Exhibit 10.23


 


INDEMNIFICATION
ESCROW AGREEMENT


 


This
INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of [●], 2016 is entered into by and among Moxian,
Inc. (the “Company”), Axiom Capital Management, Inc. (“Axiom”), Cuttone & Co., Inc.
(“Cuttone”, and collectively with Axiom, the “Placement Agents”), and [●] (the “Escrow
Agent”).


 


WITNESSETH:


 


WHEREAS,
the Company is offering up to [●] shares of Company common stock, par value $0.001 (the “Shares”) at an offering
price of $[●] per Share for gross proceeds of $[●] (collectively, the “Offering”);


 


WHEREAS,
the Company and the Placement Agents expect that the Offering will close on or before the close of business on [●], 2016 (collectively,
the “Closing Date”);


 


WHEREAS,
upon the closing of the Offering, the Company has agreed to deposit an aggregate amount of $500,000.00 (the “Escrowed
Funds”) from the proceeds of the Offering to be received by the Company with the Escrow Agent in a non-interest bearing
escrow account, to be held and disbursed by the Escrow Agent pursuant to the terms and conditions of this Agreement; and


 


WHEREAS,
the Escrow Agent is willing to hold the Escrowed Funds in escrow pursuant to and subject to the terms and conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound hereby, the parties hereto
hereby agree as follows:


 


	1.	Appointment
                                         of Escrow Agent. The Company and the Placement Agents hereby appoint the Escrow Agent
                                         as escrow agent in accordance with the terms and subject to the conditions set forth
                                         herein and the Escrow Agent hereby accepts such appointment.



 


	2.	Delivery
                                         of the Escrowed Funds. Upon the closing of the Offering, the Escrowed Funds shall
                                         be delivered on behalf of the Company to the Escrow Agent, as escrow agent into a non-interest
                                         bearing escrow account maintained by the Escrow Agent (the “Escrow Account”)
                                         by wire transfer in accordance with the wire transfer instructions set forth on Schedule
                                         A hereto.



 


	3.	Escrow
                                         Agent to Hold and Disburse the Escrowed Funds. The Escrow Agent will retain the Escrowed
                                         Funds in a non-interest bearing escrow account and disburse the Escrowed Funds pursuant
                                         to the terms of this Agreement, as follows:



 


a.         The
Escrowed Funds shall be held by the Escrow Agent for the purpose of satisfying the initial $500,000 of the indemnification obligations,
advancement obligations or other obligations of the Company pursuant to of the Placement Agency Agreement dated [●], 2016 by and
between the Company and the Placement Agents (the “Placement Agreement”), for a period of 24 months from the
closing of the Offering. Disbursement of such Escrowed Funds shall be determined by an independent third-party trustee, to be
chosen by mutual consent of the Company and the Placement Agents. 


 



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b.         Notwithstanding
the last sentence of the prior paragraph, in the event that any indemnification obligation, advancement obligation or other obligation
to the Placement Agents or any other Indemnified Person (as defined in the Placement Agreement) arises pursuant to the Placement
Agreement within 24 months following the Closing Date and in which the Company, the Placement Agents, any other Indemnified Person
(as defined in the Placement Agreement), the Escrow Agent or the Escrowed Funds becomes the subject of any action, litigation
or proceeding, the Placement Agents and the Company hereby irrevocably authorize the Escrow Agent, at the Placement Agents’
sole instruction upon the Placement Agents’ written notice to the Escrow Agent, to release and deposit the Escrowed Funds
with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Placement Agents
in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility
with regard thereto to the extent determined by any such court. The Company and the Placement Agents further hereby authorize
the Escrow Agent, if it receives conflicting claims to any of the Escrowed Funds, is threatened with litigation in its capacity
as escrow agent under this Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating
to this Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit
the Escrowed Funds with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further
responsibility hereunder to the parties from which they were received to the extent determined by such court.


 


	4.	Exculpation
                                         and Indemnification of Escrow Agent.



 


a.         The
Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. The Escrow Agent shall have
no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery
to be made other than as set forth herein, or to enforce any obligation of any person to perform any other act. The Escrow Agent
shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part of any party hereto
or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s obligations
under any such document. Except for amendments to this Agreement referenced below, and except for written instructions given to
the Escrow Agent by the Company and the Placement Agents relating to the Escrowed Funds, the Escrow Agent shall not be obligated
to recognize any agreement between or among any of the Company and the Placement Agents, notwithstanding that references thereto
may be made herein and the Escrow Agent has knowledge thereof.


 


b.         The
Escrow Agent shall not be liable to the Company, the Placement Agents, or to anyone else for any action taken or omitted by it,
or any action suffered by it to be taken or omitted, in good faith and acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report, or other paper or document
(not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained), which is believed by the Escrow Agent to be genuine and to be signed or presented by the
proper person or persons. The Escrow Agent shall not be bound by any of the terms thereof, unless evidenced by written notice
delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected,
unless it shall give its prior written consent thereto.


 



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c.         The
Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness
of, any document or property received, held or delivered to it hereunder, or of any signature or endorsement thereon, or for any
lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable to the Company,
the Placement Agents, or to anyone else in any respect on account of the identity, authority or rights, of the person executing
or delivering or purporting to execute or deliver any document or property or this Agreement. The Escrow Agent shall have no responsibility
with respect to the use or application of the Escrowed Funds pursuant to the provisions hereof.


 


d.         The
Escrow Agent shall have the right to assume, in the absence of written notice to the contrary from the proper person or persons,
that a fact or an event, by reason of which an action would or might be taken by the Escrow Agent, does not exist or has not occurred,
without incurring liability to the Company, the Placement Agents, or to anyone else for any action taken or omitted to be taken
or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.


 


e.         To
the extent that the Escrow Agent becomes liable for the payment of taxes, including withholding taxes, or any payment made hereunder,
the Escrow Agent may pay such taxes from the Escrowed Funds; and the Escrow Agent may withhold from any payment of the Escrowed
Funds such amount as the Escrow Agent estimates to be sufficient to provide for the payment of such taxes not yet paid, and may
use the sum withheld for that purpose. The Escrow Agent shall be indemnified and held harmless against any liability for taxes
and for any penalties in respect of taxes, on such investment income or payments in the manner provided in Section 4(f).


 


f.         The
Escrow Agent will be indemnified and held harmless by the Company from and against all expenses, including all counsel fees and
disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or proceeding involving any claim, or
in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement,
the services of the Escrow Agent hereunder, except for claims relating to gross negligence or reckless misconduct by the Escrow
Agent or breach of this Agreement by the Escrow Agent, or the monies or other property held by it hereunder. Promptly, but no
later than ten (10) business days, after the receipt by the Escrow Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made by the Escrow Agent against
the Company, notify the Company in writing, but the failure by the Escrow Agent to give such notice shall not relieve the Company
from any liability which the Company may have to the Escrow Agent hereunder, unless the failure of the Escrow Agent to give such
notice prejudices or otherwise impairs the Company’s ability to defend any demand, claim, action suit or proceeding. Notwithstanding
any obligation to make payments and deliveries hereunder, the Escrow Agent may retain and hold for such time as it deems necessary
such amount of monies or property as it shall, from time to time, reasonably deem sufficient to indemnify itself for any such
loss or expense.


 



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g.         For
purposes hereof, the term “expense or loss” shall include all amounts paid or payable to satisfy any claim, demand
or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the
Escrow Agent, and all costs and expenses, including, but not limited to, counsel fees and disbursements, paid or incurred in investigating
or defending against any such claim, demand, action, suit or proceeding.


 


	5.	Indemnification
                                         by the Company. The indemnification, advancement and other obligations subject to
                                         this Agreement are set forth in the Placement Agreement by and between the Company and
                                         the Placement Agents, which section shall be deemed to part of this Agreement.



 


	6.	Termination of Agreement and Resignation of Escrow
Agent.




 


a.         This
Agreement shall terminate upon disbursement of all of the Escrowed Funds provided that the rights of the Escrow Agent and the
obligations of the Company under Section 4 shall survive the termination hereof.


 


b.         The
Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Company and the
Placement Agents at least fifteen (15) business days written notice thereof (the “Notice Period”). As soon
as practicable after its resignation, the Escrow Agent shall, if it receives notice from the Company and the Placement Agents
within the Notice Period, turn over to a successor escrow agent appointed by the Company and the Placement Agents all Escrowed
Funds (less such amount as the Escrow Agent is entitled to continue to retain and hold in escrow pursuant to Section 4(f) and
to retain pursuant to Section 7) upon presentation of the document appointing the new escrow agent and its acceptance thereof.
If no new agent is so appointed within the Notice Period, the Escrow Agent shall return the Escrowed Funds to the Company without
interest or deduction.


 


	7.	Form of Payments by Escrow Agent.




 


a.         Any
payments of the Escrowed Funds by the Escrow Agent pursuant to the terms of this Agreement shall be made by wire transfer unless
directed to be made by check by the Placement Agents and/or Company.


 


b.         All
amounts referred to herein are expressed in United States Dollars and all payments by the Escrow Agent shall be made in such dollars.


 


	8.	Compensation.
                                         Escrow Agent shall be entitled to $[●] as compensation for its services rendered under
                                         this Agreement, which amount shall be delivered by the Company to an account designated
                                         by the Escrow Agent on the same date when the Escrowed Funds are delivered into the Escrow
                                         Account.



 



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	9.	Notices.
                                         All notices, demands, consents, requests, instructions and other communications to be
                                         given or delivered or permitted under or by reason of the provisions of this Agreement
                                         or in connection with the transactions contemplated hereby shall be in writing and shall
                                         be deemed to be delivered and received by the intended recipient as follows: (i) if personally
                                         delivered, on the business day of such delivery (as evidenced by the receipt of the personal
                                         delivery service), (ii) if mailed certified or registered mail return receipt requested,
                                         on the business day of such delivery (as evidenced by the signed certified mail card),
                                         (iii) if delivered by overnight courier (with all charges having been prepaid), on the
                                         business day of such delivery (as evidenced by the receipt of the overnight courier service
                                         of recognized standing), (iv) if delivered by facsimile transmission, on the business
                                         day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent
                                         after that time, on the next succeeding business day (as evidenced by the printed confirmation
                                         of delivery generated by the sending party’s telecopier machine), or (v) if delivered
                                         by email on the business day of such delivery (as evidenced by delivery confirmation).
                                         If any notice, demand, consent, request, instruction or other communication cannot be
                                         delivered because of a changed address of which no notice was given (in accordance with
                                         this Section 9), or the refusal to accept same, the notice, demand, consent, request,
                                         instruction or other communication shall be deemed received on the second business day
                                         the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices,
                                         demands, consents, requests, instructions and other communications will be sent to addresses
                                         or facsimile numbers as applicable set forth hereunder.



 


If
to the Company, to: 


 


Moxian,
Inc.


Block
A, 9/F, Union Plaza


5022
Binjiang Avenue


Futian
District Shenzhen City, Guangdong Province


China


 


with
a copy to:


 


Tahra
Wright, Esq.


Loeb
& Loeb LLP


345
Park Avenue


New
York, New York 10154


 


If
to the Placement Agents, to:


 


Axiom
Capital Management, Inc.


780
Third Avenue, 43rd Floor


New
York, NY 10017


 


and


 


Cuttone
& Co., Inc.


