FORM OF COMMON STOCK PURCHASE WARRANT ATOSSA THERAPEUTICS, INC.Atossa Therapeutics, Inc. • March 23rd, 2021 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Atossa Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2017 • Atossa Genetics Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 20, 2017, between Atossa Genetics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENT between ATOSSA GENETICS INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters ATOSSA GENETICS INC.Underwriting Agreement • April 4th, 2017 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • New York
The undersigned, Atossa Genetics Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Atossa Genetics Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF COMMON STOCK PURCHASE WARRANTAtossa Therapeutics, Inc. • December 14th, 2020 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20241 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Atossa Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered hold
ATOSSA THERAPEUTICS, INC. and VSTOCK TRANSFER, LLC, as Warrant AgentWarrant Agency Agreement • December 8th, 2020 • Atossa Therapeutics, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of __, 2020 (“Agreement”), between Atossa Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC., a limited lability company organized under the laws of California (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2020 • Atossa Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Atossa Therapeutics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Atossa Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 27th, 2016 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 25, 2016, by and between ATOSSA GENETICS INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2016 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2016, by and between ATOSSA GENETICS INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
PLACEMENT AGENCY AGREEMENT January 20, 2014Placement Agency Agreement • January 24th, 2014 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2020 • Atossa Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Atossa Therapeutics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Atossa Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
ATOSSA GENETICS INC. DEALER-MANAGER AGREEMENTDealer-Manager Agreement • April 23rd, 2018 • Atossa Genetics Inc • Pharmaceutical preparations • New York
The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Atossa Genetics Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.18 per share (the “Common Stock”) and holders of warrants issued December 22, 2017, subscription rights (the “Rights”) to subscribe for up to an aggregate of 20,000 units (the “Units”), each Unit consisting of one share of Preferred Stock (the “Rights Shares”) and 284 warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants”), at a subscription price of $1,000 per Unit in cash (the “Subscription Price”).
UNDERWRITING AGREEMENTAtossa Genetics Inc • October 30th, 2017 • Pharmaceutical preparations • New York
The undersigned, Atossa Genetics Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Atossa Genetics Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
UNDERWRITING AGREEMENT dated ______________, 2012 Dawson James Securities, Inc. Underwriting AgreementUnderwriting Agreement • October 25th, 2012 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • Delaware
ATOSSA THERAPEUTICS, INC. COMMON STOCK EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 25th, 2020 • Atossa Therapeutics, Inc. • Pharmaceutical preparations • New York
Atossa Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Maxim Group LLC, as follows:
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • April 6th, 2012 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • Washington
BETWEEN: Ensisheim Partners LLC (the “Landlord”), a corporation organized and existing under the laws of the State of Washington, with its head office located at:
Mr. Steven C. Quay Chief Executive Officer Atossa Therapeutics, Inc.Atossa Therapeutics, Inc. • March 23rd, 2021 • Pharmaceutical preparations • New York
ATOSSA GENETICS INc. Pre-Funded Warrant To Purchase Common StockAtossa Genetics Inc • June 10th, 2015 • 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. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • May 31st, 2018 • Atossa Genetics Inc • Pharmaceutical preparations • New York
This WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of May 30, 2018 (the “Issuance Date”), is by and between Atossa Genetics Inc., a Delaware corporation (the “Company”) and VStock Transfer, LLC (the “Warrant Agent”).
and Pre-Funded Warrants to Purchase 3,610,997 Shares of Common Stock PLACEMENT AGENT AGREEMENTAtossa Genetics Inc • June 10th, 2015 • 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 THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 22nd, 2023 • Atossa Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made effective as of January 6, 2020 (the “Effective Date”) by and between Atossa Therapeutics, Inc., a Delaware corporation (the “Company”), and _________ (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2020 • Atossa Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2020, between Atossa Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
STOCK OPTION AGREEMENT UNDER THE ATOSSA THERAPEUTICS, INC. 2020 STOCK INCENTIVE PLAN (Subject to Shareholder approval May 15, 2020)Stock Option Agreement • April 13th, 2020 • Atossa Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Atossa Therapeutics, Inc. 2020 Stock Incentive Plan (the “Plan”), Atossa Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.18 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan; provided, however, that if the Grant Date is prior to stockholder approval then the Stock Option is subject to and conditioned upon stockholder approval on May 15, 2020 of the Plan.
EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • February 14th, 2012 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • Washington
This Exclusive Patent License Agreement is made as of July 27, 2009 (“Effective Date”) between Ensisheim Partners, LLC, a Washington limited liability company (“Licensor”), and Atossa Genetics, Inc., a Delaware corporation (“Atossa”). The parties agree as follows:
INCENTIVE STOCK OPTION AGREEMENT UNDER THE ATOSSA THERAPEUTICS, INC. 2020 STOCK INCENTIVE PLANIncentive Stock Option Agreement • May 13th, 2020 • Atossa Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Atossa Therapeutics, Inc. 2020 Stock Incentive Plan as amended through the date hereof (the “Plan”), Atossa Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.18 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
PURCHASE AGREEMENTPurchase Agreement • June 25th, 2012 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • Massachusetts
This PURCHASE AGREEMENT (this “Agreement”), dated as of May 4th, 2011 (the “Effective Date”), is entered into by and between Atossa Genetics, Inc., a Delaware corporation (“Buyer”), and Hologic Inc., a Delaware corporation (“Seller”). Buyer and Seller are referred to herein as the “ Parties” and each individually as a “Party.”
OFFICE LEASEOffice Lease • April 6th, 2012 • Atossa Genetics Inc • Surgical & medical instruments & apparatus
THIS LEASE, dated this 4th day of March, 2011 between Sander Properties, LLC hereinafter called lessor, and Atossa Genetics Inc. (a Delaware Coporation) , hereinafter called Tenant.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2016 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • Washington
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 18, 2016 (the “Effective Date”) by and between Kyle Guse, an individual (“Employee”), and Atossa Genetics Inc. a Delaware corporation, having its principal office at 2300 Eastlake Ave. East, Suite 200, Seattle, WA 98102 (the “Company”, and collectively with Employee referred to herein as the “Parties,” and individually, as a “Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2021 • Atossa Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2021, between Atossa Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT atossa genetics inc.Atossa Genetics Inc • January 24th, 2014 • Surgical & medical instruments & apparatus • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on November 29, 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Atossa Genetics Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
RIGHTS AGREEMENT between ATOSSA GENETICS INC., and VStock Transfer, LLC, as Rights Agent, Dated as of May 19, 2014Rights Agreement • May 22nd, 2014 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • Delaware
RIGHTS AGREEMENT, dated as of May 19, 2014 (this “Agreement”), between Atossa Genetics Inc., a Delaware corporation (the “Company”), and VStock Transfer LLC, a California limited liability company (the “Rights Agent”).
HUGHES-NORTHWEST, INC. LANDLORD and ATOSSA GENETICS INC., TENANT OFFICE LEASE AGREEMENTOffice Lease Agreement • March 30th, 2016 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • Washington
THIS OFFICE LEASE AGREEMENT (this “Lease”) is dated as of the 1st day of October, 2015 and is entered into by and between HUGHES-NORTHWEST, INC., a Washington corporation (“Landlord”), and ATOSSA GENETICS INC., (“Tenant”).
RESTATED AND AMENDED EMPLOYMENT AGREEMENTAnd Amended Employment Agreement • October 1st, 2010 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • Washington
THIS RESTATED AND AMENDED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 27, 2010 and restates and amends the Restated and Amended Employment Agreement made as of July 22, 2010 (the “Prior Agreement”) by and between Steven C. Quay, M.D., Ph.D., an individual (“Employee”), and Atossa Genetics, Inc. a Delaware corporation, having its principal office at 4105 E. Madison Street, Suite 320, Seattle, WA 98112 (the “Company”, and collectively with Employee referred to herein as the “Parties,” and individually, as a “Party”).
ATOSSA GENETICS INC. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 23rd, 2018 • Atossa Genetics Inc • Pharmaceutical preparations • New York
This WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of [●], 2018 (the “Issuance Date”), is by and among Atossa Genetics Inc., a Delaware corporation (“Company”) and VStock Transfer, LLC (the “Warrant Agent”). Capitalized terms used in this Warrant Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Common Stock Purchase Warrant (as defined below). In the event a capitalized term used herein is defined in both this Warrant Agreement and the Common Stock Purchase Warrant, the meaning given to such term in the Common Stock Purchase Warrant shall control.
BUSINESS CONSULTANT AGREEMENTBusiness Consultant Agreement • February 14th, 2012 • Atossa Genetics Inc • Surgical & medical instruments & apparatus
This agreement will begin the effective date of this agreement and will end December 31, 2011. Either party may cancel this agreement on 30 days notice to the other party in writing, by certified mail or personal delivery. This agreement can be extended on an annual basis upon mutual written agreement of the parties.
LICENSE AND SERVICES AGREEMENTLicense And Services Agreement • March 27th, 2014 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • Washington
This License and Services Agreement (“Agreement”) is made and entered into as of June 10, 2013 (the “Effective Date”) by and between A5 Genetics KFT, Corporation with its principal place of business at Gerecse u. 16, H-2094, Hungary (“A5”), and Atossa Genetics Inc., a Delaware corporation, with its principal place of business at 1616 Eastlake Ave. East, Suite 360, Seattle, Washington (“Atossa”).
