EXHIBIT
10.10

     

    
      
        

      

    

     

    ATOSSA
GENETICS, INC.

    
       

      
        

      

    

     

    Subscription
Agreement

     

    Name
of
Subscriber:_______________________________________________________

     

    Number
of Shares Purchased (______) share
minimum):_________________________

     

    Subscription
Amount ($_______ per share):____________________________________

     

    State
of
Residence:_________________________________________________________

     

    1.    Subscription. The undersigned
hereby subscribes to the number of shares set forth above of the common stock of
Atossa Genetics, Inc. (the “Investment Securities”) a corporation organized and
existing under the laws of the State of Delaware (the “Company”), and agrees to
pay for such Investment Securities the amount set forth above in cash or by
check subject to collection upon execution of this subscription
agreement.

     

    2.    Agreements and Understandings of the
Undersigned. The undersigned agrees and understands that:

     

    2.1.           The
undersigned is entitled to full information about the Company and its
principals. Written materials describing the Company and the Investment
Securities (the “Investment Documents”) have been furnished to the undersigned
prior to execution of this subscription agreement and the undersigned has been
given the time required to read such materials, alone or with the undersigned’s
advisor(s).

    


    2.2.           If
the undersigned has made any deposit, escrow or other payment in whole or in
part toward the purchase of the Investment Securities offered hereby before
executing this subscription agreement, the undersigned may elect to either: (i)
ratify the undersigned’s investment and receive a credit in full for such
payment by execution of this subscription agreement; or (ii) have returned on
demand the full amount of such payment, less distributions received by the
undersigned, if any, plus lawful interest, at which time the undersigned will
have no interest in or further obligation in regard to the Investment Securities
offered hereby.

    


    2.3.           The
undersigned (or the entity for which the undersigned is acting, if any) will not
offer or sell all or any part of the undersigned’s Investment Securities until
and unless the Investment Securities are registered under the Securities Act of
1933, as amended and under applicable state laws or unless the undersigned has
delivered to the Company an opinion of counsel satisfactory to it that such
registration is not required.

    


    2.4.           No
Federal or state agency has made any finding or determination as to the fairness
for investment, nor recommendation or endorsement, of the Investment
Securities.

    


    2.5.           If
the undersigned is neither a United States citizen nor a resident of the United
States, then the undersigned agrees: (a) to supply the Company with any and all
information necessary so that the Company may satisfy any and all United States
legal reporting requirements; and (b) to indemnify the Company for any liability
incurred by the Company as a result of its failure to withhold any taxes or
comply with any reporting requirements because
the undersigned did not provide the necessary information to the Company to
enable it to withhold the necessary taxes or fully comply with such
requirements. Furthermore, if the undersigned is a foreign investor who fails to
timely file U.S. Internal Revenue Service Form 4224 with the Company (the first
such Form must be filed in duplicate with the Company prior to the acceptance of
this subscription), the undersigned agrees, at the request of the Company, to
execute any and all documents and instruments requested by the Company in order
to consummate a sale or disposition of the Investment Securities as required to
comply with law.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.6.           If
the undersigned is an organization (other than a cooperative described in
Section 521 of the Internal Revenue Code of 1986, as amended) whose income from
the Company will be exempt from United States income tax, the undersigned shall
so advise the Company.

    


    2.7.           THE OFFERING OF THESE SECURITIES IS
NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AS SUCH THE
UNDERSIGNED MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME BECAUSE THE SECURITIES CANNOT BE SOLD UNLESS THEY ARE
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. RESTRICTIONS WILL BE PLACED ON THE TRANSFERABILITY OF
THE SECURITIES.

    


    2.8.           THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE STATE OR JURISDICTION OF THE UNDERSIGNED’S
RESIDENCE NOR HAS THE STATE OR JURISDICTION OF THE UNDERSIGNED’S RESIDENCE
PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL
MATERIALS.

    


    2.9.           THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     

    3.    Warranties of the
Undersigned.  The undersigned represents and warrants
that:

     

    3.1.           The
undersigned has reached the age of majority in the state or country in which the
undersigned resides.

    


    3.2.           The
undersigned (or the entity for which the undersigned is acting, if any) intends
to retain indefinitely, and has no present arrangement, understanding or
agreement for disposing of the Investment Securities and takes such Investment
Securities solely for the account of the name(s) which appear
below.

    


    3.3.           If
a trust, corporation, partnership, or other entity, the undersigned: (i) is duly
organized and validly existing under the laws of the state of formation; (ii) is
duly authorized and empowered to purchase the Investment Securities; (iii) was
not organized exclusively for the purpose of acquiring the Investment Securities
and has an independent reason for existence beyond such investment; (iv) has
duly authorized the signatory hereto to execute this subscription agreement on
behalf of the undersigned, and, upon such execution, the subscription agreement
and any related documents shall be a binding obligation of the undersigned; and
(v) will, upon request of counsel to the Company, furnish evidence of the
representations and warranties of this subparagraph, including certified copies
of the certificate (articles) of incorporation, articles of (limited)
partnership, or other creating or implementing documents.

    


    3.4.           If
the undersigned is not an Accredited Investor (described hereinafter) under
Regulation D of the General Rules and Regulations of the Securities and Exchange
Commission, the undersigned, either alone or with an advisor(s), has such
knowledge and experience in financial and business matters that the undersigned
is capable of evaluating the merits and risks of the prospective
investment.

    


    3.5.           It
has been called to the undersigned’s attention that this investment involves a
high degree of risk, and no assurances are or have been made regarding the
economic advantages, if any, which may inure to the benefit of investors. The
economic benefit from an investment in the Investment Securities depends on the
ability of the Company to successfully conduct its business activities. The
accomplishment of such goals in turn depends on many factors beyond the control
of the Company or its management. Accordingly, the suitability for any
particular investor of a purchase of the Investment Securities will depend upon,
among other things, such investor’s investment objectives and such investor’s
ability to accept speculative risks, including the risk of a total loss of
investment in the Investment Securities. The undersigned and the undersigned’s
advisor(s), if any, have carefully reviewed and understand the risk of, and
other considerations relating to, a purchase of the Investment
Securities.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    3.6.           The
undersigned is able to bear the economic risks of this investment, is able to
hold the Investment Securities for an indefinite period of time, and has
sufficient net worth to sustain a loss of the entire investment in the Company
in the event such loss should occur.

    


    3.7.           The
undersigned and the undersigned’s advisor(s), if any, have relied only upon the
information contained in the Investment Documents made available to the
undersigned and the undersigned’s advisor(s). Any other information concerning
this offering, whether oral or written, may be incomplete or inaccurate. Only
the Investment Documents are intended to be an accurate description of the
offering and its terms.

    


    3.8.           The
Company has answered all inquiries that the undersigned and the undersigned’s
advisor(s), if any, have made of it concerning the Company or any other matters
relating to the business and proposed operation of the Company and the offer and
sale of the Investment Securities. No oral statement, printed material, or
inducement which is contrary to the information contained in the Investment
Documents has been given or made by or on behalf of the Company to the
undersigned or the undersigned’s advisor(s), if any.

    


    3.9.           All
of the representations and information provided by the undersigned in this
subscription agreement and any additional information which the undersigned has
furnished to the Company with respect to the undersigned’s financial position
and business experience is accurate and complete as of the date that this
subscription agreement was executed by the undersigned. If there should be any
material adverse change in such representations or information prior to the sale
of the Investment Securities subscribed for herein to the undersigned, the
undersigned will immediately furnish accurate and complete information
concerning any such material change to the Company.

    


    3.10.           The
undersigned represents, if the undersigned is subject to the Employee Retirement
Income Security Act of 1974 (“ERISA”), that in making the proposed investment
the undersigned is aware of and has taken into consideration the diversification
requirements of Section 404(a)(1)(C) of ERISA, and has concluded that the
proposed investment is a prudent one.

    


    4.    “Non-Resident Alien” Status (if
applicable). By indication below, the undersigned represents and warrants
that the undersigned (or the entity for which the undersigned is acting, if any)
is not a citizen of the United States or Canada and is not, and has no present
intention of becoming, a resident of the United States (defined as being any
natural person physically present within the United States for at least 183 days
in a 12-month consecutive period or any entity who maintained an office in the
United States at any time during a 12-month consecutive period). The undersigned
understands that the Company may rely upon the representations and warranty of
this paragraph as a basis for an exemption from registration of the Investment
Securities under the Securities Act of 1933, as amended, and the provisions of
relevant state securities laws.

    


    _____
CHECK HERE IF NOT A CITIZEN/RESIDENT OF THE UNITED
STATES OR CANADA.

     

    5.    “Accredited Investor”
Status.  Unless indicated otherwise herein, the undersigned
falls within one of the following definitions of Accredited
Investor:

     

    For
individuals:

     

    
      	
              ○

            	
              The
      undersigned is a natural person whose individual net worth, or joint net
      worth with spouse, exceeds $1,000,000 at the time of purchase of the
      Investment Securities.

