F. The parties hereto desire to further amend Section 5.5(a) of the Investor Rights Agreement to increase the size of the Companys Board of Directors to nine (9) members.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agree as follows:
1. Definitions. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to them in the Investor Rights Agreement.
a. The term Investor is hereby amended to include all of the Co-Investors and each of White Rock and NRM; provided, however, that each of White Rock and NRM shall not be subject to Sections 5.4 and 5.5 of the Investor Rights Agreement.
b. The term PBM Co-Investors is hereby amended to include all of the Co-Investors.
c. All AveXis Securities held or acquired by PBM and the Co-Investors shall be aggregated together for the purpose of determining the availability of any rights under the Investor Rights Agreement, including but not limited to Sections 5.6 and 5.7, and PBM and the Co-Investors may apportion such rights as among themselves in any manner they deem appropriate.
d. Section 5.5(a) of the Investor Rights Agreement is hereby deleted in its entirety and replaced with the following:
Number of Directors. Each Investor and Key Holder agrees to vote, or cause to be voted all shares owned by such Investor or Key Holder, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at nine (9) directors or such other number of directors as is determined by the Board.
e. The second paragraph of Section 3.4 of the Investor Rights Agreement is hereby deleted in its entirety and replaced with the following:
The Company understands and acknowledges that (1) in the regular course of a T. Rowe Price Investors business, such T. Rowe Price Investor may invest in companies that have issued securities that are publicly traded (each, a Public Company), (2) in the regular course of its business, the Janus Fund may invest in Public Companies, (3) in the regular course of its business, RA Capital may invest in Public Companies, (4) in the regular course of its business, Rock Springs Capital Master Fund LP (Rock Springs) may invest in Public Companies, (5) in the regular course of its business, White Rock may invest in Public Companies and (6) in the regular course of its business, NRM may invest in Public Companies. Accordingly, the Company covenants and agrees that before