•] Shares of Common Stock (or Pre-Funded Warrants to Purchase [•] Shares of Common Stock in Lieu Thereof) Warrants to Purchase [•] Shares of Common Stock BIOCEPT, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2023 • Biocept Inc • Services-medical laboratories • New York
Biocept, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to several underwriters named on Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”) for which EF Hutton, division of Benchmark Investments, LLC is acting as representative (the “Representative”) (i) an aggregate of [•] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) or pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock in lieu thereof at an exercise price of $0.0001 per share (the “Pre-Funded Warrant Shares”), and (ii) warrants (the “Firm Warrants”) to purchase up to an aggregate of [•] shares of Common Stock (the “Firm Warrant Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional [•] shares of Common Stock (the “Option Shares” and,
