Exhibit
4.1


 


PURSUANT
TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL
NUMBER OF SECURITIES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.


 


This
warrant IS void after 5:00 pm, EAstern time on NOVEMBER 16, 2022. 


 


SenesTech
Inc. 


 


Warrant
To Purchase Common Stock and Investor Warrants


 


Warrant
No.: 2017-UW-01 


Number
of Shares of Common Stock: 


Date
of Issuance: November 21, 2017 (“Issuance Date”)


 


SenesTech,
Inc. a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Roth Capital Partners, LLC, the registered holder hereof or its permitted
assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at
the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock and Investor Warrants
(including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”),
at any time or times on or after the Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New
York time, on the Expiration Date (as defined below), a combination consisting of 540,000 shares of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”) and a warrant in the form of Exhibit A attached hereto
(the “Investor Warrant”) to purchase 405,000 shares of Common Stock. The shares of Common Stock and the Investor
Warrants (each a “Component Security” and collectively, the “Component Securities”) will be issued
as a unit and will not under any circumstances by exercised separately. After the Component Securities are properly issued in
accordance with this Warrant, the Common Stock and Investor Warrant will be immediately separable and will be issued as separate
securities. Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section
15. This Warrant is one of the Underwriter Warrants to Purchase Common Stock and Investors Warrants (this “Warrant”)
issued pursuant to (i) Section 4(e) of the Underwriting Agreement, dated as of November 17, 2017, and as amended November 20,
2017, by and between the Company and Roth Capital Partners, LLC (the “Underwriting Agreement”) and (ii) the
Company’s Registration Statement on Form S-1 File No.: 333- 221433).


 






    - 1 -


     


    

 


Exhibit
4.1


 


1.     EXERCISE
OF WARRANT.


 


(a)          Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section
1(e)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, in whole or in part (but not
as to fractional shares), 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, within two (2) Trading Days following
delivery of such Exercise Notice, pay to the Company an amount equal to the applicable Exercise Price multiplied by the number
of Component Securities as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash
or wire transfer of immediately available funds. For partial exercise of the Warrant, Investor Warrants will be issued at a ratio
of .75 warrant shares to the number of shares of Common Stock for which the Warrant is exercised. The Holder shall not be required
to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is
exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation
within a reasonable time after such exercise, but in any event within five (5) Trading Days of the delivery of the Exercise Notice.
On or before the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice and the Aggregate
Exercise Price (the date upon which the Company has received the Exercise Notice and the Aggregate Exercise Price, the “Exercise
Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt
of the Exercise Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”).
The Company shall deliver any objection to the Exercise Notice on or before the second (2nd) Trading Day following
the date on which the Company has received the Exercise Notice. On or before the third (3rd) Trading Day following
the date on which the Company has received the Exercise Notice and the Aggregate Exercise Price (the “Share Delivery
Date”), the Company shall deliver a duly executed Investor Warrant to the Holder and, (X) provided that the Transfer
Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the
“FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction
on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder
is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit
Withdrawal Agent Commission system, or (Y), if the Transfer Agent is not participating in the FAST Program or if the certificates
are required to bear a legend regarding restriction on transferability, 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 Notice and payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have
become the holder of record of the Component Securities with respect to which this Warrant has been exercised, irrespective of
the date such share of Common Stock are credited to the Holder’s DTC account or the date of delivery of executed documents
evidencing the Component Securities, as the case may be. If this Warrant is physically delivered to the Company in connection
with any exercise pursuant to this Section 1(a) and the number of Component Securities represented by this Warrant submitted for
exercise is greater than the number of Component Securities being acquired upon an exercise, then the Company shall as soon as
practicable and in no event later than three (3) Trading Days after delivery of the original warrant and at its own expense, issue
and deliver a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Component Securities
purchasable immediately prior to such exercise under this Warrant, less the number of Component Securities with respect to which
this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including
overnight delivery charges) that may be payable with respect to the issuance and delivery of Component Securities upon exercise
of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the registration of any certificates for shares of Common Stock or Investor Warrants in a
name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring this Warrant or receiving Component Securities upon exercise hereof.


 






    - 2 -


     


    

 


Exhibit
4.1


 


(b)          Exercise
Price. For purposes of this Warrant, “Exercise Price” means $1.50 per combination of one share of Common
Stock and .75 Investor Warrants, subject to adjustment as provided herein.


 


(c)          Company’s
Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within
five (5) Trading Days of the Exercise Date duly executed Investor Warrants and a certificate for the number of shares of Common
Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit
the Holder’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the
Holder’s exercise of this Warrant, and if on or after such fifth (5th) Trading Day the Holder is required by
its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases shares
of Common Stock to deliver in satisfaction of a sale by the Holder of shares of the Component Securities that the Holder anticipated
receiving from the Company upon such exercise (a “Buy-In”), then the Company shall, within three (3) Trading
Days after the Holder’s written request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount
equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock (the
“Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such
Component Securities) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or Investor
Warrants representing such Component Securities and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In
Price over the product of (A) such number of shares of Common Stock, times (B) the Weighted Average Price (as reported by Bloomberg)
on the date of the event giving rise to the Company’s obligation to deliver such certificates or Investor Warrants.


 


(d)          Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Component Securities,
the Company shall promptly issue to the Holder the number of Component Securities that are not disputed.


 






    - 3 -


     


    

 


Exhibit
4.1


 


(e)          Beneficial
Ownership. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise
this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates)
would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common
Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock
which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person
and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred
stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set
forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged 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.. For purposes of this Warrant, in
determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common
Stock as reflected in the most recent of (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form
10-Q, and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be,
(2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth
the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder,
where such request indicates that it is being made pursuant to this Warrant, the Company shall within two (2) 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 and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written
notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not
in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st)
day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not
to any other holder of the Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 1(g) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary
or desirable to properly give effect to such limitation.


 


2.     ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF COMPONENT SECURITIES. The Exercise Price and the number of Component Securities shall be adjusted
from time to time as follows:


 


(a)          Voluntary
Adjustment by Company. The Company may, but shall have no obligation to, at any time during the term of this Warrant reduce
the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(b)          Adjustment
upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any
stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced and the number of Component Securities will be proportionately increased. If the Company at any time
on or after the Issuance Date combines (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement
or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price
in effect immediately prior to such combination will be proportionately increased and the number of Component Securities will
be proportionately decreased. Any adjustment under this Section 2(b) shall become effective at the close of business on the date
the subdivision or combination becomes effective.


 






    - 4 -


     


    

 


Exhibit
4.1


 


3.     [RESERVED]


 


4.     PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)          Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time prior to the Expiration Date the Company
grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property
to all the record holders of any class of Common Stock on a pro rata basis (the “Purchase Rights”), then the
Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the
Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this
Warrant (without regard to any limitations on the exercise of this Warrant) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 


(b)          Fundamental
Transactions. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.
Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall
be issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares
of the Common Stock (or other securities, cash, assets or other property purchasable upon the exercise of the Warrant prior to
such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants
or other purchase or subscription rights), if any, that the Holder would have been entitled to receive upon the happening of such
Fundamental Transaction had this Warrant been exercised immediately prior to such Fundamental Transaction, as adjusted in accordance
with the provisions of this Warrant.


 


5.     NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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 comply with all the provisions of this Warrant and take all actions consistent with effectuating
the purposes of this Warrant. 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, so long as this Warrant is outstanding,
take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for
the purpose of effecting the exercise of this Warrant, the number of shares of Common Stock which are then issuable upon exercise
of this Warrant (without regard to any limitations on exercise).


 






    - 5 -


     


    

 


Exhibit
4.1


 


6.     WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Component Securities which such Person is then entitled to receive upon the due exercise
of this Warrant. 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.


 


7.     REISSUANCE
OF WARRANTS.


 


(a)          Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company and deliver the completed
and executed Assignment Form, in the form attached hereto as Exhibit B, whereupon the Company will forthwith issue and
deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing
the right to purchase the number of Component Securities being transferred by the Holder and, if less than the total number of
Component Securities then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the
Holder representing the right to purchase the number of Component Securities not being transferred. The acceptance of the new
Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect
of the new Warrant that the Holder has in respect of this Warrant.


 


(b)          Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant,
the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to
purchase the Component Securities then underlying this Warrant.


 


(c)          Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the
number of Component Securities then underlying this Warrant, and each such new Warrant will represent the right to purchase such
portion of such Component Securities as is designated by the Holder at the time of such surrender; provided, however, that no
Warrants for fractional shares of Common Stock shall be given.


 






    - 6 -


     


    

 


Exhibit
4.1


 


(d)          Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Component Securities then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section
7(a) or Section 7(c), the Component Securities designated by the Holder which, when added to the number of shares of Common Stock
underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Component Securities
then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same
as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 


8.            NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing,
will be mailed (a) if within the domestic United States by first-class registered or certified airmail, or nationally recognized
overnight express courier, postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International
Federal Express or facsimile, and (c) will be deemed given (i) if delivered by first-class registered or certified mail domestic,
three (3) Business Days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) Business Day after
so mailed, (iii) if delivered by International Federal Express, two (2) Business Days after so mailed and (iv) if delivered by
facsimile, upon electronic confirmation of receipt, and will be delivered and addressed as follows:


 


		(i)	if
                                         to the Company, to:



 


SenesTech,
Inc.

3140 N. Caden Court, Suite 1

Flagstaff, AZ 86004

Attn: Chief Executive Officer

Email:
Loretta.Mayer@senestech.com


 


with
a copy to:


 


1120
NW Couch Street

10th Floor

Portland, Oregon 97209-4128

Attn: Chris Hall

Facsimile: (503)727-2222

Email:chall@perkinscoie.com


 


(ii)
if to the Holder, at the address of the Holder appearing on the books of the Company.


 






    - 7 -


     


    

 


Exhibit
4.1


 


9.     AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holder.


 


10.   GOVERNING
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of Delaware, without reference to the choice of law provisions thereof. The Company and, by accepting
this Warrant, the Holder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware for the
purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated
hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere
in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting
this Warrant, the Holder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding
and to the laying of venue in such court. The Company and, by accepting this Warrant, the Holder, each irrevocably waives any
objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY
AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO
THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


11.   CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant.


 


12.   DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Component
Securities, the Company shall submit the disputed determinations or arithmetic calculations via email or facsimile within two
(2) Trading Days of receipt of the Exercise Notice or other event giving rise to such dispute, as the case may be, to the Holder.
If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Component
Securities within five (5) Trading Days of such disputed determination or arithmetic calculation being submitted to the Holder,
then the Company shall, within two (2) Trading Days submit via email or facsimile (a) the disputed determination of the Exercise
Price to an independent, reputable investment bank selected by the Company and approved by the Holder, which approval shall not
be unreasonably withheld, or (b) the disputed arithmetic calculation of the Component Securities to the Company’s independent,
outside accountant. The Company shall cause the investment bank or the accountant, as the case may be, to perform the determinations
or calculations and notify the Company and the Holder of the results no later than ten (10) Trading Days from the time it receives
the disputed determinations or calculations. The prevailing party (which, for purposes of this Warrant, is the party whose determinations
or calculations is closest to those of the investment bank or the accountant, as the case may be) in any dispute resolved pursuant
to this Section 12 shall be entitled to the full amount of all reasonable expenses, including all costs and fees paid or incurred
in good faith, in relation to the resolution of such dispute. Such investment bank’s or accountant’s determination
or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 






    - 8 -


     


    

 


Exhibit
4.1


 


13.   REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company
to comply with the terms of this Warrant.


 


14.   TRANSFER.
Subject to applicable laws and the restrictions set forth in this paragraph, this Warrant may be offered for sale, sold, transferred
or assigned without the consent of the Company. The Holder agrees that, pursuant to the Lock-Up Period (as defined below) contained
in Rule 5110(g)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), it will not (a) sell, transfer,
assign, pledge, hypothecate or otherwise transfer this Warrant (including any Component Securities issued or issuable hereunder)
other than to a bona fide officer or partner of the Holder or any selected dealer in connection with the offering contemplated
by the Underwriting Agreement, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Warrant or any
Component Securities issued or issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the effective economic disposition of this Warrant or any Component Securities issued or issuable hereunder,
except as provided for in FINRA Rule 5110(g)(2). As used herein, the term “Lock-Up Period” means the period
beginning on the date that the registration statement registering this Warrant is declared effective by the Securities and Exchange
Commission (the “Effective Date”) and ending on the one hundred eighty day anniversary of the Effective Date.
In addition, notwithstanding the other terms of this Warrant or any agreement between the Company and the Holder, the Holder agrees
that, as required by FINRA Rule 5110(f)(2)(G): (i) this Warrant may not be exercised more than five years from the Effective Date;
(ii) the Holder shall not have more than one demand registration right at the Company’s expense; (iii) the Holder shall
not have the right to demand registration of this Warrant or the Component Securities more than five years from the earlier of
the Effective Date or the commencement of sales of the public offering contemplated by the Underwriting Agreement; (iv) the Holder
shall not have the right to piggyback registration with respect to this Warrant or the Component Securities more than seven years
from the earlier of the Effective Date or the commencement of sales of the public offering contemplated by the Underwriting Agreement;
(v) this Warrant may not have anti-dilution terms that allow the Holder and related persons to receive more shares or to exercise
at a lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally
affected by a stock split, stock dividend, or other similar event; and (iii) this Warrant may not have anti-dilution terms that
allow the Holder and related persons to receive or accrue cash dividends prior to the exercise or conversion of the security.


 


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


 


(a)          
“Bloomberg” means Bloomberg Financial Markets.


 






    - 9 -


     


    

 


Exhibit
4.1


 


(b)          “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(c)         
“Common Stock” means (i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii) any
share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such
Common Stock.


 


(d)        
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.


 


(e)          “Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Market or The
NASDAQ Global Select Market.


 


(f)           “Expiration
Date” means 5:00 pm Eastern time on November 16, 2022, and will not exceed five years from the effective date of the
offering contemplated by the Underwriting Agreement, pursuant to FINRA Rule 5110(f)(2)(G)(i).


 


(g)        
“Fundamental Transaction” means that (A) the Company shall, directly or indirectly, in one or more related
transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person,
or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company
to another Person, or (iii) allow another Person providing to make a purchase, tender or exchange offer that is accepted by the
holders of more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person
or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange
offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making
or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business
combination), or (v) reorganize, recapitalize or reclassify the Common Stock or (B) any “person” or “group”
(as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting
power represented by issued and outstanding Common Stock.


 


(h)         
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 


(i)           “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 






    - 10 -


     


    

 


 Exhibit
4.1


 


(j)          “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated
organization, any other entity and a government or any department or agency thereof.


 


(k)         “Principal
Market” means The NASDAQ Capital Market.


 


(l)          “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.


 


(m)        “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during
the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


(n)         “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market
on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time
as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such
other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar
volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid
price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets”
by OTC Markets LLC. If the Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company
and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute
shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise
Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or
other similar transaction during the applicable calculation period.


 


[Signature
Page Follows]


 




    - 11 -


     


    

 


Exhibit
4.1


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock and Investor Warrants to be duly executed as
of the Issuance Date set out above.


	 	 	 
	 	SENESTECH,
    INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:



 




     


     


    

 


Exhibit
4.1


 


EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK AND INVESTOR WARRANTS


 


SENESTECH,
INC.


 


The
undersigned holder hereby exercises the right to purchase ___________________________shares of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”) and a warrant in the form of Exhibit A attached hereto
(the “Investor Warrant”) to purchase ___________shares of Common Stock of SenesTech, Inc., a Delaware
corporation (the “Company”), evidenced by the attached Warrant to Purchase Common Stock and Investor
Warrants (the “Warrant”). For partial exercise of the Warrant, Investor Warrants will be issued at a ratio
of .75 to number of shares of Common Stock for which the Warrant is exercised. Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.


 


1.   Payment
of Exercise Price. The holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in
accordance with the terms of the Warrant.


 


2.   Delivery
of Component Securities. The Company shall deliver to the holder __________ Component Securities in accordance with the terms
of the Warrant and, after delivery of such Component Securities, _____________ shares of Common Stock and ______________ Investor
Warrants remain subject to the Warrant.


 


3.   Representations
and Warranties. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving
effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock
(determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section
1(d) of this Warrant to which this notice relates.


 


Date:
_______________ __, ______


	 	 	 
	 	 
	Name
    of Registered Holder	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


	 	 	 
	(Signature
    must conform in all respects to name of the Holder as specified on the face of the Warrant)


 




    A-1 


     


    

 


Exhibit
4.1


 


EXHIBIT
B


 


ASSIGNMENT
FORM


 


SENESTECH,
INC.


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


	 	 	 	 
	Name:	 	 
	 	 	(Please
    Print)
	Address:	 	 
	 	 	(Please
    Print)
	Dated:
    _______________ __, ______	 	 
	 	 	 
	Holder’s
    Signature:	 	 	 



	 	 	 	 
	Holder’s
    Address:	 	 	 


  





NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.





 



    B-1