GUARANTY AND SECURITY AGREEMENT


 


Dated as of November 3, 2011


 


among


 


SIGNAL GENETICS, LLC,

MYELOMA HEALTH LLC,

RESPIRA HEALTH LLC

and

CC HEALTH LLC,


 


as the Borrowers,


 


and


 


Each Other Grantor

From Time to Time Party Hereto


 


and


 


LEBOW ALPHA LLLP,

as Lender 


 












 




    	 



    	 



    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	Article I DEFINED TERMS	1
	Section 1.1	Definitions	1
	Section 1.2	Certain Other Terms	7
	 	 	 
	Article II GUARANTY	8
	Section 2.1	Guaranty	8
	Section 2.2	Limitation of Guaranty	8
	Section 2.3	Contribution	8
	Section 2.4	Authorization; Other Agreements	8
	Section 2.5	Guaranty Absolute and Unconditional	9
	Section 2.6	Waivers	10
	Section 2.7	Reliance	10
	 	 	 
	Article III GRANT OF SECURITY INTEREST	11
	Section 3.1	Collateral	11
	Section 3.2	Grant of Security Interest in Collateral	11
	 	 	 
	Article IV REPRESENTATIONS AND WARRANTIES	11
	Section 4.1	Title; No Other Liens	12
	Section 4.2	Perfection and Priority	12
	Section 4.3	Jurisdiction of Organization; Chief Executive Office	12
	Section 4.4	Locations of Inventory, Equipment and Books and Records	12
	Section 4.5	Pledged Collateral	12
	Section 4.6	Reserved	12
	Section 4.7	Intellectual Property	12
	Section 4.8	Commercial Tort Claims	13
	Section 4.9	Specific Collateral	13
	 	 	 
	Article V COVENANTS	13
	Section 5.1	Maintenance of Perfected Security Interest; Further Documentation and Consents	13
	Section 5.2	Changes in Locations, Name, Etc	14
	Section 5.3	Pledged Collateral	14
	Section 5.4	Commodity Contracts	15
	Section 5.5	Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper	15
	Section 5.6	Intellectual Property	15
	Section 5.7	Notices	16
	Section 5.8	Notice of Commercial Tort Claims	16
	Section 5.9	Controlled Securities Account	16
	 	 	 
	Article VI REMEDIAL PROVISIONS	16
	Section 6.1	Code and Other Remedies	16
	Section 6.2	Accounts and Payments in Respect of General Intangibles	18
	Section 6.3	Pledged Collateral	18


 




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	Section 6.4	Proceeds to be Turned over to and Held by Lender	19
	Section 6.5	Deficiency	20
	 	 	 
	Article VII LENDER	20
	Section 7.1	Lender’s Appointment as Attorney-in-Fact	20
	Section 7.2	Authorization to File Financing Statements	21
	Section 7.3	Duty; Obligations and Liabilities	22
	 	 	 
	Article VIII MISCELLANEOUS	22
	Section 8.1	Reinstatement	22
	Section 8.2	Independent Obligations	23
	Section 8.3	No Waiver by Course of Conduct	23
	Section 8.4	Amendments in Writing	23
	Section 8.5	Additional Grantors; Additional Pledged Collateral	23
	Section 8.6	Notices	23
	Section 8.7	Successors and Assigns	23
	Section 8.8	Counterparts	23
	Section 8.9	Severability	24
	Section 8.10	Governing Law	24


 


ANNEXES AND SCHEDULES


 


	Annex 1	Form of Pledge Amendment
	Annex 2	Form of Joinder Agreement
	Annex 3	Form of Intellectual Property Security Agreement
	 	 
	Schedule 1	Commercial Tort Claims
	Schedule 2	Filings
	Schedule 3	Jurisdiction of Organization; Chief Executive Office
	Schedule 4	Location of Inventory and Equipment
	Schedule 5	Pledged Collateral
	Schedule 6	Intellectual Property


 




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THIS GUARANTY AND
SECURITY AGREEMENT, dated as of November 3, 2011, between SIGNAL GENETICS LLC, a Delaware limited liability company
(“Signal”), MYELOMA HEALTH LLC, a Delaware limited liability company (“Myeloma Health”),
RESPIRA HEALTH LLC, a Delaware limited liability company (“Respira”) and CC HEALTH LLC, a Delaware
limited liability company (“CC Health”) (collectively, the “Borrowers”), and each of the
other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.5 (together with
the Borrowers, the “Grantors”), in favor of LEBOW ALPHA LLLP, a Delaware limited liability limited partnership,
as Lender (the “Lender”).


 


WITNESSETH:


 


WHEREAS, pursuant to
the Secured Promissory Demand Note dated as of November 3, 2011 (as the same may be amended, restated, supplemented and/or modified
from time to time, the “Note”) among the Borrowers and Lender, Lender has agreed to make extensions of credit
to the Borrowers upon the terms and subject to the conditions set forth therein;


 


WHEREAS, each Grantor
has agreed to guaranty the Obligations of each Borrower and will derive substantial direct and indirect benefits from the extensions
of credit under the Note; and


 


WHEREAS, it is a condition
precedent to the obligation of Lender to make extensions of credit to the Borrowers under the Note that the Grantors shall have
executed and delivered this Agreement to Lender;


 


NOW, THEREFORE, in
consideration of the premises and to induce Lender to enter into the Note and to induce Lender to make extensions of credit to
the Borrowers thereunder, each Grantor hereby agrees with Lender as follows:


 


Article
I






DEFINED TERMS


 


Section
1.1           Definitions.
 (a) Capitalized terms used herein without definition are used as defined in the Note.


 


(b)         (The
following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in the UCC
have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the
terms defined): “account”, “account debtor”, “as-extracted collateral”,
“certificated security”, “chattel paper”, “commercial tort claim”, “commodity
contract”, “deposit account”, “electronic chattel paper”, “equipment”,
“farm products”, “fixture”, “general intangible”, “goods”,
“health-care-insurance receivable”, “instruments”, “inventory”, “investment
property”, “letter-of-credit right”, “proceeds”, “record”, “securities
account”, “security”, “supporting obligation” and “tangible
chattel paper”.


 


(c)         The
following terms shall have the following meanings:


 




    	 



    	 



    

 


“Affiliate”
means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or
indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the
ownership of voting securities, by contract or otherwise.


 


“Agreement”
means this Guaranty and Security Agreement.


 


“Applicable
IP Office” means the United States Patent and Trademark Office, the United States Copyright Office or any similar office
or agency within or outside the United States, as applicable.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which federal reserve banks are authorized or required by law to close.


 


“Cash Collateral
Account” means a deposit account or securities account subject, in each instance, to a Control Agreement.


 


“Cash Equivalents”
means (a) securities issued or fully guaranteed or insured by the United States federal government or any agency thereof , (b)
commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized
under the laws of any state of the United States, (c) certificates of deposit, time deposits, repurchase agreements, reverse repurchase
agreements or bankers’ acceptances issued or accepted by any U.S. commercial bank or any branch or agency of a non-U.S. bank
license to conduct business in the U.S. that having combined capital and surplus in excess of $250,000,000 and (d) shares of any
United States money market mutual fund that has substantially all of its assets invested continuously in the types of investments
referred to in clause (a), (b) or (c) above; provided, however, that the maturities of all obligations specified in any of clauses
(a), (b), (c) or (d) above shall not exceed 365 days.


 


“Collateral”
has the meaning specified in Section 3.1.


 


“Contractual
Obligations” means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking,
contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which
it or any of its Property is bound.


 


“Control Agreement”
means a tri-party deposit account, securities account or commodities account control agreement by and among the applicable Credit
Party, Lender and the depository, securities intermediary or commodities intermediary, and each in form and substance reasonably
satisfactory to Lender and in any event providing to Lender “control” of such deposit account, securities or commodities
account within the meaning of Articles 8 and 9 of the UCC.


 


“Controlled
Securities Account” means each securities account (including all financial assets held therein and all certificates and
instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement.


 




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“Copyrights”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating
to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations
thereof and all applications in connection therewith.


 


“Credit Parties”
means each Borrower and each other Person (i) which executes a guaranty of the Secured Obligations, (ii) which grants a Lien on
all or substantially all of its assets to secure payment of the Secured Obligations and (iii) all of the Stock of which is pledged
to Lender.


 


“Excluded Equity”
means any voting stock in excess of 65% of the outstanding voting stock of any Foreign Subsidiary, which, is not required to guaranty
the Obligations. For the purposes of this definition, “voting stock” means, with respect to any issuer, the
issued and outstanding shares of each class of Stock of such issuer entitled to vote (within the meaning of Treasury Regulations
§ 1.956-2(c)(2)).


 


“Excluded Property”
means, collectively, (i) any Excluded Accounts, (ii) Excluded Equity, (iii) any permit, lease or license or any Contractual Obligation
entered into by any Grantor (A) that prohibits or requires the consent of any Person other than a Borrower and its Affiliates which
has not been obtained as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit,
lease, license or Contractual Obligation or any Stock or Stock Equivalent related thereto or that contains terms that state that
the granting of a lien therein would otherwise result in a material loss by any Grantor of any material rights therein, (B) to
the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon or (C) to the extent that a
Lien thereon would give any other party a legally enforceable right to terminate such permit, lease, license or Contractual Obligation,
but only, with respect to the prohibition or legally enforceable right to terminate in (A), (B) and (C), to the extent, and for
as long as, such prohibition or legally enforceable right to terminate is not terminated or rendered unenforceable or otherwise
deemed ineffective by the UCC or any other Requirement of Law, (iv) Property owned by any Grantor that is subject to a purchase
money Lien or a capital lease if the contractual obligation pursuant to which such Lien is granted (or in the document providing
for such capital lease) prohibits or requires the consent of any Person other than a Borrower and its Affiliates which has not
been obtained as a condition to the creation of any other Lien on such Property, (v) any “intent to use” Trademark
applications for which a statement of use has not been filed (but only until such statement is filed with, and accepted by, the
United States Patent and Trademark Office) (each such Trademark an “Intent-To-Use Trademark”), and (vi) any Intellectual
Property owned or licensed by the Grantors if the grant of a security interest in such Intellectual Property would result in the
cancellation or voiding of such Intellectual Property or license rights; provided, however, “Excluded Property”
shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions
or replacements would otherwise constitute Excluded Property).


 


“Governmental
Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership
or otherwise, by any of the foregoing.


 




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“Guaranteed
Obligations” has the meaning set forth in Section 2.1.


 


“Guarantor”
means each Grantor, including each Borrower with respect to the obligations of each other Borrower.


 


“Guaranty”
means the guaranty of the Guaranteed Obligations made by the Guarantors as set forth in this Agreement.


 


“Intellectual
Property” means all rights, title and interests in or relating to intellectual property and industrial property arising
under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet
Domain Names, Trade Secrets and IP Licenses.


 


“Internet Domain
Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law
in or relating to Internet domain names.


 


“IP Ancillary
Rights” means, with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisional
applications, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual
Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any
of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity
for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case,
all rights to obtain any other IP Ancillary Right.


 


“IP License”
means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and
interest in or relating to any Intellectual Property.


 


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance, lien (statutory
or otherwise) or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including
those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor
under a capital lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing
of any financing statement naming the owner of the asset to which such lien relates as debtor, under the UCC or any comparable
law) and any contingent or other agreement to provide any of the foregoing, but not including the interest of a lessor under a
lease which is not a capital lease.


 


“Obligations”
means the Loans, and other indebtedness, advances, debts, liabilities, obligations, covenants and duties owing by any Credit Party
to Lender or any other Person required to be indemnified, that arises under any Loan Document, whether or not for the payment of
money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or in any other manner, whether direct
or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising
and however acquired.


 




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“Patents”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating
to letters patent and applications therefor.


 


“Person”
means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture or Governmental Authority.


 


“Pledged Certificated
Stock” means all certificated securities and any other Stock or Stock Equivalent of any Person evidenced by a certificate,
instrument or other similar document (as defined in the UCC), in each case owned by any Grantor, and any distribution of property
made on, in respect of or in exchange for the foregoing from time to time, including all Stock and Stock Equivalents listed on
Schedule 5. Pledged Certificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in Controlled
Securities Accounts to the extent permitted by Section 5.9 hereof.


 


“Pledged Collateral”
means, collectively, the Pledged Stock and the Pledged Debt Instruments.


 


“Pledged Debt
Instruments” means all right, title and interest of any Grantor in instruments evidencing any Indebtedness (other than
checks issued or received in the Ordinary Course of Business) owed to such Grantor or other obligations and any distribution of
property made on, in respect of or in exchange for the foregoing from time to time, including all Indebtedness described on Schedule
5, issued by the obligors named therein. Pledged Debt Instruments excludes any Cash Equivalents that are not held in Controlled
Securities Accounts to the extent permitted by Section 5.9 hereof.


 


“Pledged Investment
Property” means any investment property of any Grantor, and any distribution of property made on, in respect of or in
exchange for the foregoing from time to time, other than any Pledged Stock or Pledged Debt Instruments. Pledged Investment Property
excludes any Cash Equivalents that are not held in Controlled Securities Accounts to the extent permitted by Section 5.9
hereof.


 


“Pledged Stock”
means all Pledged Certificated Stock and all Pledged Uncertificated Stock.


 


“Pledged Uncertificated
Stock” means any Stock or Stock Equivalent of any Person that is not Pledged Certificated Stock, including all right,
title and interest of any Grantor as a limited or general partner in any partnership not constituting Pledged Certificated Stock
or as a member of any limited liability company, all right, title and interest of any Grantor in, to and under any Organization
Document of any partnership or limited liability company to which it is a party, and any distribution of property made on, in respect
of or in exchange for the foregoing from time to time, including in each case those interests set forth on Schedule 5, to
the extent such interests are not certificated. Pledged Uncertificated Stock excludes any Excluded Property and any Cash Equivalents
that are not held in Controlled Securities Accounts to the extent permitted by Section 5.9 hereof.


 


“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.


 




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“Related Persons”
means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative,
attorney, accountant and each insurance, environmental, legal, financial and other advisor and other consultants and agents of
or to such Person or any of its Affiliates.


 


“Requirement
of Law” means, as to any Person, any law (statutory or common), ordinance, treaty, rule, regulation, order, policy, other
legal requirement or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon
such Person or any of its Property or to which such Person or any of its Property is subject.


 


“Secured Obligations”
means all Loans, and other indebtedness, advances, debts, liabilities, obligations, covenants and duties owing by any Grantor to
any Lender, or any other Person who is required to be indemnified, that arises under any Loan Document, whether or not for the
payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or in any other manner,
whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing
or hereafter arising and however acquired.


 


“Software”
means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data,
whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing,
but excluding any off-the-shelf or “shrink wrap” software.


 


“Stock”
means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership
or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless
of how designated) of or in a Person (other than an individual), whether voting or non-voting.


 


“Stock Equivalents”
means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other
rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible,
exchangeable or exercisable.


 


“Trade Secrets”
means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to
trade secrets.


 


“Trademark”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating
to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks,
logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations
thereof and all applications in connection therewith.


 


“UCC”
means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that,
in the event that, by reason of mandatory provisions of any applicable Requirement of Law, any of the attachment, perfection or
priority of Lender’s security interest in any Collateral is governed by the Uniform Commercial Code of a jurisdiction other
than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction
for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of the definitions related
to or otherwise used in such provisions.


 




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Section
1.2           Certain Other
Terms.


 


(a)         The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The terms
“herein”, “hereof” and similar terms refer to this Agreement as a whole and not to any particular Article,
Section or clause in this Agreement. References herein to an Annex, Schedule, Article, Section or clause refer to the appropriate
Annex or Schedule to, or Article, Section or clause in this Agreement. Where the context requires, provisions relating to any Collateral
when used in relation to a Grantor shall refer to such Grantor’s Collateral or any relevant part thereof.


 


(b)         Other
Interpretive Provisions.


 


(i)          Defined
Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the defined meanings when
used in any certificate or other document made or delivered pursuant hereto.


 


(ii)         The
Agreement. The words “hereof”, “herein”, “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.


 


(iii)        Certain
Common Terms. The term “including” is not limiting and means “including without limitation.”


 


(iv)        Performance;
Time. Whenever any performance obligation hereunder (other than a payment obligation) shall be stated to be due or required
to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business
Day. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”, and the word
“through” means “to and including.” If any provision of this Agreement refers to any action taken or to
be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and
all means, direct or indirect, of taking, or not taking, such action.


 


(v)         Contracts.
Unless otherwise expressly provided herein, references to agreements and other contractual instruments, including this Agreement
and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof
and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and
other modifications are not prohibited by the terms of any Loan Document.


 


(vi)        Laws.
References to any statute or regulation are to be construed as including all statutory and regulatory provisions related thereto
or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.


 




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Article
II




GUARANTY


 


Section
2.1          Guaranty.
To induce Lender to make the Loans, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or
earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the Secured
Obligations of each Borrower whether existing on the date hereof or hereinafter incurred or created (the “Guaranteed
Obligations”). This Guaranty by each Guarantor hereunder constitutes a guaranty of payment and not of collection.


 


Section
2.2           Limitation of Guaranty.
Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount
for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without
rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements
of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law)
(collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of
Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such
analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.


 


Section
2.3           Contribution.
To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation exceeding the greater
of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from the Loans and other Obligations and
(b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Guaranteed Obligations
(excluding the amount thereof repaid by a Borrower that received the benefit of the funds advanced that constituted Guaranteed
Obligations and Holdings) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder
bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors
for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date.


 


Section
2.4           Authorization; Other
Agreements. Lender is hereby authorized, without notice to or demand upon any Guarantor, except to the extent notice
is required to be provided hereunder or in any other Loan Document and without discharging or otherwise affecting the obligations
of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following to the
extent permitted by applicable law:


 




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(a)         modify,
amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent
to noncompliance with, any Guaranteed Obligation or any Loan Document;


 


(b)         apply
to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided
in and in accordance with the Loan Documents;


 


(c)         refund
at any time any payment received by Lender in respect of any Guaranteed Obligation;


 


(d)         (i)
sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute,
surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty
therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release
or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise
deal in any manner with a Borrower and any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof,
in each case, in accordance with the Loan Documents; and


 


(e)         settle,
release, compromise, collect or otherwise liquidate the Guaranteed Obligations.


 


Section
2.5           Guaranty Absolute
and Unconditional. To the extent permitted by applicable law, each Guarantor hereby waives and agrees not to assert
any defense (other than defense of payment of the Guaranteed Obligations to the extent of such payment), whether arising in connection
with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable,
absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may
not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except
as otherwise agreed in writing by Lender):


 


(a)         the
invalidity or unenforceability of any obligation of a Borrower or any other Guarantor under any Loan Document or any other agreement
or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of,
any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any
security for the Guaranteed Obligations or any part thereof;


 


(b)         the
absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from a Borrower or any other Guarantor or other
action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;


 


(c)         the
failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;


 




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(d)         any
workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against a Borrower, any
other Guarantor or any of a Borrower’s other subsidiaries or any procedure, agreement, order, stipulation, election, action
or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation
(or any interest thereon) in or as a result of any such proceeding;


 


(e)         any
foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following
the occurrence of an Event of Default by Lender to proceed separately against any Collateral in accordance with Lender’s
rights under any applicable Requirement of Law; or


 


(f)         any
other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of
a Borrower, any other Guarantor or any other Subsidiary of a Borrower, in each case other than the payment in full of the Guaranteed
Obligations.


 


Section
2.6           Waivers.
Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense (other than defense of
payment of the Guaranteed Obligations to the extent of such payment), setoff or counterclaim based on diligence, promptness, presentment,
requirements for any demand or notice hereunder including any of the following, to the extent permitted by applicable law, and
in each case except as otherwise provided under this Agreement and the other Loan Documents: (a) any demand for payment or performance
and protest and notice of protest; (b) any notice of acceptance; (c) any presentment, demand, protest or further notice or other
requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming
immediately due and payable; and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense
arising by reason of any disability or other defense of a Borrower or any other Guarantor. Until payment in full in cash of the
Guaranteed Obligations, each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise
any right of subrogation or any right of reimbursement or contribution or similar right against a Borrower or any other Guarantor
by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have
against any other Credit Party or set off any of its obligations to such other Credit Party against obligations of such Credit
Party to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance.


 


Section
2.7           Reliance.
Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of each Borrower, each other
Guarantor and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances
bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof that diligent inquiry would reveal, and each
Guarantor hereby agrees that Lender shall not have any duty to advise any Guarantor of information known to it regarding such condition
or any such circumstances. In the event Lender, in its sole discretion, undertakes at any time or from time to time to provide
any such information to any Guarantor, Lender shall be under no obligation to (a) undertake any investigation not a part of its
regular business routine, (b) disclose any information that Lender, pursuant to accepted or reasonable commercial finance or banking
practices, wishes to maintain confidential or (c) make any future disclosures of such information or any other information to any
Guarantor.


 




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Article
III


 


GRANT OF SECURITY INTEREST


 


Section
3.1           Collateral.
For the purposes of this Agreement, all of the personal and real property of a Grantor now owned or existing or at any time hereafter
acquired or arising or in which a Grantor now has or at any time in the future may acquire any right, title or interests, including,
without limitation, all of the following, is collectively referred to as the “Collateral”:


 


(a)         all
accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, general intangibles, instruments, inventory,
investment property, letter of credit rights and any supporting obligations related to any of the foregoing;


 


(b)         the
commercial tort claims described on Schedule 1 and on any supplement thereto received by Lender pursuant to Section 5.8;


 


(c)         all
books and records pertaining to the other property described in this Section 3.1;


 


(d)         all
personal property of such Grantor held by Lender including all such property of every description, in the custody of or in transit
to Lender for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor
may have any right or power, including but not limited to cash;


 


(e)         all
other goods (including but not limited to fixtures) and personal property of such Grantor, whether tangible or intangible and wherever
located; and


 


(f)         to
the extent not otherwise included above, all products and proceeds of the foregoing.


 


Section
3.2           Grant of Security
Interest in Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance when
due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, hereby mortgages, pledges and hypothecates
to Lender, and grants to Lender a first priority Lien on and security interest in, all of its right, title and interest in, to
and under the Collateral of such Grantor.


 


Article
IV


 


REPRESENTATIONS AND WARRANTIES 


 


To induce Lender to
enter into the Note, each Grantor hereby represents and warrants each of the following to Lender:


 




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Section
4.1           Title; No Other Liens.
Except for the Lien granted to Lender pursuant to this Agreement, such Grantor owns each item of the Collateral free and clear
of any and all Liens. Such Grantor (a) is the record and beneficial owner of the Collateral pledged by it hereunder constituting
instruments or certificates and (b) has rights in or the power to transfer each other item of Collateral in which a Lien is granted
by it hereunder, free and clear of any other Lien.


 


Section
4.2           Perfection and Priority.
The security interest granted pursuant to this Agreement constitutes a first, valid and continuing perfected security interest
under United States law in favor of Lender in all Collateral. Except as set forth in this Section 4.2 or unless waived in writing
by Lender, all actions by each Grantor reasonably necessary to protect and perfect the Lien granted hereunder on the Collateral
have been duly taken.


 


Section
4.3           Jurisdiction of Organization;
Chief Executive Office. Such Grantor’s jurisdiction of organization, legal name and organizational identification
number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the
date hereof, is specified on Schedule 3.


 


Section
4.4           Locations of Inventory,
Equipment and Books and Records. On the date hereof, such Grantor’s inventory and equipment and books and records
concerning the Collateral are kept at the locations listed on Schedule 4.


 


Section
4.5           Pledged Collateral.
(a) The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 and constitutes that percentage of the issued
and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 (as updated by Grantors from time to time),
(ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability
companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto,
enforceable in accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency
or similar laws affecting creditor’s rights generally or by equitable principles relating to enforceability.


 


(b)         As
of the date of this Agreement, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property
consisting of instruments and certificates have been delivered to Lender or its designees.


 


(c)         Upon
the occurrence and during the continuance of an Event of Default, upon not less than one (1) Business Day prior written notice,
Lender shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and
a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and
be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest
of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.


 


Section
4.6           Reserved.


 


Section
4.7           Intellectual Property.
Schedule 6 sets forth, as of the date of this Agreement, a true and complete list of the following Intellectual Property such Grantor
owns: (i) Intellectual Property that is registered or subject to applications for registration, (ii) Internet Domain Names and
(iii) material Software, including for each of the foregoing items (1) the owner, (2) the title, (3) the jurisdiction in which
such item has been registered or otherwise arises or in which an application for registration has been filed with respect to the
foregoing clause (i) , (4) as applicable, the registration or application number and registration or application date with respect
to the foregoing clause (i) and (5) any IP Licenses (including franchises) granted by the Grantor with respect thereto to which
such Grantor is a party (other than licenses of commercially available software) or granted to the Grantor by any third party.


 




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Section
4.8           Commercial Tort Claims.
The only commercial tort claims of any Grantor existing on the date hereof (regardless of whether the amount, defendant or other
material facts can be determined and regardless of whether such commercial tort claim has been asserted, threatened or has otherwise
been made known to the obligee thereof or whether litigation has been commenced for such claims) are those listed on Schedule 1,
which sets forth such information separately for each Grantor.


 


Section
4.9           Specific Collateral.
None of the Collateral is or is proceeds or products of farm products, as-extracted collateral, health-care-insurance receivables
or timber to be cut.


 


Article
V






COVENANTS 


 


Each Grantor agrees
with Lender to the following, as long as any Obligation remains outstanding:


 


Section
5.1           Maintenance of Perfected
Security Interest; Further Documentation and Consents.


 


(a)         Such
Grantor shall maintain the security interest created by this Agreement as a perfected security interest to the extent and subject
to the terms and limitations set forth herein, having at least the priority described in Section 4.2 and shall use commercially
reasonable efforts to defend such security interest and such priority against the claims and demands of all Persons.


 


(b)         Such
Grantor shall furnish to Lender, upon Lender’s reasonable written request, from time to time statements and schedules further
identifying and describing the Collateral and such other documents in connection with the Collateral as Lender may reasonably request,
all in reasonable detail and in form and substance reasonably satisfactory to Lender.


 


(c)         Upon
the written request of Lender, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement
and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents,
including an authorization to file any financing statement or amendment under the UCC (or other filings under similar Requirements
of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as
Lender may reasonably request, including (A) using its commercially reasonable efforts to secure all approvals necessary or appropriate
for the assignment to or for the benefit of Lender of any Contractual Obligation, including any IP License, constituting Collateral,
held by such Grantor and to enforce the security interests granted hereunder and (B) executing and delivering any Control Agreements
with respect to deposit accounts and securities accounts.


 




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Section
5.2           Changes in Locations,
Name, Etc. Except upon 10 days’ prior written notice to Lender (or such shorter period as Lender may agree in
writing) and delivery to Lender of (a) all documents reasonably requested by Lender to maintain the validity, perfection and priority
of the security interests provided for herein and (b) if applicable, a written supplement to Schedule 4 showing any additional
locations at which inventory or equipment shall be kept, such Grantor shall not do any of the following:


 


(i)          permit
any inventory or equipment to be kept at a location other than as otherwise provided in Section 4.4;


 


(ii)         change
its location from the chief executive office or sole place of business referred to in Section 4.3; or


 


(iii)        change
its organizational identification number, if any, or corporation, limited liability company, partnership or other organizational
structure to such an extent that any financing statement filed in connection with this Agreement would become misleading.


 


Section
5.3           Pledged Collateral.


 


(a)         Delivery
of Pledged Collateral. Subject to the limitations set forth herein and the other Loan Documents, such Grantor shall (i) deliver
to Lender in suitable form for transfer and in form and substance reasonably satisfactory to Lender, (A) all Pledged Certificated
Stock, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property (other
than checks received in the Ordinary Course of Business and promptly deposited for collection) and (ii) maintain all other Pledged
Investment Property having an aggregate value in excess of $250,000 in a Controlled Securities Account.


 


(b)         Event
of Default. During the continuance of an Event of Default, Lender shall have the right, at any time in its discretion and upon
not less than one (1) Business Day prior written notice to the Grantor, to (i) transfer to or to register in its name or in the
name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument
representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller
or larger denominations.


 


(c)         Cash
Distributions with respect to Pledged Collateral. Except as provided in Article V, such Grantor shall be entitled to receive
all cash distributions paid in respect of the Pledged Collateral.


 


(d)         Voting
Rights. Except as provided in Article V, such Grantor shall be entitled to exercise all voting, consent and corporate, partnership,
limited liability company and similar rights with respect to the Pledged Collateral.


 




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Section
5.4           Commodity Contracts.
Such Grantor shall not have any commodity contract unless subject to a Control Agreement.


 


Section
5.5           Delivery of Instruments
and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper.
(a) If any amount in excess of $1,000,000 payable under or in connection with any Collateral owned by such Grantor shall be or
become evidenced by an instrument (other than checks received in the Ordinary Course of Business and promptly deposited for collection)
or tangible chattel paper, such Grantor shall, at the reasonable written request of Lender, mark all such instruments and tangible
chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the
security interest of______________ as Lender” and, at the reasonable request of the Lender, shall promptly deliver such instrument
or tangible chattel paper to Lender (as applicable), duly indorsed in a manner reasonably satisfactory to Lender.


 


(b)         Such
Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any
investment property which is Collateral under this Agreement to any Person other than Lender.


 


(c)         If
such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and
(ii) in excess of $250,000, such Grantor shall promptly, notify the Lender thereof and enter into a Contractual Obligation with
Lender, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter
of credit. Such Contractual Obligation shall assign such letter-of-credit rights to Lender and such assignment shall be sufficient
to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such Contractual
Obligation shall also direct all payments thereunder to a Cash Collateral Account. The provisions of the Contractual Obligation
shall be in form and substance reasonably satisfactory to Lender.


 


(d)         If
any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall
be or become evidenced by electronic chattel paper, such Grantor shall provide Lender with prompt written notice thereof and shall,
upon the written request of Lender, take all steps reasonably necessary to grant Lender control of all such electronic chattel
paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable
records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National
Commerce Act.


 


Section
5.6          Intellectual Property.


 


(a)         Subject
to the limitations set forth herein and the other Loan Documents, no later than forty-five (45) days (or such longer period as
Lender may agree) after the end of any fiscal quarter of Borrowers wherein any Grantor acquires any new or additional registrations
(or applications for registrations) of Intellectual Property, such Grantor shall provide Lender notification thereof and the short-form
intellectual property agreements and assignments as described in this Section 5.6 and other documents that Lender reasonably requests
with respect thereto.


 




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(b)         Such
Grantor shall execute and deliver to Lender in form and substance reasonably acceptable to Lender and suitable for filing in the
Applicable IP Office the short-form intellectual property security agreements in the form attached hereto as Annex 3 for all Copyrights,
Trademarks and Patents of such Grantor.


 


Section
5.7           Notices.
Such Grantor shall promptly notify Lender in writing of its acquisition of any interest hereafter in personal property that is
of a type where a security interest or lien must be or may be registered, recorded or filed under, or notice thereof given under,
any federal statute or regulation.


 


Section
5.8           Notice of Commercial
Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial tort claim in an amount exceeding
$250,000 in the aggregate, (i) such Grantor shall, promptly upon such acquisition, deliver to the Agent, in each case in form and
substance reasonably satisfactory to the Agent, a notice of the existence and nature of such commercial tort claim and a supplement
to Schedule 1 containing a specific description of such commercial tort claim, (ii) Section 3.1 shall apply to such commercial
tort claim and (iii) such Grantor shall execute and deliver to the Agent, in each case in form and substance reasonably satisfactory
to the Agent, any document, and take all other action, deemed by the Agent to be reasonably necessary or appropriate for the Agent
to obtain, on behalf of Lenders, a perfected security interest having at least the priority set forth in Section 4.2 in all
such commercial tort claims. Any supplement to Schedule 1 delivered pursuant to this Section 5.8 shall, after the receipt thereof
by the Agent, become part of Schedule 1 for all purposes hereunder other than in respect of representations and warranties
made prior to the date of such receipt.


 


Section
5.9           Controlled Securities
Account. Each Grantor shall deposit all of its Cash Equivalents in securities accounts that are Controlled Securities
Accounts except for Cash Equivalents the aggregate value of which does not exceed $1,000,000. Lender shall not give a notice for
the exercise of exclusive control under any Control Agreement unless an Event of Default has occurred and is continuing.


 


Article
VI




REMEDIAL PROVISIONS 


 


Section
6.1           Code and Other Remedies.


 


(a)         UCC
Remedies. During the continuance of an Event of Default, Lender may exercise, in addition to all other rights and remedies
granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any Secured Obligation,
all rights and remedies of a secured party under the UCC or any other applicable law.


 




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(b)         Disposition
of Collateral. Without limiting the generality of the foregoing, Lender may, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below or notices required
to be provided hereunder) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived), during the continuance of any Event of Default (personally or through its agents or attorneys), (i)
enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial
process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing
on Lender’s claim or action, (ii) collect, receive, appropriate and realize upon any Collateral and (iii) sell, assign, convey,
transfer, grant option or options to purchase and deliver any Collateral (enter into Contractual Obligations to do any of the foregoing),
in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party
or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit
or for future delivery without assumption of any credit risk. The Agent shall have the right, upon any such public sale or sales
and, to the extent permitted by the UCC and other applicable Requirements of Law, upon any such private sale, to purchase the whole
or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby
waived and released.


 


(c)         Application
of Proceeds. Lender shall apply the cash proceeds of any action taken by it pursuant to this Section 6.1, to the payment in
whole or in part of the Secured Obligations, as set forth in the Note, and only after such application and after the payment by
Lender of any other amount required by any Requirement of Law, need Lender account for the surplus, if any, to any Grantor.


 


(d)         Direct
Obligation. Lender shall not be required to make any demand upon, or pursue or exhaust any right or remedy against, any Grantor,
or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy with respect to
any Collateral therefor or any direct or indirect guaranty thereof. All of the rights and remedies of Lender under the Note or
any Loan Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies
provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes
the benefit and advantage of, and covenants not to assert against Lender, any valuation, stay, appraisement, extension, redemption
or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise
by them of any rights hereunder. If any notice of a proposed sale or other disposition of any Collateral shall be required by law,
such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.


 


(e)         IP
Licenses. For the purpose of enabling Lender to exercise rights and remedies under this Section 6.1 (including in order
to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or
grant options to purchase any Collateral) at such time as Lender shall be lawfully entitled to exercise such rights and remedies,
each Grantor hereby grants to Lender, for the benefit of the Secured Parties, (i) an irrevocable, nonexclusive, worldwide license
(exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense,
use and practice any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any
of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and
(ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all real
Property owned, operated, leased, subleased or otherwise occupied by such Grantor, provided, that each such license shall
only be exercisable upon the occurrence and during the continuance of an Event of Default and provided further that no such license
shall be granted with respect to any Excluded Property.


 




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(f)         Reversion
of Rights. After any and all Events of Default have been waived in writing in accordance with the terms of the Note, all rights
of each Grantor with respect to the Collateral granted or retained by such Grantor pursuant to this Agreement during any period
when no Event of Default has occurred and is continuing shall automatically revert to such Grantor except as otherwise set forth
in applicable Loan Documents.


 


Section
6.2           Accounts and Payments
in Respect of General Intangibles.


 


(a)         If
required by Lender at any time during the continuance of an Event of Default, any payment of accounts or payment in respect of
general intangibles, when collected by any Grantor, shall be promptly deposited by such Grantor in the exact form received, duly
indorsed by such Grantor to Lender, in a Cash Collateral Account, subject to withdrawal by Lender as provided in Section 6.4. Until
so turned over, such payment shall be held by such Grantor in trust for Lender, segregated from other funds of such Grantor. Each
such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying
in reasonable detail the nature and source of the payments included in the deposit.


 


(b)         At
any time after the occurrence and during the continuance of an Event of Default:


 


(i)          Lender
may, without notice, limit or terminate the authority of a Grantor to collect its accounts or amounts due under general intangibles
or any proceeds thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to
Lender’s satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition,
Lender may at any time enforce such Grantor’s rights against such account debtors and obligors of general intangibles; and


 


(ii)         at
the reasonable written request of Lender, each Grantor shall take all actions, deliver all documents and provide all information
necessary or reasonably requested by Lender to ensure any Internet Domain Name is registered.


 


Section
6.3           Pledged Collateral.


 


(a)         Voting
Rights. During the continuance of an Event of Default, upon prior written notice by Lender to the relevant Grantor or Grantors
and the registration thereof in the name of Lender or its designee, Lender or its nominee may exercise (A) any voting, consent,
corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case
may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription
and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including
the right to exchange at its discretion any Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization
or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock, the right to deposit and deliver
any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and
conditions as Lender may determine), all without liability except to account for property actually received by it; provided,
however, that (i) Lender shall have no duty to any Grantor to exercise any such right, privilege or option and shall not
be responsible for any failure to do so or delay in so doing and (ii) if such Event of Default has been waived in writing by Lender,
any such voting, consent or corporate rights shall immediately revert to the Grantors except as otherwise set forth in the applicable
Loan Documents.


 




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(b)         Proxies.
In order to permit Lender to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto
and to receive all dividends and other distributions that it may be entitled to receive hereunder, but in any event subject to
the terms, provisions and limitations set forth herein, (i) each Grantor shall promptly execute and deliver (or cause to be executed
and delivered) to Lender all such proxies, dividend payment orders and other instruments as Lender may from time to time reasonably
request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to Lender an irrevocable proxy to
vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder
of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members,
as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings),
which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral
on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer
or agent thereof), other than notice required by Section 6.3(a) during the continuance of an Event of Default and which proxy shall
only terminate upon the payment in full of the Secured Obligations (other than contingent indemnification obligations to the extent
no claim giving rise thereto has been asserted in accordance with the Note).


 


(c)         Authorization
of Issuers. Subject to the limitations set forth in this Agreement or in any other Loan Document, each Grantor hereby expressly
irrevocably authorizes and instructs, without any further instructions from such Grantor, each issuer of any Pledged Collateral
pledged hereunder by such Grantor to (i) comply with any instruction received by it from Lender in writing that states that an
Event of Default is continuing and is otherwise in accordance with the terms of this Agreement and each Grantor agrees that such
issuer shall be fully protected from Liabilities to such Grantor in so complying and (ii) unless otherwise expressly permitted
hereby or the Note, pay any dividend or make any other payment with respect to the Pledged Collateral directly to Lender.


 


Section
6.4           Proceeds to be Turned
over to and Held by Lender. Unless otherwise expressly provided in the Note or this Agreement, upon written notice from
Lender at any time after the occurrence and during the continuation of an Event of Default, all proceeds of any Collateral received
by any Grantor hereunder in cash or Cash Equivalents shall be held by such Grantor in trust for Lender, segregated from other funds
of such Grantor, and shall, promptly upon receipt by any Grantor, be turned over to Lender in the exact form received (with any
necessary endorsement). All such proceeds of Collateral and any other proceeds of any Collateral received by Lender in cash or
Cash Equivalents shall be held by Lender in a Cash Collateral Account. All proceeds being held by Lender in a Cash Collateral Account
(or by such Grantor in trust for Lender) shall continue to be held as collateral security for the Secured Obligations and shall
not constitute payment thereof until applied as provided in the Note.


 




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Section
6.5           Deficiency.
Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient
to pay the Secured Obligations and the fees and disbursements of any attorney employed by Lender to collect such deficiency.


 


Article
VII






LENDER


 


Section
7.1           Lender’s Appointment
as Attorney-in-Fact.


 


(a)         Subject
to the terms, provisions, and limitations set forth herein and in the other Loan Documents, each Grantor hereby irrevocably constitutes
and appoints Lender and any Related Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with
full irrevocable power and authority, effective upon the occurrence and during the continuance of an Event of Default and subject
to any notice requirements herein or in any Loan Document and acceleration of the Obligations, as applicable, in the place and
stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan
Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish
the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives Lender and
its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor (except as otherwise
set forth herein or in any other Loan Document), subject to the terms hereof and the other Loan Documents, to do any of the following
when an Event of Default shall be continuing:


 


(i)          in
the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance
or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral
and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Lender
for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral
whenever payable;


 


(ii)         in
the case of any Intellectual Property owned by or licensed to the Grantors (to the extent not constituting Excluded Property),
execute, deliver and have recorded any document that Lender may request to evidence, effect, publicize or record Lender’s
security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented
thereby;


 


(iii)        pay
or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called
for by the terms of the Note (including all or any part of the premiums therefor and the costs thereof);


 




    	- 20 -



    	 



    

 


(iv)        execute,
in connection with any sale provided for in Section 6.1, any document to effect or otherwise necessary or appropriate in relation
to evidence the sale of any Collateral; or


 


(v)         (A)
direct any party liable for any payment under any or as Lender shall direct, (B) ask for or demand, and collect and receive payment
of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral,
(C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors,
assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action
or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right
in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against
such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims,
demands, orders or disputes and, in connection therewith, give such discharges or releases as Lender may deem appropriate, (G)
assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors, to the extent not constituting Excluded
Property, throughout the world on such terms and conditions and in such manner as Lender shall in its sole discretion determine,
including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, assign,
convey, transfer or grant a Lien on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as
fully and completely as though Lender were the absolute owner thereof for all purposes and do, at Lender’s option, at any
time or from time to time, all acts and things that Lender deems necessary to protect, preserve or realize upon any Collateral
and the security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor
might do.


 


(vi)        If
any Grantor fails to perform or comply with any Contractual Obligation contained herein, Lender, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.


 


(b)         Each
Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers,
authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is
terminated and the security interests created hereby are released.


 


Section
7.2           Authorization to
File Financing Statements. Each Grantor authorizes Lender and its Related Persons, at any time and from time to time,
to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect
to any Collateral in such form and in such offices as Lender reasonably determines appropriate to perfect the security interests
of Lender under this Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all
assets of the debtor” or words of similar meaning. A photographic or other reproduction of this Agreement shall
be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
Such Grantor also hereby ratifies its authorization for Lender to have filed any initial financing statement or amendment thereto
under the UCC (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof.


 




    	- 21 -



    	 



    

 


Section
7.3           Duty; Obligations
and Liabilities.


 


(a)         Duty
of Lender. Lender’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in
its possession shall be to deal with it in the same manner as Lender deals with similar property for its own account. The powers
conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon
Lender to exercise any such powers. Lender shall be accountable only for amounts that it receives as a result of the exercise of
such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor for any act or failure to act hereunder,
except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. In addition,
Lender shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof,
by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee.


 


(b)         Obligations
and Liabilities with respect to Collateral. Lender and its Related Persons shall not be liable for failure to demand, collect
or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to any Collateral.


 


Article
VIII






MISCELLANEOUS


 


Section
8.1           Reinstatement.
Each Grantor agrees that, if any payment made by any Credit Party or other Person and applied to the Secured Obligations is at
any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required
to be refunded or repaid, or the proceeds of any Collateral are required to be returned by Lender to such Credit Party, its estate,
trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable
cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain
in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (a) any Lien or other
Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing
or (b) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral
or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall
not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other
Collateral securing such obligation or the amount of such payment.


 




    	- 22 -



    	 



    

 


Section
8.2           Independent Obligations.
The obligations of each Grantor hereunder are independent of and separate from the Secured Obligations and the Guaranteed Obligations.
If any Secured Obligation or Guaranteed Obligation is not paid when due, or upon any Event of Default, Lender may, at its sole
election, proceed directly and at once, without notice, against any Grantor and any Collateral to collect and recover the full
amount of any Secured Obligation or Guaranteed Obligation then due, without first proceeding against any other Grantor, any other
Credit Party or any other Collateral and without first joining any other Grantor or any other Credit Party in any proceeding.


 


Section
8.3           No Waiver by Course
of Conduct. Lender shall not by any act (except by a written instrument pursuant to Section 8.4), delay, indulgence,
omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default.
No failure to exercise, nor any delay in exercising, on the part of Lender, any right, power or privilege hereunder shall operate
as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A waiver by Lender of any right or remedy hereunder on
any one occasion shall not be construed as a bar to any right or remedy that Lender would otherwise have on any future occasion.


 


Section
8.4           Amendments in Writing.
None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except with the written
agreement of Lender; provided, however, that annexes to this Agreement may be supplemented (but no existing provisions
may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form
of Annex 1 and Annex 2, respectively, in each case duly executed by Lender and each Grantor directly affected thereby.


 


Section
8.5           Additional Grantors;
Additional Pledged Collateral.


 


(a)         Joinder
Agreements. If a Borrower forms or acquires a new Subsidiary, such Subsidiary shall become a Grantor hereunder, shall execute
and deliver to Lender a Joinder Agreement substantially in the form of Annex 2 and shall thereafter for all purposes be a party
hereto and have the same rights, benefits and obligations as a Grantor party hereto on the date of this Agreement.


 


(b)         Pledge
Amendments. To the extent any Pledged Collateral has not been delivered as of the Closing Date, such Grantor shall deliver
a pledge amendment duly executed by the Grantor in substantially the form of Annex 1 (each, a “Pledge Amendment”).
Such Grantor authorizes Lender to attach each Pledge Amendment to this Agreement.


 


Section
8.6           Notices.
All notices, requests and demands to or upon Lender or any Grantor hereunder shall be effected in the manner provided for in Section
13 of the Note.


 


Section
8.7           Successors and Assigns
This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of Lender
and its successors and assigns; provided, however, that no Grantor may assign, transfer or delegate any of its rights
or obligations under this Agreement without the prior written consent of Lender.


 


Section
8.8           Counterparts.
This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature
pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature
page of this Agreement by facsimile transmission or by email shall be as effective as delivery of a manually executed counterpart
hereof.


 




    	- 23 -



    	 



    

 


Section
8.9           Severability.
Any provision of this Agreement being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such
provision not held illegal, invalid or unenforceable, any other provision of this Agreement or any part of such provision in any
other jurisdiction.


 


Section
8.10         Governing Law. This
Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance
with, the law of the State of New York.


 


[SIGNATURE PAGES FOLLOW]


 




    	- 24 -



    	 



    

 


IN WITNESS WHEREOF,
each of the undersigned has caused this Guaranty and Security Agreement to be duly executed and delivered as of the date first
above written.


 


	 	SIGNAL GENETICS LLC, a Delaware limited liability company, as Grantor
	 	 	 
	 	By:	/s/ Joe Hernandez
	 	Name:	Joe Hernandez
	 	Title:	President/CEO
	 	 	 
	 	MYELOMA HEALTH LLC, a Delaware limited liability company, as Grantor
	 	 	 
	 	By:	/s/ Joe Hernandez
	 	Name:	Joe Hernandez
	 	Title:	President/CEO
	 	 	 
	 	RESPIRA HEALTH LLC, a Delaware limited liability company, as Grantor
	 	 	 
	 	By:	/s/ Joe Hernandez
	 	Name:	Joe Hernandez
	 	Title:	President/CEO
	 	 	 
	 	CC HEALTH LLC, a Delaware limited liability company, as Grantor
	 	 	 
	 	By:	/s/ Joe Hernandez
	 	Name:	Joe Hernandez
	 	Title:	President/CEO


 


ACCEPTED AND AGREED

as of the date first above written:


 


LEBOW ALPHA LLLP,

a Delaware limited liability partnership, as Lender


 


By: LeBow Holdings, Inc. a Nevada Corporation


 


	By:	/s/ Bennet S. LeBow	 
	Name:	Bennett S. LeBow	 
	Its:	President	 



 


	Guaranty and Security Agreement




	 	 


 




    	 



    	 



    

 


ANNEX 1

TO

SECURITY AGREEMENT1


 


FORM OF PLEDGE AMENDMENT


 


This Pledge Amendment,
dated as of   ______ ___20 ___, is delivered pursuant to Section 8.5 of the Guaranty and Security Agreement,
dated as of November 3, 2011, by SIGNAL GENETICS LLC (“Signal”), MYELOMA HEALTH LLC (“Myeloma Health”),
RESPIRA HEALTH LLC (“Respira”) and CC HEALTH LLC (“CC Health”) (collectively, the “Borrowers”),
and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.5
(together with the Borrowers, the “Grantors”), the undersigned Grantor and the other Affiliates of the Borrowers
from time to time party thereto as Grantors in favor of in favor of LEBOW ALPHA LLLP, as Lender (as amended, restated, supplemented
or otherwise modified from time to time, the “Guaranty and Security Agreement”). Capitalized terms used herein
without definition are used as defined in the Guaranty and Security Agreement.


 


The undersigned hereby
agrees that this Pledge Amendment may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed
on Annex 1-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Guaranty and Security
Agreement and shall secure all Obligations of the undersigned.


 


The undersigned hereby
represents and warrants that each of the representations and warranties contained in Sections 4.1, 4.2 and 4.5
of the Guaranty and Security Agreement is true and correct in all material respects (without duplication of any materiality qualifiers
contained therein) and as of the date hereof as if made on and as of such date (except to the extent such representation or warranty
expressly relates to an earlier date, in which case, each shall be true and correct in all material respects (without duplication
of any materiality qualifiers contained therein) as of such date).


 


	 	[GRANTOR]
	 	By:	 
	 	 	Name:
	 	 	 
	 	 	Title:


 





 






1
To be used for pledge of Additional Pledged Collateral by existing Grantor.







 




    	A1-1



    	 



    

 


Annex 1-A


 


PLEDGED [STOCK]


 


	ISSUER	 	CLASS	 	CERTIFICATE

NO(S).	 	PAR

VALUE	 	NUMBER

OF

SHARES,

UNITS OR

INTERESTS
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


PLEDGED DEBT INSTRUMENTS


 


	ISSUER	 	DESCRIPTION

OF

DEBT	 	CERTIFICATE

NO(S).	 	FINAL

MATURITY	 	PRINCIPAL

AMOUNT
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




    	A1-2



    	 



    

 


ACKNOWLEDGED AND AGREED


as of the date first above written:


 


LEBOW ALPHA LLLP, as Lender


 


a Delaware limited liability limited partnership, as Lender


 


By: LeBow Holdings, Inc., a Nevada Corporation


 


	By:	 	 
	Name:	Bennett S. LeBow	 
	Its:	President	 


 




    	A1-3



    	 



    

 


ANNEX 2

TO

SECURITY AGREEMENT


 


FORM OF JOINDER AGREEMENT


 


This JOINDER AGREEMENT,
dated as of______ ___20 ___, is delivered pursuant to Section 8.5 of the Security Agreement, dated as of November 3, 2011,
by SIGNAL GENETICS LLC (“Signal”), MYELOMA HEALTH LLC (“Myeloma Health”), RESPIRA HEALTH
LLC (“Respira”) and CC HEALTH LLC (“CC Health”) (collectively, the “Borrowers”),
and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.5
(together with the Borrowers, the “Grantors”), the undersigned Grantor and the other Affiliates of the Borrowers
from time to time party thereto as Grantors in favor of in favor of LEBOW ALPHA LLLP, as Lender (as amended, restated, supplemented
or otherwise modified from time to time, the “Security Agreement”). Capitalized terms used herein without definition
are used as defined in the Security Agreement.


 


By executing and delivering
this Joinder Agreement, the undersigned, as provided in Section 8.5 of the Guaranty and Security Agreement, hereby becomes
a party to the Guaranty and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as
a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment
and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned,
hereby mortgages, pledges and hypothecates to Lender, and grants to Lender a lien on and security interest in, all of its right,
title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of
a Grantor thereunder. The undersigned hereby agrees to be bound as a Grantor for the purposes of the Guaranty and Security Agreement.


 


The information set
forth in Annex 1-A is hereby added to the information set forth in Schedules 1 through 6 to the Guaranty and
Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement
may be attached to the Guaranty and Security Agreement and that the Collateral listed on Annex 1-A to this Joinder
Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured
Obligations of the undersigned.


