Exhibit 10.6


 


THIS
LOAN AGREEMENT (executed as a deed) is made May 4, 2015


 


BETWEEN


 


	(1)	 	Jet
                                         Key Limited of Room 2807, 28/F., Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon,
                                         Hong Kong (hereinafter referred to "the Lender")



 


and


 


	(2)	 	Moxian
                                         Malaysia Sdn Bhd of Suite 13.02, Level 13, Centrepoint South, Mid Valley City, Lingkaran
                                         Syed Putra, 59200, Kuala Lumpur. (hereinafter referred to as "the Borrower").



 


(hereinafter
together referred to as "the Parties")


 


	1.		RECITALS



 


	1.1	 	The
    Lender lent the Borrower the Loan in May 4, 2015 in contemplation of and upon prior agreement to the terms and conditions
    contained in this Agreement and at the express request of the Borrower.
	 	 	 
	1.3	 	The
    Borrower has agreed to repay the Loan and interest accrued on the Loan in accordance with the terms of this Agreement.
	 	 	 
	1.4		In consideration
of the Lender continuing to make the Loan available to the Borrower,  the
mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties hereto hereby agree to the terms and conditions set out in this Agreement.






 


	2.		DEFINITIONS



 


The
following words shall have the meanings set opposite them, except where the context otherwise requires:


 








	“Default
    Interest”	fixed
    interest rate of 0% per month from the date of the occurrence of an Event of Default.
	 	 
	"Event
    of Default"	any
    of the events referred to in paragraph 5



 






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	"Interest
Sum"
	fixed
                                         interest rate on the Loan at the rate of 0% per month from the date of this Agreement
                                         until repayment

        

	 	 
	"Loan"

        
	the
                                         aggregate sum of US$122,144.41 lent to the Borrower by the Lender in May 4, 2015

	 	 
	"Maturity
    Date"	one
    year from the date of this Agreement


 


	3.		THE LOAN



 


Loan Payment


 


	3.1		The Lender
lent the Loan to the Borrower and the Borrower acknowledges receipt of the same. 






 


Repayment
of the Loan


 


	3.2	 	The
    Borrower shall repay the Loan to the Lender in full together with the Interest Sum accrued on or before the Maturity Date.
	 	 	 
	3.3	 	The
    Borrower is entitled to make repayment of the Loan before the Maturity Date.
	 	 	 
	3.4	 	The
    Parties may by mutual consent in writing extend the Maturity Date.
	 	 	 
	3.5	 	All
    payments by the Borrower under this Agreement shall so far as the law permits bemade in full without any deduction
    or withholding (whether in respect of a set off, counterclaim, duties, tax, charges, levies or otherwise howsoever).


 


	4.		EVENTS
OF DEFAULT



 


	4.1		The Loan shall be
                                                                                                                                                                    immediately due and repayable to the Lender by the Borrower
                                                                                                                                                                    together with the Interest Sum accrued and any other liabilities, and Default Interest shall be payable on the same by the
                                                                                                                                                                    Borrower from the date of occurrence of any of the events of default as described below:



 


		a.	if
                                         the Borrower shall fail to pay on the due date any amount due hereunder;
	 	 	 
		b.	if
                                         the Borrower shall fail to observe or comply with any of the covenants, conditions, obligations,
                                         agreements and stipulations herein contained;






 






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		c.	if
                                         the Borrower shall become bankrupt or enter or seek to enter in any other form of composition
                                         or arrangement with its creditors whether in whole or in part; or
	 	 	 
		d.	a
                                         petition is presented for bankruptcy of the Borrower.



 


	5.		REPRESENTATIONS,
WARRANTIES AND UNDERTAKING



 


	5.1		The Borrower
represents, warrants and undertakes to the Lender that:



 


		(a)	it's
                                         a corporation and is not involved in any court and bankruptcy proceedings as of the date
                                         of this Agreement; and
	 	 	 
		(b)	this
                                         Agreement constitutes legal, valid and binding obligations which shall be enforceable
                                         to the maximum extent permitted by the law.



 


	6.		NO JOINT
VENTURE OR PARTNERSHIP



 


	6.1		Nothing
in this Agreement shall create a partnership or joint venture between the Parties hereto and save as expressly provided in this
Agreement neither party shall enter into or have authority to enter into any engagement or make any representation or warranty
on behalf of or pledge the credit of or otherwise bind or oblige the other party hereto.



 


	7.		MISCELLANEOUS



 


	7.1		No waiver,
alteration, variation or addition to this Agreement shall be effective unless made in writing on or after the date of signature
of this Agreement by the Parties and accepted by an authorised signatory of the Parties.



 


	7.2		All notices,
documents, consents, approvals or other communications (a 'Notice') to be given hereunder shall be in writing and shall be transmitted
by registered or recorded delivery mail or courier or personal delivery to the party being served at the relevant address for
that party shown at the head of this Agreement. Any Notice sent by mail or courier shall be deemed to have been duly served three
working days after the date of posting or dispatch.



 


	7.3		The headings
in this Agreement shall not affect its interpretation.






 






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	7.4		Throughout
this Agreement, whenever required by the context, the use of the singular number shall be construed to include the plural, and
the use of the plural the singular, and the use of any gender shall include all genders.



 


	7.5		Reference
in this Agreement to a clause or Schedule is to a clause or Schedule of this Agreement.



 


	7.6		If any term
or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule
of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the validity and
enforceability of the remainder of this Agreement shall not be affected.



 


	7.7		The waiver
or forbearance or failure of a party in insisting in any one or more instances upon the performance of any provisions of this
Agreement shall not be construed as a waiver or relinquishment of that party's rights to future performance of such provision
and the other party's obligations in respect of such future performance shall continue in full force and effect.



 


	7.8		This Agreement
constitutes the entire agreement between the Parties relating to the subject matter hereof, and except as stated herein or in
the instruments and documents to be executed and delivered pursuant hereto, contains all the representations and warranties of
the Parties relating to the subject matter hereof.



 


	7.9		The Borrower
hereby acknowledges that he has obtained independent legal advice on all and every aspect of this Agreement.



 


	7.10		Time shall
be of the essence of this Agreement.



 


	8.		APPLICABLE
LAW



 


	8.1		This Agreement
shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.



 


	8.2		Any disputes
arising from this Agreement shall be determined according to the exclusive jurisdiction of the Hong Kong Courts.






 






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IN
WITNESS WHEREOF the parties hereto have signed, sealed,delivered and executed this Agreement as a Deed of the date first above.


 





		 
	The lender, Jet Key Limited	 
	 	 
		 
	The Borrower, Moxian Malaysia SDN. BHD.	 



 


 


 


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