Exhibit
10.8


 





	THIS
    LOAN AGREEMENT (executed as a deed) is made on	June
    30, 2015


  


BETWEEN


 


		(1)	Shenzhen
                                         Bayi Consulting Co., Ltd at Room 2003, 20/F., Tower B KingKey 100 Building, 5016
                                         Shennan East Rd, Luohu District, Shenzhen, China (hereinafter referred to as “the
                                         Lender”)



 


		(2)	Moxian
                                         Technologies (Shenzhen) Co., Limited at Room 2313-2315, Block B, Zhongshen Garden,
                                         Caitian South Road, Futian District, Shenzhen, Guangdong Province, China 518101 (hereinafter
                                         referred to as “the Borrower”).



 


		(3)	Moxian
                                         China, Inc. at Room 2313-2315, Block B, Zhongshen Garden, Caitian South Road, Futian
                                         District, Shenzhen, Guangdong Province, China 518101, which owns 100% equity interests
                                         of the Borrower (hereinafter referred to as “MOXC”).



 


(hereinafter
together referred to as “the Parties”)


 


		1.	RECITALS



 


		1.1	As
                                         of the date hereof, the Lender has lent the Borrower an aggregate of RMB19,613,218 (approximately
                                         U.S. $3,215,282) (the “Loan”) 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	MOXC
                                         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.
	 	 
	1.5	This
     Amended and Restated Loan Agreement shall supersede any loan agreements entered among the Parties.






 


	2.	DEFINITION




 


The
following terms shall have the meanings set opposite them, except the context otherwise required:


 


Default
Interest: Fix interest rate of 0% from the date of occurrence to an event of default


 


Event
of default: Any of the event referred in paragraph 5


 


Interest
Sum: Fix interest rate on the loan in the rate of 0% per month from the date of this agreement until repayment


 


Loan:
The aggregate sum of RMB 6,100,000 (approximately USD$998,559.46) lent to the borrower by the lender on June 30, 2015


 


Maturity
date: One year from the date of this Agreement.


 



    	



    	 



    

 


3.
THE LOAN


 


	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 permitsnits be made 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;



 


		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.





 



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	5	REPRESENTATIONS,
    WARRANTIES AND UNDERTAKING
	 	 
	5.1	Each
    of MOXC and the Borrower represents, warrants and undertakes to the Lender that:




 


		(a)	it
                                         is a corporation duly incorporated and is not involved in any court and bankruptcy proceeding
                                         as of the date of this agreement; and



  


		(b)	this
                                         agreement constitute legal, valid and binding which shall be enforceable to the maximum
                                         extent permitted by 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.



 


		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 shall be governed by and construed in accordance with the laws of the State
                                         of Nevada without regard to principles of conflicts of laws. Any action brought by either
                                         party hereto against the other concerning the transactions



 



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		7.9	This
                                         Agreement constitutes the entire agreement among the parties hereto with respect to the
                                         subject matter hereof and may be amended only by a writing executed by both parties hereto.
                                         None of the parties hereof has relied on any representations not contained or referred
                                         to in this Agreement and the documents delivered herewith.



 


		7.10	Time
                                         shall be an essence of this Agreement



 


	8.	Applicable
    Law
	 	 
	8.1	This
    Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region.
	 	 
	8.2	Any
    dispute arising from this agreement shall be determined according to the exclusive jurisdiction of 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 written
above.


 





	Shenzhen
    Bayi Consulting Co., Ltd	 
	 	 
	/s/
    Zhang Ying 	 
	Name:
    Zhang Ying 	 
	Title:
    Director  	 
	 	 
	MOXIAN TECHNOLOGIES (SHENZHEN) CO., LIMITED
	 	 
	/s/ Sun Dan Dan	 
	Name:
    Sun Dan Dan	 
	Title:
    Director	 
		 
	MOXIAN
    CHINA, INC.	 
	 	 
	/s/ Tan Meng Dong James	 
	Name:
    Tan Meng Dong James	 
	Title:Chief
    Executive Officer	







 






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Schedule
5.2(f)


Affiliation


 


As
of the date of this Agreement, the Lender owned ___% of the total outstanding shares of Common Stock of MOXC. 


 






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EXHIBIT
A


 


CONVERTIBLE
PROMISSORY NOTE


 


 


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