Exhibit 4.3


 


SPECIMEN WARRANT
CERTIFICATE


 


	NUMBER	 	[    ] WARRANTS
	WA-	 	 


 


(THIS WARRANT WILL
BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.


NEW YORK CITY TIME,
FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL


BUSINESS COMBINATION)


 


CHARDAN HEALTHCARE
ACQUISITION 2 CORP.


 


CUSIP __________


 


WARRANT


 


THIS WARRANT CERTIFIES THAT, for value
received                                         ,
or registered agents, is the registered holder of a Warrant or Warrants (the “Warrant”), expiring on a date which is
five (5) years from the completion of the Company’s initial business combination, to purchase one half of one fully paid
and non-assessable share (the “Warrant Shares”), of common stock, par value $0.0001 per share (the “Common Stock”),
of CHARDAN HEALTHCARE ACQUISITION 2 CORP., a Delaware corporation (the “Company”), for each Warrant evidenced by this
Warrant Certificate. This Warrant Certificate is subject to and shall be interpreted under the terms and conditions of the Warrant
Agreement (as defined below).


 


The Warrant entitles
the holder thereof to purchase from the Company, from time to time, in whole or in part, commencing on the later to occur of (i)
the completion of the Company’s initial business combination or (ii) twelve (12) months following the closing of the Company’s
initial public offering, such number of Warrant Shares at the price of $11.50 per share (the “Warrant Price”), upon
surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental Stock Transfer &
Trust Company (the “Warrant Agent”), such payment to be made subject to the conditions set forth herein and in the
Warrant Agreement, dated [·], 2020, between the Company and the Warrant Agent (the
“Warrant Agreement”). In no event shall the registered holder(s) of this Warrant be entitled to receive a net-cash
settlement in lieu of physical settlement in Warrant Shares of the Company. The Warrant Agreement provides that, upon the occurrence
of certain events, the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may
be adjusted, subject to certain conditions. The term Warrant Price as used in this Warrant Certificate refers to the price per
full Warrant Share at which Warrant Shares may be purchased at the time the Warrant is exercised.


 


This Warrant will
expire on the date first referenced above if it is not exercised prior to such date by the registered holder pursuant to the terms
of the Warrant Agreement or if it is not redeemed by the Company prior to such date.


 


No fraction of
a Share will be issued upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would be entitled to receive a
fractional interest in a Share, the Company will, upon exercise, issue or cause to be issued only the largest whole number of Warrant
Shares issuable on such exercise (and such fraction of a Share will be disregarded).


 


Upon any exercise
of the Warrant for less than the total number of full Warrant Shares provided for herein, there shall be issued to the registered
holder(s) hereof or its assignee(s) a new Warrant Certificate covering the number of Warrant Shares for which the Warrant has not
been exercised.


 


Warrant Certificates,
when surrendered at the office or agency of the Warrant Agent by the registered holder(s) hereof in person or by attorney duly
authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate
a like number of Warrants.


 






     


     


    

 


Upon due presentment
for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for
any applicable tax or other governmental charge.


 


The Company and
the Warrant Agent may deem and treat the registered holder(s) as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof, of any distribution to
the registered holder(s), and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.


 


This Warrant does
not entitle the registered holder(s) to any of the rights of a stockholder of the Company.


 


After the Warrant
becomes exercisable and prior to its expiration date, the Company reserves the right to call the Warrant at any time, with a notice
of call in writing to the holder(s) of record of the Warrant, giving thirty (30) days’ written notice of such call if the
last reported sale price of the Common Stock has been equal to or greater than $16.00 per share for any twenty (20) trading days
within a thirty (30) trading day period ending on the third (3rd) trading day prior to the date on which notice of such call is
given, provided that (i) a registration statement under the Securities Act of 1933, as amended (the “Act”) with respect
to the shares of Common Stock issuable upon exercise must be effective and a current prospectus must be available for use by the
registered holders hereof or (ii) the Warrants may be exercised on cashless basis as set forth in the Warrant Agreement and such
cashless exercise is exempt from registration under the Act. The call price is $0.01 per Warrant Share. No fractional shares will
be issued upon exercise of the Warrant.


 


If the foregoing
conditions are satisfied and the Company calls the Warrant for redemption, each holder will then be entitled to exercise his, her
or its Warrant prior to the date scheduled for redemption; provided that the Company may require the Registered Holder who desires
to exercise the Warrant, to elect cashless exercise as set forth in the Warrant Agreement, and such Registered Holder must exercise
the Warrants on a cashless basis if the Company so requires. Any Warrant either not exercised or tendered back to the Company by
the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except
for the $0.01 call price.


 


COUNTERSIGNED:


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY,


WARRANT AGENT


 


	BY:	 	 
	AUTHORIZED OFFICER	 
	 	 	 
	DATED:	                                         	 



 


(Signature)


CHIEF EXECUTIVE OFFICER


 


(Seal)


 


(Signature)


SECRETARY


 









    2


     


    

 


[REVERSE OF CERTIFICATE]


 


SUBSCRIPTION FORM


 


To Be Executed
by the Registered Holder(s) in Order to Exercise Warrants


 


The undersigned
hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock in
accordance with the terms of this Warrant Certificate and pursuant to the method selected below. Capitalized terms used herein
and not otherwise defined have the respective meanings set forth in the Warrant Certificate. PLEASE CHECK ONE METHOD OF PAYMENT:


 


	 	 	
 

	 	a “Cash Exercise” with respect to                  Warrant Shares; and/or
	 	 	 
	 	 	


 

	 	
        a “Cashless Exercise” with respect to
                         Warrant Shares because on
        the date of this exercise, there is no effective registration statement registering the Warrant Shares, or the prospectus
        contained therein is not available for the resale of the Warrant Shares, in which event the Company shall deliver to the
        registered holder(s)                  shares
        of Common Stock pursuant to Section 3.3.2 of the Warrant Agreement.



 


The undersigned
requests that a certificate for such shares be registered in the name(s) of:


 


	 
	
 


	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS)
	 
	
 


	 
	
 


	 
	
 


	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))


 


	 	 	 
	and be delivered to	 	
 


	 	 	(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS)


 


and, if such number of Warrants shall
not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants
be registered in the name of, and delivered to, the registered holder(s) at the address(es) stated below:


 


Dated:


 


	 
	
 


	(SIGNATURE(S))
	 
	
 


	(ADDRESS(ES))
	 
	
 




 


	 
	
 


	(TAX IDENTIFICATION NUMBER(S))









 






    3


     


    

 


ASSIGNMENT


 


To Be Executed
by the Registered Holder in Order to Assign Warrants


 


For Value Received,                                     
hereby sell(s), assign(s), and transfer(s) unto


 


	 	 	 
	
 

	 	 
	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS(ES))	 	 
	 	 
	
 

	 	 
	 	 
	
 

	 	 
	 	 
	
 

	 	 


(SOCIAL SECURITY OR TAX IDENTIFICATION
NUMBER(S))


 


	 	 	 	 	 
	and to be delivered to	 	
 

	 	 
	 	 	(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS(ES))	 	 
	 	 
	
 

	 	 
	 	 
	
 

	 	 


(SOCIAL SECURITY OR TAX IDENTIFICATION
NUMBER(S))


 


of the Warrants represented by this
Warrant Certificate, and hereby irrevocably constitute and appoint                     
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


Dated:


 


	 
	
 


	(SIGNATURE(S))


 


NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.


 


Signature(s) Guaranteed:


 


	 	 	 
	By	 	
 




 


THE SIGNATURE(S) MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


 


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