Exhibit 10.1


 





December 20,
2017


 


 


 


Mr. Steven C. Quay 


Chief Executive Officer 


Atossa Genetics, Inc. 


107 Spring Street 


Seattle, WA 98104


  


Dear
Mr. Quay:


 


This letter (the “Agreement”)
constitutes the agreement between Maxim Group LLC, a limited liability company formed under the laws of the State of New York
(“Maxim” or the “Placement Agent”) and Atossa Genetics Inc., a company incorporated under
the laws of the State of Delaware (the “Company”), that Maxim shall serve as the placement agent for the Company,
on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”)
of common stock (the “Shares”) of the Company, par value $0.015 per share (“Common Stock”)
and warrants to purchase shares of Common Stock (the “Warrants”, together with the Shares, the “Securities”).
The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser”
and collectively, the “Purchasers”) and nothing herein constitutes that Maxim would have the power or authority
to bind the Company or any Purchaser or an obligation for the Company to issue any Shares or complete the Placement. This Agreement
and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including but not
limited to the Purchase Agreement (as defined below) shall be collectively referred to herein as the “Transaction Documents.”
The date of the closing of the Placement shall be referred to herein as the “Closing Date.” The Company expressly
acknowledges and agrees that Maxim’s obligations hereunder are on a reasonable best efforts basis only and that the execution
of this Agreement does not constitute a commitment by Maxim to purchase the Securities and does not ensure the successful placement
of the Securities or any portion thereof or the success of Maxim with respect to securing any other financing on behalf of the
Company. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection
with the Placement. The sale of the Securities to any Purchaser will be evidenced by a securities purchase agreement (the “Purchase
Agreement”) between the Company and such Purchaser in a form reasonably acceptable to the Company and Maxim. Capitalized
terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing
of any Purchase Agreement, officers of the Company will be available to answer inquiries from prospective Purchasers. 


 


SECTION 1.      REPRESENTATIONS
AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY. 


 


A.       Representations
of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants
made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein
by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing
Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants
that: 


 






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1.       The
Company has prepared and filed with the Commission (the a registration statement on Form S-3 (Registration No. 333-220572), and
amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended (the
“Securities Act”), of the Shares, which registration statement, as so amended (including post-effective amendments,
if any) became effective on October 5, 2017, for the registration under the Securities Act of the Shares. At the time of such filing,
the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth
in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to
Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission
promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement
of the Shares and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and
other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto,
as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus
in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and
the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including
the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in
this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and
include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of
Form S-3 which were filed under the Exchange Act on or before the date of this Agreement, or the issue date of the Base Prospectus
or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall
be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue
date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All
references in this Agreement to financial statements and schedules and other information which is “contained,” “included,”
“described,” “referenced,” “set forth” or “stated” in the Registration Statement,
the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include
all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the
Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness
of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding
for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For
purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities
Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing
prospectuses, if any, used in connection with the Placement, including any documents incorporated by reference therein.


  


2.       The
Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required
by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective,
complied in all material respects with the Securities Act and the applicable Rules and Regulations and did not and, as amended
or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus
and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the
applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, as amended
or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with
the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements
therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in
the light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated
by reference in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement, when such documents are filed with
the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations,
as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading. No post-effective amendment
to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in
the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are
no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not
been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no
contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement,
or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described or filed as required
or (y) will not be filed within the requisite time period.


 



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3.       The
Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the
Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities
Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable
rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to
file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or
will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the
Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free
writing prospectus. 


 


4.       There
are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company,
any five percent (5.0%) or greater stockholder of the Company, except as set forth in the Registration Statement and SEC Reports.


 


B.       Covenants
of the Company. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed
copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and
conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus and the Prospectus
Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither
the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date,
any offering material in connection with the offering and sale of the Securities pursuant to the Placement other than the Base
Prospectus, the Time of Sale Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated
by reference therein and any other materials permitted by the Securities Act.


 


SECTION 2.      REPRESENTATIONS
OF MAXIM. Maxim represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer
under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the States applicable to the offers and sales of
the Securities by Maxim, (iv) is and will be a body corporate validly existing under the laws of its place of incorporation, and
(v) has full power and authority to enter into and perform its obligations under this Agreement. Maxim will immediately notify
the Company in writing of any change in its status as such. Maxim covenants that it will use its reasonable best efforts to conduct
the Transaction hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.


