispose of all or substantially all of the assets, property or business of the Company, or to merge or consolidate the Company with any person, or permit any other person to merge into it, or any other reorganization, transaction or series of transactions pursuant to which the holders of the Company's outstanding voting securities immediately preceding such merger, consolidation or other transaction or series of transactions fail to hold equity securities representing a majority of the voting power of the surviving entity immediately following such consolidation, merger or other transaction or series of transactions;


(4) Any voluntary liquidation or dissolution of the Company (as defined in Section 3(c) hereof); and


(5) Any redemption of, or payment of dividends with respect to, Common Stock, other than a repurchase of Common Stock pursuant to the exercise of any contractual or other legal rights of first refusal upon termination of employment or a consulting arrangement or repurchase in settlement of shareholder disputes; provided that this subparagraph (v) shall not apply to any redemption of Preferred Stock pursuant to Section 4 hereof, or any repurchase of any outstanding securities of the Company that is approved by not less than four members of the Company's Board of Directors.


3. LIQUIDATION RIGHTS.


a. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment of the assets of the Company shall be made to the holders of any Common Stock, the holders of Preferred Stock shall be entitled to be paid out of the assets of the Company an amount equal to the sum of (i) $3.85 plus all declared but unpaid dividends on such shares to the date of such payment for each share of Series A Preferred outstanding, (ii) $5.075 plus all declared but unpaid dividends on such shares to the date of such payment for each share of Series B Preferred outstanding, (iii) $8.00 plus all declared but unpaid dividends on such shares to the date of such payment for each share of Series C Preferred outstanding, (iv) $10.50 plus all declared but unpaid dividends on such shares to the date of such payment for each share of Series D Preferred outstanding, and (v) $15.75 plus all declared but unpaid dividends on such shares to the date of such payment for each share of Series E Preferred outstanding, respectively. If, upon any liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment in full under this Section 3(a) to all holders of Preferred Stock, then such assets shall be distributed among the holders of Preferred Stock at the time outstanding, ratably in proportion to the full stated amounts to which they would otherwise be respectively entitled under this Section 3(a).


b. After the payment of the full liquidation preference of the Preferred Stock as set forth in Section 3(a) above, the holders of the Common Stock and the holders of the Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred shall receive the remaining assets on a pro rata basis (as if the shares of Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred had been converted to shares of Common Stock as of the liquidation, dissolution or winding up of the Company);


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provided, however, that the aggregate distributions made to the holders of Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred pursuant to Section 3(a) and this Section 3(b) shall not exceed $15.40 per share of Series A Preferred, $20.30 per share for each share of Series B Preferred, $32.00 per share for each share of Series C Preferred, and $31.50 per share for each share of Series D Preferred, respectively. Holders of series of Preferred Stock created after the creation of the Series D Preferred will be entitled to the full liquidation preference set forth in Section 3(a) above or to convert their shares as provided in Section 5 below. Upon conversion of shares as provided in Section 5, the holders of the Common Stock arising from such converted shares will be entitled to receive such remaining assets on a pro rata basis without being subject to the limitations set forth above in this Section 3(b).


c. The following events shall be considered a liquidation, dissolution or winding up under this Section 3:


(1) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization or other transaction or series of transactions pursuant to which the holders of the outstanding voting securities of the Company immediately prior to such consolidation, merger, reorganization or other transaction or series of transactions fail to hold equity securities representing a majority of the voting power of the surviving entity immediately following such consolidation, merger or reorganization or any transaction or series of related transactions; or


(2) a sale, lease or other disposition of all or substantially all of the assets of the Company.


d. Any securities to be delivered to the holders of the Preferred Stock or Common Stock pursuant to a transaction treated as a liquidation shall be valued as follows:


(1) Securities not subject to investment letter or other similar restrictions on free marketability:


(i) If traded on a national securities exchange or the National Market System of the National Association of Securities Dealers, Inc. (the "NMS"), the value shall be deemed to be the average of the security's closing prices on such exchange or the NMS over the thirty (30) day period ending three (3) days prior to the closing;


(ii) If traded over-the-counter (but not on the NMS), the value shall be deemed to be the average of the mean of the closing bid and ask prices over the thirty (30) day period ending three (3) days prior to the closing; or


(iii) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders


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of not less than fifty percent (50%) of the outstanding Preferred Stock, voting together as a single class.


(2) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in Sections 3(e)(i)(1), (2) or (3) to reflect the approximate fair market value thereof, as mutually determined by the Corporation and the holders of not less than fifty percent (50%) of the outstanding Preferred Stock, voting together as a single class.


4. REDEMPTION.


The Company shall not have any right to require redemption of the Preferred Stock, nor shall any holder of Preferred Stock be entitled to require redemption of Preferred Stock.


5. CONVERSION RIGHTS.


The holders of the Preferred Stock shall have the following rights with respect to the conversion of the Preferred Stock into shares of Common Stock:


a. OPTIONAL CONVERSION. Subject to and in compliance with the provisions of this Section 5, any shares of the Preferred Stock may, at the option of the holder, be converted at any time into fully-paid and nonassessable shares of Common Stock. The number of shares of Common Stock to which a holder of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, or Series E Preferred shall be entitled upon conversion shall be the product obtained by multiplying, as the case may be, the "Series A Conversion Rate," the "Series B Conversion Rate," the "Series C Conversion Rate," the "Series D Conversion Rate," or the "Series E Conversion Rate" then in effect (determined as provided in Section 5(b)) by the number of shares of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, or Series E Preferred being converted.


b. SERIES A, SERIES B, SERIES C, SERIES D AND SERIES E CONVERSION RATES. The conversion rate in effect at any time for conversion of the Series A Preferred (the "Series A Conversion Rate") shall be the quotient obtained by dividing $3.85 by the "Series A Conversion Price," calculated as provided in Section 5(c), the conversion rate in effect at any time for conversion of the Series B Preferred (the "Ser ...