SEC Uses in ABSENCE OF CERTAIN CHANGES Clause

ABSENCE OF CERTAIN CHANGES from Investment Agreement

This INVESTMENT AGREEMENT (the "Agreement"), dated as of February 13, 2017 (the "Execution Date"), is entered into by and between Helix TCS, Inc. (the "Company"), a Delaware corporation, with its principal executive offices at 4950 South Yosemite Street, F2-210, Greenwood Village, CO 80111, and RedDiamond Partners LLC (the "Investor"), a Delaware limited liability company, with its principal executive offices at 156 West Saddle River Road Saddle River, NJ 07458.

ABSENCE OF CERTAIN CHANGES. Except as otherwise set forth in the SEC Documents, the Company does not intend to change the business operations of the Company in any material way. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings.

ABSENCE OF CERTAIN CHANGES from Investment Agreement

This INVESTMENT AGREEMENT (the "Agreement"), dated as of July 11 2016 (the "Execution Date"), is entered into by and between HealthLynked Corp. (the "Company"), a Nevada corporation, with its principal executive offices at 1726 Medical Blvd Suite 101 Naples, FL 34110, and Iconic Holdings, LLC (the "Investor"), a Delaware limited liability company, with its principal executive offices at 2251 San Diego Ave, #B150, San Diego, CA 92110.

ABSENCE OF CERTAIN CHANGES. Except as set forth in Schedule 4.7, the Company does not intend to change the business operations of the Company in any material way. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings.

Absence of Certain Changes from Agreement and Plan of Merger Among

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of September 12, 2016, is made by and among Farmland Partners Inc., a Maryland corporation ("Parent"), Farmland Partners Operating Partnership, LP, a Delaware limited partnership ("Parent OP"), Farmland Partners OP GP LLC, a Delaware limited liability company and the general partner of Parent OP ("Parent OP GP"), FPI Heartland LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Merger Sub"), FPI Heartland Operating Partnership, LP, a Delaware limited partnership ("Merger Partnership") whose general partner is FPI Heartland GP LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent OP ("Merger Sub GP" and, together with Parent, Merger Sub, Parent OP, Parent OP GP and Merger Partnership, the "Buyer Parties"), AMERICAN FARMLAND COMPANY, a Maryland corporation (the "Company"), and AMERICAN FARMLAND COMPANY L.P., a Delaware limited partnership whose sole general part

Absence of Certain Changes. Except as expressly contemplated by this Agreement or as disclosed in Parent SEC Reports or in Section 5.10 of the Parent Disclosure Schedule, from January 1, 2016 through the date hereof, Parent and the Parent Subsidiaries have conducted their businesses in all material respects in the ordinary course of business consistent with past practice and there has not been: (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of Parent (other than the regular quarterly dividends to be paid to holders of Parent Common Stock); (b) any Commitment entered into by Parent or any of the Parent Subsidiaries outside the ordinary course of business except for Commitments for expenses of attorneys, accountants, investment bankers and other services incurred in connection with the Mergers; (c) any material change in Parent's accounting principles, practices or methods except insofar as may have been required by a change in GAAP; or (d) any Event that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Absence of Certain Changes from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of September 12, 2016 by and among Horizon Pharma plc, a public limited company organized under the laws of Ireland (Parent), Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and Raptor Pharmaceutical Corp., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Article X.

Absence of Certain Changes. Since December 31, 2015, (a) the Company and its Subsidiaries have not suffered any Material Adverse Effect, and (b) the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business in all material respects and in a manner consistent with past practice in all material respects, except for the negotiation, execution, delivery and performance of this Agreement. Since June 30, 2016 through the date of this Agreement, the Company and its Subsidiaries have not taken any actions which, had such actions been taken after the date of this Agreement, would have required the written consent of Parent pursuant to Section 5.2(a), (d), (e), (f), (g), (h), (i), (j), (k), (q) or, with respect to any of the foregoing, (r).

Absence of Certain Changes from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of September 12, 2016 by and among Horizon Pharma plc, a public limited company organized under the laws of Ireland (Parent), Misneach Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and Raptor Pharmaceutical Corp., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Article X.

Absence of Certain Changes. Since December 31, 2015, (a) the Company and its Subsidiaries have not suffered any Material Adverse Effect, and (b) the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business in all material respects and in a manner consistent with past practice in all material respects, except for the negotiation, execution, delivery and performance of this Agreement. Since June 30, 2016 through the date of this Agreement, the Company and its Subsidiaries have not taken any actions which, had such actions been taken after the date of this Agreement, would have required the written consent of Parent pursuant to Section 5.2(a), (d), (e), (f), (g), (h), (i), (j), (k), (q) or, with respect to any of the foregoing, (r).