97
Main Street, Suite 201


Chatham,
NJ 07928


 


If
to the Escrow Agent, to: 


 


[●]


Facsimile:
[●]


 





	10.	Further
                                         Assurances. From time to time on and after the date hereof, the Company and the Placement
                                         Agents shall deliver or cause to be delivered to the Escrow Agent such further documents
                                         and instruments and shall do and cause to be done such further acts as the Escrow Agent
                                         shall reasonably request (it being understood that the Escrow Agent shall have no obligation
                                         to make any such request) to carry out more effectively the provisions and purposes of
                                         this Agreement, to evidence compliance herewith or to assure itself that it is protected
                                         in acting hereunder.



 



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	11.	Consent
                                         to Service of Process. The Company, the Placement Agents and the Escrow Agent hereby
                                         irrevocably consent to the jurisdiction of the courts of the State of New York and of
                                         any Federal court located in such state in connection with any action, suit or proceedings
                                         arising out of or relating to this Agreement or any action taken or omitted hereunder,
                                         and waives personal service of any summons, complaint or other process and agrees that
                                         the service thereof may be made by certified or registered mail directed to it at the
                                         address listed hereto.



 


	12.	Miscellaneous.



 


a.         This
Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing
such instrument to be drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar
terms, as used in this Agreement, refer to the Escrow Agreement in its entirety and not only to the particular portion of this
Agreement where the term is used. The word “person” shall mean any natural person, partnership, corporation, government
and any other form of business of legal entity. All words or terms used in this Agreement, regardless of the number or gender
in which they were used, shall be deemed to include any other number and any other gender as the context may require. This Agreement
shall not be admissible in evidence to construe the provisions of any prior agreement.


 


b.         This
Agreement and the rights and obligations hereunder of the Company and the Placement Agents may not be assigned without the consent
of the Escrow Agent, other than by laws of descent or operation of law. This Agreement and the rights and obligations hereunder
of the Escrow Agent may be assigned by the Escrow Agent, with the prior consent of the Company. This Agreement shall be binding
upon and inure to the benefit of each party’s respective successors, heirs and permitted assigns. No other person shall
acquire or have any rights under or by virtue of this Agreement. This Agreement may not be changed orally or modified, amended
or supplemented without an express written agreement executed by the Escrow Agent, the Company and the Placement Agents, which
consent shall not be unreasonably withheld. This Agreement is intended to be for the sole benefit of the parties hereto and their
respective successors, heirs and permitted assigns, and none of the provisions of this Agreement are intended to be, nor shall
they be construed to be, for the benefit of any third person.


 


c.         This
Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York. The representations
and warranties contained in this Agreement shall survive the execution and delivery hereof and any investigations made by any
party. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms
thereof.


 


	13.	Execution
                                         of Counterparts. This Agreement may be executed in any number of counterparts, by
                                         facsimile or other form of electronic transmission, each of which shall be deemed to
                                         be an original as of those whose signature appears thereon, and all of which shall together
                                         constitute one and the same instrument. This Agreement shall become binding when one
                                         or more of the counterparts hereof, individually or taken together, are signed by all
                                         parties hereto.



 



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[THE
REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



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[SIGNATURE
PAGE TO ESCROW AGREEMENT]


 





IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement on the day and year first above written.


 





ESCROW
AGENT: 


 


	By:
    	 	 
	Name:	 	 
	Title:	 	 






 


COMPANY:


 


MOXIAN,
INC.


 


	By:
    	 	 
	Name:	 	 
	Title:	 	 





 





PLACEMENT
AGENTS: 


 


AXIOM
CAPITAL MANAGEMENT, INC.


 


	By:
    	 	 
	Name:	 	 
	Title:	 	 








 


CUTTONE
& CO., INC.


 


	By:
    	 	 
	Name:	 	 
	Title:	 	 








 



    


     

    

 


Schedule
A


 


	ACCOUNT
    NAME:	TRUST
    ACCOUNT	 
	ACCOUNT
    NO.:	 	 
	ABA
    ROUTING NO.:	 	 
	SWIFT
    CODE:	 	 
	BANK:	 	 
	REFERENCE:
    	 	 
	ATTN:	 	 









 


PLEASE
WIRE IN U.S. DOLLARS