Corporate Entity Purchase Agreement

This Agreement governs the purchase of a corporate entity from Good Fellas Holdings LLC dba Aged Corps 24/7.

This Corporate Entity Purchase Agreement (“Agreement”) is entered into by and between Good Fellas Holdings LLC dba Aged Corps 24/7 (“Seller”) and the individual or business entity identified as the purchaser (“Buyer”). By completing a purchase from Seller, Buyer acknowledges and agrees that this is a legally binding Agreement that governs the entire transaction.

1. Introduction & Purpose

1.1 Nature of the Transaction

This Agreement governs the sale and transfer of a corporate entity from Seller to Buyer. The transaction is strictly a business-to-business (B2B) transaction between commercial parties. Buyer acknowledges that:

• Buyer is acquiring the corporate entity for business, investment, or other commercial purposes only.
• This is not a consumer transaction and does not involve goods or services for personal, family, or household use.
• Buyer is not a passive or uninformed consumer but an entrepreneur, investor, or businessperson engaging in a commercial transaction.
• Consumer protection laws generally applicable to consumer transactions do not apply to this Agreement.

1.2 Buyer’s Acknowledgment of Business Expertise

By entering into this Agreement, Buyer represents and warrants that:

• Buyer understands the risks, obligations, and responsibilities associated with business ownership.
• Buyer has sufficient experience, knowledge, or professional advisors (including attorneys and tax professionals) to evaluate the corporate entity and its suitability for Buyer’s intended use.
• Buyer is not relying on Seller for legal, tax, financial, or credit advice and understands that all decisions relating to the use or operation of the entity are solely Buyer’s responsibility.

1.3 Commercial Nature & Legal Treatment

Both parties agree that this Agreement shall be treated and enforced as a commercial contract between business parties. Buyer expressly waives any claims or defenses based on consumer protection laws that are inconsistent with the business-to-business nature of this transaction. This Agreement shall be governed by commercial principles and applicable business laws relating to corporate acquisitions and assignments of ownership.

2. Terms of Purchase

2.1 Corporate Entity Transfer

Upon completion of payment and all required documentation:

• For corporations, Buyer acquires one hundred percent (100%) of the issued and outstanding shares of the corporation.
• For limited liability companies (LLCs), Buyer acquires one hundred percent (100%) of the membership interests in the LLC.

Buyer will receive the information and documentation necessary to assume control of the entity, subject to any state filing requirements and Seller’s internal transfer procedures.

2.2 Registered Agent Requirement

Registered agent services are not included in the purchase price. Buyer is solely responsible for:

• Designating and maintaining a valid registered agent in the entity’s home state.
• Promptly updating the registered agent information with the Secretary of State or equivalent authority after purchase.

Buyer understands that failure to maintain an active registered agent may lead to notices not being delivered, and may ultimately result in the entity being placed in delinquent status, administrative dissolution, or other adverse administrative actions by the state.

2.3 Final Sale; No Cancellation or Modifications

All purchases of corporate entities from Seller are final, non-cancellable, and non-refundable. Buyer acknowledges and agrees that:

• Buyer may not cancel the purchase after payment has been made and the entity has been reserved or assigned.
• No refunds will be issued based on Buyer’s ability or inability to obtain financing, credit approvals, trade lines, or any other funding-related outcomes.
• Changes to entity details (such as name changes, address changes, or structural changes) after transfer are the Buyer’s responsibility and may require separate filings and fees with the state.

2.4 Substitution of Corporate Entity

In limited circumstances, Seller may need to substitute the originally selected entity. This may occur if, for example:

• The entity is purchased by another customer just before Buyer’s payment is processed.
• The Secretary of State or similar authority takes administrative action that affects the entity’s good standing or availability.
• Delays or events beyond Seller’s reasonable control render the originally selected entity unavailable.

In such cases, Seller may substitute the entity with another corporate entity of equal or greater value, subject to inventory availability, as follows:

• The substitute entity will be of comparable age, structure, and features where reasonably possible.
• If no entity in the same state with similar age is available, Buyer agrees that a substitute entity in a different state of equivalent value may be provided.
• Value is determined based on Seller’s then-current inventory list price, and the substitute entity may have a list price up to twenty percent (20%) higher than the original at no additional cost to Buyer.

Buyer agrees that an approved substitute entity is considered a full and complete fulfillment of Seller’s obligations and does not entitle Buyer to a refund, cancellation, or additional compensation.

3. Confidentiality, Risk Disclosure & Limitation of Liability

Buyer agrees not to disclose the purchase price, transaction terms, or unique deal structure to any third party without Seller’s prior written consent, except where disclosure is required by law or professional advisors under confidentiality duties.

Buyer acknowledges that purchasing a corporate entity is a business investment that involves risk. Buyer confirms that:

• Buyer is not using funds that are life savings, emergency reserves, or essential for basic living expenses.
• Seller does not provide credit repair, credit restoration, or any service designed to modify, delete, or improve items on personal or business credit reports.
• Seller does not guarantee any specific funding approvals, credit limits, trade lines, or financial results as a result of this purchase.

Under no circumstances shall Seller’s total liability to Buyer exceed the total amount actually paid by Buyer for the purchased corporate entity. If Seller is found liable for any reason, and compensation is owed:

• Such compensation will, by default, be issued in the form of store credit valid toward other Seller offerings.
• Store credit will be valid for six (6) months from the date of issuance unless otherwise required by arbitration award, court order, or applicable law.

Seller shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, opportunity costs, or business interruption, even if Seller has been advised of the possibility of such damages.

4. Dispute Resolution & Arbitration

This Agreement is subject to Seller’s Dispute Resolution Policy, including the binding arbitration provisions set forth therein. Buyer acknowledges that:

• Any disputes, claims, or controversies arising out of or relating to this Agreement, the purchase of a corporate entity, or any related transaction shall be resolved exclusively through final and binding arbitration, after completion of Seller’s internal resolution process.
• Arbitration will be conducted online and based primarily on written submissions, with no in-person hearings unless required by the arbitration provider or mutually agreed.
• The arbitration will be administered by a neutral third-party arbitration provider, in the same order of preference and under the same rules described in the Dispute Resolution Policy applicable to Aged Corps 24/7.

To the extent that any court involvement is permitted (for example, to enforce an arbitration award or where all listed providers are unavailable), the parties agree that:

• The exclusive venue and jurisdiction shall be in the State of Montana, to the fullest extent permitted by law.
• Both parties knowingly and voluntarily waive any right to a jury trial where such waiver is legally enforceable.

The Federal Arbitration Act (FAA), 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of the arbitration provisions, and to the extent state law applies, the laws of the State of Montana shall apply without regard to conflict-of-law principles.

If Buyer files a lawsuit or other proceeding in violation of the binding arbitration requirement, Buyer agrees to reimburse Seller for reasonable attorneys’ fees, arbitration fees, court costs, and related expenses incurred in enforcing the arbitration provision or obtaining dismissal of such action, to the extent permitted by law.

5. Professional Conduct & Indemnification

Buyer agrees to communicate with Seller in a professional, fair, and good-faith manner. Buyer shall not knowingly publish or distribute false, misleading, or materially inaccurate statements about Seller in any medium (including online reviews, social media posts, complaints to third parties, or payment disputes) for the purpose of pressuring a refund, chargeback, or other concessions that are inconsistent with this Agreement.

If Seller reasonably believes that Buyer has made false or misleading statements that harm or could harm Seller’s business or reputation, Seller may:

• Provide written notice requesting that Buyer correct or remove the statements within a specified timeframe (for example, seven (7) days).
• Pursue arbitration to confirm that Buyer is not entitled to a refund and to seek recovery of damages for reputational harm, lost business, or legal and administrative costs.

The arbitrator may, where appropriate and consistent with applicable law:

• Award monetary damages to Seller for reputational harm and associated losses attributable to the false or misleading statements.
• Recommend or order injunctive relief requiring Buyer to remove or correct the statements, to the extent allowed by the arbitration rules and applicable law.

Nothing in this section prevents Buyer from sharing truthful, honest experiences or opinions. This section is intended solely to protect against deliberate falsehoods or materially misleading statements that unfairly harm Seller’s business or reputation.

6. Entire Agreement

This Agreement, together with any written addenda signed by Seller and the Dispute Resolution Policy applicable to Aged Corps 24/7, constitutes the entire understanding between Buyer and Seller regarding the purchase of the corporate entity. It supersedes all prior or contemporaneous communications, advertisements, negotiations, representations, or agreements, whether written or oral.

Buyer acknowledges that Buyer is not relying on any promises, statements, or representations not expressly set forth in this Agreement or in a written document signed by Seller. Any modification to this Agreement must be in writing and signed by Seller to be valid.