2014 STOCK PLAN
EXERCISE NOTICE AND AGREEMENT
ATTN: President & CEO
1. Exercise of Option. Effective as of today, , 20 , the undersigned (Optionee) hereby elects to exercise Optionees Option to purchase shares of Common Stock (the Option Shares) of AveXis, Inc., a Delaware corporation formerly known as BioLife Cell Bank, Inc. (the Company) under and pursuant to the 2014 Stock Plan (the Plan) and that certain Stock Incentive Award Agreement dated as of , 20 between the Company and the Optionee (the Award Agreement). All capitalized terms in this Exercise Notice and Agreement (this Exercise Notice) shall have the meaning assigned to them in the Award Agreement.
2. Delivery of Payment. Optionee herewith delivers to the Company the full purchase price of the Option Shares, as set forth in the Award Agreement.
Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions.
4. Rights as a Stockholder. Until the issuance of the Option Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, if any), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Option Shares shall be issued to the Optionee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in the Plan.
5. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionees purchase or disposition of the Option Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Option Shares and that Optionee is not relying on the Company for any tax advice.
6. Investment Representations. In connection with the purchase of the Option Shares, the undersigned Optionee represents to the Company the following:
(a) Optionee is aware of the Companys business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Option Shares. Optionee is acquiring the Option Shares for investment for Optionees own account only and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the Securities Act).