NON-QUALIFIED
STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE ATOSSA GENETICS INC.

2010 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Optionee:	_________________________________________
	 	 
	No. of Option Shares:	______________________
	 	 
	Option Exercise Price per Share:	$_____________________
	 	[FMV on Grant Date]
	 	 
	Grant Date:	______________________
	 	 
	Expiration Date:	______________________
	 	[No more than 10 years]


 


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 to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the
“Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares
of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price
per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended
to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.


 


1.          Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set
forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability
schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated:


 


	Incremental Number of
 Option Shares Exercisable	 	Exercisability Date
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________


 


In the event of the termination of the Optionee’s
service as a director of the Company because of death, this Stock Option shall become immediately exercisable in full, whether
or not exercisable at such time. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior
to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.


 



    	 



    	 



    

 


2.          Manner
of Exercise.


 


(a)          The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option
Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price for the Option
Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable
to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions
under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the
Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in
the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition
of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the
number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed
the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received
subject to collection.


 


The transfer to the Optionee on the records
of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee
of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained
herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement
or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise
of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation
method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares
attested to.


 


(b)          The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company
or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or
regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator
as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to
the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon,
the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.


 



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(c)          The
minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the
number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under
this Stock Option at the time.


 


(d)          Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 


3.          Termination
as Director. If the Optionee ceases to be a Director of the Company, the period within which to exercise the Stock Option may
be subject to earlier termination as set forth below.


 


(a)          Termination
Due to Death. If the Optionee ceases to be a Director by reason of the Optionee’s death, any portion of this Stock Option
outstanding on such date may be exercised by the Optionee’s legal representative or legatee for a period of 12 months from
the date of death or until the Expiration Date, if earlier.


 


(b)          Termination
Due to Disability. If the Optionee ceases to be a Director by reason of the Optionee’s disability (as determined by the
Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be
exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier.


 


(c)          Other
Termination. If the Optionee ceases to be a Director for any reason other than the Optionee’s death or disability, and
unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date, to the extent exercisable,
may be exercised for a period of six months from the date of termination or until the Expiration Date, if earlier.


 


4.          Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option 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.


 


5.          Transferability.
This Agreement is personal to the Optionee, 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. This Stock Option is exercisable, during the Optionee’s lifetime,
only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 



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6.          No
Obligation to Continue as a Director. Neither the Plan nor this Stock Option confers upon the Optionee any rights with respect
to continuance as a Director.


 


7.          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 Optionee 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.


 


8.          Amendment.
Pursuant to Section 18 of the Plan, the Administrator may at any time amend or cancel any outstanding portion of this Stock Option,
but no such action may be taken that adversely affects the Optionee’s rights under this Agreement without the Optionee’s
consent.


 


	 	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:  	 	 	 
	 	 	Optionee’s Signature
	 	 	 
	 	 	Optionee’s name and address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


[OPTIONEE SIGNATURE PAGE TO STOCK OPTION
AGREEMENT]