 


The undersigned hereby
represents and warrants that each of the representations and warranties contained in Article III of the Guaranty and Security
Agreement applicable to it is true and correct in all material respects (without duplication of any materiality qualifiers contained
therein) on and as the date hereof as if made on and as of such date (except to the extent such representation or warranty expressly
relates to an earlier date, in which case, each shall be true and correct in all material respects (without duplication of any
materiality qualifiers contained therein) as of such date).


 




    	A2-1



    	 



    

 


IN WITNESS WHEREOF,
THE UNDERSIGNED HAS CAUSED THIS JOINDER AGREEMENT TO BE DULY EXECUTED AND DELIVERED AS OF THE DATE FIRST ABOVE WRITTEN.


 


	 	[Additional Grantor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	A2-2



    	 



    

 


ACKNOWLEDGED AND AGREED


as of the date first above written:


 


[EACH GRANTOR PLEDGING


ADDITIONAL COLLATERAL]


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


LEBOW ALPHA LLLP,


a Delaware limited liability limited partnership,
as Lender


 


By: LeBow Holdings, Inc., a Nevada Corporation


 


	By:	 	 
	Name:  	Bennett S. LeBow	 
	Its:	President	 


 


	By:	 	 
	 	Name:	 
	 	Its: Duly Authorized Signatory	 


 




    	A2-3



    	 



    

 


ANNEX 3

TO

GUARANTY AND SECURITY AGREEMENT


 


FORM OF INTELLECTUAL PROPERTY SECURITY
AGREEMENT1


 


THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY
AGREEMENT, dated as of _____ __, 20 __, is made by each of the entities listed on the signature pages hereof (each a “Grantor”
and, collectively, the “Grantors”), in favor of LEBOW ALPHA LLLP (“LeBow Alpha”), as lender
(in such capacity, together with its successors and permitted assigns, the “Lender”).


 


WITNESSETH:


 


WHEREAS, pursuant to
the Secured Promissory Demand Note dated as of _____________ (as the same may be amended, restated, supplemented and/or modified
from time to time, the “Note”) among the Borrowers and Lender, Lender has agreed to make extensions of credit
to the Borrowers upon the terms and subject to the conditions set forth therein;


 


WHEREAS, each Grantor
has agreed, pursuant to a Guaranty and Security Agreement of even date herewith in favor of Lender (as amended, restated, supplemented
or otherwise modified from time to time, the “Guaranty and Security Agreement”), to guarantee the Obligations
(as defined in the Note) of each Borrower; and


 


WHEREAS, all of the
Grantors are party to the Guaranty and Security Agreement pursuant to which the Grantors are required to execute and deliver this
[Copyright] [Patent] [Trademark] Security Agreement;


 


NOW, THEREFORE, in
consideration of the premises and to induce Lender to enter into the Note and to induce Lender to make extensions of credit to
the Borrowers thereunder, each Grantor hereby agrees with Lender as follows:


 


Section
1.          Defined Terms. Capitalized
terms used herein without definition are used as defined in the Guaranty and Security Agreement.


 


Section
2.          Grant of Security Interest
in [Copyright] [Trademark] [Patent] Collateral. Each Grantor, as collateral security for the prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor, hereby
mortgages, pledges and hypothecates to Lender , and grants to Lender a Lien on and security interest in, all of its right, title
and interest in, to and under the following Collateral (to the extent not constituting Excluded Property) of such Grantor (the
“[Copyright] [Patent] [Trademark] Collateral”):


 





 



 1
Separate agreements should be executed relating to each Grantor’s
respective Copyrights, Patents, and Trademarks. 


 




    	A3-1



    	 



    

 


(a)         [all
of its Copyrights, including, without limitation, those referred to on Schedule 1 hereto;


 


(b)         all
renewals, reversions and extensions of the foregoing; and


 


(c)         all
income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing,
including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement,
misappropriation, dilution, violation or other impairment thereof.]


 


or


 


(a)         [all
of its Patents (to the extent not constituting Excluded Property), including, without limitation, those referred to on Schedule
1 hereto;


 


(d)         all
reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of the foregoing; and


 


(e)         all
income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing,
including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement,
misappropriation, dilution, violation or other impairment thereof.]


 


or


 


(a)         [all
of its Trademarks (to the extent not constituting Excluded Property), including, without limitation, those referred to on Schedule
1 hereto;


 


(f)         all
renewals and extensions of the foregoing;


 


(g)         all
goodwill of the business connected with the use of, and symbolized by, each such Trademark; and


 


(h)         all
income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of the foregoing,
including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement,
misappropriation, dilution, violation or other impairment thereof.]


 


Section
3.          Guaranty and Security Agreement.
The security interest granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with
the security interest granted to Lender pursuant to the Guaranty and Security Agreement and each Grantor hereby acknowledges and
agrees that the rights and remedies of Lender with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral
made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein. In the event of any conflict between the Guaranty and Security Agreement
and this [Copyright] [Patent] [Trademark] Security Agreement, the terms of the Guaranty and Security Agreement shall control.


 




    	A3-2



    	 



    

 


Section
4.          Grantor Remains Liable.
Each Grantor hereby agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility
for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with their [Copyrights] [Patents]
[Trademarks] and 113 Licenses subject to a security interest hereunder.


 


Section
5.          Counterparts. This [Copyright]
[Patent] [Trademark] Security Agreement may be executed in any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.


 


Section
6.          Governing Law. This
[Copyright] [Patent] [Trademark] Security Agreement and the rights and obligations of the parties hereto shall be governed by,
and construed and interpreted in accordance with, the law of the State of New York.


 


[SIGNATURE PAGES FOLLOW]


 




    	A3-3



    	 



    

 


IN WITNESS WHEREOF,
each Grantor has caused this [Copyright] [Patent] [Trademark] Security Agreement to be executed and delivered by its duly authorized
officer as of the date first set forth above.


 


	 	Very truly yours,
	 	[GRANTOR]
	 	as Grantor
	 	By:	 
	 	 	Name:
	 	 	Title:


 


ACCEPTED AND AGREED


as of the date first above written:


 


LEBOW ALPHA LLLP,


 


a Delaware limited liability limited partnership,
as Lender


 


By: LeBow Holdings, Inc., a Nevada Corporation


 


	By:	 	 
	Name:	Bennett S. LeBow	 
	Its:	President	 


 




    	A3-4



    	 



    

 


SCHEDULE I

TO

[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT


 


[Copyright] [Patent] [Trademark] Registrations


 


1.          REGISTERED
[COPYRIGHTS] [PATENTS] [TRADEMARKS]


 


[Include Registration
Number and Date]


 


2.          [COPYRIGHT]
[PATENT] [TRADEMARK] APPLICATIONS


 


[Include Application
Number and Date]


 


3.          IP
LICENSES


 


[Include complete legal
description of agreement (name of agreement, parties and date)]


 




    	 



    	 



    

 


SCHEDULES


 


to the


 


SECURITY AGREEMENT


 


Dated as of November 3, 2011


 


among


 


SIGNAL GENETICS LLC ,

MYELOMA HEALTH LLC,

RESPIRA HEALTH LLC

and

CC HEALTH LLC,

as the Borrowers,


 


EACH OTHER GRANTOR

FROM TIME TO TIME PARTY HERETO

and


 


LEBOW ALPHA LLLP,

as Lender








    	 



    	 



    

 


Schedule 1


 


Commercial Tort Claims


 


None


 




    	 



    	 



    

 


Schedule 2


 


Filings


 


Lender’s filing of a UCC-1 financing statement with the
filing office set forth next to each Grantor’s name below, naming such Grantor as debtor and Lender as a secured party and
payment of all filing costs and fees associated therewith.


 


	Grantor	 	Filing Office
	Signal Genetics LLC	 	Delaware Secretary of State
	Myeloma Health LLC	 	Delaware Secretary of State
	Respira Health LLC	 	Delaware Secretary of State
	CC Health LLC	 	Delaware Secretary of State


 




    	 



    	 



    

 


Schedule 3


 


Jurisdiction of Organizations; Chief
Executive Office


 


	Grantor	 	Jurisdiction of

Organization	 	Organizational ID

No.	 	Chief Executive Office
	Signal Genetics LLC,	 	Dealware	 	4910486	 	667 Madison Avenue, 14th Floor, New York, NY 10065
	Myeloma Health LLC,	 	Delaware	 	4775193	 	667 Madison Avenue, 14th Floor, New York, NY 10065
	Respira Health LLC	 	Delaware	 	4931502	 	667 Madison Avenue, 14th Floor, New York, NY 10065
	CC Health LLC	 	Delaware	 	4987727	 	667 Madison Avenue, 14th Floor, New York, NY 10065


 




    	 



    	 



    

 


Schedule 4


 


Locations of Inventory and Equipment


 


	Grantor	 	Address
	Signal Genetics	 	
        667 Madison Avenue, 14th Floor,

        New York, NY 10065

	Myeloma Health LLC	 	
        667 Madison Avenue, 14th Floor,

        New York, NY 10065

	Respira Health LLC	 	
        667 Madison Avenue, 14th Floor,

        New York, NY 10065

	CC Health LLC	 	
        667 Madison Avenue, 14th Floor,

        New York, NY 10065



 




    	 



    	 



    

 


Schedule 5


 


Pledged Collateral


 


1.          Pledged
Certificated Stock or Interests:


 


None.


 


2.          Pledged
Debt Instruments:


 


None.


 


3.          Pledged
Uncertificated Stock or Interests:


 


	Issuer	 	Holder	 	Type of

Entity	 	No. of Shares or

Units	 	Percentages of

Class of Shares

or Units
	Myeloma Health LLC	 	Signal Genetics LLC	 	LLC	 	60,000 Class A Units	 	100%
	Myeloma Health LLC	 	Signal Genetics LLC	 	LLC	 	25,000 Class C Units	 	100%
	Respira Health LLC	 	Signal Genetics LLC	 	LLC	 	10,000 Units	 	100%
	CC Health LLC	 	Signal Genetics LLC	 	LLLC	 	10,000 Units	 	100%


 




    	 



    	 



    

 


Schedule 6


 


Intellectual Property


 


Trademarks


 


None


 


Patents


 


See Attached


 


Registered Copyrights 


 


None


 


Internet Domain Names


 


None


 


Material Software


 


None


 


Licenses


 


License Agreement dated 4/1/2010 by and
between the Board of Trustees of the University of Arkansas, acting for and on behalf of the University of Arkansas for Medical
Sciences, and Myeloma Health LLC.


 


Sublicense Letter Agreement dated 6/28/2011
by and between DiagnoCure Inc. and CC Health LLC, and agreed and accepted by Targeted Diagnostics & Therapeutics, Inc., relating
to that certain License Agreement dated 4/30/2007 by and between DiagnoCure Inc. and Targeted Diagnostics & Therapeutics, Inc.


 




    	 



    	 



    

 


MYELOMA HEALTH APPLICATIONS/PATENTS


 


(08128/11)


 


	DOCKET #

UAMS #	 	TITLE OF INVENTION	 	SERIAL NO.	 	FILING

DATE	 	STATUS
	
        D6138

        I98-18
	 	EVI27 gene Sequences and Protein Encoded Thereby	 	60/180,374	 	02/04/00	 	
        Abandoned

        Nonprovisional & PCT

        applications files 02/02/01

	
        D6138

        I98-18
	 	EVI27 gene Sequences and Protein Encoded Thereby	 	09/778,971	 	02/02/01	 	
        Issued: 08/22/06

        USN 7,094,886

        2ND MF deadline 02/22/14

	
        D6138PCT

        195-18
	 	Cloning and Characterization of a Murine and Human Gene That Encodes a Member of the Interleukin-17 Receptor Family	 	2001/03518	 	02/02/01	 	
        Abandoned

        No national stage

        applications filed

	
        D6138/D

        I98-18
	 	EVI27 gene Sequences and Protein Encoded Thereby	 	11/128,403	 	05/12/05	 	
        Issued: 04/13/10

        USPN 7,696,150

        1ST MF deadline is

        10/13/13

	
        D6432

        2002-08
	 	Diagnosis and Prognosis of Multiple Myeloma Based on Gene Expression Profiling	 	60/348,238	 	11/07/01	 	Abandoned
	
        D6432

        2002-08
	 	Diagnosis and Prognosis of Multiple Myeloma Based on Gene Expression Profiling	 	60/355,386	 	02/08/02	 	Abandoned
	
        D6432

        2002-08
	 	Diagnosis and Prognosis of Multiple Myeloma Based on Gene Expression Profiling	 	60/403,075	 	8/13/02	 	
        Abandoned

        Nonprovisional & PCT Applications filed 11/07/01

	
        D6432

        2002-08
	 	Diagnosis and Classification of Multiple Myeloma	 	10/289,746	 	11/07/02	 	
        Issued: 02/23/10

        USPN 7,668,659

        1ST MF deadline is

        08/23/13



 




    	 



    	 



    

 


	
        D6432PCT

        2002-08
	 	Diagnosis and Prognosis of Multiple Myeloma Based on Gene Expression Profiling	 	2002/035724	 	11/07/02	 	
        Abandoned

        National stage entry in

        Canada, Mexico, Japan,

        Europe

	
        D6432CAN

        2002-08
	 	Diagnosis and Prognosis of Multiple Myeloma Based on Gene Expression Profiling	 	2,466,483	 	11/07/02	 	Abandoned
	
        D6432EPO

        2002-08
	 	Diagnosis and Prognosis of Multiple Myeloma Based on Gene Expression Profiling	 	02793889.3	 	11/07/02	 	Abandoned
	
        D6432JAP

        2002-08
	 	Diagnosis and Prognosis of Multiple Myeloma Based on Gene Expression Profiling	 	2003-553979	 	11/07/02	 	Abandoned
	
        D6432MEX

        2002-08
	 	Diagnosis and Prognosis of Multiple Myeloma Based on Gene Expression Profiling	 	
        PA/A/2002/00

        4378
	 	11/07/02	 	Abandoned
	
        D6432CIP

        2002-08
	 	Diagnosis and Classification of Multiple Myeloma	 	10/409,004	 	04/08/03	 	Issued 02/22/11

USPN 7,894,992

1ST MF deadline 08/22/14
	
        D6432CIP2

        2002-08
	 	Diagnosis of Multiple Myeloma on Gene Expression Profiling	 	10/454,263	 	06/04/03	 	
        Issued 12/11/07

        USPN 7,308,364

        2ND MF deadline 06/11/15

	
        D6432CIP2D

        2002-08
	 	Diagnosis and Prognosis of Multiple Myeloma Based on Gene Profiling	 	12/001,110	 	12/10/07	 	
        Abandoned

        (claims filed in

        6432CIP3D2)

	
        D6432CIP3D

        2002-08
	 	
        Diagnosis, Prognosis.

        Identification and Classification of Multiple Myeloma Based
        on Gene Expression Profiling
	 	12/012,302	 	02/01/08	 	Issued: 07/19/11

USPN 7,983,850

1ST MF deadline 01/19/15
	
        D6432CIP3D2

        2002-08
	 	Diagnosis, Prognosis Identification and Classification of Multiple Myeloma Based on Gene Expression Profiling	 	13/135,574	 	07/08/11	 	Awaiting first Office Action


 




    	- 2 -



    	 



    

 


	
        D6432CIP3PCT

        2002-08
	 	Diagnosis and Prognosis of Multiple Myeloma Based on Gene Profiling	 	2005/031038	 	08/31/05	 	Abandoned
	
        D6432CIP4

        2002-08
	 	Gene Expressional Profiling Based Identification of CKS1B as a Potential Therapeutic Target in Multiple Myeloma	 	11/110,209	 	04/20/05	 	Issued 05/03/11

USPN 7,935,697

1ST MF Deadline 11/03/14
	
        D6432CIP5

        2002-08
	 	Gene Expression Profiling Based Identification of CKS1B as a Potential Therapeutic Target in Multiple Myeloma	 	12/587,383	 	10/06/06	 	Awaiting first Office Action
	
        D6432CIP5PCT

        2002-08
	 	Diagnosis, Prognosis. Identification and Classification of Multiple Myeloma Based on Gene Expression Profiling	 	2010/002697	 	10/06/10	 	
        Thirty Month Deadline to

        Enter National Stage

        04/06/12

        ISRWO mailed 06/01/11

        No opinion prepared, claims

        to method of treatment

	
        D6557

        2004-12
	 	Use of Gene Expression Profiling to Predict Survival in Cancer Patient	 	60/573,669	 	05/21/04	 	Abandoned
	
        D6557

        2004-12
	 	Use of Gene Expression Profiling to Predict Survival in Cancer Patient	 	60/606,319	 	09/01/04	 	
        Abandoned

        Nonprovisional & PCT

        applications filed 05/20/05

	
        D6557

        2004-12
	 	Use of Gene Expression Profiling to Predict Survival in Cancer Patient	 	11/133,937	 	05/20/05	 	
        Request for Continued

        Examination filed 02/22/11

	
        D6557PCT

        2004-12
	 	Use of Gene Expression Profiling to Predict Survival in Cancer Patient	 	2005/017731	 	05/20/05	 	
        Abandoned

        National stage entry in

        Canada, Europe

	D6557CAN	 	Use of Gene Expression Profiling to Predict Survival in Cancer Patient	 	2,567,350	 	05/20/05	 	
        Awaiting 1st Office Action Maintenance Fee due

        05/20/12



 




    	- 3 -



    	 



    

 


	D6557EPO	 	Use of Gene Expression Profiling to Predict Survival in Cancer Patient	 	05780069.0	 	05/20/05	 	
        Response to Office Action

        filed 10/13/10

        Maintenance Fee due

        03/31/12

	
        D6557CIP PCT

        2001-12
	 	Use of Gene Expression Profiling to Predict Survival in Cancer Patient	 	2006/022303	 	06/08/06	 	
        Abandoned

        National stage entry in

        Canada, Europe

	
        D6557CIP CAN

        2004-12
	 	Use of Gene Expression Profiling to Predict Survival in Cancer Patient	 	2,611,696	 	06/08/06	 	
        Examination Request filed 06/05/11

        Maintenance Fee due

        06/08/12

	
        D6557CIP EPO

        2004-12
	 	Use of Gene Expression Profiling to Predict Survival in Cancer Patient	 	06772563.0	 	06/08/06	 	
        Myeloma Health

        discontinued prosecution

	
        D6557CIP/D

        2004-12
	 	Use of Gene Expression Profiling to Predict Survival in Cancer Patient	 	12/799,874	 	05/04/10	 	Awaiting 1st Office Action
	
        D6638

        2005-24
	 	Antineoplastic Activities of Ellipticine and Its Derivatives	 	60/702,944	 	07/27/05	 	
        Abandoned

        Nonprovisional & PCT

        application filed 07/27/06

	
        D6638

        2005-24
	 	Antineoplastic Activities of Ellipticine and Its Derivatives	 	11/494,335	 	07/27/06	 	Abandoned
	
        D6638PCT

        2005-24
	 	Antineoplastic Activities of Ellipticine and Its Derivatives	 	2006/29212	 	07/27/06	 	Abandoned
	
        D6729

        2007-01
	 	Gene Expression Profiling Based Identification of Genomic Signatures of Multiple Myeloma and Uses Thereof	 	60/847,220	 	09/26/06	 	
        Abandoned

        Nonprovisional & PCT

        applications filed 09/26/06

	
        D6729

        2007-01
	 	Gene Expression Profiling Based Identification of Genomic Signatures of Multiple Myeloma and Uses Thereof	 	11/904,151	 	09/26/07	 	
        Request for Continued

        Examination with

        Supplemental Response

        after Final filed 05/23/11



 




    	- 4 -



    	 



    

 


	
        D6729PCT

        2007-01
	 	Gene Expression Profiling Based Identification of Genomic Signatures of Multiple Myeloma and	 	2007/020732	 	09/26/07	 	
        Abandoned

        No national stage

        applications filed

	
        D6733

        2007-06
	 	TP53 Gene Expression and Uses Thereof	 	60/873,840	 	12/08/06	 	
        Abandoned

        Nonprovisional & PCT

        applications filed 12/07/07

	
        D6733

        2007-06
	 	TP53 Gene Expression and Uses Thereof	 	11/999,766	 	12/07/07	 	
        Response to Office Action

        due 09/01/11 (3 MO DL)

	
        D6733PCT

        2007-06
	 	TP53 Gene Expression and Uses Thereof	 	2007/025053	 	12/07/07	 	
        Abandoned

        No national stage

        applications filed

	
        D6733CIP

        2007-06
	 	TP53 Gene Expression and Uses Thereof	 	12/587,156	 	10/02/09	 	
        Response to Final Office

        Action Due 09/23/11

        (3 MO DL)

	
        D6733CIP PCT

        2007-06
	 	TP53 Gene Expression and Uses Thereof	 	2010/002626	 	09/28/10	 	
        Abandoned

