Common use of Required Financials Clause in Contracts

Required Financials. The Company Signatories shall (a) deliver true, correct and complete copies of (i) the audited consolidated balance sheet of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) as of December 31, 2023 and the related audited consolidated statements of income and comprehensive income, stockholders’ equity and cash flows of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) for each of the years then ended (collectively, the “Company Audited Financial Statements”), together with all related notes and schedules thereto, in each case, with such Company Audited Financials (A) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, (B) prepared in accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X, and (C) accompanied by a signed report of the Company’s independent auditor with respect thereto, which report refers to the standards of the PCAOB and is unqualified, (ii) the unaudited consolidated balance sheet of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) as of the last day of each subsequent fiscal quarter of the Company ending at least forty-five (45) days prior to the filing of the Registration Statement, and the related unaudited consolidated statements of income and cash flows of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) for the fiscal quarter and year-to-date period ended as of each such date (and for the comparable periods in the prior fiscal year), or otherwise required by the rules and regulations of the SEC governing the Registration Statement (the “Company Unaudited Financials”), in each case, with such Company Unaudited Financials (A) reviewed by the Company’s independent auditor in accordance with AS 4105 Reviews of Interim Financial Information and without qualification, (B) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, and (C) prepared in accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X, and (iii) any unaudited pro forma financial statements required by Regulation S-X of the SEC to be included in the Registration Statement (the “Pro Forma Financials” and, together with the Company Audited Financials and the Company Unaudited Financials, the “Required Financials”) not later than thirty (30) days from the date hereof, and (b) make any necessary amendments, restatements or revisions to the Required Financials such that they remain compliant through the date of completion of the offering pursuant to the Registration Statement and completion of the WinVest PIPE Investments.

Required Financials. The Company Signatories shall use its reasonable best efforts to (a) deliver to BAC (i) (x) not later than February 7, 2024, true, correct and complete copies of (i) the audited consolidated balance sheet of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) Company as of December 31, 2023 2021, and December 31, 2022, and (y) as soon as reasonably practicable after February 7, 2024 but no later than March 31, 2024, true, correct and complete copies of the audited consolidated balance sheet of the Company as of December 31, 2023, in each case including the related audited consolidated statements of income and comprehensive income, stockholders’ equity and cash flows of the Group Companies (other than Xtribe PLC and Company for such years, each audited in accordance with the Excluded Subsidiary) for each auditing standards of the years then ended PCAOB, together with an unqualified audit report thereon from the Company’s independent public accountants (collectively, the “Company PCAOB Audited Financial StatementsFinancials”), together with all related notes and schedules thereto, in each case, with such Company Audited Financials (A) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, (B) prepared in accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X, and (C) accompanied by a signed report of the Company’s independent auditor with respect thereto, which report refers to the standards of the PCAOB and is unqualified, (ii) (x) as soon as reasonably practicable but no later than February 7, 2024, the unaudited consolidated balance sheet of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) Company as of the last day of September 30, 2023 and (y) within forty-five (45) days as of the end of each subsequent fiscal quarter of the Company ending at least forty-five (45) days prior to the filing of the Registration Statement or any amendment thereto or as otherwise required by the rules and regulations of the SEC governing the Registration Statement, and the unaudited consolidated balance sheet of the Company as of the last day of such fiscal quarter, in each case including the related unaudited consolidated statements of income and cash flows of the Group Companies Company for such periods (other than Xtribe PLC and the Excluded Subsidiary) for the fiscal quarter and year-to-date period ended as of each such date (and for the comparable periods in the prior fiscal year“Company Unaudited Financials”), (iii) at such time as any PCAOB Audited Financials or Company Unaudited Financials are delivered to BAC pursuant to the foregoing, any historical financial statements of any persons acquired or to be acquired by the Company, whether in connection with the Pharmacy Acquisitions or otherwise, required by Rule 3-05 of Regulation S-X of the SEC or otherwise required by the rules and regulations of the SEC governing the Registration Statement (in the “Company Unaudited Financials”)case of any such financial statements required to be audited, each audited in each caseaccordance with the auditing standard of the AICPA, together with such Company Unaudited Financials (A) reviewed by an unqualified audit report thereon from the Company’s independent auditor in accordance with AS 4105 Reviews of Interim Financial Information and without qualification, auditors) (Bthe “Acquired Company Financials”) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, and (Civ) prepared in accordance with GAAP applied on a consistent basis throughout at such time as any PCAOB Audited Financials, Company Unaudited Financials and/or Acquired Company Financials are delivered to BAC pursuant to the covered periods and Regulation S-Xforegoing, and (iii) any unaudited pro forma financial statements required by Regulation S-X of the SEC to be included in the Registration Statement in connection therewith (the “Pro Forma Financials” and, together with the PCAOB Audited Financials, the Company Audited Unaudited Financials and the Acquired Company Unaudited Financials, the “Required Financials”) not later than thirty (30) days from the date hereof), and (b) make any necessary amendments, restatements or revisions to the Required Financials such that they remain compliant Compliant through the date of completion of the offering pursuant to the Registration Statement and completion of the WinVest PIPE InvestmentsFinancing, if applicable.

