Exhibit 10.1


 


SENESTECH, INC.


 


October 23,
2020


 


Holder of Common Stock Purchase Warrants


 


Re:Inducement Offer to Exercise Common Stock Purchase
Warrants


 


Dear Holder:


 


SenesTech, Inc. (the “Company”)
is pleased to offer to you the opportunity to exercise all of the warrants to purchase shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), issued to you on March 6, 2020 (the “March 2020 Existing Warrants”)
and on April 24, 2020 (the “April 2020 Existing Warrants,” and collectively with the March 2020 Existing Warrants,
the “Existing Warrants”), as set forth on the signature page hereto and currently held by you (the “Holder”).
The issuance of the shares of Common Stock underlying the Existing Warrants (the “Warrant Shares”) has been
registered (i) with respect to the March 2020 Existing Warrants, for resale pursuant to the registration statement on Form S-1
(File No. 333-237563) and (ii) with respect to the April 2020 Existing Warrants, pursuant to the registration statement on Form
S-1 (File No. 333-236302) (collectively, the “Registration Statements”). The Registration Statements are currently
effective and, upon exercise of the Existing Warrants pursuant to this letter agreement, will be effective for the issuance and
resale of the Warrant Shares. Capitalized terms not otherwise defined herein shall have the meanings set forth in the New Warrants.


 


In consideration for
exercising in full all of the Existing Warrants held by you and set forth on the Holder's signature page hereto (the “Warrant
Exercise”) at a reduced exercise price of $1.725 per Warrant Share, the Company hereby offers to issue you or your designee
a new unregistered Common Stock Purchase Warrant (“New Warrant”) pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended (“Securities Act”), to purchase up to a number of shares (the “New Warrant
Shares”) of Common Stock equal to 100% of the number of Warrant Shares issued pursuant to the Warrant Exercise hereunder,
which New Warrant shall be substantially in the form as reflected in Exhibit A hereto, will be exercisable immediately,
and have a term of exercise of five and one-half years, and an exercise price per share equal to $1.725.


 


The original New Warrant
certificate(s) will be delivered within two (2) Trading Days following the date hereof. Notwithstanding anything herein to the
contrary, in the event that any Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitations
(“Beneficial Ownership Limitation”) set forth in Section 2(e) of the Existing Warrants (or, if applicable and
at the Holder’s election, 9.99%), the Company shall only issue such number of Warrant Shares to the Holder that would not
cause the Holder to exceed the maximum number of Warrant Shares permitted thereunder, as directed by the Holder, with the balance
to be held in abeyance until notice from the Holder that the balance (or portion thereof) may be issued in compliance with such
limitations, which abeyance shall be evidenced through the Existing Warrants which shall be deemed prepaid thereafter (including
the payment in full of the exercise price), and exercised pursuant to a Notice of Exercise in the Existing Warrant (provided no
additional exercise price shall be due and payable).


 






     


     


    

 


Expressly subject to
the paragraph immediately following this paragraph below, Holder may accept this offer by signing this letter below, with such
acceptance constituting Holder's exercise in full of the Existing Warrants for an aggregate exercise price set forth on the Holder’s
signature page hereto (the “Warrants Exercise Price”) on or before 2:00 p.m., Eastern Time, on October 23, 2020
(the “Execution Time”).


 


Additionally, the Company
agrees to the representations, warranties and covenants set forth on Annex A attached hereto. Holder represents and warrants
that, as of the date hereof it is, and on each date on which it exercises any New Warrants it will be, an “accredited investor”
as defined in Rule 501 of the Securities Act, and agrees that the New Warrants will contain restrictive legends when issued, and
neither the New Warrants nor the shares of Common Stock issuable upon exercise of the New Warrants will be registered under the
Securities Act, except as provided in Annex A attached hereto. Also, Holder represents and warrants that it is acquiring
the New Warrants as principal for its own account and has no direct or indirect arrangement or understandings with any other persons
to distribute or regarding the distribution of the New Warrants (this representation is not limiting Holder’s right to sell
the New Warrant Shares pursuant to an effective registration statement under the Securities Act or otherwise in compliance with
applicable federal and state securities laws).


 


The Holder understands
that the New Warrants and the New Warrant Shares are not, and may never be, registered under the Securities Act, or the securities
laws of any state and, accordingly, each certificate, if any, representing such securities shall bear a legend substantially similar
to the following:


 


“THIS
SECURITY HAS NOT 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.”


 






    2


     


    

 


Certificates evidencing
the New Warrant Shares shall not contain any legend (including the legend set forth above), (i) while a registration statement
covering the resale of such New Warrant Shares is effective under the Securities Act, (ii) following any sale of such New Warrant
Shares pursuant to Rule 144 under the Securities Act, (iii) if such New Warrant Shares are eligible for sale under Rule 144 (assuming
cashless exercise of the New Warrant), without the requirement for the Company to be in compliance with the current public information
required under Rule 144 as to such New Warrant Shares and without volume or manner-of-sale restrictions, (iv) if such New
Warrant Shares may be sold under Rule 144 (assuming cashless exercise of the New Warrant) and the Company is then in compliance
with the current public information required under Rule 144 as to such New Warrant Shares, or (v) if the Company’s counsel
determines such legend is not required under applicable requirements of the Securities Act (including judicial interpretations
and pronouncements issued by the staff of the Securities and Exchange Commission (the “Commission”) and the
earliest of clauses (i) through (v), the “Delegend Date”)). The Company shall cause its counsel to issue a legal
opinion or other authorization instruction to the Transfer Agent promptly after the Delegend Date if required by the Company and/or
the Transfer Agent to effect the removal of the legend hereunder, or at the request of the Holder, which opinion or authorization
shall be in form and substance reasonably acceptable to the Holder. From and after the Delegend Date, such New Warrant Shares shall
be issued free of all legends. The Company agrees that following the Delegend Date or at such time as such legend is no longer
required under this Section, it will, no later than two (2) Trading Days following the delivery by the Holder to the Company or
the Transfer Agent of a certificate representing the New Warrant Shares issued with a restrictive legend (such second (2nd)
Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the Holder a certificate representing
such shares that is free from all restrictive and other legends or, at the request of the Holder shall credit the account of the
Holder’s prime broker with the Depository Trust Company System as directed by the Holder.  


