and Pre-Funded Warrants to Purchase 3,610,997 Shares of Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 10th, 2015 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • New York
Atossa Genetics Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), (i) up to an aggregate of 1,829,003 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, and (ii) pre-funded warrants to purchase 3,610,997 shares of Common Stock (the “Pre-funded Warrants”). The Form of the Pre-funded Warrant is attached hereto as Exhibit B. The Shares and the Pre-Funded Warrants to be sold by the Company are collectively referred to as the “Securities. The Company hereby confirms its agreement with Roth Capital Partners, LLC and Dawson James Securities, Inc. (together, the “Placement Agent”) to act as Placement A
ATOSSA GENETICS INc. Pre-Funded Warrant To Purchase Common StockPre-Funded Warrant Agreement • June 10th, 2015 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • New York
Atossa Genetics Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Roth Capital Partners, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to purchase Common Stock (as defined below) (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date (the “Exercisability Date”), ______________ (_____________) fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is the Pre-Funded Warrant to purchase Common Stock (this “Warrant”) issue
Atossa Genetics Inc. Seattle, WA 98102 Gentlemen:Subscription Agreement • June 10th, 2015 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • New York
The undersigned (the “Investor”) hereby confirms its agreement with Atossa Genetics Inc., a Delaware corporation (the “Company”), as follows:
