Exhibit 10.2


 





Atossa Genetics Inc.


2345 Eastlake Ave. East, Suite 201


Seattle, WA 98102


 


Gentlemen:


 


The undersigned (the “Investor”)
hereby confirms its agreement with Atossa Genetics Inc., a Delaware corporation (the “Company”), as follows:


 


1.     This
Subscription Agreement, including the Terms and Conditions For Purchase of Securities attached hereto as Annex I (collectively,
this “Agreement”) is made as of the date set forth below between the Company and the Investor.


 


2.     The
Company has authorized the sale and issuance to certain investors of up to an aggregate of (i) 1,829,003 shares (the “Shares”)
of its common stock, par value $0.001 per share (the “Common Stock”), and, in the case of certain investors,
(ii) Prefunded Warrants (each, a “Warrant” and, collectively, the “Warrants”) to purchase
up to an aggregate of 3,610,997 shares of Common Stock (the “Warrant Shares”), in substantially the form attached
hereto as Exhibit B. The Shares are being sold at a public offerig price of $1.15 and the Warrants are being sold
at a public offering price of $1.14 per Warrant. The Shares, the Warrants and the Warrant Shares are collectively referred
to herein as the “Securities”.


 


3.     The
offering and sale of the Securities (the “Offering”) are being made pursuant to an effective Registration Statement
on Form S-3, File No. 333-192390 (the “Registration Statement”) filed by the Company with the Securities and
Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities
Act”) (including the prospectus contained therein (the “Base Prospectus”) and a prospectus supplement
to be filed with the Commission setting forth information relating to the terms of the Offering (the “Prospectus Supplement”).
The Base Prospectus and the Prospectus Supplement are collectively referred to herein as the “Prospectus.”


 


4.     The
Company and the Investor agree that at the Closing the Investor will purchase from the Company and the Company will issue and
sell to the Investor the Shares and, if applicable, the Warrants set forth below for the aggregate purchase price set forth below
(the “Purchase Price”). The Shares and, if applicable, the Warrants shall be purchased pursuant to the Terms
and Conditions for Purchase of Securities attached hereto as Annex I and incorporated herein by this reference as
if fully set forth herein. The Investor acknowledges that the Offering is not being underwritten by the placement agent (the
“Placement Agent”) for the Offering,, that there is no minimum offering amount and that there is no
escrow of funds.


 


5.     Settlement
of the Shares purchased by the Investor shall as follows:


 


Delivery versus
payment (“DVP”) through DTC (i.e., on the Closing Date, the Company shall issue Shares registered in
the Investor’s name and address as set forth below and released by VStock Transfer, LLC, the Company’s transfer agent
(the “Transfer Agent”) directly to the account(s) at Roth Capital Partners, LLC (“Roth”)
identified by the Investor; upon receipt of such Shares, Roth shall promptly electronically deliver such Shares to the Investor,
and simultaneously therewith payment shall be made by Roth by wire transfer to the Company). NO LATER THAN ONE (1) BUSINESS
DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:


 






    	 



    	 



    

 


		(I)	NOTIFY ROTH OF THE ACCOUNT OR ACCOUNTS AT ROTH TO BE CREDITED WITH
THE SHARES BEING PURCHASED BY SUCH INVESTOR, AND



 


		(II)	CONFIRM THAT THE ACCOUNT OR ACCOUNTS AT ROTH TO BE CREDITED WITH
THE SHARES BEING PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES AND WARRANTS
BEING PURCHASED BY THE INVESTOR.



 


IT IS THE INVESTOR’S RESPONSIBILITY
TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT
BY WAY OF DWAC OR DVP IN A TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE SHARES AND THE
WARRANTS OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES AND THE WARRANTS MAY NOT BE DELIVERED
AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER, AT THE COMPANY’S ELECTION.


 


6.     The
executed Warrants, if any, purchased by the Investor shall be delivered to the Investor by mail, registered in such names and
sent to such address as specified by the Investor below.


 


7.     The
Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within
the past three years with the Company or persons known to it to be affiliates of the Company, (b) it is not a member of the
Financial Industry Regulatory Authority, Inc. (“FINRA”) or an Associated Person (as such term is defined under
the FINRA’s NASD Membership and Registration Rules Section 1011) as of the Closing, and (c) neither the Investor nor
any group of Investors (as identified in a public filing made with the Commission) of which the Investor is a part in connection
with the Offering, acquired, or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible into
or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis. Exceptions: 


 


____________________________________________________________________


 


(If no exceptions,
write “none.” If left blank, response will be deemed to be “none.”)


 


8.     The
Investor represents that it has received (or otherwise had made available to it by the filing by the Company of an electronic
version thereof with the Commission) the Base Prospectus, the documents incorporated by reference therein and any free writing
prospectus (collectively, the “Disclosure Package”), prior to or in connection with the receipt of this
Agreement. The Investor acknowledges that, prior to the delivery of this Agreement to the Company, the Investor will receive certain
additional information regarding the Offering, including pricing information and the terms of the Warrants (the “Offering
Information”). Such information may be provided to the Investor by any means permitted under the Securities Act,
including the Prospectus Supplement, a free writing prospectus and oral communications.


 






    	 



    	 



    

 


9.     No
offer by the Investor to buy Shares and, if applicable, Warrants will be accepted and no part of the Purchase Price will be delivered
to the Company until the Investor has received or has public access to the Offering Information and the Company has accepted such
offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment
of any kind, at any time prior to the Company (or Roth on behalf of the Company) sending (orally, in writing or by electronic
mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind
until the Investor has been delivered the Offering Information and this Agreement is accepted and countersigned by or on
behalf of the Company.


 


10.   The
Company acknowledges that the only material, non-public information relating to the Company or its subsidiaries that the Company,
its employees or agents has provided to the Investor in connection with the Offering prior to the date hereof is the existence
of the Offering.


 






    	 



    	 



    

 


Number of Shares:
_______________________


 


Purchase Price per Share: $1.15


 


If applicable, number of Warrant Shares subject to Warrants
_______________________


 


Purchase Price per Warrant: $1.14


 


Aggregate Purchase Price: $
_______________________


 


Please confirm that the foregoing correctly
sets forth the agreement between us by signing in the space provided below for that purpose.


 


	 	Dated as of: June 5, 2015
	 	 	 	 
	 	 	 
	 	INVESTOR	 



 






	 	By:	 	 






	 	Print Name:	 	 






	 	Title:	 	 






	 	Address:	 	




 


Agreed and Accepted

this 5th day of June, 2015:


 


ATOSSA GENETICS INC.


 


	By:		 	 
			Title:	 	




 





 






    	 



    	 



    

 


annex
I



TERMS AND CONDITIONS FOR PURCHASE OF SECURITIES


 


1.     Authorization
and Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the
Securities.


 


2.     Agreement
to Sell and Purchase the Securities; Placement Agent.


 


2.1     At
the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions set forth herein, the number of Shares and, if applicable, the number of Warrants set forth on
the last page of the Agreement to which these Terms and Conditions for Purchase of Securities are attached as Annex I
(the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page.


 


2.2     Investor
acknowledges that the Company has agreed to pay Roth Capital Partners, LLC (the “Placement Agent”) a
fee (the “Placement Fee”) and to reimburse the Placement Agent for certain expenses in respect
of the sale of the Shares and the Warrants to the Investor.


 


2.3     The
Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other
Investors”) and expects to complete sales of Shares and Warrants to them. The Investor and the Other Investors
are hereinafter sometimes collectively referred to as the “Investors,” and this Agreement and the
Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.”


 


2.4     The
Company has entered into a Placement Agent Agreement, dated the date hereof, (the “Placement Agreement”),
with the Placement Agent that contains certain representations, warranties, covenants and agreements of the Company that may
be relied upon by the Investor, which shall be a third party beneficiary thereof. The Company confirms that neither it nor
any other Person acting on its behalf has provided the Investor or their agents or counsel with any information that constitutes
or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and/or
in the Company’s Current Report on Form 8-K to be filed in connection with the Offering. The Company understands and confirms
that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company.


 


3.     Closings
and Delivery of the Securities and Funds.


 


3.1     Closing.
The completion of the purchase and sale of the Shares and, if applicable, the Warrants
(the “Closing”) shall occur at a place and time (the “Closing Date”) to
be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement
Agent, in accordance with Rule 15c6-l promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). At the Closing, (a) the Company shall cause VStock Transfer, LLC, the Company’s “Transfer
Agent”, to deliver to the Investor the number of Shares set forth on the Signature Page registered in the name
of the Investor or, if so indicated on the Investor Questionnaire attached hereto as Exhibit A, in the name of a nominee
designated by the Investor, (b) if applicable, the Company shall cause to be delivered to the Investor a Warrant for the number
of Warrant Shares set forth on the Signature Page and (c) the aggregate purchase price for the Shares and, if applicable, the
Warrants being purchased by the Investor will be delivered by or on behalf of the Investor to the Company.


 






    	 



    	 



    

 


3.2     Conditions
to the Obligations of the Parties. 


 


(a)     Conditions
to the Company’s Obligations. The Company’s obligation to issue and sell the Shares and, if applicable, the
Warrants to the Investor shall be subject to: (i) the receipt by the Company of the aggregate Purchase Price as set forth
on the Signature Page and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment
of those undertakings of the Investor to be fulfilled prior to the Closing Date.


 


(b)     Conditions
to the Investor’s Obligations. The Investor’s obligation to purchase the Shares and, if applicable,
the Warrants will be subject to the accuracy of the representations and warranties made by the Company and the fulfillment
of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in
the Placement Agreement, and to the condition that the Placement Agent shall not have: (a) terminated the Placement Agreement
pursuant to the terms thereof or (b) determined that the conditions to the closing in the Placement Agreement have not been
satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors
of the Shares and, if applicable, the Warrants that they have agreed to purchase from the Company. The Investor understands and
agrees that, in the event that the Placement Agent in its sole discretion determines that the conditions to closing in the Placement
Agreement have not been satisfied or if the Placement Agreement may be terminated for any other reason permitted by such Placement
Agreement, then the Placement Agent may, but shall not be obligated to, terminate such Agreement, which shall have the effect of
terminating this Subscription Agreement pursuant to Section 15 below.


 


3.3     Delivery
of Funds.


 


(a)     Delivery
Versus Payment through The Depository Trust Company. No later than one (1) business day after the execution of this
Agreement by the Investor and the Company, the Investor shall confirm that the account or accounts at the Placement Agent
to be credited with the Shares being purchased by the Investor have a minimum balance equal to the aggregate purchase price
for the Shares and, if applicable, the Warrants being purchased by the Investor.


 


3.4     Delivery
of Shares.


 


(a)     Delivery Versus
Payment through The Depository Trust Company. No later than one (1) business day after the execution of this Agreement
by the Investor and the Company, the Investor shall notify the Placement Agent of the account or accounts at the Placement
Agent to be credited with the Shares being purchased by such Investor. On the Closing Date, the Company shall deliver the Shares
to the Investor through DTC directly to the account(s) at the Placement identified by Investor. Upon receipt of such Shares, the
Placement Agent shall promptly electronically deliver such Shares to the Investor, and simultaneously therewith payment shall
be made by the Placement Agent by wire transfer to the Company.


 






    	 



    	 



    

 


4.     Representations,
Warranties and Covenants of the Investor.


 


The Investor acknowledges,
represents and warrants to, and agrees with, the Company and the Placement Agent that:


 


4.1     The
Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments
in securities presenting an investment decision like that involved in the purchase of the Securities, including investments
in securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page
and the Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct
as of the Closing Date and (c) in connection with its decision to purchase the Shares and, if applicable, the Warrants set
forth on the Signature Page, has received (or had full access to) and is relying only upon the Disclosure Package and the
documents incorporated by reference therein and the Offering Information.