ABSENCE OF CERTAIN CHANGES from Investment Agreement

This INVESTMENT AGREEMENT (the "Agreement"), dated as of August 12, 2016 (the "Execution Date"), is entered into by and between XFit Brands, Inc., a Nevada corporation with its principal executive office at 25731 Commercentre Drive, Lake Forest, CA 92630(the "Company"), and GHS Investments LLC, a Nevada limited liability company, with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514 (the "Investor").

ABSENCE OF CERTAIN CHANGES. Except as otherwise set forth in the SEC Documents, the Company does not intend to change the business operations of the Company in any material way. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings.

Absence of Certain Changes from Agreement and Plan of Merger Among

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated August 8, 2016, is entered into among MONSTER WORLDWIDE, INC., a Delaware corporation (the "Company"), RANDSTAD NORTH AMERICA, INC., a Delaware corporation ("Parent"), and MERLIN GLOBAL ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub").

Absence of Certain Changes. Since the Audited Balance Sheet Date, and through the date of this Agreement, (a) the Company and the Company Subsidiaries have conducted their business in the ordinary course consistent with past practice in all material respects, (b) there has not been any Company Material Adverse Effect and (c) neither the Company nor any Company Subsidiary has taken any action that, if taken after the date of this Agreement, would require the prior written consent of Parent under clause (i) (with respect to clause A), (iv), (v), (viii), (xi), (xii), (xiii) or (xx) of Section 6.01(b) or, to the extent related to any such clause of Section 6.01(b), Section 6.01(b)(xxiii).

Absence of Certain Changes from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of July 24, 2016 (this Agreement), is by and among Aspen Parent, Inc., a Delaware corporation (Parent), Aspen Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Outerwall Merger Sub), Redwood Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Redbox Merger Sub and together with Outerwall Merger Sub, the Merger Subs), Outerwall Inc., a Delaware corporation (the Company), and Redbox Automated Retail, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company (Redbox).

Absence of Certain Changes. Except as otherwise contemplated, required or permitted by this Agreement, since the Balance Sheet Date through the date hereof, (a) the Company and its Subsidiaries, taken as a whole, have conducted their business, in all material respects, in the ordinary course consistent with past practice (b) there has not been any effect, change, event or occurrence that, individually or in the aggregate, has had, is having or would reasonably be expected to have a Company Material Adverse Effect and (c) neither the Company nor any of its Subsidiaries has taken or agreed to take any action that, if taken between the date of this Agreement and prior to the Effective Time, would have required the consent of Parent under any of clauses (a) through (t) of Section 5.1.

Absence of Certain Changes from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of July 20, 2016 by and among Galenica AG, a public limited company existing under the laws of Switzerland (Parent), Vifor Pharma USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and Relypsa, Inc., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Section 10.1.

Absence of Certain Changes. Between December 31, 2015 and the date hereof, (a) no Effect has occurred that has had or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, and (b) the Company and its Subsidiaries have (i) conducted their respective businesses in the ordinary course of business in all material respects and in a manner consistent with past practice and (ii) not taken or failed to take any action that, had such action been taken or failed to have been taken after the date hereof, would have required Parents consent under Section 5.2(e), (f), (j), (k), (o) and (s) (but only with respect to any of the foregoing actions), in each case, except for the negotiation, execution, delivery and performance of this Agreement.

Absence of Certain Changes from Agreement and Plan of Merger and Reorganization

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement"), dated as of June 7, 2016, by and among Miramar Labs, Inc. (formerly KTL Bamboo International Corp.), a Delaware corporation (the "Parent"), Miramar Acquisition Corp., a Delaware corporation (the "Acquisition Subsidiary") and Miramar Technologies, Inc., a Delaware corporation (the "Company")." The Parent, the Acquisition Subsidiary and the Company are each a "Party" and referred to collectively herein as the "Parties."

Absence of Certain Changes. Since the Company Interim Balance Sheet Date, and except as set forth in Section 2.8 of the Company Disclosure Schedule, to the knowledge of the Company, there has occurred no event or development which, individually or in the aggregate, has had, or could reasonably be expected to have in the future, a Company Material Adverse Effect.