Exhibit D: Client Services Agreement, Stenson Tamaddon and Gregg Veterinary Hospital (Document 1-4)

Summary

Exhibit D, filed 06/29/26 as Document 1-4 in Case 3:26-cv-00472-KHJ-MTP, is a Client Services Agreement between Stenson Tamaddon, LLC, an Arizona company, and Gregg Veterinary Hospital LLC of Louisiana, for preparing ERC claims. The pricing summary sets a 12% contingency fee and a retainer deposit of 0, with the fee due within 15 calendar days of receipt of any Proceeds, and lists Darin Grantham CPA as broker or referral agent. The terms say the company makes no guarantee that any ERC refund will be issued, takes a security interest in the expected refund, and will repay its fee to the IRS with pro rata interest if the IRS finds the payments were made in error. The signature blocks name Darin Grantham for the client and Ryan Rowland, SVP, for the company.

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Cite this document

“Exhibit D: Client Services Agreement, Stenson Tamaddon and Gregg Veterinary Hospital (Document 1-4).” Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/1-4-exhibit-d-csa-gregg-veterinary-hospital-4965373a71/, SHA-256 35914f9e18b03c273a5d6175bc1062f14e8f3dc1b857902f4ef9f0abecd921ba.

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CLIENT SERVICES AGREEMENT: PRICING SUMMARY

This Client Services Agreement (this “Agreement”) is dated as of the Date below (the “Effective Date”)
between Stenson Tamaddon, LLC, an Arizona limited liability company with a principal place of business
at 111 West Monroe Street, Phoenix, Arizona 85003 (the “Company”, “We”, “Us” or “Our”) and:

DATE: Jun 06
__________________
2023
CLIENT NAME: Gregg Veterinary Hospital LLC
_____________________________________________________

ENTITY TYPE (e.g., Corp. Inc., LLC, etc.) LLC
______________

JURISDICTION (state of formation/organization): Louisiana
____________________

located at 1150 Logan Sewell Rd, Vidalia LA 71373
(ADDRESS)_____________________________________________________________
(“Client”, “You” or “Your,” each individually a “Party” and together, “the Parties”). Defined Terms are
included in Section L and are herein incorporated by reference.

A. TERMS

1. CONTINGENCY FEE [ 12 %]

2. RETAINER DEPOSIT: [ 0 ] (this deposit amount shall be applied toward the
Contingency Fee).

B. CLIENT SERVICE FEE; TIMING & METHOD OF PAYMENT
In consideration of the provision of the Services by the Company and the rights granted to the Client
under this Agreement, You shall pay the Company the Client Service Fee, as follows:

1. the Retainer Deposit immediately following the execution of this Agreement; and

2. the Contingency Fee within 15 calendar days of your receipt of any Proceeds.

C. BROKERS & REFERRALS

If the "Broker or Referral Agent" Field below is not populated with an approved partner at time of signing,
neither StensonTamaddon LLC nor its affiliates and agents will be responsible for any broker or referral
fee:

BROKER OR REFERRAL AGENT NAME: Darin Grantham CPA
____________________________

CLIENT INITIALS: __________________

By executing this Pricing Summary, the Parties hereby acknowledge it becomes a part of this
Agreement.

Client Name: Company: STENSON TAMMADON LLC
By: By:
Name: Darin Grantham Name: Ryan Rowland
Title: CPA Title: SVP
Jun 09 2023 13:09 MST Jun 09 2023 13:12 MST
D
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CLIENT SERVICES AGREEMENT: TERMS & CONDITIONS

This Agreement, dated as of the Effective Date, is bound by the following Terms & conditions:

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CLIENT T&Cs
D. YOUR OBLIGATIONS, RIGHTS & RESPONSIBILITIES

1. License. For the Term, You grant Us a limited access, royalty-free, fully paid-up license to use any
and all information, authorizations and data, including Confidential Information, provided by You
to Us which, in Our opinion, is necessary or desirable to perform the Company’s obligations under
this Agreement, including to provide You with the Services (together, the “Client Data”).

2. Pre-existing Materials. The Company and its licensors are, and shall remain, the sole and exclusive
owners of all right, title, and interest in and to the pre-existing materials (including data, know-
how, methodologies, software, and other materials, including computer programs, reports, and
specifications, provided by or used by the Company in connection with performing the Services,
in each case developed or acquired by the Company prior to the commencement or independently
of this Agreement), including all intellectual property rights therein.

3. Representations and Warranties. You represent and warrant to the Company that:

a. You are eligible to make an ERC Claim, and nothing in this Agreement or in any
communication with the Company or the Company Representative shall be deemed to be, or
construed as, a representation, warranty or opinion as to Your eligibility to make and/or file an
ERC Claim.

b. You acknowledge and agree that no part of the Services shall be considered or deemed to be
legal and/or tax advice.

c. You acknowledge and agree that nothing in this Agreement, or in the provision of the Services
to You, shall operate as a guarantee or prediction of any outcome with respect to any ERC
Claim that may be filed on Your behalf by the Company.

d. You have received, or have had the opportunity to receive, independent legal and tax advice
including in relation to the Your eligibility to make and/or file an ERC Claim.

e. You acknowledge and agree that you are aware of the legal pre-requisites and/or concurrent
requirements with respect to the making of an ERC Claim which may include, but is not limited
to, the requirement of the Client to amend one or more prior years’ tax returns.1

f. You authorize Us to act as Your designee under Form 8821, as necessary. Information gathered
by the Company under such a grant of authority will be deemed Confidential Information at all
times.

g. Time is of the Essence with respect to the Company’s receipt of any Client Data for the
purposes of its performance of the Services. You agree that in order to timely process Your
ERC Claims, You shall provide the Company with all documents and records as the Company
may reasonably request, including:

1 PLEASE SEE IRS G UIDANCE FOR EMPLOYERS , AT HTTPS ://WWW . IRS .GOV/ CORONAVIRUS / CORONAVIRUS -TAX -RELIEF -FOR-
BUSINESSES - AND - TAX - EXEMPT - ENTITIES .

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i. Your payroll journal reports exported from Your payroll provider or accounting software
for every month and for every employee beginning with the month of January 2019
through to the present (preferred format: CSV or Excel);

ii. Your quarterly Form 941 Tax Filings for every quarter during the Term, beginning with
Q1 2019 and through the Effective Date of this Agreement; and

iii. Your Responses to the “Client ERC Questionnaire” document, which will be issued to
You after execution of this Agreement (together, the “Client Documents”).

h. You understand that some or all of the Client Data may be in the possession or control of one
or more of the Client Representatives. You agree that it is solely Your obligation and
responsibility to obtain the Client Data (if necessary, from any Client Representative) and,
when necessary, to obtain authority to file the Work Product with the IRS. All Client Data
provided to Us by You shall be deemed to be Confidential Information and the Company shall
use reasonable efforts to preserve the confidential nature of the Confidential Information
pursuant to, but not limited to, using commercially reasonable efforts to keep Your Client Data
secure and in compliance with various federal and state data protection laws.

i. In order for the Company to adequately perform the Services in a timely manner, You
acknowledge and agree that:
i. You must disclose to Us the date(s) on which the You receive an actual refund check or
direct deposit from the IRS, including the date and amount indicated as details on the face
of each such check or deposit.

ii. You must disclose to Us, prior to and during the Term, as well as during any time after the
Effective Date at which You are indebted to Us for any balance owing under this
Agreement, the following:

1. any instance of known delinquent tax obligations as well as any form of unresolved
tax liens, as represented in Section D5 (“Tax Liens”) below, and;

2. any instance of Your preparation or filing of petitions for bankruptcy on behalf of You
or Your Affiliated businesses including any subsidiaries, owners, or members, as
defined in Section L (“Bankruptcy”), below, and any related insolvency, illiquidity or
inability to pay creditors.

j. Client Data in the possession of any CPA, PEO, or other accounting professional engaged by
You (together, “Paid Preparers”) may be required to be delivered to the Company and You
agree that you shall co-operate with such Paid Preparer to deliver such Client Data to the
Company within a reasonable time of Our request. You acknowledge and agree that We may
only accept Client Data directly from You.

4. PEOs. If you utilize a PEO, You agree:

a) For each relevant quarter, We will prepare a package consisting solely of materially
completed Forms 941-X each of which includes the outcome of Our calculations
(“Completed Forms”).

b) The Client Service Fee must be paid in full within net [one hundred twenty (120)]
calendar days.

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5. Tax Liens. By executing this Agreement, You represent, warrant, and guarantee that You,
together with any member, asset, or Affiliate that owns or may be owned by, or under common
control with, You:

a. Is not behind in its payments to the IRS nor to any tax-assessing governmental authority in any
jurisdiction (a “Tax Authority”);

b. Has no tax-related arrearages currently assessed against it by any Tax Authority;

c. Has no judgments against it from any Tax Authority; and

d. Is free and clear of any tax liens, and any threats of future liens, imposed or threatened by any
Tax Authority.

6. Affiliates. You may request that We perform a preliminary review of Your Affiliates to determine
whether any such Affiliate(s) may also be entitled to make or file an ERC Claim. For the sake of
clarity and avoidance of all doubt, if You Elect to have Us review any potential Affiliate Claims,
Your request to Us shall be construed as Your Representation and Warranty that (1) You have the
authority to make such Request; (2) You will affirmatively disclose to Us all such Affiliates for
Our Review; and (3) You Agree and Consent that We will prepare the Calculations for You and
Your Affiliates, and in accordance therewith, the Parties Agree to modify the Pricing Terms listed
on Page 1 of This Agreement to reflect such additional Work Product.

7. Stamp Signatures. You expressly authorize Us to apply Your electronic signature to IRS filings
prepared by Us. Your electronic signature shall have the same force and effect as if You had
executed the forms and initiated the filings with the IRS yourself.

8. Timeline and Means to Withdraw Consent

a. We will provide You a three (3)-business day timeframe within which to review and inspect
any returns and filings We prepare on Your behalf (“Review Period”). You agree that upon
receipt of an electronic copy of, or link to, any form or return that We have completed, You
will review, inspect, approve, execute, or expressly reject the form(s) within the Review Period.
You are obligated to expressly notify Us of Your rejection of the Work Product by selecting
the “REJECT” button on the Company’s document portal on or before the end of the Review
Period. If you do not APPROVE or REJECT within this Review Period, You Agree that You
will be responsible for the entire Contingency Fee. Additionally, when selecting “REJECT”
please email legal@stentam.com with your reason(s) for Rejecting the Work Product.

b. You understand that We shall not be liable for Your ineligibility for any ERC Claim refund for
any reason including, without limitation, if the Company does not receive Your uploaded Client
Documents prior to ninety (90) calendar-days before the statutory expiration date(s) for filing
the ERC Claim(s) as set by the IRS.

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PROVIDER T&Cs
E. OUR OBLIGATIONS, RIGHTS & RESPONSIBILITIES; OUR PROCESS

1. Calculations; No Guarantee. The Work Product will be prepared in a professional and workmanlike
manner, in compliance with generally recognized industry standards and in accordance with
applicable law and, subject to Our receipt of true, complete, and accurate Client Data, shall be free
of material errors or defects. We have limited representation rights before the IRS. In relation to the

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foregoing, we rely on, and are entirely dependent on, the truthfulness, accuracy and completeness
of the Client Data, Your attestations, and Your answers to Our questionnaire, and We rely, in full,
upon the representations and warranties made by You in this Agreement, including with respect to
Your eligibility to file for any ERC Claim that We may submit on Your behalf. We do not control
or have influence on any IRS process, and the Company makes no guarantee that any ERC Claim
refund will be successful or will be issued, whether timely or otherwise, and if it is so issued, in
what amount.

2. Errors; Rejection by IRS. If any filings submitted to the IRS on Your behalf are subsequently
rejected solely due to material errors or defects in the Work Product caused by the Company, We
will provide You with reasonable correction services and We will resubmit, to the extent legally
permissible, corrected and/or amended returns and forms to the relevant Tax Authorities
without additional charge to You.

3. Audits and Investigations. We will fully cooperate with You and any Paid Preparers in order to
support a precise and reliable response to an IRS audit or investigation related to our Services
and/or any Work Product, provided the data We were provided was accurately presented. In the
event of an official IRS audit that results in litigation related to the Work Product We prepared for
You, and after discussion with You and review of Your submitted Client Data, We believe the
submitted ERC Claims were accurate, We may – but are not obligated to – cover Your outside
counsel fee(s).

4. Repayment upon Demand. If, following an IRS audit or investigation, the IRS concludes that
payments made to You under the ERC Claim were made in error, and that You are not in fact
entitled to any monies under the relevant ERC Claim, the Company shall repay, directly to the
IRS, the amount of the Client Service Fee, plus pro rata interest, that the Company received
under this Agreement relating to such ERC Claim.

5. Penalties. If an IRS audit or investigation relating to the Services results in penalties being
assessed to You, and it is proven that there were material errors or defects in the Work Product
caused by negligent miscalculations by the Company and not as a result of any inaccurate any
Client Data provided to the Company, the Company will pay to you the amount of the penalties as
reasonably attributable to such negligent miscalculations.

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MUTUAL T&Cs
F. PAYMENT DEFAULT

1. UCC-1. To secure payment and performance of the Client Service Fee, You hereby grant to the
Company a continuing security interest in and to Your ERC Claim’s expected refund. The
Company may, in its sole and absolute discretion, take any action to perfect such security interest
including, without limitation, the filing of any UCC financing statement with any relevant
jurisdiction against the assets of Your business (up to and including the amount of the Client Service
Fee), and You hereby agree to the Company taking any such step.

2. Collection Costs. In the event of a legal action, demand, or other proceeding commenced to collect
all or any portion of the Client Service Fee, which is duly owing to Us, We shall be entitled to the

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recovery, from You, of all reasonable legal fees, costs, and expenses incurred in relation thereto
including, without limitation, to obtain an order allowing collection.

3. Interest on Past Due Balances. Interest shall accrue on all past-due balances owed by You under
this Agreement at the rate of 10% per annum, or the maximum rate permitted by law, whichever is
the lower.

G. MUTUAL INDEMNIFICATION

The Parties agree to indemnify, defend and hold one another harmless, including their respective
owners, employees, successors, assigns, affiliates, agents, representatives and any other entity under their
effective control, from any and all liabilities, damages, penalties, claims, demands, actions, suits,
judgments and any and all costs, expenses or disbursements (including reasonable attorneys’ fees and
expenses) resulting from a third-party claim and in any way relating to or arising out of this Agreement
due to a Party’s acts of gross negligence or willful misconduct. (a) Notwithstanding any of the foregoing,
whether express or implied in this Agreement, and excepting with respect to any fraud or willful
misconduct by either Party in connection therewith, a Party’s sole and exclusive right to recover any
Damages from the under this Article G with respect to Claims resulting from or relating to any
misrepresentation or breach of warranty or failure to perform any covenant or agreement by a Party
contained in this Agreement shall be limited to the maximum sum of the Client Service Fee. (b) Claims
Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company shall not be
obligated to indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated
or brought by Indemnitee against the Company or its directors, officers, employees or other agents and
not by way of defense, except (i) with respect to proceedings brought to establish or enforce a right to
indemnification under this Agreement or under any other agreement, provision in the Bylaws or
Certificate of Incorporation or applicable law, or (ii) with respect to any other proceeding initiated by
Indemnitee that is either approved by the Board of Directors or Indemnitee’s participation is required by
applicable law. However, indemnification or advancement of expenses may be provided by the Company
in specific cases if the Board of Directors determines it to be appropriate. (c) Unauthorized Settlements.
Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the
terms of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in
settlement of a proceeding effected without the Company’s written consent. Neither the Company nor
Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the
Company may in any event decline to consent to (or to otherwise admit or agree to any liability for
indemnification hereunder in respect of) any proposed settlement if the Company is also a party in such
proceeding and determines in good faith that such settlement is not in the best interests of the Company
and its stockholders.

H. LIMITATIONS OF LIABILITY; BROKERS & REFERRALS

1. EXCEPT AS OTHERWISE PROVIDED IN SECTION H3 (EXCEPTIONS TO LIMITATION
OF LIABILITY) BELOW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES BE
LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR
PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,
EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,
REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR
NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. EXCEPT AS OTHERWISE PROVIDED IN SECTION 03 (EXCEPTIONS TO LIMITATION OF
LIABILITY) BELOW, IN NO EVENT WILL THE COMPANY’S (TOGETHER WITH ITS
AFFILIATE’S) LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,

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WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS
ACTUALLY PAID TO THE COMPANY PURSUANT TO THIS AGREEMENT.

3. Exceptions to Limitation of Liability. The exclusions and limitations in Sections H1 and H2 above
shall not apply to: (a) damages or other liabilities arising out of or relating to the Company’s failure
to comply with its confidentiality obligations under Section K.3 hereof; or (b) damages or other
liabilities arising out of or relating to the Company’s gross negligence or willful misconduct.

4. Brokers and Referrals. To the extent that any broker, agent, authorized referral partner, or other
individual or entity was involved in Your engagement of the Company pursuant to this Agreement
and the provision of Services (such Person, a “Referrer”), the You agree:

a. You shall not make any legal claims or demands against any Referrer;

b. the Referrer shall not be required to provide any professional, legal or tax advice with respect
to the subject matter of this Agreement; and

c. the Company may pay a referral fee to the Referrer in relation to their referral (which shall be
documented separately as between the Company and the Referrer).

5. No Referrer. You represent and warrant that, other than any Referrer you have identified to the
Company in C.1 above (pg.1), You have not been introduced or referred to the Company by any
other Person or entity which could be considered a source of Company referrals.

I. TERM AND TERMINATION OF THIS AGREEMENT

1. Term of Agreement. This Agreement shall commence as of the Effective Date and shall continue
thereafter unless sooner terminated pursuant to this Section I (the “Term”).

2. Termination. This Agreement may be terminated, as follows:

a. Mutual Agreement. This Agreement may be terminated immediately upon the express written
agreement of each Party.

b. No Cause (prior to commencement of Services). At any time prior to the Company’s
commencement of the Services, without cause, by the Client providing written notice to the
Company (a “Non-Start Termination”).

c. No Cause (following commencement of Services). At any time during the Term, upon 60 days’
written notice by the Client to legal@stentam.com, indicating the intended termination date,
and the final quarter You authorize Us to prepare and file returns on Your behalf. In such a
case, Your Retainer Deposit will be forfeited and will not be refunded; further, any quarterly
941-X actually filed with the IRS, or sent to the IRS for processing, will also accrue to Your
Balance Due to Us.

d. Non-Meritorious Claims. If, in the sole discretion of the Company, the Company determines
that You have engaged in, or have appeared to engage in, activities that may be construed as
fraudulent, illegal, criminal, conspiratorial, or otherwise, effective upon written notice to You.

e. Disallowed Claims. In the event Your ERC Claim(s) are disallowed by the IRS, or We opt not
to proceed with filing Your ERC Claim(s) any Retainer Deposit will be returned to You within
five business days via ACH or Wire. Upon initiation of such refund, the Parties shall have no
further obligations to each other, whatsoever. For the sake of clarity and avoidance of all doubt,

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You understand that Retainer Deposits are non-refundable excepting only the situation where
Your ERC Claims are disallowed by the IRS.

f. Breach. Immediately upon written notice to You if You breach the Agreement (including by
way of an Information Failure or failure to approve the Work Product within the Review
Period) and such breach is incapable of cure or, with respect to a breach capable of cure, You
do not cure such breach within five days after receipt of written notice of such breach.

g. Bankruptcy Event. Immediately upon written notice to You if You suffer a Bankruptcy Event.

3. Client Service Fee Return. The Client Service Fee is non-refundable and non-returnable, except
for:

a. In the event of a Non-Start Termination, upon the Company’s receipt of such notice, or upon a
termination for an Information Failure, the Retainer Deposit shall be immediately forfeited and
shall not be refundable to You under any circumstances, but the Client shall not be liable to
pay the Contingency Fee.

b. In the event of the IRS disallowing any of Your Quarterly ERC claims as listed on Form 941-
X, the Company shall return the Client Service Fee, up to the limit of what We have actually
received from You as of the date the IRS disallows as such claim (the “Date of Disallowance”)
within five (5) business days via ACH or Wire. Upon initiation of such refund, the Parties shall
have no further obligations related to the provision of Services under this Agreement.

4. Effect of Termination. In the event this Agreement is terminated for any reason:

a. other than as described in Section I3 (Client Service Fee Return) above, the Client Services Fee
shall become immediately due and payable;

b. all Work Product already submitted to the IRS may continue to be adjudicated by the IRS and
the Client acknowledges and agrees that the Company has no control over any Work Product
once it has been filed with the IRS; and

c. the rights and obligations of the Parties set forth in Section K.3 (Confidentiality) and any right
or obligation of the Parties under this Agreement which, by its nature, should survive
termination or expiration of this Agreement will survive any such termination or expiration of
this Agreement.

J. TAX YEARS; DELIVERY OF WORK PRODUCT; FINANCING; METHOD OF PAYMENT

1. Tax Years Included. This Agreement covers all tax years and quarterly filings for which ERC
Claims are eligible. Should subsequent legislation or rulemaking add additional quarters to, or in
any way renew, the Calendar Years 2020 and 2021 ERC program, this Agreement may, during the
Term, and at the sole discretion of the Company, be applied to those additional quarters.

2. Work Product Delivery. We will deliver Your final Work Product upon full satisfaction of Your
Retainer Deposit. Prior to or at this time, the Company will provide You a three-day (3-day)
window to share the Work Product with You and explain Our calculations and Your resulting
anticipated ERC refund. You will have the option to either approve or deny this Work Product;
after Approval, we will deliver your requisite Forms to the IRS.

Upon Your receipt, if any, of Proceeds, Your Contingency Fee will be immediately due, and must
be paid within fifteen (15) calendar days.

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3. Financing. If You have opted to finance all or a portion of the Client Service Fee, You shall inform
the Company of such financing and provide Us with the name and contact information of the
relevant financing party.

4. Timing and Method of Payment.

a. First Priority. You hereby agree to deliver any unpaid portion of the Client Service Fee, in full,
out of the first amount received from the IRS in relation to any payments pursuant to any ERC
Claim.

b. Invoices and Authorizations. You agree the Client Service Fee does not obligate Us to render
an invoice or a statement. Notwithstanding the foregoing, We may, from time to time, send
invoices seeking payment from Client in anticipation of Client’s receipt of their refund from
the IRS. If Client has not yet received their refund but the Company has issued an invoice to
Client seeking payment, the Client shall provide an executed Form 8821 to Company to
authorize Company to view certain limited IRS records to determine the status of any Services
provided by Company on behalf of Client. Should You revoke Form 8821 access, you agree
to immediately notify Us in writing, and agree that the total ERC Fee(s) as agreed by and
between the Parties shall become immediately due and payable.

c. Means of Delivery. The Parties agree all fees may be paid by Client to Company via the
following means: (1) ACH Deposit, (2) Wire Deposit, (3) Check or other appropriate bank draft,
or (4) Credit Card, with certain limitations. Policies and instructions related to method of
payment (“Payment Instructions”) will be provided to You upon execution of this Agreement;
these instructions will be sent directly to You and are herein incorporated by reference.

K. MISCELLANEOUS

1. Notices. All notices, requests, consents, claims, demands, waivers, and other communications
hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand
(with written confirmation of receipt); (b) when received by the addressee if sent by a nationally
recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal
business hours of the recipient, and on the next business day if sent after normal business hours of
the recipient or (d) on the third day after the date mailed, by certified or registered mail, return
receipt requested, postage prepaid. Such communications must be sent to the respective parties at
the addresses indicated in the introduction to this Agreement, as may be changed by like notice.

2. Non-Disparagement. Neither Party (including their members, directors, employees, agents, or
assigns) will disparage the other Party (or any Affiliate of the other Party, and its and their members,
directors, employees, agents, or assigns) or otherwise take any action which could reasonably be
expected to adversely affect the other Party’s personal or professional reputation(s). For the sake of
clarity, this includes social media (ex. Facebook, Twitter, Instagram, LinkedIn, Snap, TikTok, etc.),
internet aggregators, internet or app-based “review” sites (ex. Yelp, Google, etc.) without limitation.

3. Confidentiality, Non-disclosure. Other than as expressly permitted by this Agreement, the Parties
shall use all Confidential Information only for the purposes of performing their respective
obligations under this Agreement, and each Party shall not disclose and shall keep confidential all
Confidential Information (which shall include, for the avoidance of doubt, all private accounting
records of Client and its employees, and all proprietary processes and software code of Company),
provided, however, that the Receiving Party may disclose the Confidential Information of the
Disclosing Party to its and its Affiliates, and their officers, employees, consultants, and legal
advisors who have a “need to know”, who have been apprised of this restriction, and who are

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themselves bound by nondisclosure obligations at least as restrictive as those set forth in this
Section, or to the IRS. If Client has a Client Representative (such as a PEO or CPA) in control of
Client’s Confidential Information then, by executing this Agreement, Client expressly grants
permission to Company to view, discuss, and otherwise share Confidential Information of Client
with such Client Representative, as needed. Nothing in this Agreement shall prevent either Party
from using any general methodologies or know-how contained in the unaided memory of such
Party’s personnel or those of its Affiliates developed or disclosed under this Agreement, provided
that in doing so it is not in breach of its obligations of confidentiality under this Section or using
any intellectual property rights of the other Party or any of its Affiliates.

4. Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations
under this Agreement, provided, that, upon prior written notice to the Client, the Company may
assign the Agreement to an Affiliate of the Company or to a successor of all or substantially all of
the assets of the Company through merger, reorganization, consolidation, or acquisition.
Notwithstanding the foregoing, Company may assign all or a portion of the Client Service Fee
owing to Us for the Services and the Work Product due under this Agreement to any third party by
providing written notice to Client, and Client shall execute an acknowledgement of such
assignment, or other commercially reasonable document, affirming the amounts owed as required
by any collections account, financial institution, or investor of Company. No assignment shall
relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer,
or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

5. Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their
respective successors and permitted assigns and nothing herein, express or implied, is intended to
or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature
whatsoever, under or by reason of this Agreement.

6. Amendment. This Agreement may be amended, modified, or supplemented only by an agreement
in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall
be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as
otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights,
remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or
privilege.

7. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any
jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or provision in any
other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or
unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the Parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally contemplated to the
greatest extent possible.

8. Incorporation; Construction. For purposes of this Agreement, (a) the words “include,” “includes,”
and “including” shall be deemed to be followed by the words “without limitation”; (b) the word
“or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder”
refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to
Sections and Schedules to the Sections of, and Schedules attached to, this Agreement; (y) to an

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agreement, instrument, or other document means such agreement, instrument, or other document
as amended, supplemented, and modified from time to time to the extent permitted by the
provisions thereof and (z) to a statute means such statute as amended from time to time and includes
any successor legislation thereto and any regulations promulgated thereunder. This Agreement
shall be construed without regard to any presumption or rule requiring construction or interpretation
against the party drafting an instrument or causing any instrument to be drafted. Any Schedules
referred to herein shall be construed with, and as an integral part of, this Agreement to the same
extent as if they were set forth verbatim herein. The headings in this Agreement are for reference
only and shall not affect the interpretation of this Agreement.

9. Entire Agreement. This Agreement, together with all Schedules and any other documents
incorporated herein by reference, constitutes the sole and entire agreement of the parties to this
Agreement with respect to the subject matter contained herein, and supersedes all prior and
contemporaneous understandings and agreements, both written and oral, with respect to such
subject matter. In the event of any conflict between the terms and provisions of this Agreement and
those of any Schedule, the provisions of the Agreement shall prevail.

10. Force Majeure. No Party shall be liable or responsible to the other Party or be deemed to have
defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any
term of this Agreement (except for any obligations to make payments to the other Party hereunder),
when and to the extent such failure or delay is caused by or results from acts beyond the impacted
Party’s reasonable control.

11. Reasonable Assistance. Each Party shall, upon the reasonable request of the other party, execute
such documents and perform such acts as may be necessary to give full effect to the terms of this
Agreement. Each Party will cooperate fully with the other and their counsel with respect to any
matter (including litigation, investigations, governmental proceedings, and audits) which relates to
matters with which either Party was involved during the Term. The Parties shall render such
cooperation in a timely manner and upon reasonable notice from the requesting Party.

12. Relationship. The relationship between the Parties is that of independent contractors. Nothing
contained in this Agreement shall be construed as creating any agency, partnership, joint venture,
or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and
neither Party shall have authority to contract for or bind the other Party in any manner whatsoever
other than as expressly provided in this Agreement.

13. Attorneys’ Fees. If any action, suit, or other legal or administrative proceeding is instituted or
commenced by either Party hereto against the other party arising out of or related to this Agreement,
the prevailing Party shall be entitled to recover its actual attorneys’ fees and court costs from the
non-prevailing Party.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall be deemed to be one and the same agreement. A signed
copy of this Agreement delivered by facsimile, email or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this
Agreement.

15. Governing Law. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Arizona without giving effect to any choice or conflict of law provision
or rule (whether of the State of Arizona or any other jurisdiction) that would cause the application
of laws of any jurisdiction other than those of the State of Arizona.

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L. DEFINITIONS. Unless otherwise defined herein, the following terms shall have the following
meanings:

“Affiliate” of a Person or entity means any other Person or entity that directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common control with, such Person.
The term “control” (including the terms “controlled by” and “under common control with”) means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and
as specifically defined in 26 U.S. Code Section 1563.

“Bankruptcy Event” means, with respect to any Person or entity: (i) the insolvency, or an admission of
any inability to pay its debts generally as they become due; (ii) becoming subject, voluntarily or
involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is
not fully stayed within ten business days or is not dismissed or vacated within 30 business days after
filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a
general assignment for the benefit of creditors; (v) has a receiver, trustee, custodian, or similar agent
appointed by order of any court of competent jurisdiction to take charge of or sell any material portion
of its property or business, (vi) a debtor in any judicial proceeding, a debtor-in-possession, a debtor
party in any domestic or foreign bankruptcy proceeding, or (vii) any strategic or planned petitions for
debtor restructuring or as a debtor party in any aforementioned proceeding.

“CARES Act” means The Coronavirus Aid, Relief & Economic Security Act (CARES), Pub L. No.
116-136, 134 Stat. 218 (March 27, 2020), as amended, modified, and supplemented by The Taxpayer
Certainty & Disaster Tax Relief Act of 2020 (Relief Act), enacted as Division EE of the Consolidated
Appropriations Act, 2021, Pub. L. No. 116-260, 134 Stat. 1182 (December 27, 2020); by the American
Rescue Plan Act of 2021, Pub. L. No. 117-2, 135 Stat. 4 (March 11, 2021); and by the Infrastructure
Investment and Jobs Act of 2021, Pub. L. No. 117-58, 135 Stat. 429 (November 15, 2021), all as may
be amended, supplemented or replaced from time to time.

“Client Representatives” means Your employees, directors, members, agents, accountants, payroll
providers, vendors, attorneys, or other representatives.

“Client Service Fee” or “Fee” means the sum of the Retainer Deposit plus the Contingency Fee.

