(This Corporate Entity Purchase Agreement (the “Agreement”) sets forth the terms and conditions governing the sale and transfer of a corporate entity from Entity Bridge to the Buyer. This Agreement is presented to the Buyer prior to purchase and must be agreed as part of any corporate entity sale.)

Effective Date: _______________ (to be filled with date of purchase execution)

Buyer Name: ______________________________________ (“Buyer”)

Buyer Contact: Email: _______________; Phone: _______________

Buyer Address: _____________________________________________________

Seller: Entity Bridge Inc (“Seller” or “Company”), having its principal place of business at 15911 E Beaver Brook Lane, Parker, CO 80134. Email: Support@EntityBridge.com.

Buyer and Seller may each be referred to as a “Party” and collectively as the “Parties.”

Purpose: This Agreement outlines the terms of the sale of a corporate entity (such as a corporation or LLC) by Seller to Buyer. Both Parties acknowledge that this is a business-to-business transaction and not a consumer transaction. Buyer, by entering this Agreement, confirms they are a business purchaser with knowledge of business operations.

1. Introduction & Purpose

1.1. Nature of Transaction: The Buyer is purchasing a fully formed corporate entity (which could be a corporation or a limited liability company, as specified in the purchase details) from the Seller. The Seller is in the business of providing established corporate entities and related services. The Buyer intends to use the acquired entity for lawful business or investment purposes. This sale does not involve personal or household goods or services. Both Parties agree that this is not a consumer sale; it is a commercial sale between knowledgeable business parties.

1.2. Buyer’s Acknowledgment of Expertise: By proceeding with this purchase, Buyer represents and warrants that they:

• Are an entrepreneur, investor, or businessperson with sufficient knowledge or access to professional advice (legal, financial, or otherwise) to evaluate the benefits and risks of buying a corporate entity.
• Understand that Entity Bridge is not providing legal, tax, or financial advice regarding this purchase. Buyer has been or has had the opportunity to be advised by their own lawyers or advisors before entering into this Agreement.
• Recognize that owning a corporation/LLC carries responsibilities (such as maintaining compliance, paying any taxes or fees, etc.), and Buyer is prepared to assume those responsibilities.
• Are not relying on any promise or representation from Seller that is not explicitly stated in this Agreement or in the written materials provided as part of the sale. (For example, Buyer is not relying on any guaranteed credit score, funding approval, or business success due to this purchase.)

1.3. Business Transaction & No Consumer Protections: Both Parties agree that this Agreement shall be interpreted as a commercial contract. Buyer explicitly waives any consumer protection rights that might otherwise apply if this were a consumer transaction, acknowledging that those laws are intended for personal, household purchases and not for business acquisitions like this one. This waiver does not remove any mandatory rights but clarifies that Buyer doesn’t get protections meant for uninformed consumers, as Buyer is acting in a business capacity.

2. Terms of Purchase

2.1. Corporate Entity Details & Transfer: Seller agrees to transfer, and Buyer agrees to accept, 100% ownership of the specific corporate entity identified in the purchase documentation.

• If the entity is a Corporation, this means transferring all issued shares of stock to the Buyer (making Buyer the sole shareholder).
• If the entity is an LLC, this means transferring the entire membership interest (making Buyer the sole member/owner).

The entity’s name, state/jurisdiction of formation, date of formation, and any other key details will be provided to Buyer in a separate schedule or invoice. Upon payment and signing of this Agreement (or acceptance via electronic means), Seller will prepare and provide all necessary transfer documents (such as stock certificates, resolutions, assignments, or membership interest transfer documents) to legally effectuate the transfer of ownership to Buyer.

2.2. Registered Agent and Address Updates: Buyer understands that for any corporation or LLC, state laws require a registered agent and up-to-date contact information on file with the state.

• Unless explicitly stated otherwise, registered agent service is not included in this purchase. The entity may currently have a registered agent on record (often Seller or a service used by Seller). Buyer is responsible for updating the registered agent and business address with the state’s corporate registry shortly after purchase (typically within a specified timeframe, e.g., 30 days).
• Seller will provide instructions or forms as needed for Buyer to update the records. Failing to maintain a valid registered agent can lead to the state declaring the company inactive or dissolved, so Buyer agrees to promptly handle this obligation.
• If Buyer needs assistance, Entity Bridge can offer a registered agent service or recommend one for an additional fee, but it is not automatically part of this Agreement unless separately purchased.

2.3. Final Sale – No Cancellation or Refund: Buyer acknowledges that purchasing an existing corporate entity is akin to purchasing a unique business asset. Once the purchase is completed:

• The sale is final. Buyer cannot cancel the purchase and understands that no refunds will be provided (as also detailed in our Refund Policy). The only exception would be if Seller is unable to deliver the entity as promised and cannot provide a comparable alternative, in which case Seller may choose to refund the Buyer – but such scenarios are extremely rare and handled on a case-by-case basis.
• Buyer’s decision to purchase is not contingent on any future event (such as “I will only keep this if I get a bank loan using it” or similar). Therefore, the inability to achieve some result (like obtaining financing, contracts, or credit) with the purchased entity is not a basis for cancellation or refund. Buyer is purchasing the entity “as-is” with the understanding of its inherent value (age, status, etc.), not a guaranteed future outcome.

2.4. Substitution of Entity (If Necessary): Seller maintains an inventory of available aged entities. While rare, it’s possible that between the time Buyer selects an entity and completes payment, the specific entity might become unavailable (e.g., if two buyers select the same one, or if a state administrative issue arises).

• Seller reserves the right to substitute a similar entity of equal or greater value if the originally intended entity is unavailable through no fault of Seller. “Equal or greater value” typically means similar age and incorporation state. If an exact match (state and age) is not available, Seller will offer an alternative from another state that has at least the same value (value typically correlated to age or compliance status).
• Seller will inform Buyer of any necessary substitution. The substitute entity’s details will be provided for Buyer’s review. The substitution will be at no additional cost to Buyer, even if the alternate entity is of greater value, and it will not entitle Buyer to any refund or price adjustment, as Seller is delivering a comparable product.
• Buyer agrees that accepting a reasonable substitute is part of this Agreement if needed. Refusal of a substitute when one of equal/greater value is offered does not entitle Buyer to a refund; instead, Seller may consider the contract fulfilled by offering the substitute.

3. Confidentiality, Risk Disclosure & Limitation of Liability

Buyer and Seller agree to maintain certain confidentiality and acknowledge specific risk terms as part of this purchase:

• Confidentiality of Terms: Buyer agrees not to disclose the specifics of this purchase (such as the price paid, the identity or details of the entity until public filings reflect the change, or any special arrangements) to any third party without Seller’s prior written consent, except as necessary to Buyer’s accountants, attorneys, or as required by law. This is to protect both parties’ privacy and business interests.
• No Guaranteed Success: Buyer acknowledges that acquiring an aged or established company can offer advantages (e.g., credibility of age, eligibility for opportunities requiring a business to be a certain age) but no outcome is guaranteed. Buyer understands that business success still depends on many factors like business plan, management, market conditions, etc. Seller has not made any promises about revenues, profits, or specific achievements the Buyer will obtain through owning this company.
• No Credit Services Provided: Buyer confirms that they are not purchasing this entity for the purpose of credit repair or credit hiding. Seller does not provide any services related to credit repair or enhancement. Specifically, Seller is not altering credit histories, removing debts, or doing anything to the entity’s credit profile besides providing it as-is. Any representation of the entity being “credit-ready” simply means it has no known negative marks and might be more acceptable to lenders due to age, but it does not come with established lines of credit or guarantees of credit approvals.
• Independent Use: Once transferred, the company is under Buyer’s control. Buyer is responsible for what they do with it. Seller is not liable for any business activities the Buyer conducts through the entity post-sale.
• Limitation of Liability: In the unlikely event that Buyer incurs losses or damages related to this purchase, the Parties agree to limit the liability of Seller. Seller’s maximum liability shall not exceed the amount Buyer paid for the entity. Seller will not be responsible for any indirect or consequential losses (for example, if Buyer loses a deal or suffers a business loss after purchase – those are not Seller’s responsibility).
• Exclusive Remedy: If Seller is found to have breached any representation in this Agreement (for instance, if the entity was not as old as advertised or had an undisclosed issue that materially affects its value), Buyer’s remedy is first to allow Seller to cure the issue (if possible) or to accept a substitute entity/solution. If that’s not feasible, then a refund of the purchase price would be the cap. Buyer cannot seek punitive damages or other damages beyond the purchase price; instead, Buyer’s relief would be limited to a return of what was paid (in exchange for returning the entity or undoing the transfer if possible).

