THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION OR AN APPLICABLE EXEMPTION.
For value received, Galaxy Holdings, a TX LLC (the “Company”), hereby certifies that (the “Holder”) is entitled, subject to the terms of this Warrant, to purchase from the Company shares of the Company’s (the “Warrant Shares”) at the Exercise Price defined below. This Warrant is issued as of (the “Issue Date”).
The exercise price per Warrant Share is (the “Exercise Price”), subject to adjustment under Section 5. This Warrant is exercisable, in whole or in part, at any time on or after the Issue Date and before 5:00 p.m. on the date that is years after the Issue Date (the “Expiration Date”), after which this Warrant is void.
The Holder may exercise this Warrant by delivering to the Company (a) a completed and signed notice of exercise, (b) this Warrant, and (c) payment of the aggregate Exercise Price for the Warrant Shares being purchased. Payment may be made by cash, check, or wire transfer, or by the cashless (net) exercise procedure in Section 3.
In lieu of paying the Exercise Price in cash, the Holder may elect to receive Warrant Shares equal to the value of this Warrant (or the portion being exercised) by surrender of this Warrant, in which case the Company will issue to the Holder a number of Warrant Shares computed using the following formula:
X = Y × (A − B) ÷ A
where:
X = the number of Warrant Shares to be issued to the Holder;
Y = the number of Warrant Shares otherwise purchasable under this Warrant (or portion being exercised);
A = the fair market value of one Warrant Share on the date of exercise; and
B = the Exercise Price.
For purposes of this Section, “fair market value” of a Warrant Share will be determined as set forth in the notice of exercise procedures, or, in connection with a sale of the Company or a public offering, the per-share consideration or offering price.
Upon valid exercise, the Company will, within a reasonable time, issue and deliver to the Holder a certificate or book-entry record for the Warrant Shares purchased. The Company will not issue fractional Warrant Shares and may instead make a cash payment for any fraction. The Warrant Shares, when issued and paid for, will be validly issued, fully paid, and non-assessable.
The number of Warrant Shares and the Exercise Price are subject to adjustment as follows: (a) Stock splits and dividends. If the Company subdivides or combines its outstanding shares, or pays a stock dividend, the number of Warrant Shares and the Exercise Price will be proportionately adjusted so the Holder’s aggregate purchase rights are preserved. (b) Reclassification, merger, or reorganization. Upon any reclassification, merger, consolidation, or sale of substantially all assets, this Warrant will thereafter be exercisable for the kind and amount of securities, cash, or other property that the Holder would have received had the Warrant been exercised immediately before such event. (c) The Company will give the Holder written notice of any such adjustment.
Until this Warrant is exercised, the Holder is not entitled to any rights of a stockholder of the Company, including voting rights or the right to receive dividends, with respect to the Warrant Shares.
Subject to compliance with applicable securities laws and the legend above, the Holder may transfer this Warrant by delivering to the Company a duly executed assignment form. The Company may require an opinion of counsel that the transfer is exempt from registration. Any Warrant Shares issued will bear appropriate securities-law legends.
The Holder represents that it is acquiring this Warrant and any Warrant Shares for investment for its own account and not with a view to distribution, and that it can bear the economic risk of the investment.
This Warrant is governed by the laws of the State of TX, without regard to its conflict-of-laws principles. This Warrant may be amended only in a writing signed by the Company and the Holder. If this Warrant is lost or destroyed, the Company will issue a replacement on receipt of reasonable indemnity.
The Company has caused this Warrant to be executed as of the Issue Date.
Name: Michael Yuan
Title: General Manager
Date:
Name: ______________________
Date: ______________________