  






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SECTION 3.       COMPENSATION.
In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or their respective
designees or their respective designees their pro rata portion (based on the Securities placed) of the following compensation with
respect to the Securities which they are placing:


  


A.       A
cash fee (the “Cash Fee”) equal to an aggregate of seven percent (7.0%) of the aggregate gross proceeds raised
in the Placement. The Cash Fee shall be paid at the Closing of the Placement .


  


B.       Subject
to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse Maxim for all reasonable travel and other out-of-pocket
expenses, including the fees of legal counsel, in an amount not to exceed $30,000. The Company will reimburse Maxim directly out
of the Closing of the Placement. In the event this Agreement shall terminate prior to the consummation of the Placement, Maxim
shall be entitled to reimbursement for actual expenses; provided, however, such expenses shall not exceed $30,000.


  


C.       The
Placement Agent reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event
that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess
of FINRA Rules or that the terms thereof require adjustment.





 


SECTION 4.      INDEMNIFICATION.
The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination
or expiration of this Agreement.


 


SECTION 5.      ENGAGEMENT
TERM. Maxim’s engagement hereunder will be until the earlier of (i) December 31, 2017 and (ii) the Closing Date. The
date of termination of this Agreement is referred to herein as the “Termination Date” and the period of time
during which this Agreement remains in effect is referred to herein as the “Term.” In the event, however, in
the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement, the Placement
Agent may do so prior to the Termination Date. Notwithstanding anything to the contrary contained herein, the provisions concerning
the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality,
indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions
will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement,
all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the
event such fees are earned or owed as of the Termination Date). Maxim agrees not to use any confidential information concerning
the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.


  


SECTION 6.      MAXIM
INFORMATION. The Company agrees that any information or advice rendered by Maxim in connection with this engagement is for
the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company
will not disclose or otherwise refer to the advice or information in any manner without Maxim’s prior written consent.


  


SECTION 7.      NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person
or entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges
and agrees that Maxim is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to
the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of Maxim hereunder,
all of which are hereby expressly waived.


  



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SECTION 8.     CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy, when
made and on the Closing Date, of the representations and warranties on the part of the Company and its Subsidiaries contained herein
and in the Purchase Agreement, to the accuracy of the statements of the Company and its Subsidiaries made in any certificates pursuant
to the provisions hereof, to the performance by the Company and its Subsidiaries of their obligations hereunder, and to each of
the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent
by the Company:


  


A.       No
stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose
shall have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission
(to be included in the Registration Statement, the Prospectus, the Prospectus Supplement or otherwise) shall have been complied
with to the reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the
Placement shall have been timely filed with the Commission.


 


B.       The
Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,
the Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which,
in the opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel,
is material and is required to be stated therein or is necessary to make the statements therein not misleading.


  


C.       All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Shares, the Registration Statement, the Prospectus and the Prospectus Supplement and all other legal matters
relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to
counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information that they may
reasonably request to enable them to pass upon such matters.


  


D.       The
Placement Agent shall have received from outside counsels to the Company such counsels’ written opinion, addressed to the
Placement Agent and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement
Agent and substantially identical to that provided to the Purchasers.


  


E.       Neither
the Company nor any of its Subsidiaries (i) shall have sustained since the date of the latest audited financial statements included
or incorporated by reference in the Registration Statement, the Prospectus and the Prospectus Supplement, any loss or interference
with its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration
Statement, the Prospectus and the Prospectus Supplement and (ii) since such date there shall not have been any change in the capital
stock or long-term debt of the Company or any of its Subsidiaries or any change, or any development involving a prospective change,
in or affecting the business, general affairs, management, financial position, stockholders’ equity, results of operations
or prospects of the Company and its Subsidiaries, otherwise than as set forth in or contemplated by the Registration Statement,
the Prospectus and the Prospectus Supplement, the effect of which, in any such case described in clause (i) or (ii), is, in the
judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or
delivery of the Shares on the terms and in the manner contemplated by the Prospectus.


 






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F.       The
Common Stock are registered under the Exchange Act and, as of the Closing Date, the Shares shall be listed and admitted and authorized
for trading on the Trading Market or other applicable U.S. national exchange and satisfactory evidence of such action shall have
been provided to the Placement Agent. The Company shall have taken no action designed to, or likely to have the effect of terminating
the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading
Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission
or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.


  


G.       No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely
affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order
of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which
would prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the
business or operations of the Company.


  


H.       The
Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Placement, including
as an exhibit thereto this Agreement.


  


I.       The
Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and
effect and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.


  


J.       FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and
pay all filing fees required in connection therewith.


  


K.       Prior
to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents
as the Placement Agent may reasonably request.


