Number	Shares


 


ATOSSA GENETICS INC.


 


Common Stock, $0.001 Par Value


 


SEE REVERSE SIDE FOR RESTRICTIONS ON TRANSFER


 


This certifies that ____________________________________________________________________is the owner of _________________________________________
shares, fully paid and nonassessable, of the Common Stock of Atossa Genetics Inc., a Delaware corporation,
transferable only on the books of the corporation by the holder hereof in person or by attorney upon surrender of this
certificate properly endorsed.


 


This certificate and
the shares represented hereby are subject to the laws of The State of Delaware and to the Certificate of Incorporation and the
By-laws of the Corporation, in each case as from time to time amended.


 


IN WITNESS WHEREOF,
Atossa Genetics Inc., has caused this certificate to be signed by its duly authorized officers as of this _____ day of ___________________,
20___.


 


	 	 	 
	Steven C. Quay	 	Steven C. Quay
	Secretary	 	Chairman


 



    	 



    	 



    

 


Restrictions on Transfer


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT. COPIES OF THE AGREEMENT, IF ANY, COVERING THE PURCHASE OF THESE
SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE
TO THE SECRTARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.


 


THE SHARES REPRESENTED
BY THIS CERTIFICATE MAY BE SUBJECT TO CERTAIN RESTRICTIONS ON THEIR SALE, TRANSFER, PLEDGING, HYPOTHECATION OR OTHER DISPOSITION
DURING A SPECIFIED LOCK-UP PERIOD PURSUANT TO A LOCK-UP AGREEMENT BETWEEN THE HOLDER AND THE UNDERWRITERS OF THE COMPANY’S
INITIAL PUBLIC OFFERING. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES. TO THE EXTENT SUCH TRANSFER RESTRICTIONS
ARE IN EFFECT, THE COMPANY MAY ENTER STOP-TRANSFER INSTRUCTIONS WITH RESPECT TO THESE SHARES. A COPY OF THE LOCK-UP AGREEMENT MAY
BE OBTAINED FROM THE COMPANY UPON REQUEST.


 


Assignment


 


For value received,
the undersigned hereby sells, assigns and transfers to ________________________ shares of the capital stock represented by this
certificate, and hereby irrevocably constitutes and appoints _____________________________ attorney to transfer such stock on the
books of the Corporation with full power of substitution in the premises.


 


Dated _________________, _______


 


	 	 	 
	 	 	Signature of registered owner corresponding exactly to the
 name of such owner as written on the face of this certificate.
	 	 	 
	 	 	 
	Witness