Exhibit
10.27


 


ESCROW
AGREEMENT 


 


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”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Issuer has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement
(the “Registration Statement”) covering a proposed public offering of its securities as described on the Information
Sheet;


 


WHEREAS,
the Placement Agents propose to offer the Securities, as agent for the Issuer, for sale to the public on a “best efforts”
only basis for at least the Minimum Securities Amount and Minimum Dollar Amount and at most the Maximum Securities Amount and
Maximum Dollar Amount and at the price per share or other unit all as set forth, on the Information Sheet;


 


WHEREAS
the Issuer and the Placement Agents propose to establish an Escrow Account (the “Escrow Account”), to which
subscription monies which are received by the Escrow Agent from the Placement Agents in connection with such public offering are
to be credited, and the Escrow Agent is willing to establish the Escrow Account and the terms are subject to the conditions hereinafter
set forth; and


 


WHEREAS,
the Escrow Agent has an agreement with JP Morgan Chase to establish a special Bank Account (the “Bank Account”)
into which the subscription monies, which are received by the Escrow Agent from the Placement Agents and credited to the Escrow
Account, are to be deposited.


 


NOW,
THEREFORE in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:


 


	1	Information
                                         Sheet.
                                         Each capitalized term not otherwise defined in this Agreement shall have the meaning
                                         set forth for such term on the information sheet which is attached to this Agreement
                                         and is incorporated by reference herein and made a pact hereof (the “Information
                                         Sheet”).



 


	2	Establishment of
                                                                                                                                                                                                           the Bank Account.



 


	2.1	The
                                         Escrow Agent shall establish a non-interest bank account at the branch of JP Morgan Chase
                                         selected by the Escrow Agent, and bearing the designation set forth on the Information
                                         Sheet (heretofore defined as the “Bank Account”). The purpose of the
                                         Bank Account is for (a) the deposit of all subscription monies (checks, or wire transfers)
                                         which are received by the Placement Agents from prospective purchasers of the Securities
                                         and are delivered by the Placement Agents to the Escrow Agent, (b) the holding of amounts
                                         of subscription monies which are collected through the banking system, and (c) the disbursement
                                         of collected funds, all as described herein.



 



     


     


    

 


	2.2	On
                                         or before the date of the initial deposit in the Bank Account pursuant to this Agreement,
                                         the Placement Agents shall notify the Escrow Agent in writing of the Effective Date of
                                         the Registration Statement (the “Effective Date”), and the Escrow
                                         Agent shall not be required to accept any amounts for credit to the Escrow Account or
                                         for deposit in the Bank Account prior to its receipt of such notification.



 


	2.3	The
                                         Offering Period, which shall be deemed to commence on the Effective Date, shall consist
                                         of the number of calendar days or business days set forth on the Information Sheet. The
                                         Offering Period shall be extended by an Extension Period only if the Escrow Agent shall
                                         have received written notice thereof at least three (3) business days prior to the expiration
                                         of the Offering Period. The Extension Period, which shall be deemed to commence on the
                                         next calendar day following the expiration of the Offering Period, shall consist of the
                                         number of calendar days or business days set forth on the Information Sheet. The last
                                         day of the Offering Period, or the last day of the Extension Period (if the Escrow Agent
                                         has received written notice thereof as hereinabove provided), is referred to herein as
                                         the “Termination Date”. Except as provided in Section 4.3 hereof,
                                         after the Termination Date the Placement Agents shall not deposit, and the Escrow Agent
                                         shall not accept, any additional amounts representing payments by prospective purchasers.



 


	3	Deposits to
                                                                                                       the Bank Account.



 


	3.1	The
                                         Placement Agents shall promptly deliver to the Escrow Agent all monies in the form of
                                         checks or wire transfers which it receives from prospective purchasers of the Securities
                                         by the end of the next business day following receipt where internal supervisory review
                                         is conducted at the same location at which subscription documents and monies are received.
                                         Upon the Escrow Agent’s receipt of such monies, they shall be credited to the Escrow
                                         Account. All checks delivered to the Escrow Agent shall be made payable to “CST&T
                                         Moxian Inc. Escrow Account.” Any check payable other than to the Escrow Agent as
                                         required hereby shall be returned to the prospective purchaser, or if the Escrow Agent
                                         has insufficient information to do so, then to the Placement Agents (together with any
                                         Subscription Information, as defined below or other documents delivered therewith) by
                                         noon of the next business day following receipt of such check by the Escrow Agent, and
                                         such check shall be deemed not to have been delivered to the Escrow Agent pursuant to
                                         the terms of this Agreement.



