EQUITY TRANSFER AGREEMENT

Exhibit 10.1

EQUITY TRANSFER AGREEMENT

This EQUITY TRANSFER AGREEMENT (the “Agreement”) is being executed and delivered this 30^th day of January, 2015 (the “Effective Date”) by and between Rebel Group, Inc. (the “Seller”), and Moxian China, Inc. (the “Buyer”). Each of the Seller and Buyer, is hereinafter called a “Party”, together, the “Parties.”

WHEREAS, the Seller owns 1 ordinary share of Moxian Intellectual Property Limited (“Moxian IP” or the “Subsidiary”), a corporation incorporated under the laws of Independent State of Samoa and wholly-owned subsidiary of the Seller, constituting 100% of the total issued and outstanding shares of ordinary shares of Moxian IP (the “Moxian IP Equity Interest”);

WHEREAS, the Buyer desires to purchase, and the Seller desires to sell, the Moxian IP Equity Interest in consideration of UNITED STATES DOLLARS SIX MILLION SEVEN HUNDRED AND EIGHTY TWO THOUSAND ($6,782,000) (the “Purchase Price”) (such transaction, the “Transaction”);

WHEREAS, on February 19, 2014, the Seller and the Buyer entered into a License and Acquisition Agreement (the “License and Acquisition Agreement”), where the Seller sold 100% of the equity interests of Moxian Group Limited, a corporation incorporated in British Virgins Islands (“Moxian BVI”) for $1,000,000 and granted to the Buyer the exclusive right to use the intellectual property rights owned by Moxian IP;

WHEREAS, the Buyer owed the Seller an aggregate of $1,000,000 (“Owed Acquisition Price”) as of the date hereof under the License and Acquisition Agreement, and the Buyer and the Seller desire to terminate the License and Acquisition Agreement with the Buyer’s obligation and the Seller’s rights with respect to the Owed Acquisition Price surviving such termination.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, do hereby agree as follows:

1. Transfer of Equity Interest of Moxian IP. Upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, convey and deliver all of the Moxian IP Equity Interest to the Buyer, and the Buyer shall accept all of the outstanding Moxian IP Equity Interest.

2. Termination of License and Acquisition Agreement. The Seller and the Buyer hereby agree that the License and Acquisition Agreement shall be terminated and be of no further force or effect, with the Seller’s right to receive and the Buyer’s obligation to pay the Owed Acquisition Price surviving such termination.

3. Consideration. As consideration for the Moxian IP Equity Interest as provided for in Section 1 as well as the Owed Acquisition Price in Section 2, on the Effective Date, the Buyer shall pay to the Seller a convertible promissory note in substantially the form of Exhibit A hereto (the “Note”) in the principal amount of SEVEN MILLION SEVEN HUNDRED AND EIGHTY TWO THOUSAND U.S. dollars ($7,782,000), which is the sum of the Purchase Price and the Owed Acquisition Price.

4. Closing. At the closing, the Seller shall deliver to the Buyer the share certificate representing Moxian IP Equity Interests and the duly executed stock power and the Note shall be delivered by the Buyer to the Seller. The closing shall be held on such date as the parties may agree upon (the “Closing” and the “Closing Date”) at 10:00 a.m. and at such other location or by such other means upon which the parties may agree; provided, that all of the conditions set forth in Section 4 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith.

5. Representations and Warranties of Seller. Seller hereby represents and warrants to the Buyer the following:

NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE UPON CONVERSION HEREOF OR UPON EXCHANGE HEREUNDER (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.

6. Representations and Warranties of Buyer. Buyer hereby represents and warrants to the Seller the following:

(a) Organization and Standing. The Buyer is duly incorporated and validly existing under the laws of the State of Nevada, and has all requisite corporate power and authority to own or lease its properties and assets and to conduct its business as it is presently being conducted. The Buyer is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect upon its assets, properties, financial condition, results of operations or business.

