Moxian China, Inc. Sample Contracts

FORM OF PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • September 9th, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc. • New York

This letter (this “Agreement”) constitutes the agreement between Moxian, Inc., a Nevada corporation (the “Company”) and Axiom Capital Management, Inc. and Cuttone & Co., Inc. (together, the “Placement Agents”) pursuant to which the Placement Agents shall serve as the placement agents (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement).

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First Amended and Restated Exclusive Option Agreement
Exclusive Option Agreement • January 8th, 2018 • Moxian, Inc. • Services-computer programming, data processing, etc.

This First Amended and Restated Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of the 8 day of January, 2018 in Shenzhen City, the People’s Republic of China (“China” or the “PRC”):

THIS AMENDED AND RESTATED LOAN AGREEMENT is made on May 30, 2015
Loan Agreement • August 14th, 2015 • Moxian, Inc. • Services-computer programming, data processing, etc. • Nevada
SUBSCRIPTION AGREEMENT
Subscription Agreement • March 29th, 2011 • SECURE NetCheckIn Inc • Nevada

THIS SUBSCRIPTION AGREEMENT (“Agreement”) made as of this __ day of ___________, 2011, by and among SECURE NetCheckIn Inc., a Nevada corporation (the “Company”), and the undersigned subscriber of securities of the Company (the “Subscriber”).

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • January 14th, 2021 • Moxian, Inc. • Services-computer programming, data processing, etc. • Nevada

This Debt Conversion Agreement (the “Agreement”) is entered into effective as of May 2, 2019 by and between Liu Shu Juan (“Investor”) and Moxian, Inc., a Nevada corporation(the “Company”), with reference to the following facts:

THIS LOAN AGREEMENT is made on December 31, 2014
Loan Agreement • December 31st, 2014 • Moxian China, Inc. • Services-computer programming, data processing, etc. • Nevada
THIS LOAN AGREEMENT (executed as a deed) is made on May 4, 2016 BETWEEN
Loan Agreement • December 22nd, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc. • Hong Kong
LICENSE AND ACQUISITION AGREEMENT
License and Acquisition Agreement • February 25th, 2014 • Moxian China, Inc. • Services-business services, nec • New York

This LICENSE AND ACQUISITION AGREEMENT (this “Agreement”) becomes effective as of 21st day of February, 2014 (the “Effective Date”) among Moxian Group Holdings, Inc., a Florida corporation (the “Licensor” or “MOXG”), Moxian Group Limited, a corporation incorporated under the laws of British Virgin Islands (“Moxian BVI”), Moxian China, Inc., a Nevada corporation (the “Licensee” or “MOXC”), and Moxian CN Group Limited, a corporation incorporated under the laws of Samoa (“Moxian CN SAMOA”). Each of the Licensor, Licensee, Moxian BVI, and Moxian CN SAMOA is referred to herein as a “Party” and collectively, as the “Parties.”

THIS LOAN AGREEMENT (executed as a deed) is made on June 30, 2015 BETWEEN
Loan Agreement • December 22nd, 2015 • Moxian, Inc. • Services-computer programming, data processing, etc. • Hong Kong
INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • September 9th, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc.

THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of the day 16 of June, 2016 (the "Agreement"), between Moxian, Inc., a Neveda corporation with an address at 9/F, Tower A, United Plaza, No.5022 Binhe Avenue, Futian District, Shenzhen (the "Company"), and Ajay Rajpal of 4 Collinwood Court, 130 Station Road, Barnet, Herts. EN5 1SS, UK ("Director").

Contract
Loan Agreement • August 4th, 2017 • Moxian, Inc. • Services-computer programming, data processing, etc.

Exhibit 10.1 THIS LOAN AGREEMENT is made on August 2, 2017 BETWEEN (1) Vertical Venture Capital Group Limited of Room 2807, 28/F., Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong (hereinafter referred to as “the Lender”) and (2) Moxian Technologies (Shenzhen) Co., Limited of 9/F, Tower A, United Plaza, No. 5022 Binhe Avenue, Futian District, Shenzhen, China (hereinafter referred to as “the Borrower”). (hereinafter together referred to as “the Parties”) 1. RECITALS 1.1 The Lender lent the Borrower the aggregate sum of RMB6,730,000.00 on July 31, 2017 (“Loan”) in contemplation of and upon prior agreement to the terms and conditions contained in this Agreement and at the express request of the Borrower. 1.2 On the same day, the Lender had instructed Shanghai Shewn Wine Co., Limited (Bank Account No.31050178430000000263) to deposit the Loan into the Borrowers’ designated bank account. 1.3 In consideration of the Lender continuing to make the Loan available to the Borrower, t

THIS LOAN AGREEMENT (executed as a deed) is made on June 30, 2015
Loan Agreement • August 14th, 2015 • Moxian, Inc. • Services-computer programming, data processing, etc. • Hong Kong
Stock Pledge Agreement
Stock Pledge Agreement • January 8th, 2018 • Moxian, Inc. • Services-computer programming, data processing, etc.

