THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this Agreement), is made as of the 3rd day of September, 2015, by and among AVEXIS, INC., a Delaware corporation (the Company), the investors listed on Schedule A hereto (the Investors) and each of the stockholders listed on Schedule B hereto (the Key Holders).
WHEREAS, the Company, the Key Holders and certain of the Investors (collectively, the Prior Parties) entered into that certain Second Amended and Restated Investor Rights Agreement dated April 22, 2015 (the Prior Agreement);
WHEREAS, the Prior Parties desire to induce certain of the Investors to purchase shares of Class D Common Stock pursuant to the Class D Common Stock Purchase Agreement dated as of the date hereof by and among the Company and certain of the Investors (the Purchase Agreement) by amending and restating the Prior Agreement in its entirety and providing certain Investors with the right forth herein; and
WHEREAS, the parties hereto desire to amend and restate the Prior Agreement in its entirety as set forth herein.
NOW, THEREFORE, the parties hereby agree as
1. Definitions. For purposes of this Agreement:
1.1 Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, member, officer or director of such Person, or any venture capital or other investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company or investment advisor with, such Person.
1.2 Change of Control means a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company.
1.3 Class B Director means the director of the Company that PBM is entitled to elect pursuant to this Agreement.
1.4 Class C Director means each director of the Company that Deerfield is entitled to elect pursuant to this Agreement.
1.5 Common Stock means shares of the Companys Class A Common Stock, shares of the Companys Class B-1 Common Stock, shares of the Companys Class B-2