Full text
EXHIBIT B
Case 24-11217-BLS Doc 885-3 Filed 12/24/24 Page 1 of 5
DocuSign Envelope ID: CD840B2B-1B9B-4CBB-9B18-C84F9O78FBC7
~
. I business
aym1ng
performar.:e
con.sult,ng
Vikram~
Chief Financial Officer
Vyaire Medical Inc.
26125 North Riverwoods Blvd.
Mettawa, IL
60045
AYM I NG USA I NC.
9 5718 Westheimer Road, Suite 1420
Houston, Texas 77056
Aymingusa.com
SUBJECT:
Amendment to & Addendum to Agreement, dated January 27th, 2023.
Amendment to Agreement, dated January 27th , 2023
November 13, 2023
The Terms and Condit ions for R&D Tax Credit Services, between Vyaire Medical One. and Ayming USA Inc. as part of the
Agreement dated January 27th, 2023 is amended to include the following:
•
Payment of Invoices and Fee Cap. Ayming's invoices are payable within 90 days of receipt. The invoices will be broken
into two portions of the total fee. Ayming will issue an invoice when the credit calculations are delivered equal to 75% of
the fee based on the Net Credits identified and delivered to the Company. Ayming will issue another invoice upon
completion of the Study for any remaining balance.
No other Terms and Conditions from the Agreement shall be amended.
Addendum to Agreement, dated January 27th, 2023
In addition, the following SOW and the attached Terms & Conditions for Section 174 R&D Tax Deduction & Amortization
Analysis w ill be added as part of the Agreement dated January 27th, 2023:
SECTION 1 74 R&D TAX DEDUCTION & AMORTIZATION ANALYSIS
AYMIN G'S RESPONSI B ILITI ES
•
Analysis and Segregation of Expenses
Ayming will gather information to gain an understanding of Company's business activities and practices including project
information, potential research activities, documentation processes, and accounting. With this information, Ayming will perform
an analysis to calculate the value of research expenses in accordance with I.R.C. Section 17 4. Each company has unique policies
and procedures so the processes and deadlines for this analysis and calculation will be tailored to your company.
Through an interview process and in coordination with documentation analysis, Ayming will determine the involvement and
contribution of the eligible employees and/ or contractors towards the research activities. Ayming will analyze supply and other
expenses (if any) to segregate and calculate research expenses. Technical and financial documentation will be collected to
support the allocation of research and non-research expenses. Finally, schedules demonstrating the analysis will be submitted
to Company and/or your CPA.
•
Reporting. Roadmap
Ayming will prepare and deliver the supporting documentation. Ayming will also maintain the documents received from Company
for a period of three years from the date of performing a Services.
COMPANY'S RESPONSIBILIT IES
•
Company agrees and recognizes that time is of the essence regarding properly quantifying, calculating, and timely filing tax forms
to comply with section 174 filing requirements. To this end, Company agrees to use commercially reasonable efforts to timely
provide Ayming with adequate and necessary data. information, financial reports, and access to its employees to comply with
project and statutory deadlines.
REMUN ERATION and TERM
•
The fee for our Services will be Success Based at 10% of the fee associated with the R&D analysis beginning with tax year ending in
September 2023. Fees shall be billed in accordance with the Terms and Conditions attached hereto.
All other terms of the Agreement shall remain the same.
Case 24-11217-BLS Doc 885-3 Filed 12/24/24 Page 2 of 5
DocuSign Envelope ID: CD840B2B-1B9B-4CBB-9B18-C84F9O78FBC7
Vyaire Medica l, Inc .
AYM IN G USA I NC .
Per:
("": OocuSigned by:
Per: ------LJ
- tk
_;,_1a-:- s-~o.
-s_/ _RJ1_~_1}-.~-~-
Global Tax
Title: ____________ _
USA Country Mng Director
Title: ____________ _
Date: 20 November 2023
20- 11- 2023
Date: _____________ _
Case 24-11217-BLS Doc 885-3 Filed 12/24/24 Page 3 of 5
A Y M I N G US A B U S I NE SS P E R FO R M A N CE CO N S UL T IN G
Terms and Conditions for Section 174 R&D Tax Deduction & Amortization
Analysis
A.
N
sc
u
, P o
e
y a
C
f den
o
C
iden
o
ion
means all information and data (in any format or medium) relating to the Party or to its business, strategies, pricing, personnel, customers,
suppliers, products or services that is directly or indirectly disclosed to or accessed by the other Party, whether or not any of the information
is identified as being confidential, but excludes any information that the recipient proves: (i) was lawfully in its possession before receiving
it from the disclosing Party; (ii) was provided in good faith to the recipient by a third party that had no obligation to keep it confidential; or
(iii) is or becomes generally available to the public through no fault of the recipient.
The Company acknowledges that all of the techniques, knowledge and methods used by Ayming also constitute Confidential Information.
