(Seller)
Name:
Title:
Date:
Galaxy Holdings (Buyer)
![]()
Name: Michael Yuan
Title: General Manager
Date:
This Stock Purchase Agreement (the “Agreement”) is made and entered into as of by and between Galaxy Holdings, a TX LLC located at (the “Buyer”), and , located at (the “Seller”). The Buyer and the Seller are referred to individually as a “Party” and collectively as the “Parties.”
Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell, transfer, and deliver to the Buyer, and the Buyer shall purchase from the Seller, shares (the “Shares”) of the capital stock of (the “Target”), free and clear of all liens, pledges, encumbrances, and restrictions other than restrictions arising under applicable securities laws.
The aggregate purchase price for the Shares is (the “Purchase Price”), payable by the Buyer to the Seller at the Closing by wire transfer of immediately available funds, subject to any applicable withholding required by law.
The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on , or such other date as the Parties may agree in writing (the “Closing Date”), remotely by the exchange of executed documents. At the Closing, the Seller shall deliver stock certificates (or evidence of book-entry transfer) representing the Shares, duly endorsed for transfer, together with any consents required for the transfer, and the Buyer shall deliver the Purchase Price.
The Seller represents and warrants to the Buyer that, as of the Effective Date and as of the Closing Date: (a) the Seller has full power and authority to execute this Agreement and to sell the Shares; (b) the Seller is the record and beneficial owner of the Shares, free and clear of all liens; (c) the Shares are validly issued, fully paid, and non-assessable; (d) the execution and performance of this Agreement do not violate any law, order, organizational document, or agreement binding on the Seller or the Target; (e) to the Seller’s knowledge, the Target is duly organized, validly existing, and in good standing, and there is no litigation pending or threatened that would materially affect the Shares or the Target; and (f) the Seller has disclosed all material information regarding the Shares and the Target reasonably requested by the Buyer.
The Buyer represents and warrants that (a) it is duly organized, validly existing, and in good standing under the laws of TX; (b) it has full power and authority to execute this Agreement; (c) the execution and performance of this Agreement do not violate any law, order, or agreement binding on the Buyer; and (d) the Buyer is acquiring the Shares for its own account for investment and not with a view to distribution in violation of applicable securities laws.
The obligation of each Party to consummate the Closing is subject to (a) the accuracy in all material respects of the other Party’s representations and warranties as of the Closing Date; (b) the performance by the other Party of its covenants and obligations; (c) the receipt of all material consents, approvals, and waivers, including any required under the Target’s organizational documents or any shareholders’ agreement; and (d) the absence of any law or order prohibiting the transaction.
Between the Effective Date and the Closing, the Seller shall (a) not transfer, encumber, or grant any option over the Shares; (b) not vote the Shares to approve any extraordinary corporate action of the Target outside the ordinary course without the Buyer’s prior written consent; and (c) cooperate in obtaining any consents required to transfer the Shares. After the Closing, the Seller shall execute such further documents as the Buyer may reasonably request to perfect the Buyer’s ownership of the Shares.
From and after the Closing, the Seller shall indemnify, defend, and hold harmless the Buyer and its officers, directors, employees, and affiliates from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of any breach of the Seller’s representations, warranties, or covenants under this Agreement. The Buyer shall similarly indemnify the Seller for any breach of the Buyer’s representations, warranties, or covenants. The indemnified Party shall give prompt written notice of any claim, and the indemnifying Party shall have the right to assume the defense thereof with counsel reasonably acceptable to the indemnified Party.
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 and supersedes all prior agreements and understandings. It 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 unenforceable, the remaining provisions remain in full force and effect.
Name:
Title:
Date:
Name: Michael Yuan
Title: General Manager
Date: