Exhibit 4.1


 


NEITHER THIS SECURITY NOR THE SECURITIES AS TO
WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON STOCK PURCHASE WARRANT


 


JAGUAR HEALTH, INC.


 


Warrant Shares: 100,000


Date of Issuance: April 7, 2021 (“Issuance
Date”)


 


This COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, Oasis Capital, LLC, a Puerto Rico limited liability company
(including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations
on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Jaguar Health,
Inc., a Delaware corporation (the “Company”), up to 100,000 shares of Common Stock (as defined below) (the “Warrant
Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the
Exercise Price per share then in effect. This Warrant is issued by the Company as of the Issuance Date in connection with that certain
First Amendment to the Equity Line Purchase Agreement, dated April 7, 2021, by and between the Company and the Holder (the “Agreement”).


 


Capitalized terms used in
this Warrant shall have the meanings set forth in the Agreement unless otherwise defined in the body of this Warrant or in Section
14 below. For purposes of this Warrant, the term “Exercise Price” with respect to the Warrant Shares issued hereunder
shall mean $1.87 per share, subject to adjustment under Section 2 below, and the term “Exercise Period” shall
mean the period commencing on the Issuance Date and ending on the Expiration Date (as defined in Section 3 below).


 


1.             
EXERCISE OF WARRANT.


 


(a)               
Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised
in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit
A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required
to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of
a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the third Trading Day
(the “Warrant Share Delivery Date”) following the date on which the Company shall have received the Exercise Notice,
and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number
of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and
together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available
funds, the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the
Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number
of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents,
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which
this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant
is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater
than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later
than three business days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing
the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number
of Warrant Shares with respect to which this Warrant is exercised.


 






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If the Company fails to cause
its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then
the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of
default under the Note.


 


(b)               
No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance
of a fractional share, the Company shall, in lieu of issuance of any fractional share, make a cash payment therefor based upon the fair
market value of the Warrant Shares as determined by the Company.


 


(c)               
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have
the right to exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting
as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership
Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder
and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such
determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining,
non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the
unexercised or non-converted portion of any other securities of the Company (including without limitation any other Common Stock Equivalents)
subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any
of its Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing to the
Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph applies, the determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which
portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the
Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership
Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.


 






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For purposes of this paragraph,
in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock
as reflected in (A) the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent
public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of
shares of Common Stock outstanding. Upon the request of a Holder, the Company shall within two Trading Days confirm to the Holder the
number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since
the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon exercise of this Warrant. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.
The Company covenants that this Warrant is outstanding, the Company will reserve from its authorized and unissued Common Stock a number
of shares, free from preemptive rights, equal to three times the number of shares that is actually issuable upon full exercise of the
Warrant (based on the Exercise Price in effect at that time).


 


2.              ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. Subject to the provisions of Section
3 hereof, the Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time
to time as set forth in this Section 2 as follows:


 


(a)             Reclassification.
In case of any reclassification or change of the Common Stock (other than a change in par value, or as a result of a subdivision or combination
or dividend or as otherwise as adjusted under this Section 2), the Company shall execute a new Warrant, providing that the holder
of this Warrant shall have the right to exercise such new Warrant, and procure upon such exercise and payment of the same aggregate Exercise
Price, in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock,
other securities, money and property receivable upon such reclassification or change by a holder of an equivalent number of shares of
Common Stock. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 2. Except for a Liquidation Event (as defined in Section 3), the provisions of this subsection
(a) shall similarly apply to successive reclassifications and changes.


 


(b)           Stock
Splits and Combinations. If the Company, at any time while this Warrant is outstanding (i) pays a stock dividend on its Common Stock
or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides its outstanding
shares of Common Stock into a larger number of shares, or (iii) combines its outstanding shares of Common Stock into a smaller number
of shares, then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately before such event and the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant
to clause (ii) or (iii) of this Section 2(b) shall become effective immediately after the effective date of such subdivision or
combination.


 


(c)            Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock (i)
evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph), (iii)
rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “Distributed Property”),
then, upon any exercise of this Warrant that occurs after the record date fixed for determination of stockholders entitled to receive
such distribution, the Holder shall be entitled to receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if
applicable), the Distributed Property that such Holder would have been entitled to receive in respect of such number of Warrant Shares
had the Holder been the record holder of such Warrant Shares immediately prior to such record date.


 






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(d)           Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 2, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment
the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment.


 


3.             
EXPIRATION OF WARRANT. This Warrant shall expire and shall no longer be exercisable prior
to the first to occur of the following (the “Expiration Date”):


 


(a)               
after 5:30 p.m., Pacific time, on April 7, 2026;


 


(b)               
the closing of (i) a merger, reorganization, tender offer or similar transaction involving the Company or its securities with or
into another entity in which the holders of voting securities of the Company immediately prior to such transaction will hold less than
50% of the voting securities of the surviving entity immediately following such transaction as a result of shares held prior to such transaction
or (ii) a sale or license of all or substantially all of the assets of the Company (each, a “Fundamental Transaction”),
provided that, such termination shall be effected by delivery of written notice to the Holder regarding such termination, and such written
notice shall include an option for the Holder to choose, in its sole discretion, to exercise this Warrant in lieu of termination at that
time; and


 


(c)               
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (each, a “Liquidation Event”),
provided that, such termination shall be effected by delivery of written notice to the Holder regarding such termination, and such written
notice shall include an option for the Holder to choose, in its sole discretion, to exercise this Warrant in lieu of termination at that
time.


