EX-4.1



 Exhibit 4.1 
 Form of Warrant 
 STOCK PURCHASE WARRANT 

To Subscribe for and Purchase 
 Common Stock of 
 ENTEROMEDICS INC. 

THIS CERTIFIES THAT, for value received,             , or its registered
assigns, (herein referred to as the “Purchaser” or “holder”), is entitled to subscribe for and purchase from EnteroMedics Inc. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware,
            1 fully paid and nonassessable shares (“Shares”) of common stock (herein the “Common Stock”) (subject to the limitation in Section 2(b) and to adjustment as noted
below) at the exercise price of $1.14 per Share (the “Warrant Purchase Price”) (subject to adjustment as noted below). This Warrant may only be exercised during the Exercise Period specified herein. This Warrant has been issued
together with Shares of the Common Stock in a public offering of 13,770,000 Shares of the Common Stock and 5,508,000 Warrants, registered on the Company’s Registration Statement on Form S-3 (Reg. No. 333-183313) (the “Registration
Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with a public offering (the “Offering”) described in the prospectus supplement dated February 22, 2013 filed
with the SEC. 
 This Warrant is subject to the following provisions, terms and conditions: 

1. The Warrant exercise period (the “Exercise Period”) for this Warrant shall begin on the date of the issuance of this
Warrant at the closing of the Offering and shall end on February 27, 2018. 
 2. The rights represented by this Warrant may
be exercised by the holder hereof as follows: 
 (a) The rights represented by this Warrant may be exercised by
the holder hereof, in whole or in part, by written notice of exercise delivered to the Company and by the surrender of this Warrant (properly endorsed if required) at the principal office of the Company and upon payment to it by check of the Warrant
Purchase Price for such Shares. The Company agrees that the Shares so purchased shall be and are deemed to be issued to the holder hereof as the record owner of such Shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such Shares as aforesaid. Subject to the provisions of the next succeeding paragraph, within 10 business days after the rights represented by this Warrant shall have been exercised the Company shall cause its
transfer agent to issue the Shares of stock so purchased to Purchaser in book–entry format and deliver evidence of such issuance to Purchaser, and, unless this Warrant has expired, a new Warrant representing the number of Shares, if any, with
respect to which this Warrant shall not then have been exercised shall also be delivered to the holder hereof within such time. 
 (b) Notwithstanding any other provision in this Warrant, no holder shall be permitted to exercise this Warrant for an amount of Common Stock that would result in such holder owning more than 19.99% of the
Common Stock outstanding after such exercise. 
  

	1 	Equal to 40% of the number of shares of common stock purchased by Purchaser, rounded down to the nearest whole share. 








 3. The Company represents and warrants that this Warrant has been duly authorized by all
necessary corporate action, has been duly executed and delivered and is a legal and binding obligation of the Company, enforceable against the Company in accordance with the terms of this Warrant, except to the extent (i) such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and (ii) such enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law). The Company covenants and agrees that all Shares which may be issued upon the exercise of the rights represented by this Warrant according to the terms
hereof or represented by the Common Stock will, upon issuance and payment therefor, be duly authorized and issued, fully paid and nonassessable. The Company further covenants and agrees that during the period within which the rights represented by
this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to
provide for the exercise of the rights represented by this Warrant, free from preemptive rights or other actual contingent purchase rights other than those held by a holder of this Warrant (as a result of holding this Warrant). 

4. The Company will pay any documentary stamp taxes attributable to the issuance of Shares of Common Stock upon the 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 Warrants, or shares of Common Stock issued upon exercise of
this Warrant, in a name other than that of the Purchaser. The Purchaser shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Shares of Common Stock upon exercise hereof.

 5. The above provisions are, however, subject to the following: 

(a) The Warrant Purchase Price shall, from and after the date of issuance of this Warrant, be subject to adjustment from
time to time as hereinafter provided. Upon each adjustment of the Warrant Purchase Price, the holder of this Warrant shall thereafter be entitled to purchase, at the Warrant Purchase Price resulting from such adjustment, the number of Shares
obtained by multiplying the Warrant Purchase Price in effect immediately prior to such adjustment by the number of Shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the warrant purchase price
resulting from such adjustment. 
 (c) In case the Company shall at any time subdivide its outstanding shares of
Common Stock into a greater number of shares, the Warrant Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of the Company shall be
combined into a smaller number of shares, the Warrant Purchase Price in effect immediately prior to such combination shall be proportionately increased. 
 (d) If any capital reorganization or reclassification of the capital stock of the Company shall be effected in such a way that holders of Common Stock shall be entitled to receive stock or securities with
respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification or consolidation, lawful and adequate provision shall be made whereby the holder hereof shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby,
such shares of stock or securities as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock 

  
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equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such reorganization, reclassification or
consolidation not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant to the end that the provisions hereof (including without limitation provisions for
adjustments of the warrant purchase price and of the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock or securities thereafter deliverable upon
the exercise hereof. 
 (e) Upon any adjustment of the Warrant Purchase Price or any adjustment of any material
terms hereof, then and in each such case an officer of the Company shall, as soon as practicable after the occurrence of any event that requires an adjustment or readjustment, give signed written notice thereof, by first–class mail, postage
prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, which notice shall state the Warrant Purchase Price resulting from such adjustment, any material change in the terms of
the Warrant, and the increase or decrease, if any, in the number of Shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

