(Indemnitee)
Name:
Date:
Galaxy Holdings
![]()
Name: Michael Yuan
Title: General Manager
Date:
This Indemnification Agreement (the “Agreement”) is made and entered into as of by and between Galaxy Holdings, a TX LLC located at (the “Company”), and , located at , who serves the Company as a (the “Indemnitee”).
The Company desires to attract and retain qualified directors and officers and to provide them with the maximum protection permitted by law in connection with their service. The Indemnitee is willing to serve, and to continue to serve, the Company in reliance on the protections provided by this Agreement, which is intended to supplement, and not to limit, any rights to indemnification under the Company’s organizational documents, applicable law, or any policy of insurance.
To the fullest extent permitted by the laws of the State of TX, the Company shall indemnify and hold harmless the Indemnitee from and against any and all losses, liabilities, judgments, fines, penalties, amounts paid in settlement, and reasonable expenses (including attorneys’ fees, costs, and disbursements) actually and reasonably incurred by the Indemnitee in connection with any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, regulatory, or investigative (a “Proceeding”), to which the Indemnitee is or is threatened to be made a party or witness by reason of the Indemnitee’s service as a director, officer, employee, or agent of the Company or, at the Company’s request, of another enterprise.
The Company shall advance to the Indemnitee, within thirty (30) days after receipt of a written request, all reasonable expenses incurred by the Indemnitee in connection with any Proceeding, in advance of its final disposition. Such advancement shall be conditioned upon the Indemnitee’s undertaking to repay the amounts advanced if it is ultimately determined by a final, non-appealable judicial decision that the Indemnitee is not entitled to be indemnified. No security or interest shall be required in connection with such undertaking, and it shall be accepted without reference to the Indemnitee’s ability to repay.
The Indemnitee shall give the Company written notice of any Proceeding as soon as reasonably practicable, provided that any failure or delay in giving notice shall not relieve the Company of its obligations except to the extent the Company is materially prejudiced. Upon a written request for indemnification, a determination of the Indemnitee’s entitlement, where required by law, shall be made promptly and in the manner most favorable to the Indemnitee permitted under TX law. If the Company does not timely respond to a request, the Indemnitee shall be deemed entitled to the indemnification requested.
In making any determination of entitlement to indemnification, the Indemnitee shall be presumed to be entitled to indemnification, and the Company shall bear the burden of proving otherwise. The termination of any Proceeding by judgment, settlement, conviction, or plea shall not, of itself, create a presumption that the Indemnitee did not meet any applicable standard of conduct.
So long as the Indemnitee may be subject to any Proceeding, the Company shall use commercially reasonable efforts to maintain in effect one or more policies of directors’ and officers’ liability insurance providing coverage for the Indemnitee on terms no less favorable than the coverage provided to the Company’s other directors and officers. Upon request, the Company shall provide the Indemnitee with evidence of such coverage.
Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee (a) for any matter as to which indemnification is prohibited by applicable law; (b) for any accounting of profits made from the purchase or sale of securities in violation of Section 16(b) of the Securities Exchange Act of 1934 or similar law; or (c) in connection with a Proceeding initiated by the Indemnitee against the Company, except for a Proceeding to enforce rights under this Agreement or as approved by the Company’s board of directors.
The rights of the Indemnitee under this Agreement shall continue after the Indemnitee has ceased to serve the Company and shall inure to the benefit of the Indemnitee’s heirs, executors, and administrators. This Agreement shall be binding upon the Company and its successors and assigns, including any successor by merger, consolidation, or sale of substantially all assets.
This Agreement is governed by and construed under the laws of the State of TX, without regard to its conflict-of-laws rules. This Agreement constitutes the entire agreement between the parties regarding its subject matter, may be amended only in a writing signed by both parties, may be executed in counterparts, and may be signed by electronic signature. If any provision is held invalid, the Company shall nonetheless indemnify the Indemnitee to the fullest extent permitted by the remaining provisions and by law.
Name:
Date:
Name: Michael Yuan
Title: General Manager
Date: