Exhibit
10.1


 


MOXIAN
(BVI) INC


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (“Agreement”) is entered into as of ________ by and between Moxian (BVI) Inc, a British
Virgin Islands company (the “Company”), and _________ (“Indemnitee”).


 


RECITALS


 


A.
The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees,
agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance.


 


B.
The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers,
employees, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance
has been severely limited.


 


C.
Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee and other directors,
officers, employees, agents and fiduciaries of the Company may not be willing to serve or continue to serve in such capacities without
additional protection.


 


D.
The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and,
in part, in order to induce Indemnitee to continue to provide services to the Company, wishes to provide for the indemnification and
advancing of expenses to Indemnitee to the maximum extent permitted by law.


 


E.
In view of the considerations set forth above, the Company desires that Indemnitee be indemnified by the Company as set forth herein.


 


NOW,
THEREFORE, the Company and Indemnitee hereby agree as follows:


 


1.
Indemnification.


 


(a)
General Right to Indemnification. The Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee
was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant
in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry
or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative
dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a “Claim”),
by reason of (or arising in whole or in part out of) any event or occurrence related to the fact that Indemnitee is or was a director,
officer, employee, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company
as a director, officer, employee, agent or fiduciary of another company, partnership, joint venture, trust or other enterprise, or by
reason of any action or inaction on the part of Indemnitee while serving in such capacity (hereinafter an “Indemnifiable Event”),
and the Indemnitee shall be indemnified and held harmless by the Company to the fullest extent permitted by law, against any and all
costs, charges, expenses, liabilities, losses, (including attorneys’ fees and expenses and all other costs, expenses and obligations
(including any travel related expenses) incurred in connection with investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute
resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be unreasonably withheld) of such Claim and any U.S. federal, state,
local or non-U.S. taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (collectively,
hereinafter “Expenses”), including all interest, assessments and other charges paid or payable in connection with
or in respect of such Expenses. Such indemnification shall continue as to the Indemnitee when the Indemnitee ceases to be a director,
officer, employee, agent or fiduciary of the Company or any subsidiary of the Company (or to serve another entity at the request of the
Company) and shall inure to the benefit of the Indemnitee’s heirs, personal representatives and estate. Such payment of Expenses
shall be made by the Company as soon as practicable but in any event no later than twenty days after written demand by Indemnitee therefor
is presented to the Company.


 




    	 



     


    




 


(b)
Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the Company under Section 1(a) shall be subject to the
condition that the Reviewing Party (as defined in Section 9(e) hereof) shall not have determined (in a written opinion, in any case in
which the Independent Legal Counsel referred to in Section 1(c) hereof is involved) that Indemnitee would not be permitted to be indemnified
under Applicable Law (as defined in Section 9(g) hereof), and (ii) the obligation of the Company to make an advance payment of Expenses
to Indemnitee pursuant to Section 2(a) (an “Expense Advance”) shall be subject to the condition that, if, when and
to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under Applicable Law, the
Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore
paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee should be indemnified under Applicable Law, any determination made by the Reviewing
Party that Indemnitee would not be permitted to be indemnified under Applicable Law shall not be binding and Indemnitee shall not be
required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which
all rights of appeal therefrom have been exhausted or lapsed). The Indemnitee’s obligation to reimburse the Company for any Expense
Advance shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control (as defined in Section
9(c) hereof), the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other
than a Change in Control which has been approved by a majority of the persons surviving as members of the Company’s Board of Directors
who comprised the Company’s Board of Directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent
Legal Counsel as selected in accordance with Section 1(c) hereof. If there has been no determination by the Reviewing Party or if the
Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under Applicable
Law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination
by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service
of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on
the Company and Indemnitee.


 


(c)
Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which
has been approved by a majority of the persons surviving as members of the Company’s Board of Directors who were directors immediately
prior to such Change in Control) then, with respect to all matters thereafter arising concerning the right of Indemnitee to payments
of Expenses and Expense Advances under this Agreement or any other agreement or under the Company’s Memorandum of Association and
Articles of Association as now or hereafter in effect (the “Memorandum and Articles”), Independent Legal Counsel (as
defined in Section 9(d) hereof) shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably
withheld or delayed). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether
and to what extent Indemnitee would be permitted to be indemnified under Applicable Law, and the Company agrees to abide by such opinion.
The Company agrees to pay the reasonable fees and expenses of the Independent Legal Counsel referred to above and to fully indemnify
such counsel against any and all expenses (including attorneys’ fees and expenses), claims, liabilities and damages arising out
of or relating to this Agreement or its engagement pursuant hereto.


 


(d)
Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 8 hereof, to the extent
that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice,
in defense of any action, suit, proceeding, inquiry, alternative dispute resolution mechanism or investigation referred to in Section
(1)(a) hereof or in the defense of any Claim, issue or matter covered by this Agreement, or in defense of any Claim, issue or matter
therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 




    	 



     


    




 


2.
Expenses; Indemnification Procedure.


 


(a)
Advancement of Expenses. The Company shall advance all Expenses incurred by Indemnitee. The advances to be made hereunder shall
be paid by the Company to Indemnitee as soon as practicable but in any event no later than twenty days after written demand by Indemnitee
therefor to the Company.


 


(b)
Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified under
this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification
will or could be sought under this Agreement, provided, however, that failure to provide such notice in accordance with
this Section 2(b) shall not affect Indemnitee’s rights to receive any Expenses or Expense Advances hereunder unless and except
to the extent that the Company did not otherwise receive notice of such Claim and such failure of Indemnitee to provide such notice results
in the forfeiture by the Company of substantial rights and defenses. In addition, Indemnitee shall give the Company such information
(in the possession of, or reasonably obtainable without material expense by, Indemnitee) and cooperation as it may reasonably require
and as shall be within Indemnitee’s reasonable power and control.


 


(c)
No Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create
a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by Applicable Law. In addition, neither the failure of the Reviewing Party to have made a determination
as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal
proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under Applicable Law, shall be a defense
to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any
particular belief. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.


 


(d)
Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the
Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such
Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary
or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding,
inquiry or investigation in accordance with the terms of such policies, provided, however, that nothing contained in this
Section 2(d) shall excuse the Company from its obligations to pay Expenses or Expense Advances to Indemnitee as provided herein.


 


(e)
Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall
be entitled to assume the defense of such Claim with counsel approved by Indemnitee, which approval shall not be unreasonably withheld,
upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by
Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any
fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right
to employ Indemnitee’s counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee
has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest
between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to
defend such Claim, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. The Company shall
have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against Indemnitee
without the consent of the Indemnitee, provided, however, that the Company shall not settle any Claim requiring the admission
of guilt or responsibility by Indemnitee without Indemnitee’s prior written consent, such consent to not be unreasonably withheld.


 




    	 



     


    




 


3.
Additional Indemnification Rights; Nonexclusivity.


 


(a)
Scope. The Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification
is not specifically authorized by the other provisions of this Agreement, the Memorandum and Articles, or by statute. In the event of
any change after the date of this Agreement in any Applicable Law, statute or rule which expands the right of a British Virgin Islands
company to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any
Applicable Law, statute or rule which narrows the right of a British Virgin Islands company to indemnify a member of its Board of Directors
or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied
to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder except as set forth
in Section 8(a) hereof.


 


(b)
Nonexclusivity. The indemnification and advances provided by this Agreement shall be in addition to any rights to which Indemnitee
may be entitled under the Memorandum and Articles, any agreement, any vote of shareholders or disinterested directors, the British Virgin
Islands Companies Law, or otherwise. The indemnification provided under this Agreement shall continue as to Indemnitee for any action
Indemnitee took or did not take while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity.


 


4.
No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim
made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, the Memorandum
and Articles or otherwise) of the amounts otherwise indemnifiable hereunder.


 


5.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for
some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.


 


6.
Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or applicable
public policy may prohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement
or otherwise. Indemnitee understands and acknowledges that if the Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Company may be required to undertake with the Securities
and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s
right under public policy to indemnify Indemnitee.


 


7.
..Intentionally Omitted.


 


8.
Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms
of this Agreement:


 


(a)
Excluded Action or Omissions. To indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee
is prohibited from receiving indemnification under this Agreement or Applicable Law; provided, however, that notwithstanding
any limitation set forth in this Section 8(a) regarding the Company’s obligation to provide indemnification, Indemnitee shall be
entitled under Section 2 to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction
over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed)
that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under
this Agreement or Applicable Law;


 




    	 



     


    




 


(b)
Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with respect to Claims initiated or brought voluntarily
by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish
or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Memorandum and Articles
relating to Claims for Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing
of such Claim, or (iii) as otherwise required under the British Virgin Islands Companies Law, regardless of whether Indemnitee ultimately
is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be;


 


(c)
Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any proceeding instituted
by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction in a final non-appealable decision determines
that each material assertion made by Indemnitee in such proceeding was not made in good faith or was frivolous; or


 


(d)
Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale
by Indemnitee of securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute if the Company is subject
to the informational requirements of the Exchange Act; provided, however, that notwithstanding any limitation set forth
in this Section 8(d) regarding the Company’s obligation to provide indemnification, Indemnitee shall be entitled under Section
2 to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the Claim shall
have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has
violated said statute.


 


9.
Construction of Certain Phrases.


 


(a)
For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting company, any constituent
company (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or
was a director, officer, employee, agent or fiduciary of such constituent company, or is or was serving at the request of such constituent
company as a director, officer, employee, agent or fiduciary of another company, partnership, joint venture, employee benefit plan, trust
or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting
or surviving company as Indemnitee would have with respect to such constituent company if its separate existence had continued.


 


(b)
For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the
request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes
duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its
participants or its beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not
opposed to the best interests of the Company” as referred to in this Agreement.


