Exhibit 4.6

 

APPROVAL WITH RESPECT TO

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 

This Approval (this “Approval”) 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 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).  Defined terms used herein but not otherwise defined shall have their respective meanings as set forth in the Purchase Agreement.

 

NOW, THEREFORE, the parties agree as follows:

 

1.             Approval of Additional 1st Tranche Purchaser.  WS Investment Company, LLC (2012A) (the “New Party”) is approved as an Additional 1st Tranche Purchaser pursuant to Section 1.2(b)(i), clause (x) of the Purchase Agreement, all subject to the terms and conditions of the Purchase Agreement.

 

2.             Miscellaneous; Transaction Agreements.  Except as otherwise expressly provided herein, the Purchase Agreement is unaffected hereby and remains in full force and effect in accordance with its 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 Approval as well as the Purchase Agreement, the Investors’ Rights Agreement, the Voting Agreement, the Right of First Refusal and Co-Sale Agreement, that certain Omnibus Approval and Amendment, dated as of February 23, 2012, by and among the Company and the stockholders of the Company tendering signature pages thereto and that certain Omnibus Approval and Amendment, dated as of March 6, 2012, by and among the Company and the stockholders of the Company tendering signature pages thereto.

 

3.             Counterparts; Facsimile.  This Approval 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 Approval 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]

 











 

IN WITNESS WHEREOF, the parties have executed this Approval 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

 

APPROVAL WITH RESPECT TO

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Approval 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

 

APPROVAL WITH RESPECT TO

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Approval 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

 

APPROVAL WITH RESPECT TO

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Approval 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

 

APPROVAL WITH RESPECT TO

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Approval 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

 

APPROVAL WITH RESPECT TO

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Approval 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

 

APPROVAL WITH RESPECT TO

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Approval 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

 

APPROVAL WITH RESPECT TO

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Approval 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

 

APPROVAL WITH RESPECT TO

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Approval 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

 

APPROVAL WITH RESPECT TO

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Approval 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

 

APPROVAL WITH RESPECT TO

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Approval 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

 

APPROVAL WITH RESPECT TO

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Approval 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

 

APPROVAL WITH RESPECT TO

 

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

 

MARCH 6, 2012

 

The undersigned hereby executes and delivers the Approval 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