WARRANT TO PURCHASE COMMON STOCK OF ATOSSA GENETICS, INC.Atossa Genetics Inc • October 4th, 2012 • Surgical & medical instruments & apparatus
THIS WARRANT (the “Warrant”) certifies that, for value received, [●] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing after the earliest of the following to occur (the “Initial Exercise Date”): (a) six months from the closing of the Company Initial Public Offering (defined below) (b) the closing of a “fundamental transaction” (defined below), or (c) closing of a “significant private financing” (defined below). This Warrant shall expire and no longer be exercisable as of 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Expiration Date”), but not thereafter, and shall entitle the Holder to subscribe for and purchase from Atossa Genetics, Inc., a Delaware corporation (the “Company”), up to [●] shares of the Common Stock of the Company (the “Warrant Shares”) at a purchase price equal to $1.25 per share (the “Exercise Price”). This Warrant has been
WARRANT TO PURCHASE COMMON STOCK OF ATOSSA GENETICS INC.Warrant • October 4th, 2012 • Atossa Genetics Inc • Surgical & medical instruments & apparatus
THIS WARRANT (the “Warrant”) certifies that, for value received, [NAME] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing after the date hereof (the “Issuance Date”) through 5:00 p.m. (New York City time) on the fifth anniversary of the Issuance Date (the “Expiration Date”), but not thereafter, and shall entitle the Holder to subscribe for and purchase from Atossa Genetics Inc., a Delaware corporation (the “Company”), up to [NUMBER] shares of the Common Stock of the Company (the “Warrant Shares”) at a purchase price equal to $5.00 per share (the “Exercise Price”). This Warrant is one of a series of similar warrants to purchase Common Stock issued pursuant to that certain Agreement and Plan of Reorganization, dated of even date herewith, by and between the Company, Acueity Healthcare, Inc., and Ted Lachowicz, as the Stockholder Representative (the “Acquisition Agreement”). All such warr
SUPPLY AND DISTRIBUTION AGREEMENTConfidential Treatment Requested • October 4th, 2012 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • Delaware
This Agreement made and entered into this 21st day of September, 2012 by Atossa Genetics Inc.(“Atossa”), a Delaware Corporation, having its principal place of business at 4105 E. Madison Street, Suite 320, Seattle, WA, 98112, its successors and/or assigns and Diagnostics Test Group LLC (“DTG”), a Delaware Corporation having its principal place of business at 33 SE 8th Street, Boca Raton, FL 33432, its successors and/or assigns.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG ATOSSA GENETICS INC., ACUEITY HEALTHCARE, INC. AND TED LACHOWICZ, AS THE STOCKHOLDER REPRESENTATIVE (for the limited purposes described) DATED AS OF SEPTEMBER 30, 2012Agreement and Plan of Reorganization • October 4th, 2012 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • California
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of September 30, 2012 by and among Acueity Healthcare, Inc., a Delaware corporation (the “Company”), Atossa Genetics Inc., a Delaware corporation (“Buyer”), and Ted Lachowicz, solely in the capacity as stockholders’ representative and only for the express purposes provided for herein (the “Stockholder Representative”).
