Exhibit
10.23A


 


SENESTECH,
INC.

2018 EQUITY INCENTIVE PLAN


 


STOCK
OPTION GRANT NOTICE


 


Senestech,
Inc. (the “Company”), pursuant
to its 2018 Equity Incentive Plan (the “Plan”), hereby grants to you (“Optionholder”)
an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the
terms and conditions as set forth in this Stock Option Grant Notice (this “Notice”) and in the Option Agreement,
the Plan and the Notice of Exercise, which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly
defined in this Notice or in the Option Agreement but defined in the Plan have the same definitions as in the Plan. If there is any conflict
between the terms in this Notice and the Plan, the terms of the Plan will control.


 


	Optionholder:	 
	Date
    of Grant:	 
	Number
    of Shares Subject to Option:	 
	Vesting
    Commencement Date:	 
	Exercise
    Price (Per Share):	 
	Total
    Exercise Price:	 
	Expiration
    Date:	The
    earlier of ____ 01, 202_ or 3 years post termination of continuous service


 


	Type
    of Grant:	☐	Incentive
    Stock Option1	☒	Nonstatutory
    Stock Option
	 	 	 	 	 
	Exercise
    Schedule:	Same
    as Vesting Schedule	 	 


 


	Vesting
    Schedule:	25% of which options will vest on the first day of each calendar quarter following the date of grant, so that 100% of the options will be fully vested on the earlier of the first anniversary of the grant date or the first annual meeting of stockholders of the Company after the grant date.  
	 	 	 
	Payment:	By one or a combination of the following items (described in the Option Agreement):
	 	 	 
	 	☒	By
    cash, check, bank draft or money order payable to the Company
	 	☐	Pursuant
to a Regulation T Program if the shares are publicly traded
	 	☐	By
delivery of already-owned shares if the shares are publicly traded, subject to Committee consent prior to the time of exercise
	 	☐	If
and only to the extent this option is a Nonstatutory Stock Option, and subject to Committee consent prior to the time of exercise, by
a “net exercise” arrangement


 





 






	1	If
                                            this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options you
                                            hold) cannot be first exercisable for more than $100,000 in value (measured by the exercise
                                            price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.



 






    


     


    

 


Additional
Terms/Acknowledgements: You acknowledge receipt of, and understand and agree to, this Notice, the Option Agreement and the Plan.
You acknowledge and agree that this Notice and the Option Agreement may not be modified, amended or revised except as provided in the
Plan. You further acknowledge that as of the Date of Grant, this Notice, the Option Agreement and the Plan set forth the entire understanding
between you and the Company regarding this option and supersede all prior oral and written agreements, promises and/or representations
on that subject with the exception of any provisions applicable to this option in the agreements set forth below. By accepting this option,
you consent to receive documents related to current or future participation in the Plan by electronic delivery and to participate in
the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.


 


	Other
  Agreements:	Per Board action on _______, 202_.






 


	Senestech,
    Inc.	 	Optionholder:
	 	 	 	 	 
	By:	 	 	By:	                      
	Signature	 	Signature
	 	 	 	 	 
	Title:	Thomas Chesterman,
    CFO	 	Date:	
	Date:	 	 	 	 





 


Attachments:
Option Agreement, 2018 Equity Incentive Plan and Notice of Exercise


 




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ATTACHMENT
I


 


SENESTECH,
INC.


2018
EQUITY INCENTIVE PLAN


 


OPTION
AGREEMENT


(INCENTIVE
STOCK OPTION OR NONSTATUTORY STOCK OPTION)


 


Pursuant
to your Stock Option Grant Notice (the “Grant Notice”) and this Option Agreement (together with the Grant Notice,
this “Agreement”), Senestech, Inc. (the “Company”)
has granted you an option under its 2018 Equity Incentive Plan (the “Plan”) to purchase the number of shares
of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is
granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). Capitalized
terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan have the same definitions as in
the Plan.


 


The
details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows:


 


1.
Vesting. Your option will vest and become
exercisable as provided in the Grant Notice. Upon the termination of your Continuous Service, vesting will cease and the unvested portion
of your option will terminate.


 


2.
Number of Shares and Exercise Price.
The number of shares of Common Stock subject to your option and your exercise price per share in your Grant Notice will be adjusted for
Capitalization Adjustments.