 


(c)
For purposes of this Agreement a “Change in Control” shall be deemed to have occurred if, on or after the date of this
Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee
or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a company owned directly
or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company, becomes
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing more than 33% of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during
any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company
and any new director whose election by the Board of Directors or nomination for election by the Company’s shareholders was approved
by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period
or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii)
the shareholders of the Company approve a merger or consolidation of the Company with any other company other than a merger or consolidation
which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented
by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders
of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in
one transaction or a series of related transactions) all or substantially all of the Company’s assets.


 




    	 



     


    




 


(d)
For purposes of this Agreement, “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance
with the provisions of Section 1(c) hereof, who shall not have otherwise performed services for the Company or Indemnitees within the
last three years (other than with respect to matters concerning the rights of Indemnitees under this Agreement, or of other indemnitees
under similar indemnity agreements).


 


(e)
For purposes of this Agreement, a “Reviewing Party” shall mean any appropriate person or body consisting of a member or members
of the Company’s Board of Directors or any other person or body appointed by the Board of Directors who is not a party to the particular
Claim for which Indemnitee are seeking indemnification, or Independent Legal Counsel.


 


(f)
For purposes of this Agreement, “Voting Securities” shall mean any securities of the Company that vote generally in the election
of directors.


 


(g)
For the purposes of this Agreement, “Applicable Law” shall mean the General Corporation Law of the State of Nevada, British
Virgin Islands Companies Law or any U.S. federal or non-U.S. statute, law, rule or regulation imposed on the parties by a Nevada or British
Virgin Islands court of law.


 


10.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.


 


11.
Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by
the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives.
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory
to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating
to Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the
Company or of any other enterprise at the Company’s request.


 


12.
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance
policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid
all Expenses incurred by Indemnitee with respect to such action, regardless of whether Indemnitee is ultimately successful in such action,
and shall be entitled to the advancement of Expenses with respect to such action, unless, as a part of such action, a court of competent
jurisdiction over such action in a final non-appealable decision determines that each material assertion made by Indemnitee as a basis
for such action was not made in good faith or was frivolous. In the event of an action instituted by or in the name of the Company under
this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses incurred
by Indemnitee in defense of such action (including costs and expenses incurred with respect to Indemnitee’s counterclaims and cross-claims
made in such action), and shall be entitled to the advancement of Expenses with respect to such action, unless, as a part of such action,
a court having jurisdiction over such action in a final non-appealable decision determines that each of Indemnitee’s material defenses
to such action was made in bad faith or was frivolous.


 




    	 



     


    




 


13.
Notice. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given,
and shall in any event be deemed to be given (a) when delivered, if delivered personally; (b) at the earlier of its receipt or five (5)
days after the same has been deposited in a regularly maintained receptacle for the deposit of the U.S. mail, if sent by U.S. first-class
registered or certified mail within the U.S.; (c) on the next business day after deposit with an recognized courier service, if sent
by overnight courier service within the U.S. for next day delivery; (d) three (3) business days after deposit with an internationally-recognized
courier service, if sent by international overnight courier service; (e) if sent via facsimile, upon confirmation of facsimile transfer;
or (f) if sent via electronic mail, upon transmission when directed to the relevant electronic mail address, if sent during normal business
hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day,
and shall be addressed if to Indemnitee, at the Indemnitee’s address, facsimile number or e-mail address as set forth beneath Indemnitee’s
signature to this Agreement and if to the Company at the address of its principal corporate offices (attention: Chief Executive Officer
and Chairman of the Board of Directors) or at such other address as such party may designate by ten days’ advance written notice
to the other party hereto.


 


14.
Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State
of Nevada for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.


 


15.
Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest
extent possible, the provisions of this Agreement (including, without limitations, each portion of this Agreement containing any provision
held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or unenforceable.


 


16.
Choice of Law. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the
State of Nevada, as applied to contracts between Nevada residents, entered into and to be performed entirely within the State of Nevada,
without regard to the conflict of laws principles thereof.


 


17.
Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee who shall execute all documents required and shall do all acts that may be necessary to secure
such rights and to enable the Company effectively to bring suit to enforce such rights.


 


18.
Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless
it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


19.
Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes
and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof
between the parties hereto.


 


20.
No Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as giving Indemnitee any right
to be retained in the employ of the Company or any of its subsidiaries.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	 	MOXIAN
    (BVI) INC
	 	a
    British Virgin Islands company
	 	 	 
	 	By:	
	 	 	Hao
    Qinghu
	 	 	Chief Executive Officer
	 	 	 
	AGREED
    TO AND ACCEPTED BY: 	 	 
		 	 
	(Signature
    of Indemnitee) 	 	 
		 	 
	(Print
    Name of Indemnitee) 	 	 
	 	 	 
	Address:
    	 	 
	 	 	 
	Facsimile
    Number:	 	 
	 	 	 
	E-mail
    Address:	 	 


 


SIGNATURE
PAGE TO INDEMNIFICATION AGREEMENT