Exhibit 4.11


WARRANT AGREEMENT


 


This Warrant Agreement
made as of March __, 2017, is between Atossa Genetics Inc., a Delaware corporation, with offices at 107 Spring Street, Seattle, Washington (the “Company”), and VStock Transfer, LLC, with offices at 77 Spruce Street,
Suite 201, Cedarhurst, New York (the “Warrant Agent”).


 


WHEREAS, the Company has
determined to issue and deliver _______ warrants (the “Warrants”) to investors, each Warrant evidencing the
right of the holder thereof to purchase _______ of the Company’s common stock, par value $0.015 per share (the “Common
Stock”), for $____, subject to adjustment as described herein;


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the legally valid and binding obligations of the Company, and to authorize
the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.           Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.


 


2.           Warrants.


 


2.1         Form
of Warrant. Each Warrant may be issued in book entry form or in certificated form, as requested by a holder, in substantially
the form of Exhibit A attached hereto, the provisions of which are incorporated herein. To the extent a Warrant is issued
in certificated form, it shall be (a) issued in registered form only, (b) in substantially the form of Exhibit A attached
hereto, the provisions of which are incorporated herein, (c) signed by, or bear the facsimile signature of, the Chairman of the
Board or, the Chief Executive Officer or the President or the Chief Financial Officer and General Counsel, and the Treasurer, Secretary
or Assistant Secretary of the Company, and (d) signed by the Warrant Agent. In the event the person whose facsimile signature has
been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant
is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. 


 




2.2         Effect
of Countersignature. To the extent a Warrant is issued in certificated form, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof. Warrant
certificates shall be dated the date of countersignature by the Warrant Agent.


 


2.3         Registration.



 


2.3.1           Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”), for the registration of the original
issuance and transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company.


 



     


     


    

 


2.3.2           Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant shall be registered upon the Warrant Register (“Registered Holder”),
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


3.            Concerning
the Warrant Agent and Other Matters.


 


3.1         Payment
of Taxes. The Company will, from time to time, promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


3.2         Resignation,
Consolidation, or Merger of Warrant Agent.


 


3.2.1           Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint, in writing,
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant
(who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent.
Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and have its principal office in the Borough of Manhattan, City and State of
New York, and be authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal
or state authorities. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without
any further act or deed; but, if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,
and rights of such predecessor Warrant Agent hereunder; and, upon request of any successor Warrant Agent, the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to
such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.


 


3.2.2           Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


3.2.3           Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Warrant Agreement without any further act on the part of the Company or the Warrant Agent.


 


3.3         Fees
and Expenses of Warrant Agent.


 


3.3.1           Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder as set forth
on Exhibit B hereto and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably
incur in the execution of its duties hereunder.


 


3.3.2           Further
Assurances. The Company agrees to perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged
and delivered, all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Warrant Agreement.


 



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3.4         Liability
of Warrant Agent.


 


3.4.1           Reliance
on Company Statement. Whenever, in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer or Chairman of
the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken
or suffered in good faith by it pursuant to the provisions of this Warrant Agreement.


 


3.4.2           Indemnity.
The Warrant Agent shall be liable hereunder only for its own negligence, willful misconduct or bad faith. The Company agrees to
indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result of the Warrant
Agent’s negligence, willful misconduct or bad faith.


  


3.4.3           Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity
or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of
any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment; nor shall it, by any act hereunder, be deemed to
make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant
to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock will when issued be valid and fully paid and
nonassessable.


 


3.5         Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform the same
upon the terms and conditions herein set forth and, among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares
of the Company’s Common Stock through the exercise of Warrants.


 


4.           Miscellaneous
Provisions.


 


4.1         Successors.
All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.


 


4.2         Notices.
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail or overnight courier service,
addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:


 


Atossa Genetics Inc.


