Exhibit 4.1
SECOND AMENDMENT TO
RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this“Amendment”), dated as of March 1, 2019, is between Cerus Corporation, a Delaware corporation (the “Company”), and Equiniti Trust Company (the “Rights Agent”), the successor to Wells Fargo Bank, N.A.
RECITALS
A. The Company entered into a Rights Agreement, dated as of November 3, 1999, with Norwest Bank Minnesota, N.A., the predecessor to Wells Fargo Bank, N.A., which was subsequently amended as of August 6, 2001 and October 28, 2009 (as so amended, the “Rights Agreement”). Capitalized terms used in this Amendment and not otherwise defined have the meanings given to them in the Rights Agreement
B. Section 27 of the Rights Agreement provides that the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of the Rights, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent.
C. The Company has determined to amend the Final Expiration Date so that the Rights terminate and expire on the date hereof,
D. Pursuant to Section 27 of the Rights Agreement, the Company has directed that the Rights Agent amend the Rights Agreement as set forth herein.
E. The Company and the Rights Agent now wish to amend the Rights Agreement as set forth herein.
AGREEMENT
In consideration of the premises and the mutual agreements herein set forth, the Rights Agreement is hereby amended as follows:
1. Amendment. Section 7(a) of the Rights Agreement is hereby amended and restated to read in its entirety as follows:
(a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each oneone-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on March 1, 2019 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
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