SECURED DEMAND PROMISSORY NOTE


 


	$20,000,000.00	November 3, 2011


 


FOR VALUE RECEIVED, on demand as
permitted herein, 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 (Signal, Myeloma
Health, Respira, CC Health and each other Person who becomes a party to this Note by execution of a joinder in the form of Exhibit
1 attached hereto, are sometimes referred to herein collectively as the “Borrowers” and individually as a “Borrower”),
each having an office at 667 Madison Avenue, 14th Floor, New York, New York 10065, promises to pay to the order of LEBOW ALPHA
LLP, a Delaware limited liability limited partnership (the “Lender”), at its offices at c/o BSL Capital,
667 Madison Avenue 14th Floor, New York, NY 10065, or at such other place as Lender may designate in writing, the principal sum
of the lesser of (A) TWENTY MILLION DOLLARS ($20,000,000.00), or (B) the principal amount of loans (the “Loans”)
outstanding hereunder, as conclusively evidenced on the grid attached hereto as Schedule I.


 


This Note and all obligations of Borrowers
hereunder are secured by a Guaranty and Security Agreement, dated of even date herewith, made by Borrowers to Lender (as amended,
restated, modified or supplemented from time to time, the “Security Agreement”).


 


1.          Interest;
Prepayment.


 


(a)          Interest
on this Note shall be payable on the unpaid principal amount hereof, computed on the basis of the actual number of days elapsed
in a 360-day year, at a rate per annum which shall be equal to eight percent (8.0%) per annum, compounded quarterly as of the last
day of each calendar quarter.


 


(b)          Interest,
at the rate described above, shall be payable on demand, at maturity (whether by acceleration or otherwise) and upon the making
of any prepayment, as hereinafter provided. In addition, interest shall be payable on any overdue installment of principal for
the period overdue, on demand, at a rate equal to eleven percent (11.0%) per annum, compounded quarterly as of the last day of
each calendar quarter. In no event shall interest exceed the maximum legal rate permitted by law. All payments, including insufficient
payments, shall be credited, regardless of their designation by Borrowers, first to collection expenses due hereunder, then to
outstanding late charges, then to interest due and payable but not yet paid, and the remainder, if any, to principal. All payments
by Borrowers or any endorser of this Note on account of principal, interest or fees hereunder shall be made in lawful money of
the United States of America, in immediately available funds.


 


(c)          The
Loans may be prepaid by Borrowers, in whole or in part, at any time without penalty or premium.


 




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2.          Advances;
Schedule 1.


 


Lender will advance the principal amount
of each Loan to the Borrowers within two Business Days after receipt from the Borrower Representative of a request therefor specifying
the amount of the Loan requested and the allocation of such Loan among the Borrowers, which requests may be made by the Borrower
Representative at any time prior to the date on which Lender has made demand for repayment of the Loans in accordance with Section
3 hereof. Lender is hereby authorized by Borrowers to enter and record on Schedule I attached hereto the amount of each Loan made
under this Note and each payment of principal thereon without any further authorization on the part of Borrowers or any endorser
or guarantor of this Note. To the extent interest is not paid when due, Lender is authorized and directed to enter the amount of
such interest as a Loan on Schedule I. The entry of a Loan on said schedule shall be prima facie and presumptive evidence of the
entered Loan and its conditions. Lender’s failure to make an entry, however, shall not limit or otherwise affect the obligations
of Borrowers or any endorser or guarantor of this Note.


 


3.          Loans
Due on Demand. Notwithstanding any terms in this Note to the contrary, the enumeration in this Note of specific obligations
of Borrowers to Lender and/or conditions to the availability of funds under this Note shall not be construed to qualify, define,
or otherwise limit Lender’s right, power, or ability, at any time, under applicable law, to demand the payment of
all Loans outstanding under this Note within five Business Days of written notice of such demand to the Borrower.


 


4.          Borrower
Representative. Each Borrower hereby designates and appoints Signal as its representative and agent on its behalf (the
“Borrower Representative”) for the purposes of issuing notices, delivering certificates, giving instructions
with respect to the disbursement of the proceeds of the Loans, giving and receiving all other notices and consents hereunder or
under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf
of any Borrower or the Borrowers under this Note, the Security Agreement and any other document, certificate, agreement, instrument
or statement delivered to Lender in connection with any of the foregoing (each a “Loan Document” and collectively,
the “Loan Documents”). Borrower Representative hereby accepts such appointment. Lender may regard any notice
or other communication pursuant to any Loan Document from Borrower Representative as a notice or communication from all Borrowers.
Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by Borrower Representative shall be deemed
for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same
extent as if the same had been made directly by such Borrower.


