Exhibit 4.5

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

This Omnibus Approval and Amendment (this “Amendment”) is made as of March  6, 2012, by and among RECEPTOS, INC., a Delaware corporation (the “Company”), the New Party (as defined below), and the stockholders of the Company tendering signature pages hereto with respect to the following:  (i) that certain Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”), made and entered into as of February 3, 2012, by and among the Company and the Purchasers (as defined in the Purchase Agreement); and (ii) that certain Third Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”), made and entered into as of February 3, 2012, by and among the Company and the Investors (as defined in the Investors’ Rights Agreement), as amended by that certain Omnibus Approval and Amendment (the “Prior Omnibus Amendment”), dated as of February 23, 2012, by and among the Company and the stockholders of the Company tendering signature pages thereto.  This Amendment is made with reference to the following:

 

A.                                    Defined terms used herein but not otherwise defined shall have their respective meanings as set forth in the Purchase Agreement.

 

B.                                    The parties desire to (i) approve of an additional party becoming a Purchaser under the Purchase Agreement and (ii) amend the Investors’ Rights Agreement in connection with such approval.

 

C.                                    In order to approve of an additional party becoming a Purchaser (in this case, an Additional 1st Tranche Purchaser) pursuant to the Purchase Agreement, this Amendment must be executed by a Majority-In-Interest (i.e., Purchasers holding at least a majority of the currently outstanding shares of Series B Preferred Stock held by all Purchasers).

 

D.                                    In order to amend the Investors’ Rights Agreement, this Amendment must be executed by (i) the Company and (ii) the “Holders” (as defined in the Investors’ Rights Agreement) of at least sixty percent (60%) of the shares of Series A Preferred Stock and Series B Preferred Stock currently outstanding (taken together as one class).

 

NOW, THEREFORE, the parties agree as follows:

 

1.             Approval of Additional 1st Tranche Purchaser.  Osage University Partners I, L.P. (the “New Party”) is approved as an Additional 1st Tranche Purchaser pursuant to Section 1.2(b)(i), clause (z) of the Purchase Agreement, with the New Party having the following purchase commitments subject to the terms and conditions of, and all as more fully set forth in, the Purchase Agreement:

 











 

	
 
    	
 
    	
1st Tranche
    	
 
    	
2nd Tranche
    	
 
    	
3rd Tranche
    	
 
    	
TOTALS
    	
 
    
	
Shares
    	
 
    	
728,155
    	
 
    	
728,155
    	
 
    	
485,437
    	
 
    	
1,941,747
    	
 
    
	
Aggregate Price
    	
 
    	
$
    	
749,999.65
    	
 
    	
$
    	
749,999.65
    	
 
    	
$
    	
500,000.11
    	
 
    	
$
    	
1,999,999.41
    	
 
    
														


 

2.             Delivery of Financial Statements and Inspection Rights.  Effective upon the New Party fulfilling its 1st Tranche purchase commitment as contemplated by Section 1 of this Amendment above, the Investors’ Rights Agreement is hereby amended as follows:

 

(a)           The following sentence is hereby inserted at the end of Section 3.1:

 

“For purposes of this Section 3.1, Osage University Partners I, L.P. (“Osage”) shall have the same rights as a Major Investor; provided, however; that the foregoing provisions of this sentence shall terminate in the event (i) any shares of Series B Preferred Stock issued by the Company to Osage (regardless of whether such shares have been transferred) are converted into shares of Common Stock pursuant to a Pay-to-Play Conversion (as such term is defined in the Company’s Certificate of Incorporation) or (ii) Osage transfers any shares of Series B Preferred Stock (or any shares of Common Stock into which such shares of Series B Preferred Stock have been converted), except to an affiliated fund or entity.”

 

(b)           The following sentence is hereby inserted at the end of Section 3.2:

 

“For purposes of this Section 3.2, Osage shall have the same rights as a Major Investor; provided, however; that the foregoing provisions of this sentence shall terminate in the event (i) any shares of Series B Preferred Stock issued by the Company to Osage (regardless of whether such shares have been transferred) are converted into shares of Common Stock pursuant to a Pay-to-Play Conversion (as such term is defined in the Company’s Certificate of Incorporation) or (ii) Osage transfers any shares of Series B Preferred Stock (or any shares of Common Stock into which such shares of Series B Preferred Stock have been converted), except to an affiliated fund or entity.”

 

3.             Miscellaneous; Transaction Agreements.  Except as otherwise expressly provided herein, the Purchase Agreement and the Investors’ Rights Agreement are unaffected hereby and remain in full force and effect in accordance with their respective terms.  The New Party acknowledges and agrees that in order to participate in the transactions contemplated by Section 1 above, the New Party shall be required to execute signature pages for, and otherwise become a party to, this Amendment as well as the Purchase Agreement, the Investors’ Rights Agreement, the Voting Agreement, the Right of First Refusal and Co-Sale Agreement and the Prior Omnibus Amendment.

 

2











 

4.             Counterparts; Facsimile.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Amendment may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

[signature pages follow]

 

3











 

IN WITNESS WHEREOF, the parties have executed this Omnibus Approval and Amendment as of the date first written above.

 

	
 
    	
RECEPTOS, INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Faheem Hasnain
    
	
 
    	
Name:
    	
Faheem   Hasnain
    
	
 
    	
Title:
    	
Chief   Executive Officer
    
	
 
    	
 
    
	
 
    	
Address:
    	
10835   Road to the Cure, #205
    
	
 
    	
 
    	
San   Diego, CA 92121
    
				


 











 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

 

	
 
    	
POLARIS VENTURE PARTNERS VI, L.P.
    
	
 
    	
 
    
	
 
    	
By:
    	
POLARIS   VENTURE MANAGEMENT CO. VI, L.L.C.
    
	
 
    	
 
    	
ITS GENERAL PARTNER
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   William E. Bilodeau
    
	
 
    	
 
    	
William   E. Bilodeau
    
	
 
    	
 
    	
Attorney-in-fact
    


 











 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

 

	
 
    	
POLARIS VENTURE PARTNERS FOUNDERS’ FUND VI, L.P.
    
	
 
    	
 
    
	
 
    	
By:   
    	
POLARIS   VENTURE MANAGEMENT CO. VI, L.L.C.
    
	
 
    	
 
    	
ITS GENERAL PARTNER
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   William E. Bilodeau
    
	
 
    	
 
    	
William   E. Bilodeau
    
	
 
    	
 
    	
Attorney-in-fact
    


 









 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

 

	
 
    	
FLAGSHIP VENTURES FUND 2007, L.P.
    
	
 
    	
 
    
	
 
    	
By   its General Partner
    
	
 
    	
Flagship   Ventures 2007 General Partner LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Noubar Afeyan
    
	
 
    	
 
    	
Manager
    


 











 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

	
 
    	
LILLY   VENTURES FUND I, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   S. Edward Torres
    
	
 
    	
Name:   
    	
S.   Edward Torres
    
	
 
    	
Title:   
    	
Managing   Director
    


 











 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

 

	
 
    	
ARCH   VENTURE FUND VII, L.P.
    
	
 
    	
 
    
	
 
    	
By:   ARCH Venture Partners VII, L.P.,
    
	
 
    	
its   General Partner
    
	
 
    	
 
    
	
 
    	
 
    	
By:   ARCH Venture Partners VII, LLC,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    
	
 
    	
 
    	
By:   
    	
/s/   Clinton Bybee
    
	
 
    	
 
    	
Name:   
    	
Clinton   Bybee
    
	
 
    	
 
    	
Title:   
    	
Managing   Director
    
					


 











 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

 

	
 
    	
ARCH   VENTURE FUND VI, L.P.
    
	
 
    	
 
    
	
 
    	
By:   ARCH Venture Partners VI, L.P.,
    
	
 
    	
its   General Partner
    
	
 
    	
 
    
	
 
    	
 
    	
By:   ARCH Venture Partners VI, LLC,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:   
    	
/s/   Clinton Bybee
    
	
 
    	
 
    	
Name:   
    	
Clinton   Bybee
    
	
 
    	
 
    	
Title:   
    	
Managing   Director
    
					


 











 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

 

	
 
    	
VENROCK   ASSOCIATES V, L.P.
    
