Exhibit 10.29


 


MOXIAN,
INC.


 


NOTE
CONVERSION AGREEMENT


 


This
Note Conversion Agreement (the “Agreement”),
dated as of September 7, 2016, is entered into by and among Moxian, Inc., a Nevada corporation (the “Company”),
and each of the entities listed on Exhibit A hereto (each such entity listed on Exhibit A hereto being referred
to as a “Holder” and such entities being referred to collectively as the “Holders”).


 


Whereas,
the Company and/or its subsidiaries previously issued promissory notes to the Holders with an aggregate principal amount of approximately
$2,000,000 (the “Notes”);


 


Whereas,
upon the effective date of the Company’s initial public offering (the “IPO”), the Holders desire to convert
all of the Notes into shares of the Company’s common stock, $0.0001 par value per share (the “Shares”
), at a conversion price equal to the price offered to the public in the IPO (the “Conversion Price”).


 


Now,
Therefore, in consideration of these premises
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


1.            Conversion
of Notes.


 


(a)          The
Holders agree that effective upon the effective date of the IPO (the “Conversion Date”), all of the Notes held
by them, and all principal amount payable by the Company thereon, shall be automatically converted into Shares at the Conversion
Price. The aggregate principal amount under each Note to be converted on the Conversion Date by each Holder is set forth opposite
each Holder’s name on the Conversion Schedule attached as Exhibit A hereto.


 


(b)          On
the Conversion Date, each of the Holders’ Notes shall be cancelled, and the Company shall have no further obligations to
pay any money or issue any securities to the Holders or otherwise in respect of the Notes. Promptly following the Conversion Date,
the Company will issue and deliver to each Holder a certificate or certificates evidencing the Shares to be issued to each Holder,
and each Holder shall deliver such Holder’s original Note for cancellation to the Company.


 


2.            Holder
Representations. Each Holder hereby represents and warrants to the Company as follows:


 


(a)          The
Shares being acquired by such Holder are being acquired for such Holder’s own account and for the purpose of investment
and not with a view to, or in connection with, the resale, transfer or other distribution thereof, nor with any present intention
of reselling, transferring or distributing the Shares. Any sale, transfer or other disposition of the Shares will be made only
if such securities are registered under the Securities Act of 1933, as amended (the “Securities Act”), or the
sale is made in compliance with an exemption under the Securities Act, or the rules thereunder, and any applicable state securities
laws.


 






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(b)          Such
Holder is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.


 


(c)          No
portion of the Notes being converted by such Holder, as reflected on Exhibit A hereto, have been sold, transferred, assigned,
encumbered or otherwise conveyed, and such Holder is the record and beneficial owner of all such Notes, free and clear of all
liens, security interests and encumbrances of any type or kind placed thereon.


 


(d)          The
execution and delivery of this Agreement constitute the valid and binding obligation of such Holder, enforceable against such
Holder in accordance with its terms.


 


(e)          Such
Holder acknowledges that the conversion of its Notes may involve tax consequences, and that neither the Company nor its legal
counsel or advisors have provided any tax advice or information to such Holder. The Holder acknowledges that it must retain his
own professional advisors to evaluate the tax and other consequences of converting the Notes into Shares.


 


3.            Miscellaneous.


 


(a)          Amendments.
This Agreement may not be amended or waived, except by a writing signed by the Company and all Holders.


 


(b)          Governing
Law. This Agreement is and shall be governed by and enforced in accordance with the laws of the State of New York, excluding
its choice of law rules.


 


(c)          Successors
and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective
successors, assigns, heirs, executors and administrators and other legal representatives.


 


(d)          Counterparts.
This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute
one agreement. This Agreement shall become effective upon delivery to each party of an executed counterpart or the earlier delivery
to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually)
bear the signatures of all other parties.


 


(e)          Entire
Agreement. This Agreement and Exhibit A constitute the full the entire agreement of the parties with respect
to the subject matter hereof and thereof. No provision of this Agreement may be explained or qualified by any prior or contemporaneous
understanding, negotiation, discussion, conduct, or course of conduct or by any trade usage, and, except as otherwise expressly
stated herein, there is no condition precedent to the effectiveness of any provision hereof or thereof. No party has relied on
any representation, warranty, or agreement of any person in entering this Agreement, except those expressly stated herein or therein.


 


(f)          Further
Assurances. Each party shall execute and deliver such documents and take such action, as may reasonably be considered within
the scope of such party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.


 


 


 


 


 


[SIGNATURES
APPEAR ON FOLLOWING PAGE]


 




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


   





	 	MOXIAN, INC.
	 	 	 
	 	By:	/s/
    James Tan Meng Dong
	 	Name	James
    Tan Meng Dong
	 	Title	Chief
    Executive Officer







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Note Conversion Agreement of Moxian, Inc.]


 






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	 	NOTE
    HOLDER
	 	

                                                                                 
	 
	 	Moxian
    China Limited
	 	 	 
	 	By:	/s/
    Ng Ka Lam
	 	Print Name:	Ng Ka Lam
	 	Title:	Director
	 	Address:	Room
    2807, 28/F., Paul Y. Centre,
	 	 	51 Hung To Road, Kwun Tong,
	 	 	Kowloon, Hong Kong



 


	 	Note
    Amount Converted:	$ 565,812.00





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
Page to Note Conversion Agreement of Moxian, Inc.]


 






     


     


    

  


	 	NOTE
    HOLDER
	 	

                                                                                 
	 
	 	Shenzhen
    Bayi Consulting Co Ltd
	 	 	 
	 	By:	/s/
    Zhang Ying
	 	Print Name:	Zhang
    Ying
	 	Title:	Director
	 	Address:	Unit2003,
    TowerB, Kingkey100 Building,
	 	 	No.
    5016 Shennan East Road,
	 	 	Luohu
    District, Shenzhen, PRC





 





	 	Note
    Amount Converted:	$
    1,434,188.76








 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature
Page to Note Conversion Agreement of Moxian, Inc.]


 




     


     


    

 


EXHIBIT
A


 


CONVERSION
SCHEDULE


 


	Name of Holder	 	Borrower	 	Principal Amount of Note Converted	 
	Shenzhen Bayi Consulting Co Ltd	 	Shenzhen Moxian Technologies Co Ltd	 	$	1,401,327.66	 
	Shenzhen Bayi Consulting Co Ltd	 	Shenzhen Moyi Technologies Co Ltd	 	$	32,861.10	 
	Moxian China Limited	 	Moxian (Hong Kong) Limited	 	$	565,812.00	 
	 	 	 	 	 	 	 
	Total	 	 	 	$	2,000,000.76