Exhibit 10.3


 





STOCK PURCHASE AGREEMENT


 


This STOCK PURCHASE
AGREEMENT (the “Agreement”) is made as of Friday, October 25th, 2013 (the “Effective Date”),
by and among Gilax Corp, (A Company) (thereinafter referred to as “Seller”), and Seidenschnur Verwaltungs
AG, Rathausstr, CH-6340 Baar. Switzerland. (the “Purchaser”).


 


Recitals


 


A.Seller and Purchaser are executing
and delivering this Agreement in reliance upon the exemption from securities registration afforded by Regulation D promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), and such other Federal and state securities
exemptions as may be deemed available;


 


B.Seller
is the majority shareholder, and is the beneficial owner of record of 2,500,000 outstanding
shares of the Company representing voting rights of 77.3% of Gilax Corp, to as the Company): and


 


C.The
Purchaser wishes to purchase from the Seller and the Seller wishes to sell to the Purchaser, upon the terms and conditions stated
in this Agreement, the 2,500,000 common outstanding shares of the Company representing
voting rights of 77.3% of the company, for an aggregate purchase price of One Hundred Fifty Thousand Dollars ($150,000).


 


In
consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.Purchase
and Sale of the Shares. Subject to the terms and conditions of this Agreement, on the Closing, the Purchaser shall purchase,
and the Seller shall sell and issue to the Purchaser, the 2,500,000 common outstanding
shares of the Company representing voting rights of 77.3 % of the company in exchange for an aggregate purchase price of One Hundred
Fifty Thousand Dollars ($150,000) (the “Purchase Price”).


 


2.Closing.
Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by the Purchaser, the
Seller shall deliver to Purchaser a certificate or certificates representing the 2,500,000 common outstanding Shares, duly
endorsed for transfer with such medallion guarantees, notarization and/or other similar certification as may be required by the
Company’s transfer agent. Purchaser shall immediately deliver the Purchase Price by wire transfer to the Escrow Account.


 


3.Representations
and Warranties of the Seller. The Seller, on behalf of himself, individually, and on behalf of the Company in his capacity
as majority shareholder, President, Secretary, Treasurer and Director of the Company, hereby represents and warrants to the Purchaser,
that as of the Effective Date and as of Closing:


 






    	1



    	 



    

 


3.1Organization.
The Company is an entity duly incorporated under the laws of the State of Nevada and in good standing. The CIK number is
0001542934.


 


3.2Authorization.
The Seller is not a party to any agreement, written or oral, creating rights in respect of any Seller's Shares in any third person
or relating to the voting of the Shares. This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability, relating to or affecting creditors’ rights generally.


 


3.3Capitalization.
The authorized capital stock of the Company on the date hereof and as of Closing consists of 75,000,000 shares of common stock,
par value $0.001 per share, of which 3,230,000 are issued and outstanding. There are no shares of capital stock issuable pursuant
to any stock plans of the Company, nor are there any shares of capital stock issuable or reserved for issuance pursuant to securities
exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding
shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, no assessable and
free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights
of third parties. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities
of the Company. As used in this Agreement, “Person” shall mean an individual, corporation, partnership, Limited Liability
Company, trust, business trust, association, Joint Stock Company, joint venture, sole proprietorship, unincorporated organization,
governmental authority or any other form of entity not specifically listed herein.


 


3.4Valid Issuance;
No Encumbrances. Seller is the lawful owner of the Shares, free and clear of all security interests, liens, encumbrances,
equities and other charges.


 


3.5Consents.
The execution, delivery and performance by the Seller of this Agreement and the offer and sale of the Shares require no consent
of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have
been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities
laws which the Seller undertakes to file within the applicable time periods.


 


3.6Delivery
of SEC Filings; Business. The Seller has made available to the Purchaser through the EDGAR system, true and complete copies
of any Company’s filings made with the U.S. Securities and Exchange Commission (“SEC”), and/or the Pink
Sheets Quotation Service. The Company no longer reports to the United States Securities and Exchange Commission.


 


3.7No General
Solicitation or General Advertising. Neither the Company nor the Seller nor any Person acting on its behalf has offered or
sold or will offer or sell any of the Shares by any form of “general solicitation” or “general advertising”
(as those terms are used in Regulation D, promulgated under the Securities Act) in connection with the offer or sale of any of
the Shares. The Seller has offered the Shares for sale only to the Purchaser, and certain other “accredited investors”
within the meaning of Rule 501(a) under Regulation D, and certain “non-U.S. persons” within the meaning of Rule 902
of Regulation S.


 






    	2



    	 



    

 


3.8No Class
of Securities Registered Under Section 12(g) of the Exchange Act. The Company has no class of securities registered with the
SEC under Section 12(g) of the Exchange Act.


