Action by Written Consent of the Shareholders of Galaxy Holdings

The undersigned, being holders of the issued and outstanding voting stock of Galaxy Holdings, a TX LLC (the “Corporation”), representing not less than the minimum number of votes necessary to authorize the actions set forth below, acting pursuant to the General Corporation Law of the State of TX and the Bylaws of the Corporation, hereby consent in writing to the adoption of the following resolutions without a meeting, effective as of .

1. Subject of the Resolution

The shareholders have considered the following matter (the “Subject”):

2. Shares Entitled to Vote and Voted

As of the effective date, there are shares of voting stock of the Corporation issued and outstanding. The shareholders signing this written consent hold shares, representing of the outstanding voting power, all of which are voted in favor of the resolutions below.

3. Resolutions

NOW, THEREFORE, BE IT RESOLVED, that the shareholders of the Corporation hereby approve and adopt the following:

4. Authorization of Officers

RESOLVED FURTHER, that the officers of the Corporation are, and each of them acting alone is, hereby authorized and directed, in the name and on behalf of the Corporation, to execute and deliver all such agreements, certificates, instruments, and documents, and to take all such further actions, as they may deem necessary or advisable to carry out the purpose and intent of the foregoing resolutions.

5. Ratification

RESOLVED FURTHER, that all actions previously taken by the directors and officers of the Corporation in furtherance of the matters contemplated by the foregoing resolutions are hereby ratified, approved, and confirmed in all respects.

6. Notice to Non-Consenting Shareholders

RESOLVED FURTHER, that, to the extent required by the General Corporation Law of the State of TX, the Secretary of the Corporation shall give prompt notice of the actions taken by this written consent to those shareholders who have not consented in writing.

7. Effectiveness and Counterparts

RESOLVED FURTHER, that this written consent shall be effective as of the date first written above, may be executed in counterparts and by electronic signature, and shall be filed with the minutes of the proceedings of the shareholders of the Corporation.

Shareholder

Name: Michael Yuan
Shares Voted:
Date:

Shareholder

 

Name:
Shares Voted:
Date: