ATOSSA GENETICS, INC.

INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”)
is made effective as of ______, 201_ (the “Effective Date”) by and between Atossa Genetics, Inc., a Delaware
corporation (the “Company”), and _________ (“Indemnitee”).


 


RECITALS


 


WHEREAS, the Company, which is organized
under the General Corporation Law of the State of Delaware (“DGCL”), wishes to enter into this Agreement to
set forth certain rights and obligations of the Indemnitee and the Company with respect to the Indemnitee’s service as a
director or officer of the Company commencing on the Effective Date;


 


WHEREAS, it is essential to the Company
that it be able to retain and attract as directors and officers the most capable persons available;


 


WHEREAS, increased corporate litigation
has subjected directors and officers to litigation risks and expenses, and the limitations on the availability of directors and
officers liability insurance have made it increasingly difficult for the Company to attract and retain such persons;


 


WHEREAS, the Company’s Certificate
of Incorporation and Bylaws (the “Charter” and “Bylaws,” respectively) require it to indemnify
its directors and officers to the fullest extent permitted by law and permit it to make other indemnification arrangements and
agreements;


 


WHEREAS, the Company desires to provide
Indemnitee with specific contractual assurance of Indemnitee’s rights to full indemnification against litigation risks and
expenses, regardless, among other things, of any amendment to or revocation of the Charter or Bylaws or any change in the ownership
of the Company or the composition of its Board of Directors (the “Board”);


 


WHEREAS, the Company intends that this Agreement
provide Indemnitee with greater protection than that which is provided by the Company’s Charter and Bylaws; and


 


WHEREAS, Indemnitee is relying upon the
rights afforded under this Agreement in continuing as a director or officer of the Company, as applicable, and this Agreement shall
serve as a supplement to and in furtherance of the indemnification provided in the Bylaws and any resolutions adopted pursuant
thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


NOW, THEREFORE, in consideration of the
premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1. Services to the Company.
Indemnitee agrees to serve as a director or officer of the Company, as applicable. Indemnitee may at any time and for any reason
resign from such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company
shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment
contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. The foregoing notwithstanding, this
Agreement shall continue in force after Indemnitee has ceased to serve as a director or officer of the Company.


 



    	 



    	 



    

 


Section 2. Definitions.


 


As used in this Agreement:


 


(a) “Corporate Status”
describes the status of a person as a current or former director, officer, employee, agent or trustee of the Company or of any
other Enterprise which such person is or was serving at the request of the Company.


 


(b) “Enforcement Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements
or expenses of the types customarily incurred in connection with an action to enforce indemnification or advancement rights, or
an appeal from such action, including without limitation the premium, security for, and other costs relating to any cost bond,
supersedes bond, or other appeal bond or its equivalent.


 


(c) “Enterprise” shall
mean any corporation (other than the Company), partnership, joint venture, trust, employee benefit plan or other legal entity of
which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or trustee.


 


(d) “Expenses” shall include
all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding, including
without limitation the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond
or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or
fines against Indemnitee.


 


(e) “Independent Counsel”
means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of Delaware corporation
law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company,


 


any Enterprise or Indemnitee in any matter material to any such
party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel
referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out
of or relating to this Agreement or its engagement pursuant hereto.


 



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(f) The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company
or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee was, is or will be involved
as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company or is or was serving
at the request of the Company as a director, officer, employee, agent or trustee of any Enterprise or by reason of any action taken
by Indemnitee or of any action taken on Indemnitee’s part while acting as director or officer of the Company or while serving
at the request of the Company as a director, officer, employee, agent or trustee of any Enterprise, in each case whether or not
serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement
of expenses can be provided under this Agreement; provided, however, that the term “Proceeding” shall
not include any action, suit or arbitration, or part thereof, initiated by Indemnitee to enforce Indemnitee’s rights under
this Agreement as provided for in Section 13(e) of this Agreement.


 


Section 3. Indemnity in Third-Party
Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee
is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the
Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause
to believe that his or her conduct was unlawful. Indemnitee shall not enter into any settlement in connection with a Proceeding
without the Company’s prior written consent, which will not be unreasonably withheld.


 


Section 4. Indemnity in Proceedings
by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4
if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company
to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred by or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company.
No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee
shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court
of Chancery (the “Delaware Court”) or any court in which the Proceeding was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification for such expenses as the Delaware Court or such other court shall deem proper.


 


Section 5. Indemnification for Expenses
of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except as provided
in Section 8, to the extent that Indemnitee is a party to or a participant in and is successful, on the merits or otherwise,
in any Proceeding or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding,
the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by or on Indemnitee’s behalf
in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.


 



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Section 6. Indemnification For Expenses
of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or
her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party,
Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection
therewith.


 


Section 7. Additional Indemnification.


 


(a) Except as provided in Section 8,
notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted
by law if Indemnitee is a party to or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right
of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by Indemnitee in connection with the Proceeding.


 


(b) For purposes of Section 7(a),
the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to:


 


(i) to the fullest extent permitted
by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision
of any amendment to or replacement of the DGCL or such provision thereof; and


 


(ii) to the fullest extent authorized
or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent
to which a corporation may indemnify its directors and officers.


 


Section 8. Exclusions. Notwithstanding
any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:


 


(a) to make any indemnity for amounts
otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise
actually received such amounts under any insurance policy, contract, agreement or otherwise;


 


(b) to make any indemnity for an accounting
of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning
of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law;


 


(c) to make any indemnity or advancement
in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless
the Company has joined in or the Board has consented to the initiation of such Proceeding, or the Proceeding is one to enforce
any of the indemnification rights under this Agreement; or


 


(d) to make any indemnity or advancement
that is prohibited by applicable law.


 



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Section 9. Advances of Expenses.
The Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding,
and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement or statements requesting
such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices
in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to
waive any privilege accorded by applicable law shall not be included with the invoice) from time to time, whether prior to or after
final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s
ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other
provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement
which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent required by law to repay the advance
if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to
appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this paragraph shall in all
events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 9 shall limit
Indemnitee’s right to advancement pursuant to Section 13(e) of this Agreement.


 


Section 10. Procedure for Notification
and Defense of Claim.


 


(a) To obtain indemnification under this
Agreement, Indemnitee shall submit to the Company a written request therefor and, if Indemnitee so chooses pursuant to Section 11
of this Agreement, such written request shall also include a request for Indemnitee to have the right to indemnification determined
by Independent Counsel.


 


(b) The Company will be entitled to participate
in the Proceeding at its own expense.


 


Section 11. Procedure Upon Application
for Indemnification.


 


(a) Upon written request by Indemnitee
for indemnification pursuant to Section 10(a), a determination, if such determination is required by applicable law, with
respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) by Independent Counsel in a written
opinion to the Board if Indemnitee so requests in such written request for indemnification pursuant to Section 10(a), or (ii) by
the Company in accordance with applicable law if Indemnitee does not so request such determination be made by Independent Counsel.
In the case that such determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall
be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall
be made within ten (10) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company,
as applicable, making such determination with respect to Indemnitee’s entitlement to indemnification, including providing
to such counsel or the Company, upon reasonable advance request, any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs
or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Independent Counsel
or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 



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(b) In the event that Indemnitee exercises
his or her right to have the entitlement to indemnification determined by Independent Counsel pursuant to clause (i) of Section 11(a),
the Independent Counsel shall be selected by Indemnitee. The Company may, within ten (10) days after written notice of such
selection, deliver to Indemnitee a written objection to such selection; provided, however, that such objection may
be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection
is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission
by Indemnitee of a written request for indemnification and Independent Counsel pursuant to Sections 10(a) and 11(a)(i) hereof,
respectively, and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall
have been selected without objection, Indemnitee may petition a court of competent jurisdiction for resolution of any objection
which shall have been made by the Company to the selection of Independent Counsel and/or for the appointment as Independent Counsel
of a person selected by the court or by such other person as the court shall designate. The person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Counsel under Section 11(a) hereof. Upon the due commencement
of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement, Independent Counsel shall be discharged
and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


Section 12. Presumptions and Effect
of Certain Proceedings.


 


(a) In making a determination with respect
to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement
if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall
have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption.
Neither (i) the failure of the Company or of Independent Counsel to have made a determination prior to the commencement of
any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor (ii) an actual determination by the Company or by Independent Counsel that Indemnitee has not met
such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable
standard of conduct.


 


(b) The termination of any Proceeding
or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere
or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of
Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable
cause to believe that his or her conduct was unlawful.


 



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(c) The knowledge and/or actions, or
failure to act, of any other director, officer, agent or employee of the Company or any Enterprise shall not be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.


 


Section 13. Remedies of Indemnitee.


 


(a) Subject to Section 13(f), in
the event that (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this Agreement
within sixty (60) days after receipt by the Company of the request for indemnification that does not include a request for
Independent Counsel, (iv) payment of indemnification is not made pursuant to Section 5 or 6 or the last sentence of Section
11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment
of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by a court of his
or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the
date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 13(a); provided,
however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce
his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such
adjudication or award in arbitration.