 


3.
Exercise Restriction for Non-Exempt Employees.
If you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt
Employee”), and except as otherwise provided in the Plan, you may not exercise your option until you have completed at
least six (6) months of Continuous Service measured from the Date of Grant, even if you have already been an Employee for more than six
(6) months. Consistent with the provisions of the Worker Economic Opportunity Act, you may exercise your option as to any vested portion
prior to such six (6) month anniversary in the case of (i) your death or disability, (ii) a Corporate Transaction in which your option
is not assumed, continued or substituted, (iii) a Change in Control or (iv) your termination of Continuous Service on your “retirement”
(as defined in the Company’s benefit plans).


 


4.
Method of Payment. You must pay the full
amount of the exercise price for the shares you wish to exercise. You may pay the exercise price in cash or by check, bank draft or money
order payable to the Company or in any other manner permitted by your Grant Notice, which may include one or more of the following:


 


(a)
Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check)
by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds
of shares under your option. This manner of payment is also known as a “broker-assisted exercise,” “same day sale,”
or “sell to cover”.


 


(b)
Provided that at the time of exercise the Common Stock is publicly traded, and subject to Committee consent prior to the time of
exercise, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned
free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise.
“Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, will include delivery
to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. You may not exercise
your option by delivery to the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting
the redemption of the Company’s stock.


 






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(c)
If this option is a Nonstatutory Stock Option, subject to Committee consent prior to the time of exercise, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise of your option by the
largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. You must pay any remaining
balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted form of payment. Shares
of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter if those shares (i) are used to
pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise, or (iii) are
withheld to satisfy your tax withholding obligations.


 


5.
Whole Shares. You may exercise your option
only for whole shares of Common Stock.


 


6.
Securities Law Compliance. In no event
may you exercise your option unless the shares of Common Stock issuable upon exercise are then registered under the Securities Act or,
if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration
requirements of the Securities Act. The exercise of your option also must comply with all other applicable laws and regulations governing
your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with
such laws and regulations.


 


7.
Term. You may not exercise your option
before the Date of Grant or after the expiration of the option’s term. The term of your option expires, subject to the provisions
of Section 5(h) of the Plan, upon the earliest of the following:


 


(a)
immediately upon the termination of your Continuous Service for Cause;


 


(b)
three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability or your death
(except as otherwise provided in Section 7(d) below); provided, however, that if during any part of such three (3) month period
your option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law Compliance,”
your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three
(3) months after the termination of your Continuous Service; provided further, that if (i) you are a Non-Exempt Employee, (ii)
your Continuous Service terminates within six (6) months after the Date of Grant, and (iii) you have vested in a portion of your option
at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (A) the date
that is seven (7) months after the Date of Grant, and (B) the date that is three (3) months after the termination of your Continuous
Service, and (y) the Expiration Date;


 


(c)
twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section
7(d)) below;


 


(d)
eighteen (18) months after your death if you die either during your Continuous Service or within the applicable time period remaining
for exercise of your option after your Continuous Service terminates for any reason other than Cause or death; or


 


(e)
the Expiration Date indicated in your Grant Notice.


 






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If
your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option,
the Code requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the date of your option’s
exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or your permanent and total disability,
as defined in Section 22(e)(3) of the Code. The Company has provided for extended exercisability of your option under certain circumstances
for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide
services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your
option more than three (3) months after the date your employment with the Company or an Affiliate terminates, to the extent so permitted.


 


8.
Exercise.


 


(a)
You may exercise the vested portion of your option during its term by (i) delivering a Notice of Exercise (in a form designated by
the Company) or completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise
price and any applicable withholding taxes to the Company’s Secretary, stock plan administrator, or such other person as the Company
may designate, together with such additional documents as the Company may then require.


 


(b)
By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into
an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of
(i) the exercise of your option or (ii) the disposition of shares of Common Stock acquired upon such exercise.


 


(c)
If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that
occurs within two (2) years after the Date of Grant or within one (1) year after such shares of Common Stock are transferred upon exercise
of your option.


 


9.
Transferability. Except as otherwise
provided in this Section 9, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable
during your life only by you.


 


(a)
Certain Trusts. Upon receiving written permission from the Committee or its duly authorized designee, you may transfer your option
to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law)
while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company.


 


(b)
Domestic Relations Orders. Upon receiving written permission from the Committee or its duly authorized designee, and provided that
you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant
to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted
by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged
to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital
settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.
If this option is an Incentive Stock Option, this option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.