            


    

    


    
      	
              ○

            	
              The
      undersigned is a natural person who had an individual income in excess of
      $200,000 in each of the last two years or joint income with spouse in
      excess of $300,000 in each of those years and reasonably expects to reach
      the same income level in the current
year.

            


    

    


    
      	
              ○

            	
              The
      undersigned is either a director, executive officer or general partner of
      the Company, or adirector,
      executive officer or general partner of a general partner of the
      Company.

            


    

    


    If an
Accredited Investor, the undersigned further certifies that: (i) the undersigned
(or the undersigned’s professional advisor(s)) has the capacity to protect the
undersigned’s interests in this investment; (ii) the undersigned is able to bear
the economic risks of this investment; and (iii) the amount of the investment
does not exceed 10% of the undersigned’s net worth or joint net worth with
spouse.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    For
entities:

     

    
      	
              ○

            	
              The
      undersigned is an institutional investor as provided in Regulation Section
      230.501(a)(1) under the Securities Act of
1933.

            


    

    


    
      	
              ○

            	
              The
      undersigned is a private business development company within the meaning
      of Section 202(a)(22) of the Investment Advisers Act of
    1940.

            


    

    


    
      	
              ○

            	
              The
      undersigned is any organization described in Section 501©(3) of the
      Internal Revenue Code, not formed for the specific purpose of acquiring
      the Investment Securities, with total assets in excess of
      $5,000,000.

            


    

    


    
      	
              ○

            	
              The
      undersigned is a trust with total assets in excess of $5,000,000, not
      formed for the special purpose of acquiring the Investment Securities,
      whose investment is directed by a person described in Regulation Section
      230.506(b)(2)(ii) under the Securities Act of
  1933.

            


    

     

    
      	
              ○ 

            	
              The
      undersigned is an entity owned entirely by any of the persons described
      above.

            


    

     

    6.    Suitability Information for Investors
who are not Accredited Investors.  If the undersigned does
not meet the definition
above of an Accredited Investor, the undersigned must be able to check the
following category as applicable.

     

    IF
NOT AN ACCREDITED INVESTOR YOU MUST BE ABLE TO CHECK THIS CATEGORY:

     

    
      	
              _____

            	
              I
      have such knowledge and experience in financial and business matters that
      I (alone or together with a Purchaser Representative) am capable of
      evaluating the merits and risks of this
  investment.

            


    

     

    If the
undersigned is not an Accredited Investor, the Company may require that the
undersigned utilize the services of a Purchaser Representative or equivalent
advisor who may be required to complete a Purchaser Representative
Questionnaire.

     

    7.    Acceptance and Conditions of
Investment.

     

    The
undersigned agrees and is aware that:

     

    7.1.           The
Company reserves the unrestricted right to reject any subscription, and no
subscription will be
binding unless and until accepted by it.  A subscription from a
non-accredited investor will not be accepted if the maximum limitation on the
number of non-accredited investors has already been reached.

     

    7.2.           A
legend in substantially the following form will be placed on any certificate(s)
evidencing the Investment Securities:

     

    THESE
SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY ANY INVESTOR
TO ANY OTHER PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE LAW OF THE STATE OR
JURISDICTION WHERE SOLD, TRANSFERRED OR DISPOSED OF, UNLESS SUCH SALE, TRANSFER
OR DISPOSITION SHALL QUALIFY UNDER AN ALLOWED EXEMPTION TO SUCH
REGISTRATION.

    


    7.3.           Stop
transfer instructions will be placed with respect to the Investment Securities
so as to restrict resale or other transfer thereof subject to further items
hereof, including the provisions of the legend set forth above.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    7.4.           Unless
otherwise provided by law, the legend and stop transfer instructions described
above will be placed with respect to any new certificate(s) or other document(s)
issued upon presentment by the undersigned of certificate(s) or other
document(s) for transfer.

    


    8.    Registration
Rights.  The undersigned, or subsequent holder of the
Investment Securities, shall have the right to have the Investment Securities
included in the first registration statement effected by the Company for any of
its stock or other securities under the Securities Act of 1933, as amended,
(other than a registration statement relating solely to the sale of securities
to participants in a Company stock plan, a Form S-4 registration statement, or a
registration on any other form which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Investment Securities). Holders who wish their
Investment Securities included in such registration statement shall comply with
reasonable conditions imposed by the Company, including the furnishing of
certain information required to be included in the registration statement. The
expenses of the registration statement will be borne by the Company except for
expenses (such as the advice of an attorney, accountant or financial advisor)
incurred by the holder individually.