	
 
    	
 
    
	
 
    	
By:   
    	
Venrock   Management V, LLC
    
	
 
    	
Its:   
    	
General   Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Bryan Roberts
    
	
 
    	
 
    	
Authorized   Signatory
    


 









 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

	
 
    	
VENROCK   ENTREPRENEURS FUND V, L.P.
    
	
 
    	
 
    
	
 
    	
By:   VEF Management V, LLC
    
	
 
    	
Its:   General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Bryan Roberts
    
	
 
    	
 
    	
Authorized   Signatory
    


 











 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

	
 
    	
VENROCK PARTNERS V, L.P.
    
	
 
    	
 
    
	
 
    	
By:   Venrock Partners Management V, LLC
    
	
 
    	
Its:   General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Bryan Roberts
    
	
 
    	
 
    	
Authorized   Signatory
    


 











 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

	
 
    	
William   H. Rastetter and Marisa G. Rastetter
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
 /s/ William H. Rastetter
    
	
 
    	
Name:   William H. Rastetter
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
 /s/ Marisa G. Rastetter
    
	
 
    	
Name:   Marisa G. Rastetter
    


 











 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

	
 
    	
/s/   Faheem Hasnain
    
	
 
    	
Faheem   Hasnain
    


 











 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

	
 
    	
WS   INVESTMENT COMPANY, LLC (2012A)
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   James A. Terraman
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
					


 









 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

	
 
    	
BMV   Direct LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 /s/ Jonathan P. Klassen
    
	
 
    	
Name:   
    	
Jonathan   P. Klassen
    
	
 
    	
Title:   
    	
Vice   President
    


 











 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 9, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

	
 
    	
WASHINGTON   RESEARCH FOUNDATION
    
	
 
    	
 
    
	
 
    	
By:
    	
 /s/ Jeff Eby
    
	
 
    	
Name:   
    	
Jeff   Eby
    
	
 
    	
Title:   
    	
CFO
    


 

	
 
    	
Address:   
    	
2815   Eastlake Ave E #300
    
	
 
    	
 
    	
Seattle,   WA 98102
    


 











 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

	
 
    	
OSAGE   UNIVERSITY PARTNERS I, L.P.
    
	
 
    	
 
    
	
 
    	
 
    	
BY:
    	
OSAGE   UNIVERSITY GP, LP,
    
	
 
    	
 
    	
ITS   GENERAL PARTNER
    
	
 
    	
 
    
	
 
    	
 
    	
BY:   
    	
OSAGE   PARTNERS, LLC,
    
	
 
    	
 
    	
 
    	
ITS   GENERAL PARTNER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
BY:
    	
/s/ William Harrington
    
	
 
    	
 
    	
NAME:   William Harrington
    
	
 
    	
 
    	
ITS:   Authorized Signer
    
	
 
    	
 
    
	
 
    	
Address:   
    	
c/o   Osage Partners
    
	
 
    	
 
    	
50   Monument Rd, Ste 201
    
	
 
    	
 
    	
Bala   Cynwyd, PA 19004
    
						


 











 

SIGNATURE PAGE TO

 

OMNIBUS APPROVAL AND AMENDMENT WITH RESPECT TO:

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT; AND

 

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

MARCH 28, 2012

 

The undersigned hereby executes and delivers the Omnibus Approval and Amendment  to which this Signature Page is attached, which, together with all counterparts thereto and Signature Pages of the other parties with respect thereto, shall constitute one and the same document in accordance with the terms of such document.

 

	
 
    	
ALTITUDE LIFE SCIENCE VENTURES, L.P.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   David Maki
    
	
 
    	
Name:   
    	
David   Maki
    
	
 
    	
Title:
    	
General   Partner
    
	
 
    	
 
    
	
 
    	
Address:
    	
 701 Fifth Avenue
    
	
 
    	
 
    	
Suite 5400
    
	
 
    	
 
    	
Seattle,   WA 98104