Promissory Note

Principal Amount:   |   Date:   |   Place: TX

FOR VALUE RECEIVED, Galaxy Holdings, a TX LLC with an address at (the “Maker” or “Borrower”), promises to pay to the order of , a with an address at (the “Holder” or “Payee”), the principal sum of , together with interest, on the terms set forth in this Promissory Note (this “Note”).

1. Interest

Interest shall accrue on the unpaid principal balance from the date of this Note at the rate of per annum, computed on the basis of a 365-day year for the actual number of days elapsed. In no event shall interest exceed the maximum rate permitted by applicable law.

2. Payment Schedule

The Maker shall repay this Note as follows: . All unpaid principal and accrued interest shall be due and payable in full on (the “Maturity Date”). Payments shall be applied first to accrued interest and then to principal.

3. Place and Manner of Payment

All payments shall be made in lawful money of the United States to the Holder at the address above, or at such other place as the Holder may designate in writing, without demand, deduction, or offset.

4. Prepayment

The Maker may prepay this Note in whole or in part at any time without premium or penalty. Each prepayment shall be applied first to accrued interest and then to the remaining principal in inverse order of maturity.

5. Default

Each of the following constitutes an “Event of Default”: (a) the Maker fails to pay any amount under this Note within ten (10) days after it is due; (b) the Maker breaches any other obligation under this Note and fails to cure within fifteen (15) days after written notice; or (c) the Maker becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings.

6. Acceleration and Remedies

Upon an Event of Default, the Holder may, by written notice to the Maker, declare the entire unpaid principal balance and all accrued interest immediately due and payable. After default, interest shall accrue on the outstanding balance at the rate of per annum until paid. The Maker shall pay all costs of collection, including reasonable attorneys’ fees.

7. Waivers

The Maker waives presentment, demand, protest, and notice of dishonor. No delay or omission by the Holder in exercising any right shall operate as a waiver of that or any other right.

8. Governing Law

This Note is governed by the laws of the State of TX, without regard to its conflict-of-laws principles. This Note is binding upon the Maker and its successors and assigns and inures to the benefit of the Holder and its successors and assigns.

MAKER / BORROWER — Galaxy Holdings

Name: Michael Yuan
Title: General Manager
Date:

HOLDER / PAYEE —
 

Name:
Title:
Date:

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