        No national stage

        applications filed

	
        D6738

        2007-24
	 	Gene Expression Profiling Based Identification of Genomic Signatures of High-Risk Multiple Myeloma and Uses Thereof	 	60/857,456	 	11/07/06	 	
        Abandoned

        Nonprovisional & PCT

        applications filed 11/07/07

	
        D6738

        2007-24
	 	Gene Expression Profiling Based Identification of Genomic Signatures of High-Risk Multiple Myeloma and Uses Thereof	 	11/983,113	 	11/07/07	 	
        Request for Continued

        Examination with

        Supplemental Response

        after Final filed 02/09/11

	
        D6738PCT

        2007-24
	 	Gene Expression Profiling Based Identification of Genomic Signatures of High-Risk Multiple Myeloma and Uses Thereof	 	2007/023404	 	11/07/07	 	
        Abandoned;

        National stage entry in

        Europe, Japan



 




    	- 5 -



    	 



    

 


	
        D6738EPO

        2007-24
	 	Gene Expression Profiling Based Identification of Genomic Signatures of High-Risk Multiple Myeloma and Uses Thereof	 	07861764.4	 	11/07/07	 	
        Response to Office Action

        filed 12/01/10

        Maintenance Fee due

        11/30/11

	
        D6738JAP

        2007-24
	 	Gene Expression Profiling Based Identification of Genomic Signatures of High-Risk Multiple Myeloma and Uses Thereof	 	
        Tokugan

        2009-536276
	 	11/07/07	 	
        Examination requested

        11/05/10

        Awaiting 1st Office Action

	
        D6738CIP

        2007-24
	 	Gene Expression Profiling Based Identification of Genomic Signatures of High-Risk Multiple Myeloma and Uses Thereof	 	12/148,985	 	04/28/08	 	
        Response to Final Office

        Action due 11/16/11

        (3 MO DL)

	
        D6738CIP PCT

        2007-24
	 	Gene Expression Profiling Based Identification of Genomic Signatures of High-Risk Multiple Myeloma and Uses Thereof	 	2009/002552	 	04/24/09	 	
        Abandoned

        National stage entry in

        Australia, Canada, China,

        Europe, Japan Mexico

	
        D6738CIP AUS

        2007-24
	 	Gene Expression Profiling Based Identification of Genomic Signatures of High-Risk Multiple Myeloma and Uses Thereof	 	2009238613	 	04/24/09	 	
        Awaiting Notice to Request Examination

        Maintenance Fee due

        04/24/14

	
        D6738CIP CAN

        2007-24
	 	Gene Expression Profiling Based Identification of Genomic Signatures of High-Risk Multiple Myeloma and Uses Thereof	 	2,722,316	 	04/24/09	 	
        Request for Examination

        deadline 04/24/14

        Maintenance Fee due

        04/24/12

	
        D6738CIP CHI

        2007-24
	 	Gene Expression Profiling Based Identification of Genomic Signatures of High-Risk Multiple Myeloma and Uses Thereof	 	
        20098012415

        6.8
	 	04/24/09	 	
        Examination Request & Voluntary Amendment filed

        04/25/11

        Awaiting 1st Office Action




 






    	- 6 -



    	 



    




 


	
        D6738CIP EPO

        2007-24
	 	Gene Expression Profiling Based Identification of Genomic Signatures of High-Risk Multiple Myeloma and Uses Thereof	 	07861764.4	 	04/24/09	 	
        Response to Office Action

        due 12/24/11

        Maintenance Fee due

        04/30/12

	
        D6738CIP JAP

        2007-24
	 	Gene Expression Profiling Based Identification of Genomic Signatures of High-Risk Multiple Myeloma and Uses Thereof	 	
        Tokugan

        2011-506305
	 	04/24/09	 	
        Request for Examination

        deadline 04/24/12

	
        D6738CIP MEX

        2007-24
	 	Gene Expression Profiling Based Identification of Genomic Signatures of High-Risk Multiple Myeloma and Uses Thereof	 	
        MX/A/201001

        1554
	 	04/24/09	 	Awaiting 1st Office Action
	
        D6741

        2007-19
	 	Overexpression of Wnt Ligands and Treatment of Lytic Bone Diseases	 	60/873,134	 	12/06/06	 	
        Abandoned

        Nonprovisional & PCT

        applications filed 12/04/07

	
        D6741

        2007-19
	 	Overexpression of Wnt Ligands and Treatment of Lytic Bone Diseases	 	11/999,301	 	12/04/07	 	
        Response to Final Office

        Action due 09/28/11

	
        D6741PCT

        2007-19
	 	Overexpression of Wnt Ligands and Treatment of Lytic Bone Diseases	 	07/024901	 	12/04/07	 	
        Abandoned

        No national stage

        applications filed

	
        D6890

        2009-08
	 	Changes in the Expression of Proteosome Genes in Tumor Cells Following Short-Term Proteosome Inhibitor Therapy Predicts Survival in Multiple Myeloma Treated with Bortezomib-Containing Multi-Agent Chemotherapy	 	61/204,154	 	01/02/09	 	
        Abandoned

        PCT application (US

        designated) filed 01/04/10



 




    	- 7 -



    	 



    

 


	
        D6890PCT

        2009-08
	 	Uses of Bortezomib in Predicting Survival in Multiple Myeloma Patients	 	2010/000002	 	01/04/10	 	
        Abandoned

        National stage entry in

        Australia, Canada, Europe,

        Japan, Mexico, United States

	
        D6890US

        2009-08
	 	Uses of Bortezomib in Predicting Survival in Multiple Myeloma Patients	 	13/138,099	 	01/05/10	 	
        Awaiting Notification of

        Defects requiring signed declarations to be submitted

	
        D6890AUS

        2009-08
	 	Uses of Bortezomib in Predicting Survival in Multiple Myeloma Patients	 	Not assigned	 	01/04/10	 	
        Awaiting Notice to Request Examination

        Maintenance Fee due

        01/04/15

	
        D6890CAN

        2009-08
	 	Uses of Bortezomib in Predicting Survival in Multiple Myeloma Patients	 	Not assigned	 	01/04/10	 	
        Request for Examination

        deadline 01/04/15

        Maintenance Fee due

        01/04/12

	
        D6890CHI

        2009-08
	 	Uses of Bortezomib in Predicting Survival in Multiple Myeloma Patients	 	Not assigned	 	01/04/10	 	
        Request for Examination

        deadline 01/04/12

	
        D6890EPO

        2009-08
	 	Uses of Bortezomib in Predicting Survival in Multiple Myeloma Patients	 	10726814.6	 	01/04/10	 	
        Response to amend claims

        to avoid additional fees due 02/09/12

        Maintenance Fee due

        01/31/12

	
        D6890JAP

        2009-08
	 	Uses of Bortezomib in Predicting Survival in Multiple Myeloma Patients	 	Not assigned	 	01/04/10	 	
        Request for Examination

        deadline 01/04/13

	
        D6942

        2009-29
	 	High IL6R and Myeloma Resistance to Thalidomide	 	61/278,878	 	10/13/09	 	
        Abandoned

        PCT application (US

        designated) filed 01/04/10

	
        D6942PCT

        2009-29
	 	High IL6R and Myeloma Resistance to Thalidomide	 	2010/002734	 	10/13/10	 	
        Thirty Month Deadline to

        Enter National Stage

        04/13/12

        ISRWO mailed 06/28/11

        No opinion prepared, claims

        to method of treatment



 




    	- 8 -



    	 



    

 


	D6960	 	High-Risk Myeloma is Associated with Global Elevation of miRNAs and Overexpression of EIF2C2/AGO2	 	61/283,521	 	12/04/09	 	
        Abandoned

        PCT application (US

        designated) filed 12/03/10

	
        D6960PCT

        2010-07
	 	Prognosis, Diagnosis and Identification of Multiple Myeloma Based on Global Gene Expression Profiling	 	2010/003089	 	12/03/10	 	
        Thirty Month Deadline to

        Enter National Stage

        06/04/12

        Awaiting ISRWO

	
        D6983

        2010-19
	 	14 Gene Signature Distinguishes Ultra High Risk from Manageable GEP70 High Risk Diseases	 	61/396,917	 	06/04/10	 	
        Abandoned

        PCT application (US

        designated) filed 06/06/10

	
        D6983PCT

        2010-19
	 	14 Gene Signature Distinguishes Between Multiple Myeloma Subtypes	 	2011/001020	 	06/06/11	 	
        Thirty Month Deadline to

        Enter National Stage

        12/04/12

        Awaiting ISRWO

	
        D6991

        2010-14
	 	Glucocorticoid Receptor Expression in Multiple Myeloma Predicts Survival and Benefit from Thalidomide Treatment	 	61/400,781	 	08/02/10	 	
        Abandoned

        No conversion or foreign

        filing



 




    	- 9 -



    	 



    

 


Scope and duration of US patents

covering the PrevistageTM GCC colorectal cancer test


 


	Family	 	Patents	 	To prevent competitors from:	 	Until	 	Note
	023	 	US         6,060,037	 	Screening tissue or body fluid for presence of GCC protein or mRNA to confirm colorectal cancer has metastasized	 	2013-10-26	 	 
	024	 	
        US         5,601,990

        US         5,731,159

        US         5,928,873

        US         7,402,401

        US         7,820,390
	 	Confirming the presence of metastasized colorectal cancer cells in extraintestinal tissue (including lymph nodes) or body fluids by looking at expression of GCC protein (immunoassay) or detecting GCC mRNA (PCR), using or not negative and/or positive controls	 	2014-09-13	 	 
	025	 	US         6,602,659	 	Using any combination of primers to confirm the presence of GCC mRNA through the use of PCR	 	2017-05-02	 	 
	026	 	
        US         6,120,995

        US         7,135,333

        US         7,316,902
	 	Determining the presence of metastasized colorectal cancer cells in extraintestinal tissue or body fluid through selective detection of mRNA or cDNA of CRCA-1 (GCC alternative transcript)	 	
        2017-08-07

        2019-05-07

        2018-06-10
	 	 
	044	 	US National entry filed on 2010-09-28 based on PCT/CA2010/000277)	 	Using GUSB as a reference gene to achieve greater sensitivity in GCC mRNA detection by RT-qPCR and deriving prognostic value from the quantification

                                                     
	 	2030-02-24	 	 


 


NOTE –          All
patents, except those of the family 044 which are proprietary, belong to the Thomas Jefferson University and are sublicensed from
Targeted Diagnostics and Therapeutics.


 





DISCLAIMER –          Scope
of patents provided for informative purposes only. Skilled patent professionals should read and construe the claims in the context
of patent descriptions to get a more precise understanding of their intended coverage.







 


CONFIDENTIAL