EXHIBIT 10.16

    


    LOCK-UP
AGREEMENT

     

    ______________,
2010

     

    DAWSON
JAMES SECURITIES, INC.

    As
Representative of the several

    Underwriters
named in Schedule I 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 Representative of the several Underwriters,
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 several Underwriters named in Schedule I to the Underwriting Agreement (the
"Underwriters"), of
Units ("Units"), each Unit
consisting of (1) one share of common stock ("Common Stock"), (ii)
two Class A warrants, and (iii) one Class B warrant, of the Company, all as more
fully described in the prospectus which is part of the Company's registration
statement on Form S-1 (CIK No. 0001488039), as amended from time to time (the
"Registration
Statement").

     

    In
consideration of the Underwriters' agreement to purchase and make the Public
Offering of the Units, 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. on behalf of the
Underwriters, the undersigned will not, for a period commencing on the effective
date of the Registration Statement (the "Effective Date") and
ending on the twelve month anniversary of the Effective Date (such twelve month
period, the "Lock-Up
Period"); (1) offer, pledge, announce the intention to 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. on behalf of the
Underwriters, 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 Underwriters are 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:

                        	 	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                            Title:

                        


                

              

            

          

        

      

      


      Accepted
as of the date first set forth above:

       

      DAWSON
JAMES SECURITIES, INC.

       

      Acting
severally on behalf of themselves and the

      several
Underwriters to be named in Schedule I

      to the
Underwriting Agreement

       

      
        
          
            	
                    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.

                


        

      

       

      
        
           

        

        
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