 


(b) In the event that a determination
shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding
or arbitration commenced pursuant to this Section 13, the Company shall have the burden of proving Indemnitee is not entitled to
indemnification or advancement, as the case may be.


 


(c) If a determination shall have been
made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by
such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d) The Company shall be precluded from
asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures and presumptions
of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that
the Company is bound by all the provisions of this Agreement.


 



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(e) The Company shall indemnify Indemnitee
against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the
Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which
are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company
under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company,
regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery,
as the case may be, in the suit for which indemnification or advancement is being sought.


 


(f) Notwithstanding anything in this
Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made
prior to the final disposition of the Proceeding, including any appeal therein.


 


Section 14. Non-exclusivity; Survival
of Rights; Insurance; Subrogation.


 


(a) The rights of indemnification and to receive
advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time
be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors,
or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status
prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision,
permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement, it
is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.
No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy
shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other right or remedy.


 


(b) The Company shall, from time to time,
make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies
of insurance with a reputable insurance company providing the Indemnitee with coverage for losses from wrongful acts. For so long
as Indemnitee shall remain a director or officer of the Company and with respect to any such prior service, in all policies of
director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the
same rights and benefits as are afforded to the most favorably insured of the Company’s officers and directors. Notwithstanding
the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith
that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of
coverage provided, or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit.
The Company shall promptly notify Indemnitee of any good faith determination not to provide such coverage. If, at the time of the
receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect,
the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set
forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to
pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.


 



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(c) In the event of any payment under
this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who
shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as
are necessary to enable the Company to bring suit to enforce such rights. The Company hereby acknowledges that Indemnitee may have
certain rights to indemnification, advancement of expenses and/or insurance provided by certain third parties and their affiliates
(collectively, the “Third-Party Indemnitors”). The Company hereby agrees (i) that it is the indemnitor
of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses
or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall
be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses,
judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this
Agreement and the Charter or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard
to any rights Indemnitee may have against the Third-Party Indemnitors, and, (iii) that it irrevocably waives, relinquishes
and releases the Third-Party Indemnitors from any and all claims against the Third-Party Indemnitors for contribution, subrogation
or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Third-Party
Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company
shall affect the foregoing and the Third-Party Indemnitors shall have a right of contribution and/or be subrogated to the extent
of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree
that the Third-Party Indemnitors are express third-party beneficiaries of the terms of this Section 14(c).


 


(d) The Company’s obligation to
provide indemnification or advancement hereunder to Indemnitee who is or was serving at the request of the Company as a director,
officer, employee, agent or trustee of any other Enterprise shall be reduced by any amount Indemnitee has actually received as
indemnification or advancement from such other Enterprise.


 


Section 15. Duration of Agreement.
This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee
shall have ceased to serve as a director or officer of the Company or (b) one (1) year after the final termination of
any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 13 of this Agreement relating thereto. This Agreement
shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs,
executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written
agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if no such succession had taken place.


 



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Section 16. Severability. If
any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation,
each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary
to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.


 


Section 17. Enforcement.


 


(a) The Company expressly confirms and
agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to
serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving
the Company in such capacity.


 


(b) This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however,
that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws and applicable law, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section 18. Modification and Waiver.
No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless executed in writing
by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


Section 19. Notice by Indemnitee.
Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement
as provided hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which
it may have to Indemnitee under this Agreement or otherwise.


 


Section 20. Notices. All notices,
requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given
if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,
(b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so
mailed, or (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication
shall have been directed:



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(a) If to Indemnitee, at such address
as Indemnitee shall provide to the Company.


 


(b) If to the Company to, at the Company’s
principal place of business, addressed to the attention of the Corporate Secretary, or to any other address as may have been furnished
to Indemnitee by the Company.


 


Section 21. Contribution. To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect
(i) the relative benefits received by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving
rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents)
and Indemnitee in connection with such event(s) and/or transactions.


 


Section 22. Applicable Law and Consent
to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably
and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought
only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other
country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding
arising out of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 20
of this Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware,
(iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought
in an improper or inconvenient forum.


 


Section 23. Identical Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but
all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this Agreement.


 


Section 24. Miscellaneous. The
headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.


 


*    *     *


 



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IN WITNESS WHEREOF, the parties have caused this Agreement to
be signed as of the day and year first above written.


 


	 	Atossa Genetics, Inc.	 
	 	 	 	 
	 	By:  	 	 
	 	 	[Name]  	 
	 	 	 	 
	 	 	[Office] 	 
	 	 	 	 
	 	 	 	 
	 	 	[Indemnitee] 	 
	 	 	 	 
	 	 	[Name] 	 


 



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