Action by Written Consent of the Initial Board of Directors of Galaxy Holdings

The undersigned, being all of the members of the initial Board of Directors (the “Board”) of Galaxy Holdings, a TX LLC (the “Corporation”), acting pursuant to the General Corporation Law of the State of TX and the Bylaws of the Corporation, hereby adopt the following resolutions by unanimous written consent without a meeting, effective as of .

1. Ratification of Formation

RESOLVED, that the Certificate of Incorporation, as filed with the Secretary of State of the State of TX, and all actions taken by the Incorporator in connection with the organization of the Corporation, are hereby ratified, approved, and confirmed in all respects.

2. Adoption of Bylaws

RESOLVED, that the Bylaws presented to the Board are hereby adopted as the Bylaws of the Corporation, and the Secretary is directed to insert a copy in the Corporation’s minute book.

3. Election of Officers

RESOLVED, that the following persons are hereby elected to the offices set forth opposite their names, each to serve at the pleasure of the Board:

4. Issuance of Stock

RESOLVED, that the Corporation is authorized to issue shares of its Common Stock to the founders and other purchasers identified in the Corporation’s records, at a purchase price of per share, in exchange for cash, services, intellectual property, or other lawful consideration deemed adequate by the Board, and the officers are authorized to execute and deliver stock purchase agreements and to issue the corresponding certificates or uncertificated shares.

5. Bank Account

RESOLVED, that the Corporation open one or more bank accounts at , or such other financial institution as the officers may select, and that the officers are authorized to execute the standard resolutions and signature cards required by such institution and to designate authorized signatories on behalf of the Corporation.

6. Fiscal Year

RESOLVED, that the fiscal year of the Corporation shall end on of each year.

7. Tax and Regulatory Matters

RESOLVED, that the officers are authorized to obtain an Employer Identification Number, to make any necessary tax elections, and to take all actions and file all documents necessary to qualify the Corporation to do business and to comply with applicable federal, state, and local laws.

8. Reimbursement of Organizational Expenses

RESOLVED, that the Corporation is authorized to pay or reimburse the reasonable expenses incurred in connection with the organization of the Corporation, and that such expenses may be amortized as permitted by applicable tax law.

9. General Authority

RESOLVED, that the officers of the Corporation are authorized and directed to take all actions and execute all documents they deem necessary or advisable to carry out the purpose and intent of the foregoing resolutions, and that all such prior actions are hereby ratified and confirmed.

This written consent may be executed in counterparts and by electronic signature, and shall be filed with the minutes of the proceedings of the Board.

Director

Name: Michael Yuan
Date:

Director

 

Name:
Date: