Exhibit 10.9


 


AMENDED AND RESTATED SECURED DEMAND PROMISSORY
NOTE


 


	$25,000,000.00	December 11, 2013


 


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 LLLP, 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 FIVE MILLION DOLLARS ($25,000,000.00), or (13) 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”).


 


This Note amends, restates, replaces and
supersedes the Secured Demand Promissory Note in the original principal amount of $20,000,000, dated November 3, 2011 (the “Existing
Note”), made by the Borrowers in favor of Lender. This Note is being delivered in substitution for and replacement of,
and not in satisfaction of, the Existing Note. This Note is not intended to extinguish, release or otherwise discharge Borrower’s
obligations under the Existing Note and is not intended to be a novation of Borrower’s obligations thereunder


 


		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.


 




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


 


		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 1. 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.


 




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		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.


 


(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.


 




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		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


 


		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 (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.


 




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		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.


 


		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.	Cautions.



 


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:	Sam Riccitelli
	 	Name:  Sam Riccitelli
	 	Title:  President and CEO
	 	 
	 	MYELOMA HEATH LLC
	 	 
	 	By:	Sam Riccitelli
	 	Name:  Sam Riccitelli
	 	Title:  President and CEO
	 	 
	 	RESPIRA HEALTH LLC
	 	 
	 	By:	Sam Riccitelli
	 	Name:  Sam Riccitelli
	 	Title:  President and CEO
	 	 
	 	CC HEALTH LLC
	 	 
	 	By:	Sam Riccitelli
	 	Name:  Sam Riccitelli
	 	Title:  President and CEO
	 	 
	 	LENDER:
	 	 
	 	LEBOW ALPHA LLLP
	 	By:	LeBow Holdings, LLC
	 	 	its General Partner
	 	 
	 	By:	Bennett S. LeBow
	 	Bennett S. LeBow, as trustee of the
	 	LEBOW 2011 MANAGEMENT TRUST
	 	u/a/d November 11, 2011, Member


 




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SCHEDULE 1 TO NOTE


 


	Borrowers:	Date of Note:  December 11, 2013
	Signal Genetics LLC	 
	Myeloma Health LLC	 
	Respira Health LLC	 
	CC Health LLC	 


 


	Date	 	Amount of Loan	 	 	Amount of 
Principal Repaid	 	 	Unpaid Principal 
Balance of Note	 	 	Name of Person 
Making Notation
	12/11/13	 	$	8,625,000	 	 	$	0.00	 	 	$	8,625,000	 	 	Gamma
	12/11/13	 	$	842,962	 	 	$	0.00	 	 	$	1,383,838	 	 	Gamma
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12/11/13	 	$	4,817,197	 	 	$	0.00	 	 	$	4,817,197	 	 	Alpha
	12/11/13	 	$	772,895	 	 	$	0.00	 	 	$	772,895	 	 	Alpha



 




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