VOTING AGREEMENT THIS VOTING AGREEMENT (this " Agreement "), dated as of October , 2016, is made by and among Transgenomic, Inc., a Delaware corporation (" Parent "), Precipio Diagnostics, LLC, a Delaware limited liabili

THIS VOTING AGREEMENT (this "Agreement"),

dated as of October , 2016, is made by and among Transgenomic, Inc., a Delaware corporation ("Parent"), Precipio

Diagnostics, LLC, a Delaware limited liability company (the "Company"), and the undersigned holder ("Stockholder")

of shares of capital stock (the shares owned beneficially or of record by Stockholder, the "Shares") of Parent.

WHEREAS, Parent, New Haven Labs Inc., a

Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and the Company have entered into

an Agreement and Plan of Merger, dated of even date herewith (the "Merger Agreement"), providing for the merger

of Merger Sub with and into the Company (the "Merger");

WHEREAS, as of the date hereof, Stockholder

beneficially owns and has sole or shared voting power with respect to the number of Shares, and holds stock options or other rights

to acquire the number of Shares indicated opposite Stockholder's name on Schedule 1 attached hereto;

WHEREAS, as an inducement and a condition

to the willingness of the Company to enter into the Merger Agreement, and in consideration of the substantial expenses incurred

and to be incurred by them in connection therewith, Stockholder has agreed to enter into and perform this Agreement; and

WHEREAS, all capitalized terms used in this

Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement.

NOW, THEREFORE, in consideration of, and

as a condition to, the Company entering into the Merger Agreement and proceeding with the transactions contemplated thereby, and

in consideration of the expenses incurred and to be incurred by them in connection therewith, Stockholder, Parent and the Company

to Vote Shares. Subject to the terms and conditions hereof, Stockholder agrees that, from and after the date hereof until the

Expiration Date (as defined in Section 2 below), at any meeting of the stockholders of Parent or any adjournment or postponement

thereof, or in connection with any written consent of the stockholders of Parent, with respect to the Merger, the Merger Agreement

or any Acquisition Proposal, Stockholder shall:

at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present

thereat for purposes of calculating a quorum;

(or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares: (i)

in favor of adoption and approval of the Parent Stockholder Matters and all other matters contemplated by the Merger Agreement

as to which stockholders of Parent are called upon to vote as necessary for consummation of the Merger and the other transactions

contemplated by the Merger Agreement; and (ii) against any Acquisition Proposal; and

(or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares against

any of the following actions (other than those actions that relate to the Merger and any other transactions contemplated by the

Merger Agreement): (i) any merger, consolidation, business combination, sale of assets, or reorganization of the Parent or any

Subsidiary (as defined in the Merger Agreement) of Parent, (ii) any sale, lease or transfer of all or substantially all of the

assets of Parent or any Subsidiary of Parent, (iii) any reorganization, recapitalization, dissolution, liquidation or winding up

of Parent or any Subsidiary of Parent, (iv) any material change in the capitalization of Parent or any Subsidiary of Parent, or

the corporate structure of Parent or any Subsidiary of Parent, except as contemplated by the Merger Agreement, or (v) any other

action that is intended, or would reasonably be expected to, impede, interfere with, delay, postpone, or materially and adversely

affect the Merger or any other transactions contemplated by the Merger Agreement.

Date. As used in this Agreement, the term "Expiration Date" shall mean the earlier to occur of (a) the Effective

Time, (b) such date and time as the Merger Agreement shall be terminated pursuant to Article VII thereof or otherwise, (c) such

time as there is a Parent Change of Recommendation, or (d) upon mutual written agreement of the parties to terminate this Agreement.

Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement;

provided, however, such termination or expiration shall not relieve any party from liability for any willful breach

of this Agreement or acts of bad faith prior to termination hereof.

