FOURTH 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 Fourth Amended and Restated Certificate of Incorporation (this Fourth Amended and Restated Certificate of Incorporation), which amends and restates the Corporations Third 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 forty million seventy-five thousand five hundred and fifteen (40,075,515) shares, consisting of (a) thirty million (30,000,000) shares of Common Stock, $0.0001 par value per share (Common Stock), (b) three million two hundred seventy-eight thousand nine hundred and thirty-eight (3,278,938) shares of Class B-1 Common Stock, $0.0001 par value per share (Class B-1 Common Stock), (c) three hundred twenty-six thousand five hundred and fifty-seven (326,557) 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) two million three hundred and sixty-five thousand twenty (2,365,020) shares of Class C Common Stock, $0.0001 par value per share (Class C Common Stock), (e) three million one hundred and five thousand (3,105,000) 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 Board of Directors of the Corporation may issue Preferred Stock from time to time in one or more series. The Board of Directors of the Corporation is hereby authorized to adopt a resolution or resolutions from time to time, within the limitations and restrictions stated in this Certificate of