Exhibit 10.35


 


DEBT CONVERSION AGREEMENT


 


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


 


WHEREAS,


 


(i) Investor has loaned
$979,907 to the Company as described in the Loan Agreement dated August 1, 2017.


 


(ii) Investor has agreed
to waive its right to a repayment of $844,907 of the amount owed by the Company and


 


(iii) The Company and
Investor now desire to convert the remaining balance of $135,000 (the “Debt”) into shares of Common Stock .


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor and the Company agree as follows:


 


1. Conversion to Common
Stock. Effective as of May 2, 2019, $135,000 of the Debt shall be converted into shares of Common Stock at a price per share
of $1.50 for an aggregate number of shares of 90,000. Upon execution of this Agreement, the Company shall instruct its transfer
agent to issue a total of 90,000 shares of Common Stock to the Investor, and the Investor shall acknowledge the repayment of the
entire amount under the Loan Agreement.


 


2. Investor Representations.
The Company is issuing the Common Stock to Investor in reliance upon the following representations made by Investor:


 


(a) Investor acknowledges
and agrees that the shares of Common Stock are characterized as “restricted securities” under the Securities Act of
1933 (as amended and together with the rules and regulations promulgated thereunder, the “Securities Act”) and
that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred
without registration under the Securities Act or an exemption therefrom. Investor acknowledges and agrees that (i) the shares of
Common Stock are being offered in a transaction not involving any public offering in the United States within the meaning of the
Securities Act, and the shares of Common Stock have not yet been registered under the Securities Act, and (ii) such shares of Common
Stock may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting
the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act
(and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any
State of the United States or any other applicable jurisdiction.


 



    	 



    	 



     


(b) Investor acknowledges
and agrees that (i) the registrar or transfer agent for the shares of Common Stock will not be required to accept for registration
of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under
the Securities Act have been complied with and (ii) any shares of Common Stock in the form of definitive physical certificates
will bear a restrictive legend.


 


(c) Investor acknowledges
and agrees that:


 


(a) the shares of Common Stock have not been
registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal
and state exemptions for transactions not involving any public offering;


 


 


(b) Investor is acquiring the shares of Common
Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that
would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction;


 


 


(c) Investor is a sophisticated purchaser with
such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing
the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such information as desired in order
to evaluate the merits and the risks inherent in holding the shares of Common Stock;


 


 


(e) Investor is able to bear the economic risk
and lack of liquidity inherent in holding the shares of Common Stock;


 


 


(f) Investor is an “accredited investor”
within the meaning of Rule 501(a) under the Securities Act; and


 


 


(g) Investor either has a pre-existing personal
or business relationship with the Company or its officers, directors or controlling persons, or by reason of Investor’s business
or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who
are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with
the purchase of the Common Stock.


 


(d) Investor’s investment
in the Company pursuant to this Common Stock is consistent, in both nature and amount, with Investor’s overall investment
program and financial condition.


 


(e) Investor’s principal
residence is in the Peoples’ Republic of China.


 


3. Miscellaneous.


 


(a) This Agreement shall
be construed and enforced in accordance with the laws of the State of Nevada.


 


(b) This Agreement constitutes
the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties
with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto)
shall be effective unless made in writing and signed by both parties.


(c) Each party to this
Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent
legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on
any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that
in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement
and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.


 



    	 



    	 



     


 


(d) Each party to this
Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this Agreement
has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party
has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and
delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity
to enter into agreements which are fully binding and enforceable against such party.


 


(e) This Agreement may
be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute
a single instrument.


 


This Agreement is entered
into and effective as of the date first written above.


 


	COMPANY:  	 	INVESTOR:
	 	 	 
	Moxian, Inc.  	 	Vertical Venture Capital Group Limited.  
	 	 	 	 
	By:	 	 	 
	 	 	 	 
	 	Hao Qinghu, CEO	 	Director