Purchases. Stockholder agrees that any shares of capital stock or other equity securities of Parent that Stockholder purchases

or with respect to which Stockholder otherwise acquires sole or shared voting power after the execution of this Agreement and prior

to the record date for determining Parent stockholders entitled to vote with respect to the Parent Shareholder Matters, whether

by the exercise of any stock options or otherwise (collectively, "New Shares"), shall be subject to the terms

and conditions of this Agreement to the same extent as if they constituted the Shares hereunder.

and after the date hereof until the Expiration Date, Stockholder shall not, directly or indirectly, (i) cause or permit the Transfer

(as defined below) of any of the Shares of which Stockholder is the beneficial owner (A) unless each person (as defined in the

Merger Agreement) to which any of such Shares, or any interest in any of such Shares, is or may be transferred shall have (1) executed

a counterpart of this Agreement and (2) agreed in writing to hold such Shares (or interest in such Shares) subject to all of the

terms and provisions of this Agreement, (B) except by will or operation of law, in which case this Agreement shall bind the transferee,

or (C) as contemplated by the Merger Agreement, (ii) grant any proxies or powers of attorney, other than consistently with the

terms of Section 1 of this Agreement, or deposit any Shares into a voting trust or enter into a voting agreement with respect

to any Shares, or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or

incorrect in any material respect or have the effect of preventing or disabling Stockholder from performing Stockholder's

material obligations under this Agreement.

person shall be deemed to have effected a "Transfer" of a Share if such person directly or indirectly (i) sells,

pledges, encumbers, assigns, grants an option with respect to, transfers or disposes of such Share or any interest in such Share,

or (ii) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, assignment of, grant of an

option with respect to, transfer of or disposition of such Share or any interest therein.

and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent and the Company as follows:

has the full power and authority to execute and deliver this Agreement and to perform Stockholder's obligations hereunder;

Agreement has been duly executed and delivered by or on behalf of Stockholder and, assuming this Agreement constitutes a valid

and binding agreement of Parent and the Company, constitutes a valid and binding agreement with respect to Stockholder, enforceable

against Stockholder in accordance with its terms, except as enforcement may be limited by general principles of equity whether

applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights

and remedies generally;

as otherwise set forth on Schedule 1 attached hereto, as of the date hereof, Stockholder beneficially owns the number of

Shares indicated opposite such Stockholder's name on Schedule 1 attached hereto, and will own any New Shares, free

and clear of any liens, claims, security interests, pledges or other encumbrances or restrictions of any kind or nature whatsoever

("Liens") except for any restrictions under applicable securities laws, and has sole or shared, and otherwise

unrestricted, voting power with respect to such Shares or New Shares and none of the Shares or New Shares is or will be subject

to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares or the New Shares,

except as contemplated by this Agreement;

execution and delivery of this Agreement by Stockholder does not, and the performance by Stockholder of his, her or its obligations

hereunder and the compliance by Stockholder with any provisions hereof will not: (i) violate or conflict with, result in a material

breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default)

under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any

Liens on any Shares or New Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, lease, license, permit

or other obligation or any order, arbitration award, judgment or decree to which Stockholder is a party or by which Stockholder

is bound, or any law, statute, rule or regulation to which Stockholder is subject, except for such violations, conflicts, breaches,

defaults, rights, Liens or other occurrences as would not materially impair the ability of Stockholder to perform its obligations

under this Agreement or prevent or materially delay the consummation of any of the actions contemplated hereby, or (ii) in the

event that Stockholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of Stockholder;

execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder does not

and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or

regulatory authority by Stockholder except for applicable requirements, if any, of the Exchange Act, and except where the failure

to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay

the performance by Stockholder of his, her or its obligations under this Agreement in any material respect;

of the date hereof, there is no action pending or, to the knowledge of Stockholder, threatened against or affecting Stockholder

before or by any Governmental Entity that would reasonably be expected to impair in any material respect the ability of Stockholder

to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis; and

understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon Stockholder's execution

and delivery of this Agreement and the representations and warranties of Stockholder contained herein, and such Stockholder understands

and acknowledges that the Merger Agreement governs the terms of the Merger and the other transactions contemplated thereby.

Proxy. Subject to the penultimate sentence of this Section 6, by execution of this Agreement, Stockholder does hereby

appoint the Company with full power of substitution and resubstitution, as Stockholder's true and lawful attorney and irrevocable