Exhibit 4.3


 


[Form of Warrant Certificate]


 


[FACE] 


 





	Number: [●]	Warrants to purchase
________ shares



Date of Issue:


 


THIS WARRANT SHALL
BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


ATOSSA GENETICS INC.


 


Warrant Certificate


 


The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock
and are issued or to be issued pursuant to a Warrant Agency Agreement dated as of [________], 2018 (the “Warrant Agreement”),
duly executed and delivered by the Company to VStock Transfer, LLC, a corporation having its principal offices in Woodmere, New
York, as warrant agent (the “Warrant Agent”), 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, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant
Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time
during the Exercise Period set forth in the Warrant Agreement. Notwithstanding the foregoing or anything else herein or in the
Warrant Agreement to the contrary, for so long as the holder continues to hold the Warrant, such holder shall not enter into any
short sale or similar transaction with respect to the Common Stock.  The holder of Warrants evidenced by this Warrant Certificate
may exercise them by delivering (i) this Warrant Certificate, or, in the case of a Book-Entry Warrant Certificate (as defined in
the Warrant Agreement), the Warrants to be exercised (the “Book-Entry Warrants”) as shown on the records
of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the Depository
designated for such purpose in writing by the Warrant Agent to the Depository, (ii) an election to purchase (“Exercise
Notice”), properly executed by the holder hereof on the reverse of this Warrant Certificate or properly executed
by the institution in whose account the Warrant is recorded on the records of the Depository (the “Participant”),
and substantially in the form included on the reverse of this Warrant Certificate and (iii) the Warrant Price for each Warrant
to be exercised in lawful money of the United States by certified or official bank check or by bank wire transfer in immediately
available funds, in each case payable to the Warrant Agent, unless a “cashless exercise” is permitted
under the Warrant Agreement.


 






     


    


    

 


In the event that upon any exercise of
Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not
exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made
to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate,
evidencing the balance of the Warrants remaining after such exercise.


 


Notwithstanding anything else in this
Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the shares of Common Stock is current, except through “cashless exercise” as provided for
in the Warrant Agreement.


 


The Warrant Agreement
provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants
set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof
would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, either round up
to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant or pay such holder cash for such
fractional share in the Company’s sole discretion.


 


Warrant Certificates,
when surrendered at the office of the Warrant Agent designated for such purposes by the Registered Holder thereof in person or
by legal representative or 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 evidencing in the aggregate a like number of Warrants.


 


Upon due presentation
for registration of transfer of this Warrant Certificate at the office 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 tax or
other governmental charge imposed in connection therewith.


 


The Company and the
Warrant Agent may deem and treat the Registered Holder(s) hereof 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 holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of
the Company.


 


[Remainder of page intentionally left
blank.]


 






     


    


    

 






IN WITNESS WHEREOF, the Company has caused
this Warrant Certificate to be duly executed as of the date first written above.


 


	 	ATOSSA GENETICS INC.
	 	 	 
	 	By:	 
			Name:

Title:






 


[Signature
Page to Warrant Certificate]


 











     


    


    

 



NOTICE OF EXERCISE

(To Be Executed Upon Exercise of Warrant)


 


CASH EXERCISE:


 


The undersigned hereby
irrevocably elects to exercise the rights represented by this Warrant Certificate to receive ___________ shares of Common Stock
and herewith tenders payment for such shares to the order of Atossa Genetics Inc. (the “Company”) in
the amount of $_________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered
in the name of _______________________, whose address is _______________________, and that such shares be delivered to _______________________,  whose
address is _______________________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the
name of _______________________, whose address is _______________________, and that such Warrant Certificate be delivered to _______________________,
whose address is _______________________.


 


CASHLESS EXERCISE:


 


In the event that the
Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise, (i) the number of shares that
this Warrant is exercisable for would be determined in accordance with section 3.3.2 of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following:


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of
the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock
purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares be registered in the name of _______________________, whose address is _______________________,
and that such Warrant Certificate be delivered to _______________________, whose address is _______________________.


 


	Date: ____________________, 20__


 


[Signature page follows.]


 






     


    


    


 





	 	Name:
	 	Title:
	 	 
	 	Address:
	 	 
	 	Tax Identification Number:
	 	 
	 	Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate.
    If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of
    the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books
    of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined
    in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).



 


Signature Guaranteed: 


 


THE SIGNATURE(S) SHOULD 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 RULE 17Ad-15).


 



[Signature
Page to Warrant Certificate Notice of Exercise] 













 






     


    


    



 


ASSIGNMENT


 


(FORM OF ASSIGNMENT TO BE EXECUTED IF
WARRANT HOLDER


DESIRES TO TRANSFER WARRANTS EVIDENCED
HEREBY)


 


FOR VALUE RECEIVED, ______ HEREBY SELL(S),
ASSIGN(S) AND TRANSFER(S) UNTO 


 





	 	(Please insert socials security
or other

identifying number of assignee)



 


	


(Please print name and address

including zip code of assignee)


 


the rights represented by the within Warrant
Certificate and does hereby irrevocably constitute and appoint ______ Attorney to transfer said Warrant Certificate on the books
of the Warrant Agent with full power of substitution in the premises.


 


Date: ____________________, 20__





 


[Signature page follows.]


 





[Signature Page to Warrant Certificate
Assignment]


 






     


    


    


 





	 	Name:
	 	Title:
	 	 
	 	Address:
	 	 
	 	Tax Identification Number:
	 	 
	 	Signature must conform in all
respects to the name of the holder as specified on the face of this Warrant Certificate. If Warrant Shares, or a Warrant Certificate
evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered
to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed
by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).


  


Signature Guaranteed: 


 


THE SIGNATURE(S) SHOULD 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 RULE 17Ad-15).


 





[Signature Page to Warrant Certificate
Assignment]