Required Financials. The Company Signatories shall use its reasonable best efforts to (aA) deliver prepare and deliver, by November 10, 2023, true, correct and complete copies of (i) the audited consolidated balance sheet of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) Company as of December 31, 2023 2021 and December 31, 2022, and the related audited consolidated statements of income and comprehensive income, stockholders’ equity and cash flows of the Group Companies (other than Xtribe PLC and Company for such years, each audited in accordance with the Excluded Subsidiary) for each auditing standards of the years then ended PCAOB, together with an unqualified audit report thereon from the Company’s independent public accountants (collectively, the “Company PCAOB Audited Financial StatementsFinancials”), together with all related notes and schedules thereto, in each case, with such Company Audited Financials (A) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, (B) prepared in accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X, and (C) accompanied by a signed report of the Company’s independent auditor with respect thereto, which report refers to the standards of the PCAOB and is unqualified, (ii) the unaudited consolidated balance sheet of the Group Companies (other than Xtribe PLC Company as of June 30, 2023 and the Excluded Subsidiary) as of the last day of each subsequent fiscal quarter of the Company ending at least forty(collectively, the “Company Unaudited Financials”), (iii) any historical financial statements of any persons acquired or to be acquired by the Company required by Rule 3-five (45) days prior to the filing 05 of Regulation S-X of the Registration Statement, and the related unaudited consolidated statements of income and cash flows of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) SEC for the fiscal quarter corresponding periods set forth in (i) and year-to-date period ended as of each such date (and for the comparable periods in the prior fiscal year), ii) above or otherwise required by the rules and regulations of the SEC governing the Registration Statement (in the “Company Unaudited Financials”)case of any such financial statements required to be audited, each audited in each caseaccordance with the auditing standards of the AICPA, together with such Company Unaudited Financials (A) reviewed by an unqualified audit report thereon from the Company’s independent auditor in accordance with AS 4105 Reviews of Interim Financial Information and without qualification, auditors) (Bthe “Acquired Company Financials”) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, and (C) prepared in accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X, and (iiiiv) any unaudited pro forma financial statements required by Regulation S-X of the SEC to be included in the Registration Statement (the “Pro Forma Financials” and, together with the Company PCAOB Audited Financials and Financials, the Company Unaudited Financials, and the Acquired Company Financials, the “Required Financials”) not later than thirty (30) days from the date hereof), and (bB) promptly make any necessary amendments, restatements or revisions to the Required Financials Financials, including any audited or unaudited financial statements for additional periods as required pursuant to rules and regulations of the SEC, such that they remain compliant Compliant through the date of completion of the offering pursuant to the Registration Statement and completion of the WinVest PIPE InvestmentsFinancing. The Company shall use commercially reasonable efforts to promptly remedy or otherwise address any significant deficiency, material weakness or other issue with respect to the Company’s internal control over financial reporting or otherwise in the preparation of the Required Financials, as identified by the Company’s accountants. The PCAOB Audited Financials shall not be materially different from the Financial Statements.

Required Financials. The Company Signatories shall use its reasonable best efforts to (aA) prepare and deliver as promptly as practicable, true, correct and complete copies of (i) the audited consolidated balance sheet of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) Company as of December 31, 2023 2022 and December 31, 2023, and the related audited consolidated statements of income and comprehensive income, stockholders’ equity and cash flows of the Group Companies (other than Xtribe PLC and Company for such years, each audited in accordance with the Excluded Subsidiary) for each auditing standards of the years then ended (collectively, the “Company Audited Financial Statements”)PCAOB, together with all related notes and schedules thereto, in each case, with such Company Audited Financials (A) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, (B) prepared in accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X, and (C) accompanied by a signed an unqualified audit report of thereon from the Company’s independent auditor with respect thereto, which report refers to the standards of the PCAOB and is unqualifiedpublic accountants, (ii) the unaudited consolidated balance sheet of the Group Companies (other than Xtribe PLC Company as of June 30, 2024 and the Excluded Subsidiary) as of the last day of each subsequent fiscal quarter of the Company, (iii) any historical financial statements of any persons acquired or to be acquired by the Company ending at least fortyrequired by Rule 3-five (45) days prior to the filing 05 of Regulation S-X of the Registration Statement, and the related unaudited consolidated statements of income and cash flows of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) SEC for the fiscal quarter corresponding periods set forth in (i) and year-to-date period ended as of each such date (and for the comparable periods in the prior fiscal year), ii) above or otherwise required by the rules and regulations of the SEC governing the Registration Statement (in the “Company Unaudited Financials”)case of any such financial statements required to be audited, each audited in each caseaccordance with the auditing standards of the AICPA, together with such Company Unaudited Financials (A) reviewed by an unqualified audit report thereon from the Company’s independent auditor in accordance with AS 4105 Reviews of Interim Financial Information and without qualification, (Bauditors) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, and (C) prepared in accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X, and (iiiiv) any unaudited pro forma financial statements required by Regulation S-X of the SEC to be included in the Registration Statement (the “Pro Forma Financials” and, together with the Company Audited Financials and the Company Unaudited Financialscollectively, the “Required Financials”) not later than thirty (30) days from the date hereof), and (bB) promptly make any necessary amendments, restatements or revisions to the Required Financials Financials, including any audited or unaudited financial statements for additional periods as required pursuant to rules and regulations of the SEC, such that they remain compliant Compliant through the date of completion of the offering pursuant to the Registration Statement. The Company shall use commercially reasonable efforts to promptly remedy or otherwise address any significant deficiency, material weakness or other issue with respect to the Company’s internal control over financial reporting or otherwise in the preparation of the Required Financials, as identified by the Company’s accountants. The PCAOB Audited Financials shall not be materially different from the Financial Statements. As used herein, “Compliant” means that the Required Financials: (a) comply in all material respects with all requirements of Regulation S-K and Regulation S-X of the SEC applicable to the Registration Statement, (b) would not be deemed stale or otherwise be unusable pursuant to the requirements of the Securities Act including Regulation S-X thereof, and (c) are sufficient to permit the Company’s independent public accountants or independent auditors, as the case may be, to issue customary “comfort letters” in connection with the offering pursuant to the Registration Statement, including as to customary negative assurances and change periods, in order to consummate the offering pursuant to the Registration Statement (and such auditors have confirmed that they are prepared to issue a comfort letter subject to their completion of the WinVest PIPE Investmentscustomary procedures).

Required Financials. The Company Signatories shall (a) The Company shall deliver trueto SPAC, correct and complete copies as promptly as reasonably practicable following the date of this Agreement the Closing Financial Statements, as applicable. The Closing Company Financial Statements (i) the audited consolidated balance sheet of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) as of December 31, 2023 and the related audited consolidated statements of income and comprehensive income, stockholders’ equity and cash flows of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) for each of the years then ended (collectively, the “Company Audited Financial Statements”), together with all related notes and schedules thereto, in each case, with such Company Audited Financials (A) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, (B) will be prepared in accordance with GAAP applied on a consistent basis throughout the covered periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and Regulation Ssubject, in the case of any unaudited financial statements, to normal year-Xend audit adjustments (none of which is expected to be, individually or in the aggregate, material) and (C) accompanied by a signed report the absence of the Company’s independent auditor with respect notes thereto, which report refers to the standards of the PCAOB and is unqualified), (ii) will fairly present in all material respects the unaudited consolidated balance sheet financial position, results of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) as of the last day of each subsequent fiscal quarter of the Company ending at least forty-five (45) days prior to the filing of the Registration Statementoperation, and the related unaudited consolidated statements of income stockholders’ equity and cash flows of the Group Companies (other than Xtribe PLC and Company as at the Excluded Subsidiary) for the fiscal quarter and year-to-date period ended as of each such date (thereof and for the comparable periods in the prior fiscal year), or otherwise required by the rules and regulations of the SEC governing the Registration Statement (the “Company Unaudited Financials”), in each case, with such Company Unaudited Financials (A) reviewed by the Company’s independent auditor in accordance with AS 4105 Reviews of Interim Financial Information and without qualificationperiod indicated therein, (Biii) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, and (C) will be prepared in accordance with GAAP applied on a consistent basis throughout the covered periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and Regulation Ssubject, in the case of any unaudited financial statements, to normal year-Xend audit adjustments (none of which is expected to be, individually or in the aggregate, material) and the absence of notes thereto), (iv) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and will contain an unqualified report of the Company’s auditor and (iiiv) any unaudited pro forma financial statements required by will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable). (b) In the event the Closing Company Financial Statements go stale prior to the Closing Date under the Securities Laws, the Company shall use commercially reasonable efforts to deliver as promptly as practicable such further historical financial statements of the SEC Company that would be required to be included in the Registration Statement (the “Pro Forma Financials” and, together and any other filings to be made by SPAC with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Document. (c) The Company Audited Financials shall use commercially reasonable efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the Company Unaudited Financials, the “Required Financials”) not later than thirty (30) days from the date hereof, and (b) make any necessary amendments, restatements or revisions to the Required Financials such that they remain compliant through the date of completion normal operation of the offering pursuant Company, SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement and completion any other filings to be made by SPAC with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Document and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the WinVest PIPE InvestmentsSEC.

Required Financials. The Company Signatories shall (a) The Company shall deliver trueto ACAH, correct and complete copies as promptly as reasonably practicable following the date of this Agreement the Closing Company Financial Statements, as applicable. The Closing Company Financial Statements (i) the audited consolidated balance sheet of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) as of December 31, 2023 and the related audited consolidated statements of income and comprehensive income, stockholders’ equity and cash flows of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) for each of the years then ended (collectively, the “Company Audited Financial Statements”), together with all related notes and schedules thereto, in each case, with such Company Audited Financials (A) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, (B) will be prepared in accordance with GAAP applied on a consistent basis throughout the covered periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and Regulation Ssubject, in the case of any unaudited financial statements, to normal year-Xend audit adjustments (none of which is expected to be, individually or in the aggregate, material) and (C) accompanied by a signed report the absence of the Company’s independent auditor with respect notes thereto, which report refers to the standards of the PCAOB and is unqualified), (ii) will fairly present in all material respects the unaudited consolidated balance sheet financial position, results of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) as of the last day of each subsequent fiscal quarter of the Company ending at least forty-five (45) days prior to the filing of the Registration Statementoperation, and the related unaudited consolidated statements of income stockholders’ equity and cash flows of the Group Companies (other than Xtribe PLC and Company as at the Excluded Subsidiary) for the fiscal quarter and year-to-date period ended as of each such date (thereof and for the comparable periods in the prior fiscal year), or otherwise required by the rules and regulations of the SEC governing the Registration Statement (the “Company Unaudited Financials”), in each case, with such Company Unaudited Financials (A) reviewed by the Company’s independent auditor in accordance with AS 4105 Reviews of Interim Financial Information and without qualificationperiod indicated therein, (Biii) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, and (C) will be prepared in accordance with GAAP applied on a consistent basis throughout the covered periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and Regulation Ssubject, in the case of any unaudited financial statements, to normal year-Xend audit adjustments (none of which is expected to be, individually or in the aggregate, material) and the absence of notes thereto), (iv) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and will contain an unqualified report of the Company’s auditor and (iiiv) any unaudited pro forma financial statements required by will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable). (b) In the event the Closing Company Financial Statements go stale prior to the Closing Date under the Securities Laws, the Company shall use commercially reasonable efforts to deliver as promptly as practicable such further historical financial statements of the SEC Company that would be required to be included in the Registration Statement (the “Pro Forma Financials” and, together / Proxy Statement and any other filings to be made by ACAH with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Document. (c) The Company Audited Financials shall use commercially reasonable efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the Company Unaudited Financials, the “Required Financials”) not later than thirty (30) days from the date hereof, and (b) make any necessary amendments, restatements or revisions to the Required Financials such that they remain compliant through the date of completion normal operation of the offering pursuant Company, ACAH in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement / Proxy Statement and completion any other filings to be made by ACAH with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Document and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the WinVest PIPE InvestmentsSEC.

Required Financials. The Company Signatories shall (a) deliver true, correct and complete copies of (i) the audited consolidated balance sheet of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) as of December 31, 2023 and the related audited consolidated statements of income and comprehensive income, stockholders’ equity and cash flows of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) for each of the years then ended (collectively, the “Company Audited Financial Statements”), together with all related notes and schedules thereto, in each case, with such Company Audited Financials Financial Statements (A) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, (B) prepared in accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X, and (C) accompanied by a signed report of the Company’s independent auditor with respect thereto, which report refers to the standards of the PCAOB and is unqualified, (ii) the unaudited consolidated balance sheet of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) as of the last day of each subsequent fiscal quarter of the Company ending at least forty-five (45) days prior to the filing of the Registration Statement, and the related unaudited consolidated statements of income and cash flows of the Group Companies (other than Xtribe PLC and the Excluded Subsidiary) for the fiscal quarter and year-to-date period ended as of each such date (and for the comparable periods in the prior fiscal year), or otherwise required by the rules and regulations of the SEC governing the Registration Statement (the “Company Unaudited Financials”), in each case, with such Company Unaudited Financials (A) reviewed by the Company’s independent auditor in accordance with AS 4105 Reviews of Interim Financial Information and without qualification, (B) prepared with all periods presented as if the Pre-Closing Reorganization had occurred as of the earliest period presented therein, and (C) prepared in accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X, and (iii) any unaudited pro forma financial statements required by Regulation S-X of the SEC to be included in the Registration Statement (the “Pro Forma Financials” and, together with the Company Audited Financials Financial Statements and the Company Unaudited Financials, the “Required Financials”) not later than thirty fifteen (3015) days from the date hereof, and (b) make any necessary amendments, restatements or revisions to the Required Financials such that they remain compliant through the date of completion of the offering pursuant to the Registration Statement and completion of the WinVest PIPE Investments and/or Xtribe Private Placement Investments, as the case may be.