 


	3.2	Promptly
                                         after receiving subscription monies as described in Section 3.1, the Escrow Agent shall
                                         deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter
                                         referred to as “Escrow Amounts”. The Escrow Agent shall cause the
                                         Bank to process all Escrow Amounts for collection through the banking system. Simultaneously
                                         with each deposit to the Escrow Account, the Placement Agents (or the Issuer, if such
                                         deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name,
                                         address, and the tax identification number of the purchaser, the amount of Securities
                                         subscribed for by such purchase, and the aggregate dollar amount of such subscription
                                         (collectively, the “Subscription Information”).



 






    	 	2	 



     


    

 


	3.3	The
                                         Escrow Agent shall not be required to accept for credit to the Escrow Account or for
                                         deposit into the Bank Account checks which are not accompanied by the appropriate Subscription
                                         Information, which at minimum shall include the name, address, tax identification number
                                         and the number of shares/units. Wire transfers representing payments by prospective purchasers
                                         shall not be deemed deposited in the Escrow Account until the Escrow Agent has received
                                         in writing the Subscription Information required with respect to such payments.



 


	3.4	The
                                         Escrow Agent shall not be required to accept in the Escrow Account any amounts representing
                                         payments by prospective purchasers, whether by check or wire, except during the Escrow
                                         Agent’s regular business hours.



 


	3.5	Only
                                         those Escrow Amounts, which have been deposited in the Bank Account and which have cleared
                                         the banking system and have been collected by the Escrow Agent, are herein referred to
                                         as the “Fund”.



 


	3.6	If
                                         the proposed offering is terminated before the Termination Date, the Escrow Agent shall
                                         refund any portion of the Fund prior to disbursement of the Fund in accordance with Article
                                         4 hereof upon instructions in writing signed by both the Issuer and the Placement Agents.



 


	4	Disbursement
                                         from the Bank Account.



 


	4.1	Subject
                                         to Section 4.3 below, if by the close of regular banking hours on the Termination Date
                                         the Escrow Agent determines that the amount in the Fund is less than the Minimum
                                         Dollar Amount or the Minimum Securities Amount, as indicated by the Subscription
                                         information submitted to the Escrow Agent, then in either such case, the Escrow Agent
                                         shall promptly refund to each prospective purchaser the amount of payment received from
                                         such purchaser which is then held in the Fund or which thereafter clears the banking
                                         system, without interest thereon or deduction therefrom, by drawing checks on the Bank
                                         Account for the amounts of such payments and transmitting them to the purchasers. In
                                         such event, the Escrow Agent shall promptly notify the Issuer and the Placement Agents
                                         of its distribution of the Fund.



 


	4.2	Subject
                                         to Section 4.3 below, if at any time up to the close of regular banking hours on the
                                         Termination Date, the Escrow Agent determines that the amount in the Fund is at least
                                         equal to the Minimum Dollar Amount and represents the sale of not less than the Minimum
                                         Securities Amount, the Escrow Agent shall promptly notify the Issuer and the Placement
                                         Agents of such fact in writing. The Escrow Agent shall promptly disburse the Fund, by
                                         drawing checks on the Bank Account in accordance with instructions in writing signed
                                         by both the Issuer and the Placement Agents as to the disbursement of the Fund, promptly
                                         after it receives such instructions.



 






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	4.3	(This
                                         provision applies only if a Collection Period has been provided for by the appropriate
                                         indication on the Information Sheet.) If the Escrow Agent or the Placement Agents has
                                         on hand at the close of business on the Termination Date any uncollected amounts which
                                         when added to the Fund would raise the amount in the Fund to the Minimum Dollar Amount,
                                         and result in the Fund represent the sale of the Minimum Securities Amount, the Collection
                                         Period (consisting of the number of business days set forth on the Information Sheet)
                                         shall be utilized to allow such uncollected amounts to clear the banking system. During
                                         the Collection Period, the Placement Agents (and the Issuer) shall not deposit and the
                                         Escrow Agent shall not accept, any additional amounts; provided, however, that such amounts
                                         as were received by the Placement Agents (or the Issuer) by the close of business on
                                         the Termination Date may be deposited with the Escrow Agent by noon of the next business
                                         day following the Termination Date. If, at the close of business on the last day of the
                                         Collection Period, an amount sufficient to raise the amount in the Fund to the Minimum
                                         Dollar Amount and which would result in the Fund representing the sale of the Minimum
                                         Securities Amount shall not have cleared the banking system, the Escrow Agent shall promptly
                                         notify the Issuer and the Placement Agents in writing of such fact and shall promptly
                                         return all amounts then in the Fund, and any amounts which thereafter clear the banking
                                         system to the prospective purchasers as provided in Section 4.2 hereof.



 


	4.4	Upon
                                         disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent
                                         shall be relieved of all further obligations and released from all liability under
                                         this Agreement. It is expressly agreed and understood that in no event shall the aggregate
                                         amount of payments made by the Escrow Agent exceed the amount of the Fund.



 


	5	Rights,
                                                                                                               Duties and Responsibilities of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are
                                                                                                               purely ministerial in nature, and that:



 


	5.1	The
                                         Escrow Agent shall notify the Placement Agents, on a daily basis, of the Escrow Amounts
                                         which have been deposited in the Bank Account and of the amounts, constituting the Fund,
                                         which have cleared the banking system and have been collected by the Escrow Agent.



 


	5.2	The
                                         Escrow Agent shall not be responsible for or be required to enforce any of the terms
                                         or conditions of the placement agency agreement or any other agreement between the Placement
                                         Agents and the Issuer nor shall the Escrow Agent be responsible for the performance by
                                         the Placement Agents or the Issuer of their respective obligations under this Agreement.



 


	5.3	The
                                         Escrow Agent shall not be required to accept from the Placement Agents (or the Issuer)
                                         any Subscription Information pertaining to prospective purchasers unless such Subscription
                                         Information is accompanied by checks, or wire transfers meeting the requirements of Section
                                         3.1, nor shall the Escrow Agent be required to keep records of any information with respect
                                         to payments deposited by the Placement Agents (or the Issuer) except as to the amount
                                         of such payments; however, the Escrow Agent shall notify the Placement Agents within
                                         a reasonable time of any discrepancy between the amount set forth in any Subscription
                                         Information and the amount delivered to the Escrow Agent therewith. Such amount need
                                         not be accepted for deposit in the Escrow Account until such discrepancy has been resolved.



 






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	5.4	The
Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow
Agent, within a reasonable time, shall return to the Placement Agents any check received which is dishonored, together with the
Subscription Information, if any, which accompanied such check.




 


	5.5	The
                                         Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon
                                         the contents, and assume the genuineness of any notice, instruction, certificate,
                                         signature, instrument or other document which is given to the Escrow Agent pursuant
                                         to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy
                                         thereof. The Escrow Agent shall not be obligated to make any inquiry as to the authority,
                                         capacity, existence or identity or any person purporting to give any such notice or instructions
                                         or to execute any such certificate, instrument or other document.



 


	5.6	If
                                         the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions
                                         with respect to the Bank Account, the Escrow Amounts or the Fund which, in its sole determination,
                                         are in conflict either with other, instructions received by it or with any provision
                                         of this Agreement, it shall be entitled to hold the Escrow Amounts, the Fund, or a portion
                                         thereof, in the Bank Account pending the resolution of such uncertainty to the Escrow
                                         Agent’s sole satisfaction, by final judgment of a court or courts of competent
                                         jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit the Fund
                                         (and any other Escrow Amounts that thereafter become part of the Fund) with the Clerk
                                         of a court of competent jurisdiction in a proceeding to which all parties in interest
                                         are joined. Upon the deposit by the Escrow Agent of the Fund with the Clerk of any court,
                                         the Escrow Agent shall be relieved of all further obligations and released from all liability
                                         hereunder.



 


	5.7	The
                                         Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the
                                         misconduct of any employee, agent or attorney appointed by it, except in the case of
                                         willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult
                                         with counsel of its own choosing and shall not be Liable for any action taken, suffered
                                         or omitted by it in accordance with the advice of such counsel.



 


	5.8	The
                                         Escrow Agent shall have no responsibility at any time to ascertain whether or not any
                                         security interest exists in the Escrow Amounts, the Fund or any part thereof or to file
                                         any statement under the Uniform Commercial Code with respect to the Fund or any part
                                         thereof.



 


	6	Amendment;
                                         Resignation.
                                         This Agreement may be altered or amended only with the written consent of the Issuer,
                                         the Placement Agents and the Escrow Agent.



 


	6.1	The
                                         Escrow Agent may resign for any reason upon thirty (30) business days’ written
                                         notice to the Issuer and the Placement Agents. Should the Escrow Agent resign
                                         as herein provided, it shall not be required to accept any deposit, make any disbursement
                                         or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall
                                         be to hold the Escrow Amounts until they clear the banking system and the Fund for a
                                         period of not more than five (5) business days following the effective date of such resignation,
                                         at which time (a) if a successor escrow agent shall have been appointed and written notice
                                         thereof (including the name and address of such successor escrow agent) shall have been
                                         given to the resigning Escrow Agent by the Issuer, the Placement Agents and such successor
                                         escrow agent, then the resigning Escrow Agent shall pay over to the successor escrow
                                         agent the Fund, less any portion thereof previously paid out in accordance with this
                                         Agreement; or (b) if the resigning Escrow Agent shall not have received written notice
                                         signed by the Issuer, the Placement Agents and a successor escrow agent, then the resigning
                                         Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser
                                         without interest thereon or deduction therefrom, and the resigning Escrow Agent shall
                                         promptly notify the Issuer and the Placement Agents in writing of its liquidation and
                                         distribution of the Fund; whereupon, in either case, the Escrow Agent shall be relieved
                                         of all further obligations and released from all liability under this Agreement. Without
                                         limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled
                                         to be reimbursed by the Issuer and the Placement Agents for any actual expenses incurred
                                         in connection with its resignation, transfer of the Fund to a successor escrow agent
                                         or distribution of the Fund pursuant to this Section 6.



 






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	7	Representations
                                                                                                               and Warranties. The Issuer and the Placement Agents hereby jointly and severally represent and warrant to the Escrow
                                                                                                               Agent that:



 


	7.1	No
                                         party other than the parties hereto and the prospective purchasers have, or shall have,
                                         any lien, claim or security interest in the Escrow Amounts or the Fund or any part thereof.



 


	7.2	No
                                         financing statement under the Uniform Commercial Code is on file in any jurisdiction
                                         claiming a security interest in or describing (whether specifically or Generally) the
                                         Escrow Amounts or the Fund or any part thereof.



 


	7.3	The
                                         Subscription Information submitted with each deposit shall, at the time of submission
                                         and at the time of disbursement of the Fund, be deemed a representation and warranty
                                         that such deposit represents a bona fide payment by the purchaser described therein for
                                         the amount of securities in such described as Subscription Information.



 


	7.4	All
                                         of the information contained in the Information Sheet is, as of the date hereof,
                                         and will be, at the time of any disbursement of the Fund, true and correct in all material
                                         respects.



 


	7.5	Reasonable
                                         controls have been established and required due diligence performed to comply with “Know
                                         Your Customer” regulations, USA Patriot Act, Office of the Foreign Asset Control
                                         (OFAC) regulations and the Bank Secrecy Act.



 


	8	Fees and
                                                                                                       Expenses. The Escrow Agent shall be entitled to the Escrow Agent Fees set forth
                                                                                                       on the Information Sheet, payable as and when stated therein. In addition, the Issuer
                                                                                                       agrees to reimburse the Escrow Agent for any reasonable expenses incurred in connection
                                                                                                       with this Agreement, including, but not limited to, reasonable counsel fees. Upon receipt
                                                                                                       of the Minimum Dollar Amount and provided the initial disbursement of Funds occurs as
                                                                                                       set forth in Section 4.2, the Escrow Agent shall have a lien upon the Fund to the extent
                                                                                                       of its fees for services as Escrow Agent.



 






    	 	6	 



     


    

 


	9	Indemnification and
                                                                                                       Contribution.



 


	9.1	The
                                         Issuer and the Placement Agents (collectively referred to as the “Indemnitors”)
                                         jointly and severally agree to indemnify the Escrow Agent and its officers, directors,
                                         employees, agents and shareholders (collectively referred to as the “Indemnitees”)
                                         against, and hold them harmless of and from, any and all loss, liability, cost, damage
                                         and expense, including without limitation, reasonable counsel fees, which the Indemnitees
                                         may suffer or incur by reason of any action, claim or proceeding brought against the
                                         Indemnitees arising out of or relating in any way to this Agreement or any transaction
                                         to which this Agreement relates, unless such action, claim or proceeding is the result
                                         of the willful misconduct or gross negligence of the Indemnitees.



 


	9.2	If
                                         the indemnification provided for in Section 9.1 is applicable, but for any reason is
                                         held to be unavailable, the Indemnitors shall contribute such amounts as are just and
                                         equitable to pay, or to reimburse the Indemnitees for, the aggregate of any and all losses,
                                         liabilities, costs, damages and expenses, including counsel fees, actually incurred by
                                         the Indemnitees as a result of or in connection with, and any amount paid in settlement
                                         of, any action, claim or proceeding arising out of or relating in any way to any actions
                                         or omissions of the Indemnitors.



 


	9.3	The
                                         provisions of this Article 9 shall survive any termination of this Agreement, whether
                                         by disbursement of the Fund, resignation of the Escrow Agent or otherwise.



 


	10	Governing
                                                                                                       Law and Assignment. This Agreement shall be construed in accordance with and governed by the laws of the State
                                                                                                       of New York and shall be binding upon the parties hereto and their respective successors and assigns; provided,
                                                                                                       however, that any assignment or transfer by any party of its rights under this Agreement or with respect to the Escrow
                                                                                                       Amounts or the Fund shall be void as against the Escrow Agent unless (a) written notice thereof shall be given to the Escrow
                                                                                                       Agent; and (b) the Escrow Agent shall have consented in writing to such assignment or transfer.



 


	11	Notices.
                                         All
                                         notices required to be given in connection with this Agreement shall be sent by registered
                                         or certified mail, return receipt requested, or by hand delivery with receipt acknowledged,
                                         or by the Express Mail service offered by the United States Post Office, and addressed,
                                         if to the Issuer or the Placement Agents, at their respective addresses set forth on
                                         the Information Sheet, and if to the Escrow Agent, at its address set forth above, to
                                         the attention of the Trust Department.



 


	12	Severability.
                                         If any
                                         provision of this Agreement or the application thereof to any person or circumstance
                                         shall be determined to be invalid or unenforceable, the remaining provisions of this
                                         Agreement or the application of such provision to persons or circumstances other than
                                         those to which it is held invalid or unenforceable shall not be affected thereby and
                                         shall be valid and enforceable to the fullest extent permitted by law.



 


	13	Execution
                                         in Several Counterparts.
                                         This Agreement may be executed in several counterparts or by separate instruments, and
                                         all of such counterparts and instruments shall constitute one agreement, binding on all
                                         of the parties hereto.



 


	14	Entire
                                                                                                                Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject
                                                                                                                matter hereof and supersedes all prior agreements and understandings (written or oral) of the parties in connection
                                                                                                                therewith.



 






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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.


 


	MOXIAN,
    INC.	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY
	 	 	 	 	 
	By:		 	By:	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:
	 	 	 	 	 
	AXIOM
    CAPITAL MANAGEMENT INC.	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	CUTTONE
    & CO., INC.	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 




 






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EXHIBIT
A


 


ESCROW
AGREEMENT INFORMATION SHEET


 





	1.	The
Issuer
	 	 Name: Moxian, Inc.
	 	Address: Block A, 9/F, Union Plaza, 5022 Binjiang Avenue, Futian District Shenzhen City, 

Guangdong Province, China
	 	 
	2.	The
Placement Agents
	 	Name:
Axiom Capital Management, Inc.

Address: 780 Third Avenue, 43rd Floor, New York, NY 10017
	 	 
	 	Name: Cuttone & Co., Inc.
	 	Address:
97 Main Street, Suite 201, Chatham, NJ 07928
	 	 
	3.	The
Securities
	 	 Description of the Securities to be offered: A minimum of 2,500,000 shares of the Issuer (“Minimum Securities Amount”) and up to 5,000,000 shares of the Issuer (“Maximum Securities Amount”).
	 	 
	4.	Minimum
Amounts and Conditions Required for Disbursement of the Escrow Account
	 	Aggregate
dollar amount which must be collected before the Escrow Account may be disbursed to the Issuer: US$[●]1 (“Minimum
Dollar Amount”)  
	 	Maximum Amounts and Conditions Required for Disbursement of the Escrow Account US$[●]2 (“Maximum Dollar Amount”)
	 	 
	5.	Plan
of Distribution of the Securities
	 	Initial
Offering Period: Through [●], 2016
	 	Extension Period, if any: None
	 	 
	6.	Title
of Escrow Account
	 	“CST&T
as agent for Moxian, Inc.”  
	 	 
	7.	Escrow
Agent Fees and Charges
	 	$3,500.00:
$1,500.00 payable at signing of the Escrow Agreement, plus $2,000.00 prior to the Closing. (Note: $250.00 online “view only”
access to the bank account is included). A fee of $500 will be payable for document review services related to each amendment
to the Escrow Agreement. In addition, the Escrow Agent shall be paid a fee of $500.00 for each additional closing beyond the Initial
Offering Period. Should the Escrow Agent continue for more than one year, the Escrow Agent shall receive a fee of $600.00 per
month, or any portion thereof, payable in advance or the first business day of the month.
	 	 
	 	Distribution charges:
	 	$10.00
per check  
	 	$50.00 per wire
	 	$100.00
per check returned (NSF) check  
	 	$100.00 lost check replacement fee
	 	$25.00
per DWAC (share movement to DTC)  
	 	$10.00 per share certificate




 





 



1 [To be inserted upon determination
of pricing]


2 [To be inserted
upon determination of pricing]