X0206 3 2014-02-04 0 0001044378 BIOCEPT INC BIOC 0001024004 HALE DAVID F C/O BIOCEPT, INC. 5810 NANCY RIDGE DRIVE SAN DIEGO CA 92121 1 1 0 0 EXECUTIVE CHAIRMAN Common Stock 10204 D Common Stock 7389 I By LLC Stock Options (right to buy) 5.18 2023-07-31 Common Stock 25000 D Convertible Notes (right to buy) 10.00 2015-05-31 Common Stock 47181 I By LLC Warrants (right to buy) 10.00 2014-02-10 2019-02-10 Common Stock 22175 I By LLC Warrants (right to buy) 10.00 2014-02-10 2016-02-10 Common Stock 36302 I By LLC Restricted Stock Units (right to buy) 2015-08-24 Common Stock 14285 D Restricted Stock Units (right to buy) Common Stock 10204 D Restricted Stock Units (right to buy) Common Stock D Contingent right to receive Stock Options (right to buy) Common Stock D Issuer?s repurchase right (obligation to sell) 4.62 2015-01-01 Common Stock 10204 D Granted pursuant to equity incentive plan. These options were granted on July 31, 2013. The option became exercisable as to 12,500 shares on the date of grant. The remaining shares are becoming exercisable in 24 equal monthly installments over 2 years, subject to the Reporting Person's continued service with the Issuer. Assumes that the closing of the Issuer's initial public offering, with a price-to-public of $10.00 per share, occurs on February 10, 2014. Upon the closing of the Issuer's initial public offering, these convertible notes will automatically be converted into common stock. Includes conversion right for interest accrued through February 10, 2014. Additional convertible interest accrues daily. This restricted stock unit award was granted on August 8, 2013 and vested as to 50% of the units on that date. The remaining units are becoming vested in 24 equal monthly installments over 2 years, subject to the Reporting Person's continued service with the Issuer. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. This restricted stock unit award was issued to the Reporting Person as called for by his March 10, 2011 employment agreement. All the units will vest and settle upon the Issuer's initial public offering. This restricted stock unit award was issued to the Reporting Person as called for by his March 10, 2011 employment agreement and would vest upon the respective achievement of stated objectives before the occurrence of a change in control or initial public offering of the Issuer; but in any event would vest and settle upon the Issuer's initial public offering. The number of restricted stock units can be up to 1.5% of the Issuer's outstanding stock on a fully diluted basis, determined at the time of respective achievement of stated objectives; but upon the closing of the Issuer's initial public offering, the number of restricted stock units would be fixed as 1.5% of the Issuer's outstanding stock on a fully diluted basis, determined as of immediately before the closing of the Issuer's initial public offering. Pursuant to his March 10, 2011 employment agreement, the Reporting Person has a right to receive, upon the closing of the Issuer's next equity offering(s) up to a cumulative total of $15,000,000 of proceeds, a stock option for a number of shares equal to the excess of (a) 1.0% of the Issuer's outstanding stock on a fully diluted basis, determined as of immediately after the closing of such next equity offering(s), over (b) 10,204 shares. Such new stock option would vest in 48 equal monthly installments from January 1, 2011 (i.e., with immediate vesting credit for any "preceding" monthly tranches) and expire on March 10, 2021. The exercise price per share of the new stock option would be the fair market value of a share on the date of grant of the new stock option. Such new stock option would expire on March 10, 2021. The Reporting Person early-exercised stock options for 10,204 shares in 2011. The Issuer's repurchase right lapses at a rate measured by 48 equal monthly installments beginning January 1, 2011. The repurchase right would lapse in full upon a change in control or initial public offering of the Issuer. /s/ William G. Kachioff, Attorney-in-Fact for David F. Hale 2014-02-04