LOCK-UP AGREEMENT


 


, 2012


DAWSON JAMES SECURITIES, INC.


as the Underwriter pursuant to

the Underwriting Agreement referred to below


925 South Federal Highway, Suite 600


Boca Raton, FL 33432


 


Re:  ATOSSA GENETICS INC. - INITIAL
PUBLIC OFFERING


 


Ladies and Gentlemen:


 


The undersigned understands that you, as
the underwriter (the “Underwriter”) propose to enter into an Underwriting Agreement (the “Underwriting
Agreement”) with Atossa Genetics Inc., a Delaware corporation (the “Company”), providing for the initial
public offering (the “Public Offering”) by the Underwriter of common stock (“Common Stock”)
of the Company, all as more fully described in the prospectus which is part of the Company’s registration statement on Form S-1
to be filed with the Securities Exchange Commission on or about February 14, 2012, as amended from time to time (the “Registration
Statement”).


 


In consideration of the Underwriter’s
agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration receipt of
which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Dawson James Securities,
Inc., the undersigned will not, for a period commencing on the effective date of the Registration Statement (the “Effective
Date”) and ending on the six month anniversary of the Effective Date (such six month period, the “Lock-Up Period”):
(1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock, or any securities of the Company that are substantially similar to the Common Stock, or
any securities convertible into or exercisable or exchangeable for Common Stock (including, but not limited to, Common Stock which
may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and
Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (the “Lock-Up Securities”);
or (2) enter into any swap, option, future, forward or other agreement that transfers, in whole or in part, any of the economic
consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above
is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned agrees
that, without the prior written consent of Dawson James Securities, Inc., it will not, during the Lock-Up Period, make any
demand for or exercise any right with respect to, the registration of any shares of Common Stock or any substantially similar securities
of the Company, including but not limited to, any security convertible into or exercisable or exchangeable for Common Stock.


 


The undersigned represents and warrants
that it is not a party to any agreement or understanding that would cause a breach of this Lock-Up Agreement if it were entered
into during the period in which the restrictions set forth herein are effective.


 


The undersigned agrees and consents to the
entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities
except in compliance with the foregoing restrictions.


 


In furtherance of the foregoing, the Company
and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby authorized
to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement.


 



    	 



    	 	



    



The undersigned hereby represents and warrants
that the undersigned has full power and authority to enter into this Lock-Up Agreement.  All authority herein conferred or
agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.


 


The undersigned understands that the Underwriter
is entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Lock-Up Agreement.


 


 


THIS LOCK-UP AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 


	 	Very truly yours,
	 	 
	 	 
	 	 
	 	 
	 	By:	(1)
	 	 	Name:
	 	 	Title:


 


 


Accepted as of the date first set forth above:


 


DAWSON JAMES SECURITIES, INC.


 


	 	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


_________________


(1)        
If the undersigned is not a natural person, this signature block should be completed by a duly authorized signatory of the undersigned.