R c p e
D clo
in strict confidence and will use all reasonable measures to protect the Confidential Information from unauthorized use, access, disclosure,
and duplication.
party other than
as n
ential
under this
Agreement; (c) duplicate, transfer, sell, publish, transmit, modify, reverse-engineer or take any benefit from any Confidential Information;
or (d) directly or indirectly assist, facilitate or encourage any third party to carry on any activity that the Recipient is not permitted to carry
on under this section.
, mandataries,
R
es
t ves
relation to the purpose set out in this section, and the Recipient will cause its Representatives to comply this section and will be responsible
and liable for any Re
B.
P ym n of vo ce
d
Cap
90 days of receipt. An invoice for the total amount of the
fee will be issued upon delivery of credit calculations. Without limiting its rights or remedies, Ayming shall have the right to halt or terminate
its services and / or withhold the final documentation until payment is received on all invoices. I
es
ov
a co n s ccr
s a
2%
a
m ar n 30 day ol w
e p y
ue.
e C m
y
l o
he e
y p
o
p ov
, Ay
S
so e disc e ion Beginning with work completed after one year from the contract date, hourly rates will be updated at the time of the issuance
of the invoice by the rate of inflation for the prior twelve-month period as determined by the United States Department of Labor.
C.
em
Ex
e P w
A o
y. Company understands that Ayming may require Company to execute Form 2848,
Power of Attorney, so that Ayming may answer questions and queries presented to Company by the Service as necessary with regard to
services provided.
D.
. Upon the end of the initial term expressed in the Agreement, this Agreement shall automatically renew annually, unless
question.
E.
L
i a o o D
a es Exc
s exp ess y s
o
e A
em
, e ther ar y sha ass me nor
spons
e to e c
her
or
y c a m , a
i
s, o x
s s
at
o h s A
m n
a
a e
i xcess f
p
o Ayming by
Com
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even
a Aym
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ble o c
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c al, i
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exem lary o
e
r
ages e a ng
s A
en
s im a
iab ty r v s
s al ap ly
t e
st extent o
aw, w
e n c
a ,
, o o
e w e
F.
d
es a d
a Use
and use, and this Agreement does not create privity between Ayming and any person or party other than Company. This Agreement is not
intended for the express or implied benefit of any third party. No third party is entitled to rely, in any manner or for any purpose, on the
advice, opinions, reports, or other services of Ayming.
G.
xpenses. Company shall reimburse Ayming for all out-of-pocket expenses including, but not limited to, reasonable travel
exceed $1,500 without
H.
o ma o and Da
Ayming shall be entitled to assume, without independent verification, the accuracy of all representations,
assumptions, information and data that Company and its representatives provide to Ayming. All assumptions, representations, information
and data to be supplied by Company and its representatives will be complete and accurate to the best of its knowledge.
I.
B sed o Cu en ax L ws Company understands that any tax assistance provided pursuant hereto will be based upon the law,
regulations, cases, rulings and other tax authority in effect at the time specific tax assistance is provided. If there are subsequent changes
in or to the foregoing tax authorities (for which Ayming shall have no specific responsibility to advise Company), Company acknowledges
eration of
that prior tax assistance.
J.
Gov
i
w
d Sev
a l y These Terms and Conditions, and the Agreement letter to which these they are appended,
including any appendix and exhibits, shall be governed by, and construed in accordance with, the laws of the State of Texas (without giving
effect to the choice of law principles thereof). Furthermore, if any action is brought by either party, the parties agree that such action shall
be brought within the jurisdiction of the State of Texas. Sole venue for disputes herein shall be in the State of Texas. If any provision of this
Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such
unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent
permissible the intent of the parties set forth in this Agreement.
K.
Doc m
R
e
Company must maintain all records substantiating their tax deduction and amortization for at least six
years from the period the deductions are utilized or the period that such tax years remain subject to audit by the Internal Revenue Service.
L.
D
y o C op
e. Ayming relies upon the documentation, representations and other factual information provided by Company
to implement these Services. If it is determined that the documentation, representations or other factual information provided by Company
are false or if Company fails to cooperate with Ayming by not providing information or documentation in a reasonable time period during
the implementation of these Services Ayming may charge Company overtime rates at 125% of the respective hourly rate.
DocuSign Envelope ID: CD840B2B-1B9B-4CBB-9B18-C84F9D78FBC7
Case 24-11217-BLS Doc 885-3 Filed 12/24/24 Page 4 of 5
DocuSign Envelope ID: CD840B2B-1B9B-4CBB-9B18-C84F9O78FBC7
AYMING BANKING DETAILS
•
ABA Routingiie'
umber:
Swift Code:
Account Number:
•
Notifications must be sent to accountsreoelvable@aymlngusa.com
Case 24-11217-BLS Doc 885-3 Filed 12/24/24 Page 5 of 5