Buyer further acknowledges they are not using any funds critical for personal survival for this purchase; this is a business investment from discretionary funds.

4. Dispute Resolution & Arbitration

Both Parties agree that any disputes arising under this Agreement will be resolved according to the Entity Bridge Dispute Resolution Policy (incorporated by reference). To summarize:

• The Parties will first attempt to resolve the matter through good-faith negotiation or internal mediation.
• If that fails, the dispute shall be resolved by binding arbitration on an individual basis, as described in the Dispute Resolution Policy (with the designated arbitration services and procedures therein).
• The arbitration will occur under the laws of Colorado (for any state law issues) and under the Federal Arbitration Act for arbitration enforcement.
• Both Parties waive any right to litigate in court or to pursue or participate in class actions regarding a dispute under this Agreement.

This arbitration clause in this Agreement is intended to be consistent with, and is hereby explicitly subject to, the terms in the Dispute Resolution Policy. In case of any direct conflict between this Agreement and the Dispute Resolution Policy in how to handle a dispute, the Dispute Resolution Policy shall prevail because it provides the full framework.

5. Professional Conduct & Buyer’s Commitments

5.1. Good-Faith Communications: Buyer agrees to approach any concerns about this transaction or the entity in a fair and professional manner. Buyer will not engage in public defamation or unwarranted chargebacks as a means of resolving issues. If Buyer has concerns, they agree to notify Seller (as per the Dispute Resolution steps) and allow an opportunity to cure or clarify.

5.2. No False Statements: Buyer commits that any public reviews or statements about Seller will be truthful and based on actual experience. Buyer will not intentionally post false claims or exaggerated negative commentary as leverage. (This does not restrict Buyer from sharing honest opinions or experiences; it’s aimed at preventing knowingly false allegations.)

5.3. Remedies for Misconduct: If Buyer disregards the agreed dispute process and, for example, initiates a chargeback without cause or spreads false claims that cause damage, Seller reserves the right to seek relief through arbitration. The arbitrator can require retracting false statements and can award damages for reputational harm or additional costs incurred due to such actions by Buyer.

Simply put, both Buyer and Seller agree to deal with each other in good faith, even if a disagreement arises.

6. Entire Agreement

This Agreement, along with any schedules or addenda (such as a specific invoice detailing the entity or any additional terms signed by both Parties), constitutes the entire agreement between the Parties relating to this subject matter. It supersedes any prior discussions, negotiations, or agreements (whether written or oral) regarding the sale of this corporate entity.

Buyer confirms that they are not relying on any representation or promise from Seller that is not written in this Agreement or the incorporated policies. Any changes or additions to this Agreement must be in writing and signed by both Buyer and an authorized representative of Seller.

If any part of this Agreement is found to be unenforceable, the rest remains in effect (per the severability principle in the Terms of Use).

By signing below (or electronically accepting), both Parties acknowledge that they have read and understood this Corporate Entity Purchase Agreement and agree to be bound by its terms.

Buyer: ________________________________   Date: ___________

(Signature of Buyer or Authorized Representative and Printed Name)

Seller (Entity Bridge Inc): Authorized Electronic Acceptance via Purchase Confirmation   Date: ___________