 


4.             
NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of
its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement,
dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may
be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase
the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii)
shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding,
have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock issuable under the Warrant to
provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).


 


5.             
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein,
this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In
addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by
creditors of the Company.


 






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6.             
REISSUANCE.


 


(a)               
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms
as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b)               
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant
which is the same as the Issuance Date.


 


7.             
TRANSFER.


 


(a)               
Notice of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring
any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving
such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be effected
without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify
the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the
previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided, however,
that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer
thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in
violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee
or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations,
warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition
of the Warrant or Warrant Shares.


 


(b)               
If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to
this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will
limit its activities in respect to such transfer or disposition as are permitted by law.


 


(c)               
Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant
under the Agreement.


 


8.             
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise
provided herein, such notice shall be given in accordance with the notice provisions contained in the Agreement. The Company shall provide
the Holder with prompt written notice at least 7 days prior to the date on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock
or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property,
pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction of
Liquidation Event, provided in each case that such information shall be made known to the public prior to or in conjunction with such
notice being provided to the Holder.


 






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9.             
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally
or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.


 


10.           
Governing Law. This Warrant shall be governed by and interpreted in accordance with the
laws of the State of New York without regard to the principles of conflicts of law (whether of the State of New York or any other jurisdiction).



 


11.           
Arbitration. Any disputes, claims, or controversies arising out of or relating to this
Warrant, or the transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including
the determination of the scope or applicability of this Warrant to arbitrate, shall be referred to and resolved solely and exclusively
by binding arbitration to be conducted before the Judicial Arbitration and Mediation Service (“JAMS” ), or its successor
pursuant the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”
), including Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of
three (3) arbitrators each of whom will be selected in accordance “strike and rank” methodology set forth in Rule 15. Either
party to this Warrant may, without waiving any remedy under this Warrant, seek from any court having jurisdiction any interim or provisional
relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal. The costs
and expenses of such arbitration shall be allocated as determined by the arbitrators, and the arbitrators are authorized to award attorneys’
fees to the prevailing party, including pre- and post-award interest. The arbitrators’ decision must set forth a reasoned basis
for any award of damages or finding of liability. The arbitrators’ decision and award will be made and delivered as soon as reasonably
possible and in any case within sixty (60) days’ following the conclusion of the arbitration hearing and shall be final and binding
on the parties and may be entered by any court having jurisdiction thereof.


 


12.           
JURY TRIAL WAIVER. THE COMPANY AND THE HOLDER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION
WITH THIS WARRANT.


 


13.          
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement
to all of the terms and conditions contained herein.


 


14.           
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the
following meanings:


 


(a)               
“Common Stock” means the Company’s voting common stock, par value $0.0001 per share, and any other class
of securities into which such securities may hereafter be reclassified or changed.


 


(b)               
“Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire
at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(c)               
 “Principal Market” means the primary national securities exchange or marketplace on which the Common Stock
is then traded.


 


(d)               
 “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market,
(ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs
on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any business day.


 


* * * * * * *


 






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IN WITNESS WHEREOF, the Company
and the Holder have caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


	 	JAGUAR HEALTH, INC.
	 	 	 
	 	By:	/s/ Lisa A. Conte
	 	Name:  Lisa A. Conte
	 	Title:  President and Chief Executive Officer
	 	 	 
	 	 	 
	 	Oasis Capital, LLC
	 	 
	 	Agreed & Accepted:
	 	 	 
	 	By:	/s/ Adam Long
	 	Name:  Adam Long
	 	Title:  Managing Director



 






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EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed by the registered holder to exercise
this Common Stock Purchase Warrant)


 


THE UNDERSIGNED holder hereby
exercises the right to purchase __________________ of the shares of Common Stock (“Warrant Shares”) of Jaguar Health, Inc., a Delaware
corporation (the “Company”), evidenced by the attached Common Stock Purchase Warrant (the “Warrant”). Capitalized
terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


	1.	Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as
a cash exercise with respect to ____________ Warrant Shares; or



 


	2.	Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable
Aggregate Exercise Price in the sum of $________________________ to the Company in accordance with the terms of the Warrant.



 


	3.	Delivery of Warrant Shares. The Company shall deliver to the holder ______________ Warrant Shares
in accordance with the terms of the Warrant.



 


	Date:  	 	 	 	 
	 	 	 
	 	 
	 	(Print Name of Registered Holder)
	 	 	 
	 	By: 	 
	 	Name:	      
	 	Title: 	 



 






     


     


    

 


EXHIBIT B


 


ASSIGNMENT OF WARRANT


 


(To be signed only upon authorized transfer of
the Warrant)


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns, and transfers unto______________________ the right to purchase __________shares of voting common stock of Jaguar Health,
Inc., to which the within Common Stock Purchase Warrant relates and appoints _________________________, as attorney-in-fact, to transfer said right
on the books of Jaguar Health, Inc. with full power of substitution and re-substitution in the premises. By accepting such transfer,
the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.


 


	Dated: 	 	 	 
	 	 
	 	(Signature) *
	 	 
	 	 
	 	(Name)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Social Security or Tax Identification No.)



 


* The signature on this Assignment of Warrant
must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement
or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s)
and title(s) with such entity.