 


(c)
Beneficiary Designation. Upon receiving written permission from the Committee or its duly authorized designee, you may, by delivering
written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises,
designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other
consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will
be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such
exercise.


 






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10.
Option not a Service Contract. Your option
is not an employment or service contract, and nothing in your option will be deemed to create in any way whatsoever any obligation on
your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In
addition, nothing in your option will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers
or employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.


 


11.
Withholding Obligations.


 


(a)
At the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means
of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the
extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the
Company or an Affiliate, if any, which arise in connection with the exercise of your option.


 


(b)
If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Committee, and compliance with
any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable
to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company
as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be
necessary to avoid classification of your option as a liability for financial accounting purposes). Any adverse consequences to you arising
in connection with such share withholding procedure will be your sole responsibility.


 


(c)
You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly,
you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to
issue such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such
obligations are satisfied.


 


12.
Tax Consequences. You hereby agree that the Company does not have a duty to design
or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim
against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or
your other compensation. In particular, you acknowledge that this option is intended to be exempt from Section 409A of the Code and will
be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section
409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this
Agreement comply with Section 409A of the Code and in no event will the Company be liable for all or any portion of any taxes, penalties,
interest or other expenses that may be incurred by you on account of non-compliance with Section 409A of the Code.


 


13.
Notices. Any notices provided for in
this Agreement or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or,
in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents
related to participation in the Plan and this option by electronic means.


 






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14.
Governing Plan Document. Your option
is subject to the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is further subject to
all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan.
If there is any conflict between the provisions of your option and those of the Plan, the provisions of the Plan will control.


 


15.
Successors and assigns. The Company may assign any of its rights under this Agreement.
This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions
on transfer set forth herein, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s)
to whom your option may be transferred by will or the laws of descent or distribution.


 


16.
Severability. The invalidity or unenforceability of any provision of the Plan or this
Agreement will not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of
the Plan and this Agreement will be severable and enforceable to the extent permitted by law.


 


17.
Discretionary nature of plan. The Plan is discretionary and may be amended, cancelled
or terminated by the Company at any time, in its discretion. The grant of your option does not create any contractual right or other
right to receive any additional options or other Stock Awards in the future. Future Stock Awards, if any, will be at the sole discretion
of the Company. Any amendment, modification, or termination of the Plan will not constitute a change or impairment of the terms and conditions
of your employment or service with the Company.


 


18.
No Impact on Other Benefits. The value of your option and the shares subject thereto
are not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar
employee benefit.


 


19.
Counterparts. The Grant Notice may be executed in counterparts, each of which will
be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to the Grant
Notice transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means
intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the
paper document bearing an original signature.


 




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ATTACHMENT
II


 


2018
EQUITY INCENTIVE PLAN


 






     


     


    

 


ATTACHMENT
III


 


SENESTECH,
INC.




 


	SenesTech,
    Inc.	 	 
	23460
    N. 19th Ave., Suite 110	 	 
	Phoenix,
    Arizona 85027	Date
    of Exercise:	 


 


This
constitutes notice to Senestech, Inc. (the “Company”)
under my stock option that I elect to purchase the below number of shares of Common Stock of the Company (the “Shares”)
for the price set forth below.


 





	Type of option (check one):	Incentive  ☐	 	Nonstatutory  ☐
	 	 	 	 
	Date of Grant of option:	 	 	 
	 	 	 	 
	Number of Shares as to which option

is exercised:	 	 	 
	 	 	 	 
	Certificates to be issued in name of:	 	 	 
	 	 	 	 
	Per share exercise price:	$	 	 	$	 
	 	 	 	 
	Total exercise price:	$	 	 	$	 
	 	 	 	 
	Cash payment delivered herewith:	$	 	 	$	 


 


The
issuance and transfer of shares of Common Stock hereunder is subject to compliance by the Company and by me with all applicable requirements
of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of
Common Stock may be listed. No shares of Common Stock may be issued or transferred hereunder unless and until any then applicable requirements
of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.


 


By
this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the 2018 Equity Incentive
Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating
to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within
fifteen (15) days after the date of any disposition of any of the Shares issued upon exercise of this option that occurs within two (2) years
after the date of grant of this option or within one (1) year after such Shares are issued upon exercise of this option.


 





	Senestech,
    Inc.	 	Optionholder:
	 	 	 	 	 
	By:	               	 	By:	                    
	Signature	 	Signature
	 	 	 	 	 
	Title: 		 	Date:	
	Date: