THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
AveXis, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the DGCL), as amended (the Corporation), does hereby certify that:
1. The name of the Corporation is AveXis, Inc., and the Corporations initial Certificate of Incorporation was filed with the Secretary of State of Delaware on January 10, 2012.
2. This Third Amended and Restated Certificate of Incorporation (this Third Amended and Restated Certificate of Incorporation), which amends and restates the Corporations Second Amended and Restated Certificate of Incorporation (the Prior Certificate) in its entirety, was duly adopted in accordance with the provisions of Section 242 and 245 of the DGCL, and was approved by written consent of the stockholders of the Corporation pursuant to Section 228(d) of the DGCL.
of the Prior Certificate is hereby amended and restated to read in its entirety as follows:
FIRST: The name of the corporation is: AveXis, Inc.
SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
A. CLASSES OF STOCK. The total number of shares of capital stock which the Corporation shall have authority to issue is twenty-three million five hundred seventy-six thousand four hundred and sixty-two (23,576,462) shares, consisting of (a) sixteen million (16,000,000) shares of Class A Common Stock, $0.0001 par value per share (Class A Common Stock), (b) two million three hundred seventy-six thousand and forty-two (2,376,042) shares of Class B-1 Common Stock, $0.0001 par value per share (Class B-1 Common Stock), (c) two hundred thirty-six thousand six hundred and thirty-six (236,636) shares of Class B-2 Common Stock, $0.0001 par value per share (Class B-2 Common Stock and, collectively with the Class B-1 Common Stock, the Class B Common Stock), (d) one million seven hundred and thirteen thousand seven hundred and eighty-four (1,713,784) shares of Class C Common Stock, $0.0001 par value per share (Class C Common Stock), (e) two million two hundred fifty thousand (2,250,000) shares of Class D Common Stock, $0.0001 par value per share (Class D Common Stock), and (f) one million (1,000,000) shares of preferred stock, $0.0001 par value per share (Preferred Stock). The Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock shall be collectively referred to herein as, the Common Stock.