     

    9.    Accuracy of Information
Given.  The undersigned certifies that the undersigned has
given the information contained herein to the best of the undersigned’s
knowledge and answers thereto are complete and accurate. The undersigned agrees
that the foregoing representations and warranties shall survive the purchase of
the Investment Securities as well as any acceptance of this subscription for the
Investment Securities.

     

    10.  Election of Purchaser
Representative.  The undersigned understands that the
undersigned is entitled to be advised by a Purchaser Representative or an
equivalent advisor in making a decision to invest and that (unless the
undersigned is an Accredited Investor) the undersigned must be so advised if the
undersigned does not have sufficient knowledge and experience in financial and
business matters to evaluate the merits and risks of this
investment.

     

    11.  Indemnification.  The
undersigned acknowledges that the undersigned understands the meaning and legal
consequences of the representations and warranties hereof, and hereby agrees to
indemnify and hold harmless the Company, its affiliates, attorneys, accountants,
agents, employees and any selling securityholder from and against any and all
loss, damage or liability, including, without limitation, reasonable attorneys
fees incurred as a result of such breach, due to or arising out of a breach of
any such representations or warranties. This indemnification shall not require
that the Company shall have been determined by any Federal, state or other
authority or person to have qualified for any exemption from the registration
provisions of Federal or state securities laws, rules or
regulations.

     

    12.  Arbitration.  The
undersigned hereby agrees that any and all claims (other than claims for
injunctive or other equitable relief) now or at any time hereafter as to which
the Company, its affiliates, attorneys, accountants, agents or employees and the
undersigned, the undersigned’s successors or assigns may be adverse parties,
whether arising out of this agreement or from any other cause, will be resolved
by arbitration before the American Arbitration Association.  Each
party irrevocably consents to subject matter and personal jurisdiction before
the American Arbitration Association.  The parties covenant that under
no conditions will any of them file any action at law against any other or bring
any claim in any forum other than before the American Arbitration Association,
and they agree that any litigation, if filed, shall be immediately dismissed
upon application and shall be referred for arbitration hereunder with costs and
attorneys’ fees to the prevailing party.  The situs of arbitration and
any counterclaims shall be selected by the person against whom arbitration is
sought provided that such situs is within the United States and is the situs of
such person’s principal residence or place of business.  Any dispute
concerning situs shall be determined by the American Arbitration
Association.

    


    The
parties shall restrict themselves to claims for compensatory
damages.  No claims shall be made by any party for lost profits,
punitive or similar damages.  The parties agree that any award or
decision by the American Arbitration Association shall be final and
non-appealable except as to errors of law.  Any appeal from an award
of the arbitrator shall be taken to the appropriate court having jurisdiction
over the situs of the arbitration.  No bond shall be required of any
party on appeal, and no enforcement of the award shall be granted until a
determination of the appeal is final or until time to take an appeal has
expired.  Each party shall pay their own attorneys fees and costs of
the arbitration and any appeal.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    It is the
intent of the parties and their affiliates to deal with all disputes between
them by arbitration to the maximum degree allowed by law (including claims
against any party’s current or former attorneys, accountants, agents, employees,
successors or assigns), and if any claim or claims should be held not subject to
arbitration, only such claim or claims shall be excluded from this
paragraph.

    


    PLEASE
EXECUTE THE ATTACHED SIGNATURE PAGE


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

      
        

      

       

    

    ATOSSA
GENETICS, INC.

    
       

      
        

      

       

    

    Signature
Page to Subscription Agreement

      

    ____________________________________________________________________________

    Name of
Subscriber

    


    ____________________________________________________________________________

    Street

    


    ____________________________________________________________________________

    City,
State, Zip Code

    


    $___________________________________________________________________________

    Amount of
Subscription

    


    By__________________________________________________________________________

    Signature

    


    Date_________________________________________________________________________

    


    Taxpayer
Identification
Number___________________________________________________

    (Social
Security number for individuals)

    


    
      Status (if not
individual):

    

    


    
      
        
          	
                  (  )  Trust

                	
                  (  )  Corporation

                
	
                  (  )  Partnership

                	
                  (  )  Other_________________

                
	
                  (  )  IRA

                	
                  (describe)

                


        

      

    

    


    
      Title to be Taken By (if not
individual):

    

    


    
      (  )  Joint
Tenant with ________________________________

    

    
      (name of
co-tenant)

    

    


    
      (  )  Other
(describe):_________________________________

    

    


    
      Accepted:

    

    


    
      ATOSSA
GENETICS, INC.

    

    


    By:_________________________________________

    


    Date:


    
      
         


      

      
        7