FORM OF PLACEMENT AGENCY AGREEMENTPlacement 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).
INDEPENDENT DIRECTOR AGREEMENTIndependent 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").
ESCROW AGREEMENTEscrow 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”).
INDEMNIFICATION ESCROW AGREEMENTIndemnification 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”).
Subscription AgreementSubscription 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:
INDEPENDENT DIRECTOR AGREEMENTIndependent 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”).
