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 (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 (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.