 


5.          Representations
and Warranties.


 


Borrowers, jointly and severally, hereby
represent and warrant as of the date of this Note, as follows:


 


(a)          Each
Borrower is a limited liability company duly organized and in good standing under the laws of its state of organization.


 




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(b)          The
execution, delivery and performance of this Note and the transactions contemplated hereunder (i) are all within each Borrower’s
limited liability company powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) are not
in contravention of law or the terms of any Borrower’s certificate of formation, operating agreement, by-laws, or other organizational
documentation, or any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property
are bound and (iv) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien,
security interest, charge or other encumbrance upon any property of any Borrower.


 


(c)          This
Note constitutes the legal, valid and binding obligation of Borrowers enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s
rights generally and by general equitable principles.


 


6.          Events
of Default.


 


Each of the following shall constitute an
Event of Default hereunder:


 


(a)          a
Borrower shall fail to make any payment of (i) principal outstanding hereunder on demand as demand is permitted hereunder, or (ii)
following three (3) Business Days’ written notice, interest on this Note or any fee provided for herein on demand as demand
is permitted hereunder;


 


(b)          default
by any Borrower in the performance or observance of any covenant, agreement or condition contained in this Note and such default
shall have continued for a period of ten (10) days after notice thereof to Borrower Representative;


 


(c)          any
representation or warranty made by a Borrower in any Loan Document shall prove to have been incorrect, untrue or misleading in
any material respect;


 


(d)          any
material provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against any Borrower
or the Loan Documents shall for any reason cease to create a valid security interest in the collateral purported to be covered
thereby or such security interest shall for any reason (other than the failure of Lender to take any action within its control)
cease to be a perfected security interest;


 


(e)          a
case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect or under any insolvency,
reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter
in effect (whether at law or in equity) is filed against any Borrower or all or any part of its properties and such petition or
application is not dismissed within forty five (45) days after the date of its filing or any Borrower shall file any answer admitting
or not contesting such petition or application or indicates its consent to, acquiescence in or approval of, any such action or
proceeding or the relief requested is granted sooner;


 




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(f)          any
Borrower makes an assignment for the benefit of creditors or a case or proceeding under the bankruptcy laws of the United States
of America now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution
or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at a law or equity) is filed by any Borrower
or for all or any part of its property.


 


7.          Remedies.


 


If an Event of Default occurs and is continuing,
at the election of Lender, the aggregate principal balance of this Note, together with the then accrued and unpaid interest thereon
(the “Default Amount”), shall become due and payable immediately (an “Acceleration”); provided,
that, upon the occurrence of any Event of Default described in Sections 6(e) or 6(f), the Default Amount shall automatically
become immediately due and payable.


 


EACH BORROWER HEREBY AFFIRMS, ACKNOWLEDGES
AND RATIFIES THAT ALL AMOUNTS DUE UNDER THIS NOTE ARE PAYABLE ON DEMAND, WHICH DEMAND MAY BE MADE AT ANY TIME BY LENDER IN ITS
SOLE DISCRETION IRRESPECTIVE OF WHETHER AN EVENT OF DEFAULT HAS OCCURRED.


 


8.          Joint
and Several.


 


The obligations of the Borrowers hereunder
and under the other Loan Documents are joint and several.


 


9.          Governing
Law.


 


THIS NOTE WILL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT BE APPLICABLE UNDER PRINCIPLES OF CONFLICTS OF LAW) AS TO ALL MATTERS,
INCLUDING, WITHOUT LIMITATION, MATTERS OF VALIDITY, CONSTRUCTION, EFFECT AND PERFORMANCE.


 


10.         Submission
to Jurisdiction.


 


Each of the parties submits to the jurisdiction
of any state or federal court sitting in New York, New York, in any action or proceeding arising out of or relating to this Note
and any Loan Document and agrees that all claims in respect of the action or proceeding may be heard and determined in any such
court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court.


 


11.         No
Waiver


 


No failure or delay on the part of Lender
in exercising any right, power, or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise
of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or
remedy hereunder. The rights and remedies provided herein are cumulative, and are not exclusive of any other rights, powers, privileges,
or remedies, now or hereafter existing, at law or in equity or otherwise


 




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12.         Waiver
of Jury Trial.


 


EACH OF BORROWERS AND LENDER HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY THIS NOTE, ANY LOAN DOCUMENT, THE
LOANS EVIDENCED BY THIS NOTE OR THE ACTIONS OF BORROWERS AND LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT
THEREOF.


 


13.         Notices.


 


Any notice or other communication required
or permitted to be given hereunder will be in writing and will be mailed by prepaid registered or certified mail, timely deposited
with an overnight courier such as Federal Express, or delivered against receipt (including by confirmed facsimile transmission),
at the addresses set forth in Section 1 of this Note or to such other address as the party may have furnished in writing in accordance
with the provisions of this Section. Any notice or other communication shall be deemed to have been given, made and received upon
receipt; provided, that any notice or communication that is received other than during regular business hours of the recipient
shall be deemed to have been given at the opening of business on the next business day of the recipient.


 


14.         Amendment.


 


This Note may not be modified, changed,
waived, discharged or terminated orally but only by agreement or discharge in writing and signed by Lender and Borrower Representative.
The acceptance by Lender of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of Lender’s
right to either require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make
prompt payment.


 


15.         Costs
and Expenses.


 


Borrowers shall reimburse Lender for all
costs and expenses incurred by Lender and shall pay the reasonable fees and disbursements of counsel to Lender in connection with
administration and enforcement of Lender’s rights hereunder and under the other Loan Documents. Borrowers shall also pay
any and all taxes (other than taxes on or measured by net income of the holder of this Note) incurred or payable in connection
with the execution and delivery of this Note and the Loan Documents.


 


16.         Amendments


 


No amendment, modification, or waiver of
any provision of this Note nor consent to any departure by any Borrower therefrom shall be effective unless the same shall be in
writing and signed by Lender and then such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.


 




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17.         Waiver.


 


Borrowers hereby waive presentment, notice
of demand for payment, protest, notice of dishonor and all other notices of a like nature with respect to this Note.


 


18.         Successors
and Assigns.


 


This Note shall be binding upon Borrowers
and their respective successors and assigns.


 


19.         Captions.


 


Captions and section titles contained herein
are inserted as a matter of convenience and for reference only and are not intended to define, limit, extend or describe the scope
of this Note or the intent of any provision thereof.


 


20.         Severability.


 


In the event that any provision of this
Note shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability
of the other provisions of this Note, it being hereby agreed that such provisions are severable and that this Note shall be construed
in all respects as if such invalid or unenforceable provisions were omitted.


 


21.         Entire
Agreement.


 


This Note sets forth the entire agreement
of Borrowers and Lender with respect to this Note and may be modified only by a written instrument executed by Borrowers and Lender.


 


REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK


 




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IN WITNESS WHEREOF, the undersigned
has caused this Secured Demand Promissory Note to be duly executed as of the date first written above.


 


	 	BORROWERS:
	 	 	 
	 	SIGNAL GENETICS, LLC
	 	 	 
	 	By:	/s/ Joe Hernandez
	 	Name:	             Joe Hernandez
	 	Title:	             President/CEO


 


	 	MYELOMA HEALTH LLC
	 	 	 
	 	By:	/s/ Joe Hernandez
	 	Name:	             Joe Hernandez
	 	Title:	             President/CEO


 


	 	RESPIRA HEALTH LLC
	 	 	 
	 	By:	By: /s/ Joe Hernandez
	 	Name:	             Joe Hernandez
	 	Title:	             President/CEO


 


	 	CC HEALTH LLC
	 	 	 
	 	By:	By: /s/ Joe Hernandez
	 	Name:	             Joe Hernandez
	 	Title:	             President/CEO


 


	 	LENDER:
	 	 	 
	 	LEBOW ALPHA LLP
	 	By:	LeBow Holdings, Inc., a Nevada Corporation,
	 	 	its General Partner
	 	 	 
	 	By:	/s/ Bennett S. LeBow
	 	 	Bennett S. LeBow
	 	 	President


 




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SCHEDULE
1 TO NOTE


 


	Borrowers:	Date of Note: November 3, 2011
	Signal Genetics LLC	 
	Myeloma Health LLC	 
	Respira Health LLC	 
	CC Health LLC	 


 


	 	 	Amount of	 	 	Amount of	 	 	Unpaid Principle	 	 	Name of Person	 
	Date	 	Loan	 	 	Principal Repaid	 	 	Balance of Note	 	 	Making Notation	 
	11/1/11	 	 	6,856,298	 	 	 	-0-	 	 	 	6,856,298	 	 	 		 
	11/1/11	 	 	256,993	 	 	 	-0-	 	 	 	256, 993	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11/1/11	 	 	6,450,000	 	 	 	-0-	 	 	 	6,450,000	 	 	 	 	 
	11/1/11	 	 	164,329	 	 	 	-0-	 	 	 	164,329	 	 	 	 	 



 




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