Exhibit 10.28


 


Subscription
Agreement


 


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:


 


	1.	Subscription.




 


Investor
agrees to buy and the Company agrees to sell to Investor such number of shares (the “Shares”) of the Company’s
common stock, $0.001 par value per share (the “Common Stock”), as set forth on the signature page hereto, for
an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares
the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto.


 


The
offer and sale of the Shares has been registered pursuant to a Registration Statement on Form S-1, Registration No. 333-210250
(the “Registration Statement”). The Registration Statement will have been declared effective by the Securities
and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s
subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered
to the Investor as required by law.


 


The
Shares are being offered by Axiom Capital Management Inc. and Cuttone & Co., Inc. (the “Placement Agents”)
as placement agents on a “best efforts basis”. The completion of the purchase and sale of the Shares (the “Closing”)
shall take place at a place and time (the “Closing Date”) to be specified by the Company and Placement Agents
in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction
of all the Minimum Offering set forth in the preliminary prospectus contained in the Registration Statement when it is declared
effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of
effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account
per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause
the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance
with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B)
if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities
of The Depository Trust Company’s DWAC system, through the book-entry delivery of Shares on the books and records of the
transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written
confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof). Each of the Placement Agents
and any participating broker dealers (the “Members”) shall confirm, via the Placement Agency Agreement, selected
dealer agreement or master selected dealer agreement, as applicable, that it will comply with Rule 15c2-4 under the Exchange Act.
As per Rule 15c2-4 and NASD Notices to Members 84-7 and 84-64 (collectively, the “Rule”), all checks that are
accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by
noon the next business day. In regard to monies being wired from an Investor’s bank account, the Members shall request the
Investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards
to monies being sent from an Investors account held at a participating broker, the funds will be “promptly transmitted”
to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the Investor
to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the
next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the
Registration Statement, all funds deposited in the escrow account will be returned to Investors promptly in accordance with the
terms of the escrow agreement and applicable law.


 


	2.	Miscellaneous.




 


This
Subscription may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument
and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being
understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or via electronic
format.


 


All
communications hereunder, except as otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered,
sent by a recognized overnight courier service such as Federal Express, or sent via facsimile and confirmed by letter, to the
party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:


 


To
the Company: as set forth on the signature page hereto. To the Investor: as set forth on the signature page hereto.


All
notices hereunder shall be effective upon receipt by the party to which it is addressed.


 


If
the foregoing correctly sets forth our agreement, please confirm this by signing and returning to us the duplicate copy of this
Subscription.


 


[Signature
Page Follows]




 






     

     


    

 


[Signature
Page to Investor Subscription Agreement for Moxian, Inc.]


 


If
the foregoing correctly sets forth our agreement, please confirm this by signing and returning to us the duplicate copy of this
Subscription.


 


	Number
    of Shares:	 	 	Moxian,
    Inc.
	 	 	 	 	 
	Purchase
    Price per Share:	$	 	 	 
	 	 	 	By:	 
	Aggregate
    Purchase Price:	$	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	 	Address
    Notice:
	 	 	 	 
	INVESTOR:	 	 	Moxian,
    Inc.
	 	 	 	228
    Park Ave South, #82217
	 	 	 	New
    York, NY 10003


 


	By:	 	 
	Name:	 	 
	Title:	 	 


  


Select
method of delivery of Shares: Axiom, DRS or DWAC (Pick 1) 


  


___________OPEN
AN ACCOUNT WITH AXIOM CAPITAL MANAGEMENT, INC.


 


I
would like to open a new account at Axiom Capital Management, Inc. and have my shares delivered there.


 


Or


 


___________DWAC
DELIVERY INSTRUCTIONS:


 


	1.	Name
    of DTC Participant (brokerdealer at which the account or accounts to be credited with the Shares are maintained):	 
	 	 	 
	2.	DTC
    Participant Number:	 
	 	 	 
	3.	Name
    of Account at DTC Participant being credited with the Shares:	 
	 	 	 
	4.	Account
    Number of DTC Participant being credited with the Shares:	 


 


Or



 


___________DRS
ELECTRONIC BOOK ENTRY CONFIRMATION (hold shares at transfer agent) Delivery Instructions:


 


Name
in which Shares should be issued:


 


	Address
    for Shareholder:	;	 	Street	 
	City/State/Zip:;	;	 	Attention:	 
	Telephone
    No.:	 	 	 	 


 


 



     

     


    

 


WIRE
PAYMENT INSTRUCTIONS:


 


NO
WIRE TRANSFERS MAY BE MADE TO THE ESCROW ACCOUNT, DIRECTLY OR THROUGH ANY PLACEMENT AGENT UNLESS AND UNTIL: (A) THE REGISTRATION
STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE COMMISSION, AND (B) A COPY OF THIS SUBSCRIPTION AGREEMENT, DULY EXECUTED BY YOU,
HAS BEEN DELIVERED TO THE PLACEMENT AGENTS.


 


To
the following instructions:


 


___________________


___________________


ABA/Routing
# ___________________


Swift
#: ___________________


Account
# ___________________


Account
Title: Moxian, Inc. Continental Transfer and Trust as Escrow Agent


 


Telephone
No. ___________________


Fax
No. ___________________