“Contingency Fee” means a set percentage of the amount of total credit refunds expected to be issued
(as reasonably determined by the Company) by the IRS to the Client pursuant to all ERC Claims, less
the Retainer Deposit.

“Company Representative” means such representative(s) of the Company assigned to the Client in
relation to the Company’s provision of the Services pursuant to this Agreement.

“Confidential Information” means all non-public, confidential or proprietary information of either
party including, but not limited to, information about such party's business affairs, products,
services, methodologies, confidential intellectual property, trade secrets, third-party confidential
information, and other sensitive or proprietary information, disclosed by one party (the “Disclosing
Party”) to the other party (the “Receiving Party”), whether disclosed orally or disclosed or
accessed in written, electronic, or other form or media, or otherwise learned by the Receiving Party
in connection with this Agreement, and whether or not marked, designated, or otherwise identified
as “confidential”, except for information that: (a) is or becomes generally available to the public
other than as a result of the Receiving Party’s breach of this Agreement; (b) is obtained by the
Receiving Party on a non-confidential basis from a third-party that was not legally or contractually
restricted from disclosing such information; (c) the Receiving Party establishes by documentary
evidence, was in its possession prior

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to the Disclosing Party’s disclosure hereunder; (d) was or is independently developed by the Receiving
Party without using any of the Disclosing Party’s Confidential Information; or (e) is required to be
disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or
governmental agency of competent jurisdiction.

“ERC Claim” means a claim for the Employee Retention Credit pursuant to federal law (i.e. CARES
Act et al.) which is a non-refundable and refundable federal payroll tax credit or tax refund for tax years
2020 or 2021, or both, together with all amounts, fees, charges, interest, and other amounts relating to,
arising under or in connection with such claims or credits, regardless of how claim or credit is evidenced
or made.

“Information Failure” means Your failure, in the sole discretion of the Company, to provide Us with
the necessary Client Data and/or the appropriate permissions and authority to perform the Services
under this Agreement.

“IRS” means the United States Internal Revenue Service or any successor agency, and, to the extent
relevant, the United States Department of the Treasury.
“Person” means mean any individual person as well as natural and legal entities.
“PEO” means a Professional Employer Organization, or a company that enters into a joint
employment relationship with You vis-à-vis Your employees in order to lease employees back to
You, therefore sharing employment-related responsibilities and liabilities with You.
“Proceeds” means (i) the actual or constructive receipt of a refund related to Your ERC Claim(s) or
(ii) an advance of, and/or the actual receipt of, funding, pursuant to a third-party financing
arrangement to fund the Services and/or the submission of IRS Form(s) 941-X to submit ERC
Claim(s).
“Retainer Deposit” means the non-refundable sum payable by the Client to the Company upon the
execution of this Agreement.

“Services” means the services performed by the Company pursuant to this Agreement which may
include, without limitation, the Company’s provision of all or any of the following services to produce
Work Product for the benefit of the Client:

I. the preparation of a qualification document that enables Client to self-validate eligibility to
make an ERC Claim;

II. processing Client payroll data, including wage information, to compute and calculate wage
attribution, as defined in the IRS Code at § 3121(a), and to calculate other forms of
compensation as additionally defined at § 3231(e), and wages as otherwise defined and
required by statute or regulation (collectively, “Qualified Wages”);

III. to the extent required, assist Client with gathering applicable information (i.e., payroll data,
paid time off, healthcare costs, gross receipts data, etc.) to provide estimates and calculate ERC
credits related to such Qualified Wages; and

IV. the preparation and filing of the necessary amended IRS Form 941-X tax returns, per each
quarter the Client is eligible during the Term, accomplished through a physical mailing to the
IRS for processing.

“Term” means the term of this Agreement, as further described in Section I (Term and Termination).

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“Work Product” means any and all filings, reports, calculations, schedules, forms and/or documents
prepared by the Company pursuant to the terms of this Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Client:
Company Name: Gregg Veterinary Hospital LLC

By:
Name: Darin Grantham
Title: CPA
Jun 09 2023 13:09 MST

Company:
STENSON TAMMADON LLC

By:
Name: Ryan Rowland
Title: SVP
Jun 09 2023 13:12 MST

4876-6463-2648\6

File and source

File: 1-4-exhibit-d-csa-gregg-veterinary-hospital.pdf
Size: 502,948 bytes
SHA-256: 35914f9e18b03c273a5d6175bc1062f14e8f3dc1b857902f4ef9f0abecd921ba
Our copy: 1-4-exhibit-d-csa-gregg-veterinary-hospital.pdf
Original: No public link identified.