 


If any of the conditions
specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates,
opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this
Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s counsel,
all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation
of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed
promptly thereafter in writing.


  


SECTION 9.      DELIVERY
OF COLD COMFORT LETTER. On the Closing Date the Placement Agent shall have received a “comfort” letter from BDO
USA LLP as of such date, addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement
Agent’s counsel.


  






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SECTION 10.   
GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable
to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior
written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement
or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the
courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this
Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction
of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a Transaction
Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


SECTION 11.   
ENTIRE AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement
and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter
hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will
not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect.
This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Maxim and the
Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement
and delivery of the Shares. This Agreement may be executed in two or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature
page were an original thereof.


  


SECTION 12.   
NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business
day, (b) the next business day after the date of transmission, if such notice or communication is sent to the email address on
the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business
day, (c) the third business day following the date of mailing, if sent by U.S. internationally recognized air courier service,
or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications
shall be as set forth on the signature pages hereto.


  


SECTION 13.    Press
Announcements. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference
the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and
on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.


 


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Please confirm that
the foregoing correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement.


  


	 	Very truly yours,
	 	 
	 	Maxim GROUP LLC
	 	 
	 	By: 	/s/ Clifford A. Teller
			  Name: 	Clifford A. Teller
	 	 	
          Title: 

        
	Executive Managing Director, Investment
Banking


   


	 	Address for notice: 

    405 Lexington Avenue 

    New York, NY 10174 

    Attention: James Siegel, General Counsel 

    Email: jsiegel@maximgrp.com



  


Accepted and Agreed
to as of 


the date first written
above:


  


	ATOSSA GENETICS INC.
	 	 
	By: 	/s/ Kyle Guse	 
	 	Name: Kyle Guse	 
	 	Title:   Chief Financial Officer	 
	 	 	 	 


 Address for notice: 


107 Spring Street 


Seattle, WA 98104


  


Attn: Kyle Guse, CFO


Email:  


 


[Signature Page to
Placement Agency Agreement





Between Atossa Genetics
Inc. and Maxim Group LLC]


 






    


     


    

 


ADDENDUM A


 


INDEMNIFICATION
PROVISIONS


 


Capitalized terms used
in this Addendum shall have the meanings ascribed to such terms in the Agreement to which this Addendum is attached.


  


In addition to and
without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined),
the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties from and against any
and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and
any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and
disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation,
the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action,
suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively,
“Losses”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with,
Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection
with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement
Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation,
warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including
the engagement letter between the Placement Agent and the Company, dated October 16, 2017), or the enforcement by Placement Agent
of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a
final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from
the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder.


  


The Company also agrees
that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company
for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any
such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted
primarily and directly from such Indemnified Party’s gross negligence or willful misconduct.


  


These Indemnification
Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): Placement Agent,
its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons
(within the meaning of the federal securities laws), and the officers, directors, partners, shareholders, members, managers, employees,
legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability,
which the Company may otherwise have to any Indemnified Party.


  


If any action, suit,
proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify
the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall
not relieve the Company from its obligations hereunder except to the extent that such failure or delay causes actual material harm
to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such
Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company
of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such
Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that
the employment of such counsel shall be at the Indemnified Party’s own expense, unless (i) the employment of such counsel
has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel
to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company,
or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between
the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense
of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified
Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense
of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable
fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event
shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified
Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and
any counsel designated by the Company.


  






    


     


    

 


The Company shall be
liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company
shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent
to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional
term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect
of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse
statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction
of any Indemnified Party.


  


In order to provide
for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it
is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may
not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company
shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received
by the Company and its shareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand,
and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion
as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified
Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant
equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any
person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received)
by the Company and its shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable
or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the
amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing,
in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement
Agent pursuant to the Agreement.


  


Neither termination
nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and
effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the
benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives.


 






    


     


    

 





		Maxim GROUP LLC
	 	 
	 	By: 	/s/ Clifford A. Teller
			Name: 	Clifford A. Teller
	 	 	
        Title: 

        
	Executive Managing Director, Investment
Banking


  


	ATOSSA GENETICS INC.
	 	 
	By: 	/s/ Kyle Guse	 
	 	Name: Kyle Guse	 
	 	Title:   Chief Financial Officer	 
	 	 	 	 





[Signature Page
to Indemnification Provisions 


Pursuant to Placement
Agency Agreement 


between Atossa Genetics
Inc. and Maxim Group LLC]