RESTRICTED
STOCK AWARD AGREEMENT

UNDER THE ATOSSA GENETICS INC.

2010 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:	 
	 	 
	No. of Shares:	 	 
	 	 
	Grant Date:	 	 


 


Pursuant to the Atossa Genetics Inc. 2010
Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Atossa Genetics Inc. (the “Company”)
hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the
Grantee shall receive the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company
specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt
from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered
to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.


 


1.            Acceptance
of Award. The Grantee shall have no rights with respect to this Award unless he or she shall have accepted this Award by (i) signing
and delivering to the Company a copy of this Award Agreement, and (ii) delivering to the Company a stock power endorsed in blank.
Upon acceptance of this Award by the Grantee, the shares of Restricted Stock so accepted shall be issued and held by the Company’s
transfer agent in book entry form, and the Grantee’s name shall be entered as the stockholder of record on the books of the
Company. Thereupon, the Grantee shall have all the rights of a stockholder with respect to such shares, including voting and dividend
rights, subject, however, to the restrictions and conditions specified in Paragraph 2 below.


 


2.            Restrictions
and Conditions.


 


(a)          Any
book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator
in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan.


 


(b)          Shares
of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the
Grantee prior to vesting.


 


(c)          If
the Grantee’s employment (or other service relationship) with the Company and its Subsidiaries is voluntarily or involuntarily
terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted
Stock shall immediately and automatically be forfeited and returned to the Company.


 



    	 



    	 



    

 


3.          Vesting
of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date
or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary (or otherwise
continues to provide services to the Company or a Subsidiary) on such Dates. If a series of Vesting Dates is specified, then the
restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified
as vested on such date.


 


	Number of

Shares Vested	 	Vesting Date
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________


 


 Subsequent to such Vesting Date or Dates,
the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. The Administrator
may at any time accelerate the vesting schedule specified in this Paragraph 3.


 


4.          Dividends.
Dividends on Shares of Restricted Stock shall be paid currently to the Grantee.


 


5.          Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms
and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms
in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6.          Transferability.
This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution.


 


7.          Tax
Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal
income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state,
and local taxes required by law to be withheld on account of such taxable event. Except in the case where an election is made pursuant
to Paragraph 8 below, the Company shall have the authority to cause the required minimum tax withholding obligation to be satisfied,
in whole or in part, by withholding from shares of Stock to be issued or released by the transfer agent a number of shares of Stock
with an aggregate Fair Market Value that would satisfy the withholding amount due.


 


8.          Election
Under Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following the acceptance
of this Award as provided in Paragraph 1 hereof, file with the Internal Revenue Service and the Company an election under Section
83(b) of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the
election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her tax advisors
with regard to the Section 83(b) election and that he or she is relying solely on such advisors and not on any statements or representations
of the Company or any of its agents with regard to such election.


 



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9.          No
Obligation to Continue Employment or Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result
of the Plan or this Agreement to continue the Grantee in employment (or any other service relationship) and neither the Plan nor
this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment (or other
service relationship) of the Grantee at any time.


 


10.         Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered
to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently
furnish to the other party in writing.


 


	 	Atossa
    Genetics Inc.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 



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The foregoing Agreement is hereby accepted
and the terms and conditions thereof hereby agreed to by the undersigned.


 


	Dated:	 	 	 





	 	Grantee’s Signature
	 	 
	 	Grantee’s name and address:
	 	 
	 	
	 	 
	 	 
	 	 
	 	 


 





[GRANTEE SIGNATURE PAGE TO RESTRICTED STOCK
AWARD AGREEMENT]