W&E Source Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Form of Loan Repayment Agreement 

     This Loan Repayment Agreement
(“Agreement”) is made as of October __, 2014 by and between W&E
Source Corp., a Delaware corporation (the “Company”), and ______________
(the “Lender”). 

WITNESSETH

     WHEREAS, Lender extended a series
of loans to the Company and as of the date of this Agreement, the outstanding
aggregate balance due is $1______________ (the “Loan”);

     WHEREAS, the Company desire to
provide for the payment in full of the Loan as of the date hereof in common
stock of the company in lieu of cash; and

     WHEREAS, the Lender is willing to
accept the Company’s common stock as payment for the Loan and release the
Company of all obligations under the Loan. 

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

     1.     The
Lender and Company acknowledge that the Loan is the full amount of indebtedness
that the Company owes to the Lender as of the date of this Agreement. 

     2.     The
Lender will accept as full payment of the Loan ________________ shares of the
Company’s common stock, par value $0.0001 per share, at rate of $0.01 per share
(the “Shares”).

     3.     The
Company has duly and validly reserved the Shares for issuance shall issued the
Shares to the Lender within 15 business days of the date of this Agreement and
the Shares

     4.     The
Lender upon receipt of the stock certificate representing the Shares, shall
accept the Shares as full payment of the Loan and forever release the Company
from any and all obligations and liabilities relating to the Loan. 

     5.     The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware and has full corporate power and
authority to enter into and perform its obligations under this Agreement.

     6.     This
Agreement executed and delivered by the Company in connection with the
transactions contemplated by this Agreement, have been duly authorized, executed
and delivered by the Company and is each the valid and legally binding
obligation of the Company. 




     7.     The
Shares that are being issued to Lender, when issued, and delivered in accordance
with the terms hereof for the consideration expressed herein, will be duly and
validly issued, fully paid and nonassessable and free of restrictions on
transfer, other than restrictions on transfer under this Agreement and under
applicable federal and state securities laws, and will be free of all other
liens and adverse claims. 

     8.     The
execution, delivery and performance of this Agreement will not violate any law
or any order of any court or government agency applicable to the Company, as the
case may be, or the Articles of Incorporation or Bylaws of the Company. 

     9.     The
Lender understands that the Shares have not been registered under the Securities
Act of 1933, as amended, and may not be transferred or resold except pursuant to
an effective registration statement or exemption from registration and each
certificate representing the Shares will be endorsed with the following legend:


“THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(“SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S
PROMULGATED UNDER THE SECURITIES ACT.” 

“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER
THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.
HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.” 

     10.     This
Agreement and the other documents delivered pursuant hereto constitute the full
and entire understanding and agreement among the parties with regard to the
subjects hereof and no party shall be liable or bound to any other party in any
manner by any representations, warranties, covenants, or agreements except as
specifically set forth herein or therein. Nothing in this Agreement, express or
implied, is intended to confer upon any party, other than the parties hereto and
their respective successors and assigns, any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
herein. 

     11.     This
Agreement may be executed in one or more counterparts. Delivery of an executed
counterpart of the Agreement by facsimile transmission shall be equally as
effective as delivery of an executed hard copy of the same.

[SIGNATURE PAGE FOLLOWS] 




     IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first
set forth above. 


	THE LENDER: 
	 
	 
	Name: 
	 
	THE COMPANY: 
	 
	W&E Source Corp. 
	 
	 
	By:    	
	 	Hong Ba, CEO