 


4.2     (a) No action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent
that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the
issue of the Securities in any jurisdiction outside the United States where action for that purpose is required, (b) if the
Investor is outside the United States, it will comply with all applicable laws and regulations in each foreign jurisdiction
in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material,
in all cases at its own expense and (c) the Placement Agent is not authorized to make and has not made any representation, disclosure
or use of any information in connection with the issue, placement, purchase and sale of the Securities, except as set forth or
incorporated by reference in the Base Prospectus, the Prospectus Supplement or any free writing prospectus.


 


4.3     (a)
The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated
hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b)
this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except
as to the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying
any law, rule or regulation (including any federal or state securities law, rule or regulation).


 


4.4     The
Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package, the Offering Information or any other
materials presented to the Investor in connection with the purchase and sale of the Shares and, if applicable, the Warrants constitutes
legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation
as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares and, if applicable,
the Warrants. The Investor also understands that there is no established public trading market for the Warrants being offered
in the Offering, and that the Company does not expect such a market to develop. In addition, the Company does not intend to apply
for listing of the Warrants on any securities exchange or other trading market. The Investor understands that without an active
market, the liquidity of the Warrants will be limited. 


 






    	 



    	 



    

 


4.5     The
Investor will maintain the confidentiality of all information acquired as a result of the transactions contemplated hereby prior
to the public disclosure of that information by the Company in accordance with Section 13 of this Annex.


 


4.6     Since
the time at which the Placement Agent first contacted such Investor about the Offering, the Investor has not disclosed any information
regarding the Offering provided to the Investor to any third parties (other than its legal, accounting and other advisors) and
has not engaged in any purchases or sales of the securities of the Company (including, without limitation, any Short Sales (as
defined herein) involving the Company’s securities). The Investor covenants that it will not engage in any purchases or
sales of the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement
are publicly disclosed. The Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to
cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof,
“Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges,
forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in
Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions
through non-U.S. broker dealers or foreign regulated brokers.


 


5.     Survival
of Representations, Warranties and Agreements; Third Party Beneficiary. Notwithstanding any investigation made by any
party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the
Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and,
if applicable, Warrants being purchased and the payment therefor. The Placement Agent shall be a third party beneficiary with
respect to the representations, warranties and agreements of the Investor in Section 4 hereof.


 


6.     Notices.
All notices, requests, consents and other communications hereunder will be in writing, will be mailed (a) if within the
domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage
prepaid, or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and
will be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed,
(ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International
Federal Express, two business days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt
and will be delivered and addressed as follows


 


if to the
Company, to:


 


Atossa Genetics
Inc.


2345 Eastlake
Ave. East, Suite 201


Seattle, Washington
98102


Attn: Chief
Executive Officer


Facsimile:
(260) 430-1288




with a copy (which shall not constitute notice) to:


 


Gibson Dunn & Crutcher LLP


555 Mission St, Suite 3000,


San Francisco, CA 94105


Attn: Ryan A. Murr


Facsimile: (415) 374-8430


 






    	 



    	 



    

 


(a)     if
to the Investor, at its address on the Signature Page hereto, or at such other address or addresses as may have been furnished
to the Company in writing.


 


7.     Changes.
This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the
Investor.


 


8.     Headings.
The headings of the various sections of this Agreement have been inserted for convenience of reference only and will
not be deemed to be part of this Agreement.


 


9.     Severability.
In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


10.   Governing
Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New
York, without giving effect to the principles of conflicts of law that would require the application of the laws of any other
jurisdiction.


 


11.   Counterparts.
This Agreement may be executed in two or more counterparts, each of which will constitute an original, but all of which, when
taken together, will constitute but one instrument, and will become effective when one or more counterparts have been signed by
each party hereto and delivered to the other parties. The Company and the Investor acknowledge and agree that the Company shall
deliver its counterpart to the Investor along with the Prospectus Supplement (or the filing by the Company of an electronic
version thereof with the Commission).


 


12.   Confirmation
of Sale. The Investor acknowledges and agrees that such Investor’s receipt of the Company’s signed counterpart
to this Agreement, together with the Prospectus Supplement (or the filing by the Company of an electronic version thereof
with the Commission), shall constitute written confirmation of the Company’s sale of the Shares and, if applicable, the Warrants
to such Investor.


 






    	 



    	 



    

 


13.   Press
Release. The Company and the Investor agree that the Company shall (a) prior to the opening of the financial markets in New
York City on June 5, 2015 issue a press release announcing the Offering and disclosing all material information regarding the Offering
and any other material non-public information provided to the Investor and (b) as promptly as practicable thereafter file a current
report on Form 8-K with the Commission including, but not limited to, a form of this Agreement and the form of Warrant as exhibits
thereto. In addition, effective upon the issuance of the press release, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their
respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on
the other hand, shall terminate. The Company shall not, and shall cause each of its subsidiaries and its and each of their respective
officers, directors, employees, affiliates and agents, not to, provide the Investor with any material, nonpublic information regarding
the Company or any of its subsidiaries from and after the date hereof without the express prior written consent of the Investor.
To the extent that the Company, any subsidiary or any of their respective officers, directors, affiliates, employees or agents
delivers any material, non-public information to the Investor without the Investor's consent, the Company hereby covenants and
agrees that the Investor shall not have any duty of confidentiality to the Company, any of its subsidiaries or any of their respective
officers, directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis
of, such material, non-public information.


 


14.   Other
Matters. The Company hereby represents and warrants to the Investor that the Company is not, and has never been, an issuer
identified in, or subject to, Rule 144(i) under the Securities Act.


 


15.   Termination.
In the event that the Placement Agreement is terminated by the Placement Agent pursuant to the terms thereof, this Agreement
shall terminate without any further action on the part of the parties hereto


 


16.   Participation
Right.


 


(a)     From
the date hereof until the date that is the six month anniversary of the Closing Date, upon any issuance by the Company or any of
its subsidiaries of Common Stock or securities convertible into, exercisable or exchangeable for, or otherwise representing the
right to acquire shares of Common Stock (“Common Stock Equivalents”) or a combination of thereof (a “Subsequent
Financing”), the Investor shall have the right to participate in up to an amount of the Subsequent Financing equal to
its Pro Rata Portion (as defined below) of 25% of the Subsequent Financing (the “Participation Maximum”) on
the same terms, conditions and price provided for in the Subsequent Financing.


 


(b)     At
least three (3) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Investor a written
notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Investor
if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). 
Upon the request of the Investor, and only upon a request by such Investor, for a Subsequent Financing Notice, the Company shall
promptly, but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Investor. The
Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of
proceeds intended to be raised thereunder and the person or persons through or with whom such Subsequent Financing is proposed
to be effected and shall include a term sheet or similar document relating thereto as an attachment.


 






    	 



    	 



    

 


(c)     If
the Investor desires to participate in such Subsequent Financing, the Investor must provide written notice to the Company by not
later than 5:30 p.m. (New York City time) on the later of the third (3rd) Business Day after it received the Pre-Notice
that such Investor is willing to participate in the Subsequent Financing and (ii) the first (1st) Business Day after
it received the Subsequent Financing Notice (such later date, the “Election Deadline Date”), the amount of such
Investor’s participation, and representing and warranting that such Investor has such funds ready, willing, and available
for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the Investor
on or prior to the Election Deadline Date, such Investor shall be deemed to have notified the Company that it does not elect to
participate.  


 


(d)     If
by 5:30 p.m. (New York City time) on the Election Deadline Date, notifications by the Investor and the Other Investors of their
willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less
than the total amount of the Participation Maximum, then the Company may effect the remaining portion of such Subsequent Financing
on the terms and with the persons set forth in the Subsequent Financing Notice.