 


3.9No Litigation.
There are no actions, suits or proceedings, at law or in equity, and no proceedings before any arbitrator, or by or before any
governmental commission, board, bureau or other administrative agency, pending, or to the Seller’s knowledge, threatened
against or affecting the Company, or any properties or rights of the Company.


 


3.10Company
Indebtedness. As of the Closing, there are no shareholder loans or other instruments or evidence of indebtedness owed by the
Company to any shareholder or other third party, and all professional fees incurred by the Company, or by Seller on behalf of
the Company, for all services rendered up to and through the Closing, have been paid in full.


 


3.11Company
Obligations. There are no contracts, debts, lawsuits, agreements or other obligations of the Company known to the Seller,
which, individually or in the aggregate, exceed Five Hundred Dollars ($500.00), attached hereto and incorporated herein by reference.
There may be contracts, debts, lawsuits, agreements or other obligations that are unknown to the Seller and that would remain
with the Corporation.


 


4.Representations
and Warranties of the Purchaser. As of the Effective Date and as of Closing, the Purchaser hereby represents and warrants
to the Seller that:


 


4.1Authorization.
The execution, delivery and performance by the Purchaser of this Agreement constitutes the valid and legally binding obligation
of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights
generally.


 


4.2Purchase
Entirely for Own Account. The Securities to be received by the Purchaser hereunder will be acquired for the Purchaser’s
own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the
Securities Act, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing
the same in violation of the Securities Act without prejudice, however, to the Purchaser’s right at all times to sell or
otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing
contained herein shall be deemed a representation or warranty by the Purchaser to hold the Securities for any minimum or other
specific term nor limiting the Purchaser’s right to sell the Securities at any time in compliance with applicable federal
and state securities laws.


 






    	3



    	 



    

 


4.3Purchaser
Status. At the time the Purchaser was offered the Shares, he was, and at the date hereof is, an “accredited investor”
as defined in Rule 501(a) under the Securities Act.


 


4.4Experience
of the Purchaser. The Purchaser, either alone or together with his representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares. Purchaser evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of
an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.


 


4.5Disclosure
of Information. The Purchaser has had an opportunity to receive all information related to the Company requested by him and
to ask questions of and receive answers from the Seller regarding the Company, its business and the terms and conditions of the
offering of the Shares. The Purchaser acknowledges receipt of copies of the SEC Filings. Neither such inquiries nor any other
due diligence investigation conducted by the Purchaser shall modify, amend or affect the Purchaser’s right to rely on the
Seller’s representations and warranties contained in this Agreement.


 


4.6Restricted
Securities. The Purchaser understands that the Securities are characterized as “restricted securities” under the
U.S. federal securities laws inasmuch as they are being acquired from the Seller in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act
only in certain limited circumstances.


 


4.7Legend.
The Purchaser understands and agrees that the certificate(s) or the documents representing the Shares will bear one or more restrictive
legends determined by counsel to the Company to be necessary or appropriate in order to comply with United States federal or state
securities laws or to secure or protect any applicable exemptions from registration or qualification, including a legend in substantially
the following form and the Purchaser agrees to abide by the terms thereof:


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER APPLICABLE SECURITIES
LAW OF ANY STATE OR OTHER JURISDICTION, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. THESE SECURITIES CANNOT BE TRANSFERRED, OFFERED, OR SOLD IN THE
UNITED STATES OR TO A “U.S. PERSON” (AS THAT TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS SUCH
SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED
TO THE SATISFACTION OF THE CORPORATION AND ITS COUNSEL. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE ACT.


 


4.8No General
Solicitation. The Purchaser is not purchasing the Shares as a result of any “general solicitation” or “general
advertising” (as such terms are defined in Regulation D), which includes, but is not limited to, any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet
or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.






    	4



    	 



    

 


 


5.Conditions
to Closing.


 


5.1Conditions
to the Purchaser’s Obligations. The obligation of the Purchaser to purchase the Shares at the Closing is subject to
the fulfillment to the Purchaser’s satisfaction, on or prior to the Closing, of the following conditions, any of which may
be waived by the Purchaser:


 


(a) The representations
and warranties made by the Seller in Section 3 hereof shall be true and correct at all times prior to and on the Closing. The
Seller shall have performed in all material respects all obligations and conditions herein required to be performed or observed
by him on or prior to the Closing.


 


(b) The Seller shall
have obtained any consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase
and sale of the Shares and the consummation of the transactions contemplated by this Agreement, all of which shall be in full
force and effect.