 (f) In case any time: 

(i) there shall be any capital reorganization, or reclassification of the capital stock of the Company; or 

(ii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; 

then, in any one or more of said cases, the Company shall give written notice, by first–class mail, postage prepaid, addressed to the
registered holder of this Warrant at the address of such holder as shown on the books of the Company, of the date on which (A) the books of the Company shall close or a record shall be taken for such distribution or subscription rights, or
(B) such reorganization, reclassification or consolidation, dissolution, liquidation or winding up, or conversion or redemption shall take place, as the case may be. Such notice shall also specify the date as of which the holders of capital
stock of record shall participate in such distribution or subscription rights, or shall be entitled to exchange their capital stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, dissolution,
liquidation or winding up, or conversion or redemption, as the case may be. Such written notice shall be given at least 20 days prior to the action in question and not less than 20 days prior to the record date or the date on which the
Company’s transfer books are closed in respect thereto. 
 (g) If any event occurs as to which in the
opinion of the Board of Directors of the Company the other provisions of this Section 5 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the holder of this Warrant or of Common Stock in
accordance with the essential intent and principles of such provisions, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such
purchase rights as aforesaid. 
 6. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a
stockholder of the Company. 

  
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 7. This Warrant is exchangeable, upon the surrender hereof by the holder hereof at the
principal office of the Company, for new Warrants of like tenor representing in the aggregate the right to subscribe for and purchase the number of shares which may be subscribed for and purchased hereunder, each of such new Warrants to represent
the right to subscribe for and purchase such number of shares as shall be designated by said holder hereof at the time of such surrender. 
 8. Subject to compliance with any applicable securities laws, this Warrant may be offered for sale, sold, transferred or assigned, in whole or in part, without the consent of the Company. Any such sale,
transfer or other assignment shall be effected by delivery at the principal office of the Company or its designated agent, of a written assignment of this Warrant in a form reasonably satisfactory to the Company duly executed by the Holder or its
agent or attorney, and of funds sufficient to pay any transfer taxes payable upon the making of such transfer. 
 9. This
Warrant has been registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Shares of Common Stock issuable upon exercise of the Warrant may be transferred and
sold in reliance on the Registration Statement. The Company will attempt to maintain the effectiveness of a current prospectus covering the Common Stock issuable upon exercise of the Warrants until the expiration of the Warrants. 

10. The Company will not be required upon the exercise of this Warrant to issue fractions of shares of Common Stock, but may, at its
option, either (a) purchase such fraction for an amount in cash equal to the current value of such fraction computed on the basis of the closing market price of a share of Common Stock as quoted on the principal exchange or trading facility on
which shares of Common Stock are traded on the trading day immediately preceding the day upon which this Warrant was surrendered for exercise in accordance with Section 2 hereof, or (b) issue the required share. By accepting this Warrant,
the holder hereof expressly waives any right to receive any fractional share upon exercise of a Warrant, except as expressly provided in this Section 10. 
 11. If this Warrant is exercised for less than all of the then-current number of shares purchasable hereunder, then the Company shall, concurrently with the issue of the Shares of stock purchased by
Purchaser upon such exercise in accordance with Section 2, issue a new warrant exercisable for the remaining number of shares purchasable under this Warrant. 
 12. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and security reasonably satisfactory to it, the Company shall
execute and deliver a new warrant of like tenor as the Warrant so lost, stolen, destroyed or mutilated. 
 13. All questions
concerning this Warrant will be governed and interpreted and enforced in accordance with the internal law, not the law of conflicts, of the State of Delaware. 

  
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 IN WITNESS WHEREOF, EnteroMedics Inc. has caused this Warrant to be signed by its duly
authorized officer and this Warrant to be dated as of the date set forth above. 
  

					
	 ENTEROMEDICS INC.

		
	By	 	 
			
		 	Its	 	 









 SUBSCRIPTION FORM 

To be Executed by the Holder of this Warrant if such Holder 
 Desires to Exercise this Warrant in Whole or in Part 
  

	To:	EnteroMedics Inc. (the “Company”) 

  

			
	The undersigned	 	   


 Please insert
Social Security or other 
 identifying number of Subscriber: 

 
  
 hereby irrevocably elects to exercise the right of purchase represented by this Warrant for, and to purchase thereunder,             shares of
the Common Stock (the “Common Stock”) provided for therein and tenders payment herewith to the order of the Company in the amount of $            , such payment being made
as provided on the face of this Warrant. 
 The undersigned requests that certificates for such shares of Common Stock be issued as follows:

  

			
	Name:	  	   

		
	Address:	  	 
		
	Deliver to:	  	 
		
	Address:	  	 

 and, if such number of shares of Common Stock shall not be all the shares of Common Stock purchasable hereunder, that a
new Warrant for the balance remaining of the shares of Common Stock purchasable under this Warrant be registered in the name of, and delivered to, the undersigned at the address stated above. 
 Dated:                              

 

			
	Signature	 	  

		 	Note: The signature on this Subscription Form must correspond with the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any
change whatever.



  
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