 


(e)     If
by 5:30 p.m. (New York City time) on the Election Deadline Date, the Company receives responses to a Subsequent Financing Notice
from the Investor and Other Investors seeking to purchase more than the aggregate amount of the Participation Maximum, the Investor
and each such Other Investor shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. 
“Pro Rata Portion” means the ratio of (x) the Purchase Price of Securities purchased on the Closing Date by
the Investor and (y) the sum of the aggregate Purchase Price of Securities purchased on the Closing Date by the Investor and the
Other Investors participating in the Subsequent Financing.


 


(f)     The
Company must provide the Investor with a second Subsequent Financing Notice, and the Investor will again have the right of participation
set forth above in this Section 16, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated
for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the
initial Subsequent Financing Notice.


 


(g)     The
Company and the Investor agree that if the Investor elects to participate in the Subsequent Financing, the transaction documents
related to the Subsequent Financing shall not include any term or provision whereby such Investor shall be required to agree to
any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination
of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of
such Investor.


 


(h)     Notwithstanding
anything to the contrary in this Section 16 and unless otherwise agreed to by the Investor, the Company shall either confirm in
writing to the Investor that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose
its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Investor will
not be in possession of any material, non-public information, by the seventh (7th) Business Day following delivery of
the Subsequent Financing Notice. If by such seven (7th) Business Day, no public disclosure regarding a transaction with
respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received
by the Investor, such transaction shall be deemed to have been abandoned and the Investor shall not be deemed to be in possession
of any material, non-public information with respect to the Company or any of its subsidiaries.


 


(i)     Notwithstanding
the foregoing, this Section 16 shall not apply in respect of an Exempt Issuance (as defined in Section 17 below).


 


17.     Market
Standoff. From the date hereof until the 3 month anniversary of the Closing Date, neither the Company nor any subsidiary shall
issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common
Stock Equivalents, including, without limitation, any issuances pursuant to any currently outstanding ATM or equity line facility.
Notwithstanding the foregoing, this Section 17 shall not apply in respect of an Exempt Issuance, except that no Variable Rate
Transaction shall be an Exempt Issuance. “Variable Rate Transaction” means a transaction in which the Company
(i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right
to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price
that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the
initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any
agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined
price.


 


“Exempt Issuance”
means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any
stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority
of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b)
shares of Common Stock or options as an “inducement” award pursuant to Nasdaq Listing Rule 5635(c)(4), (c) securities
upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable
for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities
have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price,
exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend
the term of such securities, (d) securities after September 10, 2015 pursuant to the common stock purchase agreement with Aspire
Capital Fund, LLC, dated as of May 26, 2015, including the filing, after the date hereof, of a registration statement with the
Securities and Exchange Commission relating to such agreement, and (e) securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be
to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner
of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in
addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for
the purpose of raising capital or to an entity whose primary business is investing in securities.


 






    	 



    	 



    

 


EXHIBIT A



ATOSSA GENETICS INC.



INVESTOR QUESTIONNAIRE


 


Pursuant to Section 3 of Annex I to the Agreement,
please provide us with the following information:


 


	1.	 	The exact name that your Shares and, if applicable, Warrants are to be registered in.  You may use a nominee name if appropriate:	 	 
	 	 	 	 	 
	2.	 	The relationship between the Investor and the registered holder listed in response to item 1 above:	 	 
	 	 	 	 	 
	3.	 	The mailing address of the registered holder listed in response to item 1 above:	 	 
	 	 	 	 	 
	4.	 	The Social Security Number or Tax Identification Number of the registered holder listed in the response to item 1 above:	 	 
	 	 	 	 	 
	5.	 	Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained):	 	 
	 	 	 	 	 
	6.	 	DTC Participant Number:	 	 
	 	 	 	 	 
	7.	 	Name of Account at DTC Participant being credited with the Shares:	 	 
	 	 	 	 	 
	8.	 	Account Number at DTC Participant being credited with the Shares:	 	 




 


 





    	 



    	 



    

 


EXHIBIT B



FORM OF PRE-FUNDED WARRANT