EXHIBIT 4.31


 


WARRANT CERTIFICATE


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT
BE SOLD, OR OFFERED FOR SALE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES, OR AN OPINION OF COUNSEL
OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


	No. CAM- 2013-001	250,000 Warrants


 


This Warrant Certificate certifies that Cantone
Asset Management LLC, or its assigns, is the Holder of Two hundred fifty thousand (250,000) Warrants (the “CAM Warrants”)
to purchase initially, at any time after the date hereof until 5:00 p.m. Eastern Time on August 1, 2016, (“Expiration
Date”), up to Two hundred fifty thousand (250,000) shares of common stock (“Common Stock”), of American
Bio Medica Corporation, a New York corporation (the “Company”), at the exercise price of $0.14 per share of
Common Stock (“Exercise Price”) upon surrender of this Warrant Certificate and payment of the Exercise Price, subject
to the conditions set forth herein. Payment of the Exercise Price shall be in the form of a certified or bank cashier’s check
payable to the order of the Company in an amount equal to the Exercise Price multiplied by the number of CAM Warrants being exercised.


 


The CAM Warrants may be exercised only to
the extent that the Company shall have delivered Series A Debentures and received the net purchase price therefore. No Warrant
may be exercised after 5:00 p.m., Eastern Time, on the Expiration Date, at which time all CAM Warrants evidenced hereby, unless
exercised prior thereto, hereby shall thereafter be void.


 


The CAM Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of CAM Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the Company and the Holders of the CAM Warrants.


 


Upon due presentment for registration of transfer
of this Warrant Certificate and executed form of assignment as attached hereto at the office of the Company, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of CAM Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided herein, without any charge except for any tax or
other governmental charge imposed in connection with such transfer.


 


Upon the exercise of less than all of the
CAM Warrants evidenced by this Warrant Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate
representing such unexercised CAM Warrants.


 


The Company may deem and
treat the Holder(s) hereof as reflected on the records of the Company 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, and of any distribution
to the Holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary.


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed under its corporate seal.


 


Dated as of October 7, 2013


 


American Bio Medica Corporation


 


	/S/ Melissa A. Waterhouse	 
	BY: Melissa A. Waterhouse	 
	ITS: EVP, CCO, SEC	 


 


(CORPORATE SEAL)


 




    	 



    	 



    

 


ELECTION TO PURCHASE


 


The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, to purchase ___________ Shares of Common Stock.


 


The undersigned requests that a certificate
for such Common Stock be registered in the name of _________________________________________, whose address is ___________________________________________________________
and that such Certificate be delivered to ____________________________________ whose address is _______________________________________________________.


 


Dated: _________________, 20____


 


Signature:


 


	 	 


BY:


ITS:


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


 


	 	 


(Insert Social Security or Other Identifying Number of Holder)


 




    	 



    	 



    

 


ASSIGNMENT


 


(To be executed by the Holder if such Holder to transfer the
Warrant Certificate.)


 


FOR VALUE RECEIVED


 


________________________________________________________________
hereby sells, assigns and transfers unto


 


	 
	 
	 


(Please print name and address of transferee)


 


this Warrant Certificate, together with all right, title and
interest therein, and does hereby authorize the transfer of the within Warrant Certificate on the books of American Bio Medica
Corporation, with full power of substitution.


 


Dated:


 


	 	 
	 	 
	Signature:	 
	 	 
	 	 


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


 


	 	 


(Insert Social Security or Other Identifying Number of Holder)