Exhibit 4.6


 





RITTER
PHARMACEUTICALS, INC.


 


AMENDMENT
No. 4 TO AMENDED AND RESTATED

INVESTORS’ RIGHTS
AGREEMENT


 


This
Amendment No. 4 to Amended and Restated Investors’ Rights Agreement (this “Amendment”), dated as of June
9, 2015, is made by and among Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the
signatories hereto.


 


RECITALS


 


A.The
Company and certain of its stockholders are parties to that certain Amended and Restated Investors’ Rights Agreement, dated
as of November 17, 2010 (the “IRA”), as amended by that certain Amendment No. 1 to Amended and Restated Investors’
Rights Agreement, dated as of January 13, 2011 (“Amendment No. 1”), that certain Amendment No. 2 to Amended
and Restated Investors’ Rights Agreement, dated as of February 6, 2012 (“Amendment No. 2”), and that
certain Amendment No. 3 to Amended and Restated Investors’ Rights Agreement, dated as of December 4, 2014 (“Amendment
No. 3;” Amendment No. 1, Amendment No. 2, Amendment No. 3 and the IRA are collectively referred to herein as the “Existing
Agreement”). Defined terms used but not otherwise defined herein or amended hereby shall have the meaning therefor set
forth in the Existing Agreement.


 


B.Pursuant
to Section 6.1 of the Existing Agreement, the Existing Agreement and any term thereof may only be amended, waived, discharged
or terminated by a written instrument referencing the Existing Agreement and signed by the Company and Holders holding a majority
of the Registrable Securities, which amendment, waiver, discharge or termination shall be binding on each Holder and each future
holder of all securities of a Holder.


 


D.The
Company and the undersigned parties to this Amendment, other than the Company, have the requisite votes to amend, waive and terminate
provisions of Existing Agreement set forth below, which amendments, waivers and terminations shall be binding upon the Company,
the undersigned parties and the other parties to the Existing Agreement and each of their respective successors and assigns.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree
as follows:


 


1.Effective
as of immediately prior to, but conditional upon, the consummation of an Initial Public Offering, automatically and without further
action by the Company or any of the parties to the Existing Agreement, Section 5 of the Existing Agreement will terminate in its
entirety and be of no further force of effect.


 


2.The
undersigned parties hereby waive, for themselves and all parties to the Existing Agreement, any and all rights relating to, and
any and all notices, if any, required (or which were required) to be given by Company under, the Existing Agreement to the extent
related to an Initial Public Offering and hereby confirm and agree that no registration rights under the Existing Agreement shall
apply to, or be exercisable in connection with, the Initial Public Offering. The waiver, confirmation and agreement set forth
in the immediately preceding sentence shall be effective for a one (1) year period commencing with the date hereof.


 




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3.Except
as expressly set forth in Section 1 and Section 2 of this Amendment, the Existing Agreement shall continue in full force and effect
in accordance with its terms.


 


4.This
Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of this Amendment by facsimile transmission or electronic mail shall be effective
as delivery of a manually executed counterpart hereof.


 


5.All
corporate action on the part of the Company and its directors, officers, and stockholders necessary for the authorization, execution,
and delivery of this Amendment by the Company has been taken on or prior to the date hereof.


 


6.This
Amendment shall be governed by and construed and enforced in accordance with the laws of the State of California, without reference
to the conflict of laws provisions thereof.


 


[Signature
Pages Follow] 


 




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IN
WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the date set forth in the first paragraph hereof. 


 


	 	COMPANY
	 	 
	 	RITTER
    PHARMACEUTICALS, INC.
	 	 	 
	 	By:	/s/
    Michael D. Step
	 	 	Michael
    D. Step,
	 	 	Chief
    Executive Officer


  




    	 	 	 



    	 	 	 



    


 


IN
WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the date set forth in the first paragraph hereof.


 


	 	“INVESTORS”
	 	 	 
	 	Javelin
    Venture Partners, L.P.
	 	 	 
	 	By:	Javelin
    Venture Partners GP, L.P. 
	 	Its:	General
    Partner
	 	 	 
	 	By:	Javelin
    Venture Partner GP, LLC 
	 	Its:	General
    Partner
	 	 	 
	 	By:	/s/
    Noah Doyle  
	 	 	Noah
    Doyle, Managing Director
	 	 	 
	 	Javelin
    Venture Partners I SPV I, LLC
	 	 	 
	 	By:	 Javelin
    Venture Partners GP, L.P.
	 	Its:	General
    Partner
	 	 	 
	 	By:	Javelin
    Venture Partners GP, LLC
	 	Its:	General
    Partner
	 	 	 
	 	By:	/s/
    Noah Doyle 
	 	Name:	Noah
    Doyle
	 	Title:	Managing
    Director


 




    	 	 	 



    	 	 	 



    


 


IN
WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the date set forth in the first paragraph hereof.


 


	 	“INVESTORS”
	 	 
	 	SJ
    INVESTMENT COMPANY, LLC
	 	 	 
	 	By:	/s/
    Dan Nathanson  
	 	 	Dan
    Nathanson, Managing Director








 






    	 	 	 



    	 	 	 



    




 


IN
WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the date set forth in the first paragraph hereof.


 


	 	“INVESTORS”
	 	 
	 	STONEHENGE
    PARTNERS, LLC
	 	 	 
	 	By:	/s/
    Andrew Ritter