 


(c) The Seller shall
have delivered to the Escrow Agent each of the following:


 


(i) The certificate(s) evidencing the Shares as set forth in Section
2;


 


5.2Conditions
to Obligations of the Seller. The Seller’s obligation to sell and issue the Shares to Purchaser at the Closing is subject
to the fulfillment to the satisfaction of the Seller on or prior to the Closing of the following conditions, any of which may
be waived by the Seller:


 


(a) The representations
and warranties made by the Purchaser in Section 4 hereof shall be true and correct in all material respects when made, and shall
be true and correct in all material respects on the Closing.


 


(b) The Purchaser shall have delivered the initial payment of the
Purchase Price to the Sellers.


 


5.3Termination
of Obligations to Effect Closing; Effects.


 


(a)The obligations
of the Seller, on the one hand, and the Purchaser, on the other hand, to effect the Closing shall terminate as follows:


 


(i)Upon the mutual
written consent of the Seller and the Purchaser;


 


(ii)By the Seller
if any of the conditions set forth in Section 5.2 shall have become incapable of fulfillment, and shall not have been waived by
the Seller;


 






    	5



    	 



    

 


 


(iii)By the Purchaser
if any of the conditions set forth in Section 5.1 shall have become incapable of fulfillment, and shall not have been waived by
the Purchaser; or


 


(iv)By either the Seller or the Purchaser (with respect to itself only) if the Closing has not occurred
on or prior to October 29th, 2013, or such later date as the parties may agree to in writing; provided, however,
that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then
be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement if such breach has
resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.


 


(b) In the event of
termination by the Seller or the Purchaser of its obligations to affect the Closing pursuant to this Section 5.3, written notice
thereof shall forthwith be given to the other party. Nothing in this Section 5.3 shall be deemed to release any party from any
liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel
specific performance by any other party of its obligations under this Agreement.


 


6.Covenants
and Agreements of the Seller.


 


6.1Securities
Laws Disclosure; Publicity. The Seller shall make such filings with the SEC if required following the Closing. The Seller
and the Purchaser shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby,
and neither the Seller nor the Purchaser shall issue any such press release or otherwise make any such public statement without
the prior consent of the other, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required
by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or
communication. Further, the parties acknowledge and agree that all such press releases shall conform to requirements of Rule 135c
of the Securities Act.


 


7.Survival and
Indemnification.


 


7.1Survival.
The representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing of the transactions
contemplated by this Agreement.


 


7.2Indemnification. The Seller agrees to indemnify and hold harmless the Purchaser
and his affiliates and their respective directors, officers, members, managers, employees and agents from and against any and
all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements
and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending
or threatened and the costs of enforcement thereof) to which such Person may become subject as a result of any breach of representation,
warranty, covenant or agreement made by or to be performed on the part of the Seller under this Agreement, and will reimburse
any such Person for all such amounts as they are incurred by such Person.


 






    	6



    	 



    

 


8.Miscellaneous.


 


8.1Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Seller or the Purchaser,
as applicable. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors
and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason
of this Agreement, except as expressly provided in this Agreement.


 


8.2Counterparts;
Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile or similar
instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen.


 


8.3Titles and
Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement.


 


8.4Notices.
Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such
delivery, (ii) if given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete
transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by
the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally
recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier. All
notices shall be addressed to the party to be notified at the address as set forth on the signature page hereto, or at such other
address as such party may designate by ten days’ advance written notice to the other party:


 


8.5Expenses.
The parties hereto shall pay their own costs and expenses in connection herewith.


 


8.6Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Seller
and the Purchaser.


 


8.7Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable
in any respect.






    	7



    	 



    

 


 


8.8Entire Agreement.
This Agreement, including any Exhibits and Schedules attached hereto, constitute the entire agreement among the parties hereof
with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter hereof and thereof.


 


8.9Further Assurances.
The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably
be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.


 


8.10Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of Delaware without regard to the choice of law principles thereof. Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process
in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods
as are specified for the giving of notices under this Agreement (other than by telex or facsimile which shall be deemed improper
service). Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding
and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such
suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum. Each of the parties hereto waives any right to request a trial by
jury in any litigation with respect to this agreement and represents that counsel has been consulted specifically as to this waiver.


 


8.11Currency.
All amounts referenced and set forth herein hall be in lawful money of the United States.


 


 


 


 


(This space intentionally left blank)


 






    	8



    	 



    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.


 


 


THE SELLER:


 


 


 


/s/ Aleksandr Gilev


Aleksandr Gilev


 


 


 


 


 


THE PURCHASER:


 


 


/s/ Seidenschnur Verwaltungs AG


Seidenschnur Verwaltungs AG


 


 


 






    	9