Moxian Technologies Shenzhen Co Ltd, at Block A, 9/F Union Plaza, 5022 Binjiang Avenue, Futian District, Shenzhen City, Guangdong Province, China This stock pledge agreement is signed on January 8, 2018 at Shenzhen City Futian District.

ESCROW AGREEMENT
Escrow Agreement • September 9th, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc. • New York

THIS AGREEMENT (this “Agreement”) is made this __________________ by and among Moxian, Inc. (the “Issuer”), Axiom Capital Management Inc. (“Axiom”) and Cuttone & Co., Inc. (“Cuttone” and along with Axiom, the “Placement Agents”) whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, New York 10004 (the “Escrow Agent”).

EQUITY TRANSFER AGREEMENT
Equity Transfer Agreement • February 5th, 2015 • Moxian China, Inc. • Services-computer programming, data processing, etc.

This EQUITY TRANSFER AGREEMENT (the “Agreement”) is being executed and delivered this 30th day of January, 2015 (the “Effective Date”) by and between Rebel Group, Inc. (the “Seller”), and Moxian China, Inc. (the “Buyer”). Each of the Seller and Buyer, is hereinafter called a “Party”, together, the “Parties.”

CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • February 1st, 2019 • Moxian, Inc. • Services-computer programming, data processing, etc. • Nevada
Stock Pledge Agreement
Stock Pledge Agreement • December 31st, 2014 • Moxian China, Inc. • Services-computer programming, data processing, etc.
House Lease Contract
House Lease Contract • March 16th, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc.

Both parties sign this contract in accordance with Contract Law of the People's Republic of China, Urban Real Estate Management Law of the People's Republic of China, House Lease Regulations of Shenzhen Special Economic Zone and the rules for implementation, and Decision about Strengthening the House Lease Security Responsibility Made by the Standing Committee under Shenzhen People's Congress.

Tripartite Agreement on Shareholder’s Undertaking of Obligation
Tripartite Agreement • January 8th, 2018 • Moxian, Inc. • Services-computer programming, data processing, etc.

Each of Party A, Party B and Party C shall be referred to as a “Party”, and they shall be collectively referred to as the “Parties”.

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • September 9th, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc. • New York

This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of [●], 2016 is entered into by and among Moxian, Inc. (the “Company”), Axiom Capital Management, Inc. (“Axiom”), Cuttone & Co., Inc. (“Cuttone”, and collectively with Axiom, the “Placement Agents”), and [●] (the “Escrow Agent”).

THIS LOAN AGREEMENT (executed as a deed) is made on 28th September 2014
Loan Agreement • December 31st, 2014 • Moxian China, Inc. • Services-computer programming, data processing, etc. • Hong Kong
AMENDMENT AGREEMENT
Amendment Agreement • August 14th, 2015 • Moxian, Inc. • Services-computer programming, data processing, etc.

THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of the ____ of August, 2015 by and between Moxian, Inc., a Nevada corporation (the “Company”), and Beijing Xinhua Huifeng Equity Investment Centre, a limited partnership formed under the laws of People’s Republic of China (the “Xinhua”). Each of the capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Xinhua Subscription Agreement dated June 4, 2015 as defined below.

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Subscription Agreement
Subscription Agreement • September 9th, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc.

This subscription (this “Subscription”) is dated ____________, 2016, by and between the investor identified on the signature page hereto (the “Investor”) and Moxian, Inc., a Nevada corporation (the “Company”). The parties agree as follows:

SHARE CANCELLATION AGREEMENT
Share Cancellation Agreement • June 17th, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc. • Nevada

This Share Cancellation Agreement (this “Agreement”) is entered into as of February 22, 2016, by and among Moxian, Inc. (the “Company”), and each of the entities named on Schedule A hereto (the “Holders”), with reference to the following facts:

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • September 19th, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc. • New York

This Note Conversion Agreement (the “Agreement”), dated as of September 7, 2016, is entered into by and among Moxian, Inc., a Nevada corporation (the “Company”), and each of the entities listed on Exhibit A hereto (each such entity listed on Exhibit A hereto being referred to as a “Holder” and such entities being referred to collectively as the “Holders”).

House Lease Contract
House Lease Contract • March 16th, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc.

On August 27, 2015, Party D supplied intermediate service, and then Party A and Party C reached an agreement on the lease of House B and C on Floor 9, Building D 2-22, No. 8, North Avenue, Chaoyangmen, Dongcheng District. After that, Party A, Party C, and Party D signed the House Lease Contract. Party C has paid Party A one-month guarantee deposit of RMB 121,015.4 Yuan and three-month rent of RMB 363,046.2 Yuan. Party A has paid brokerage expenses for Party D after intermediate service is supplied. Party A, Party C, and Party D reached an agreement that Party B would be the lessee after establishment. Now, Party B has been established. Through negotiation, Party A, Party B, and Party C, reach an agreement that Party A will lease the houses to Party B and that the three parties sign this contract.

THIS LOAN AGREEMENT (executed as a deed) is made May 4, 2015 BETWEEN
Loan Agreement • December 22nd, 2015 • Moxian, Inc. • Services-computer programming, data processing, etc. • Hong Kong
Contract
Cheif Executive Officer Employment Contract • February 5th, 2018 • Moxian, Inc. • Services-computer programming, data processing, etc.

CHEIF EXECUTIVE OFFICER EMPLOYMENT CONTRACT (CEO) BETWEEN (1) Moxian, Inc (the “Company”), of Block A, 9/F, Union Plaza, 5022 Binjiang Avenue, Futian District, Shenzhen City, Guangdong Province, China; and (2) Yin Yi Jun, Identity Card No. 310105198608123217 (the “Executive”), of Room 401, No. 137, Xinjing 3rd Village, Changning District, Shanghai, China. 310105198608123217 137 401 THE PARTIES AGREE AS FOLLOWS 1. Interpretation 1.1. In this Agreement, where the context admits: “Board” means the board of directors of the Company and/or any other Group Company. “Confidential Information” means any trade secrets or confidential information (which may include commercially sensitive information) important to and relating to the business of the Company and/or any other Group Company or relating to any clients, employees, consultants or officers of the Company and/or any other Group Company. Confidential information includes but is not limited to confidential customer lists or requirements, p

INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • September 9th, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc.

THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of the day of June, 2016 (the “Agreement”), between Moxian, Inc., a Neveda corporation with an address at Block A, 9/F, Union Plaza 5022 Binjiang Avenue Futian District Shenzhen City, Guangdong Province, China (the “Company”), and Liew Kwong Yeow of Blk 407 #09-209 Sin Ming Avenue, Singapore 570407 (“Director”).

SECOND AMENDMENT AGREEMENT TO SUBSCRIPTION AGREEMENT
Subscription Agreement • December 22nd, 2015 • Moxian, Inc. • Services-computer programming, data processing, etc. • New York

THIS SECOND AMENDMENT AGREEMENT TO SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 16th of December, 2015 by and between Moxian, Inc., a Nevada corporation (the “Company”), and Beijing Xinhua Huifeng Equity Investment Centre, a limited partnership formed under the laws of People’s Republic of China (“Xinhua”). Each of the capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Xinhua Subscription Agreement dated June 4, 2015 as defined below.

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • June 17th, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc. • Hong Kong

THIS ADDENDUM TO EMPLOYMENT AGREEMENT (the "Addendum Agreement") refers to the Employment Agreement entered between Moxian (Hong Kong) Limited (the ‘Company’) and Luo Xiaoyuan (the 'Executive') on March 1, 2016.

DIRECTOR AGREEMENT
Director Agreement • September 19th, 2016 • Moxian, Inc. • Services-computer programming, data processing, etc. • Nevada

THIS AGREEMENT made as of January 1, 2016, by and between Moxian, Inc., located at 228 Park Ave South, #82217 New York, NY 10003 (the “Company”); and Hao Qing Hu (“Director”).

SUBSCRIPTION AGREEMENT SECURE NetCheckIn Inc.
Subscription Agreement • May 9th, 2011 • SECURE NetCheckIn Inc • Services-business services, nec

WHEREAS, the Company intends to obtain subscriptions for the purchase and sale, in an offering registered under the Securities Act of 1933, as amended (the “Act”), on Amendment No. __ to Registration Statement on Form S-1/A (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Offering”) of the Company’s common shares (the “Shares”) as follows:

Exclusive Business Cooperation Agreement
Business Cooperation Agreement • December 31st, 2014 • Moxian China, Inc. • Services-computer programming, data processing, etc.

Party A: Shenzhen Moxian Technologies Co. Ltd, a Wholly Foreign Owned Enterprise, organized and existing under the laws of the PRC, with its address at Room 2313-2315 , Block B, Zhongshen Garden, Caitian South Road, Futian District, Shenzhen, Guangdong Province, China

Loan Agreement
Loan Agreement • December 31st, 2014 • Moxian China, Inc. • Services-computer programming, data processing, etc.

This Loan Agreement (this "Agreement") is made and entered into by and between the Parties below as of the 15day of July, 2014 in Shenzhen City, China:

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