SecondAmendment to Agreement and Plan of Merger

Exhibit 2.1

Second Amendment to Agreement and Plan of Merger

This SECOND Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of June 27, 2017, is entered into by and among Transgenomic, Inc. (“Parent”), a Delaware corporation, New Haven Labs Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Precipio Diagnostics, LLC, a Delaware limited liability company (the “Company”).

Whereas, Parent, Merger Sub and the Company are parties to that Agreement and Plan of Merger, dated as of October 12, 2016 and amended by that certain First Amendment to Agreement and Plan of Merger dated as of February 2, 2017 (as amended, the “Agreement”);

Whereas, Parent, Merger Sub and the Company desire to amend the Agreement on the terms and conditions set forth herein;

Whereas, Section 8.10 of the Agreement provides that prior to the Effective Time, subject to applicable Law (including the DGCL and DLLCA) and Section 8.11 of the Agreement, the Agreement may be amended or modified only by a written agreement executed and delivered by duly authorized officers of Parent, Merger Sub and the Company; and

Whereas, the respective Boards of Directors of the parties to the Agreement have approved this Amendment prior to the Effective Time.

Now, Therefore, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

a.           Section 5.16(a) of the Agreement is deleted in its entirety and replaced with the following:

“(a)           Parent agrees to promptly file with the SEC a “shelf” registration statement on Form S-3 or other appropriate form in connection with the registration under the Securities Act of the Registrable Securities (the “Registration Statement”) as soon as practicable following the Effective Time, but in no event later than September 30, 2017. Parent shall maintain the effectiveness of such Registration Statement thereafter for a period of two years after such Registration Statement is declared effective by the SEC.”

b.           Schedule III (“Director Designees”) to the Agreement is hereby amended to include the following Company Director Designees and Parent Director Designees, as applicable, and as contemplated by Section 5.11(b) of the Agreement:

c.           Schedule IV (“Officer Designees”) to the Agreement is hereby amended to include the following persons that will be the officers of Parent as of the Effective Time as contemplated by Section 5.11(d) of the Agreement:

d.           The Parent Disclosure Schedule is hereby amended pursuant to Schedule I.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.