107 Spring Street


Seattle, WA 98104


Attn: Kyle Guse, Chief Financial Officer, General Counsel
and Secretary


 



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Any notice, statement or demand authorized
by this Warrant Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be
delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed
in writing by the Warrant Agent with the Company), as follows:


 


VStock Transfer, LLC

77 Spruce Street, Suite 201

Cedarhurst, NY 11516

Attn: Warrant Department




 


Any notice, sent pursuant to this Warrant Agreement
shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier,
on the next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration
or certification thereof.


 


4.3         Applicable
Law. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflict of laws. The Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Warrant Agreement shall be brought and enforced in the courts
of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the
address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim.


 


4.4         Examination
of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the
Warrant Agent for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit his,
her or its Warrant for inspection.


 


4.5         Counterparts;
Facsimile Signatures. This Warrant Agreement may be executed in any number of counterparts, and each of such counterparts shall,
for all purposes, be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.
Facsimile signatures shall constitute original signatures for all purposes of this Warrant Agreement.


 


4.6         Effect
of Headings. The section headings herein are for convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


4.7         Amendments.


 


4.7.1           This
Agreement and any Warrant certificate may be amended by the parties hereto by executing a supplemental warrant agreement (a “Supplemental
Agreement”), without the consent of any of the Warrant holders, for the purpose of (i) curing any ambiguity, or curing,
correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or
questions arising under this agreement that is not inconsistent with the provisions of this agreement or the Warrant certificates,
(ii) evidencing the succession of another corporation to the Company and the assumption by any such successor of the covenants
of the Company contained in this agreement and the Warrants, (iii) evidencing and providing for the acceptance of appointment by
a successor Warrant Agent with respect to the Warrants, or (iv) adding to the covenants of the Company for the benefit of the Holders
or surrendering any right or power conferred upon the Company under this Agreement.


 


4.7.2           The
Company and the Warrant Agent may amend this Warrant Agreement and the Warrants by executing a Supplemental Agreement with the
consent of the Holders of not fewer than a majority of the unexercised Warrants affected by such amendment, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders under this Warrant Agreement; provided, however, that, without the consent of each of the Warrant
holders affected thereby, no such amendment may be made that (i) changes the Warrants so as to reduce the number of shares purchasable
upon exercise of the Warrants or so as to increase the Warrant Price (other than as provided by Section 4), (ii) shortens
the period of time during which the Warrants may be exercised, (iii) otherwise adversely affects the exercise rights of the Holders
in any material respect, or (iv) reduces the number of unexercised Warrants the holders of which must consent for amendment of
this agreement or the Warrants.


 



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4.8         Severability.
This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


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IN WITNESS WHEREOF, this Warrant Agreement has
been duly executed by the parties hereto as of the day and year first above written.


 


	 	ATOSSA GENETICS INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	VSTOCK TRANSFER, LLC
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 




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EXHIBIT A


 


Form of Warrant


 


EXHIBIT B


 


Warrant Agent Fees


 


Monthly Maintenance Fee


 


Our monthly maintenance fee is calculated based upon the number
of record shareholders per class or series of Warrants:


 


	o	Monthly Maintenance of 1-99 Registered Holders	$99 per month
	o	Monthly Maintenance of 100-200 Registered Holders	$150 per month
	o	Monthly Maintenance of 200-300 Registered Holders	$299 per month
	o	Monthly Maintenance of 300-500 Registered Holders	$399 per month
	o	Monthly Maintenance of 500+ Registered Holders	$749 per month


 


Service Fees


 


The following are a sample of services provided on a per transaction
fee basis as set forth below:


 


	o	Per Warrant Exercise	$45.00
	o	Issuance Per Warrant	$35.00 
	o	Replacement of Lost or Stolen Warrant	$50.00 (paid by Registered Holder)
	o	Lost Registered Holder search (if needed)	$5.00 per Registered Holder per search
	o	Escheatment (if needed)	$50.00 per Registered Holder


 


Other Costs and Excluded Services


 


The company will be billed separately at cost
for certain out-of-pocket expenses such as postage and courier fees.


  



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