 


In addition to the Holder’s
other available remedies, the Company shall pay to a Holder, in cash, (i) as partial liquidated damages and not as a penalty, for
each $1,000 of New Warrant Shares (based on the VWAP of the Common Stock on the date such New Warrant Shares are submitted to the
Transfer Agent) delivered for removal of the restrictive legend, $10 per Trading Day (increasing to $20 per Trading Day five (5)
Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate
is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to the Holder by
the Legend Removal Date a certificate representing the New Warrant Shares so delivered to the Company by the Holder that is free
from all restrictive and other legends and (b) if after the Legend Removal Date the Holder purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of
shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of
Common Stock that the Holder anticipated receiving from the Company without any restrictive legend, then, an amount equal to the
excess of the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for
the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In
Price”) over the product of (A) such number of New Warrant Shares that the Company was required to deliver to the Holder
by the Legend Removal Date and for which the Holder was required to purchase shares to timely satisfy delivery requirements, multiplied
by (B) the weighted average price at which the Holder sold that number of shares of Common Stock.  


 






    3


     


    

 


If this offer is accepted
and the transaction documents are executed by the Execution Time, then on or before 3:10 p.m., Eastern Time, on the Trading Day
hereof, the Company shall issue a press release and/or file a Current Report on Form 8-K with the Commission disclosing all material
terms of the transactions contemplated hereunder. From and after the issuance of such press release or the filing of such Current
Report on Form 8-K, as applicable, the Company represents to you that it shall have publicly disclosed all material, non-public
information delivered to you by the Company, or any of its respective officers, directors, employees or agents in connection with
the transactions contemplated hereunder. In addition, effective upon the issuance of such press release and/or Current Report on
Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether
written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees
or Affiliates on the one hand, and you and your Affiliates on the other hand, shall terminate. The Company represents, warrants
and covenants that, upon acceptance of this offer, the Warrant Shares shall be issued free of any legends or restrictions on resale
by Holder.


 


No later than the second
(2nd) Trading Day following the date hereof, the closing shall occur at such location as the parties shall mutually agree. Unless
otherwise directed by H.C. Wainwright & Co., LLC (the “Placement Agent”), settlement of the Warrant Shares
shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall
issue the Warrant Shares registered in the Holders’ names and addresses and released by the Transfer Agent directly to the
account(s) at the Placement Agent identified by each Holder; upon receipt of such Warrant Shares, the Placement Agent shall promptly
electronically deliver such Warrant Shares to the applicable Holder, and payment therefor shall be made by the Placement Agent
(or its clearing firm) by wire transfer to the Company). The date of the closing of the exercise of the Existing Warrants shall
be referred to as the “Closing Date”.


 


***************


 






    4


     


    

 


	 	Sincerely yours,
	 	 
	 	SENESTECH, INC.
	 	 	             
	 	By: 	 
	 	Name:
	 	Title:


 



     


     


    

 


Accepted and Agreed to:


 


Name of Holder: ________________________________________________________


 


Signature of Authorized Signatory of
Holder: _________________________________


 


Name of Authorized Signatory: _______________________________________________


 


Title of Authorized Signatory: ________________________________________________


 


Number of Existing Warrants: __________________


 


Aggregate Warrant Exercise Price: _________________


 


New Warrants: (100% of total Existing Warrants
being exercised): ___________


 


Beneficial Ownership Blocker: ☐
4.99% or ☐ 9.99%


 


DTC Instructions:


 




     


     


    

 


Annex A


 


Representations,
Warranties and Covenants of the Company. The Company hereby makes the following representations and warranties to the Holder:


 


		a)	SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years
preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the
foregoing materials, including the exhibits thereto and documents incorporated by reference therein “SEC Reports”).
As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and none
of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act.



 


		b)	Authorization; Enforcement. The Company has the requisite corporate power and authority
to enter into and to consummate the transactions contemplated by this letter agreement and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this letter agreement by the Company and the consummation by the Company
of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further
action is required by the Company, its board of directors or its stockholders in connection therewith. This letter agreement has
been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding
obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable
principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.



 


		c)	No Conflicts. The execution, delivery and performance of this letter agreement by the Company
and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents;
or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under,
result in the creation of any  liens, claims, security interests, other encumbrances or defects upon any of the properties
or assets of the Company in connection with, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument
(evidencing Company debt or otherwise) or other material understanding to which such Company is a party or by which any property
or asset of the Company is bound or affected; or (iii) conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including
federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected, except,
in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a material adverse
effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the
Company, taken as a whole, or in its ability to perform its obligations under this letter agreement.



 







		d)	Registration Obligations. The Company shall prepare and file with the Commission a registration
statement relating to the resale of the New Warrant Shares by the holders of the New Warrants under the Securities Act on or before
the 45th calendar day following the date hereof and use commercially reasonable best efforts to cause such registration statement
to be declared effective by the Commission as soon as practical



 


		e)	Trading Market. The transactions contemplated under this letter agreement comply with all
the rules and regulations of the Nasdaq Capital Market.



 


 


A-1