(b) Capacity of the Buyer; Authorization; Execution of Agreements. The Buyer has all requisite power, authority and capacity to enter into this Agreement and to perform the transactions and obligations to be performed by it hereunder. The execution and delivery of this Agreement by the Buyer, and the performance by the Buyer of the transactions and obligations contemplated hereby, including, without limitation, the purchase of the Moxian IP Equity Interest from the Seller hereunder, have been duly authorized by all requisite corporate action of the Buyer. This Agreement constitutes a valid and legally binding agreement of the Buyer, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States (both state and federal), affecting the enforcement of creditors’ rights or remedies in general from time to time in effect and the exercise by courts of equity powers or their application of principles of public policy.

(c) Capitalization. At the date of this Agreement, the authorized capital stock of the Buyer consists of (i) 500,000,000 shares of Common Stock, of which 198,300,000 shares are issued and outstanding, and (ii) 100,000,000 shares of preferred stock, par value of $0.001 per share (“Preferred Stock”), of which no shares are issued and outstanding. The Buyer has no other class or series of equity securities authorized, issued, reserved for issuance or outstanding. There are (x) no outstanding options, offers, warrants, conversion rights, contracts or other rights to subscribe for or to purchase from the Buyer, or agreements obligating the Buyer to issue, transfer, or sell (whether formal or informal, written or oral, firm or contingent), shares of capital stock or other securities of the Buyer (whether debt, equity, or a combination thereof) or obligating the Buyer to grant, extend, or enter into any such agreement and (y) no agreements or other understandings (whether formal or informal, written or oral, firm or contingent) which require or may require the Buyer to repurchase any of its Common Stock. There are no preemptive or similar rights granted by the Buyer with respect to the Buyer’s capital stock. There are no anti-dilution or price adjustment provisions contained in any security issued by the Buyer. Except as set forth on Schedule 6(c) hereto and the registration rights provided to the Seller, the Buyer is not a party to any registration rights agreements, voting agreements, voting trusts, proxies or any other agreements, instruments or understandings with respect to the voting of any shares of the capital stock of the Buyer, or any agreement with respect to the transferability, purchase or redemption of any shares of the capital stock of the Buyer. The sale of the Shares to the Purchaser does not obligate the Buyer to issue any shares of capital stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Buyer securities, by agreement with the Buyer, to adjust the exercise, conversion, exchange or reset price under such securities. The outstanding Common Stock is all duly and validly authorized and issued, fully paid and nonassessable. The Primary Sellers will cause the Buyer not to issue, or resolve or agree to issue, any securities to any party, other than the Purchaser, prior to the Closing.

(d) Conflicts; Defaults. The execution and delivery of this Agreement by the Buyer and the performance by the Buyer of the transactions and obligations contemplated hereby and thereby to be performed by it do not (i) violate, conflict with, or constitute a default under any of the terms or provisions of, the Certificate of Incorporation, as amended, the Bylaws, or any provisions of, or result in the acceleration of any obligation under, any contract, note, debt instrument, security agreement or other instrument to which the Buyer is a party or by which the Buyer, or any of the Buyer’s assets, is bound; (ii) result in the creation or imposition of any Encumbrances or claims upon the Buyer’s assets or upon any of the shares of capital stock of the Buyer; (iii) constitute a violation of any law, statute, judgment, decree, order, rule, or regulation of a Governmental Authority applicable to the Buyer; or (iv) constitute an event which, after notice or lapse of time or both, would result in any of the foregoing.

(e) Securities Laws. The Buyer has complied in all material respects with applicable federal securities laws, rules and regulations, including the Sarbanes-Oxley Act of 2002, as amended, as such laws, rules and regulations apply to the Buyer and its securities. All shares of capital stock of the Buyer have been issued in accordance with applicable federal securities laws, rules and regulations. There are no stop orders in effect with respect to any securities of the Buyer that have been communicated to the Buyer’s transfer agent.

(f) Reports. With a view to making available to the Seller the benefits of Rule 144 of the Securities and Exchange Commission (the “SEC”) and any other rule or regulation of the SEC that may at any time permit the Seller to sell the shares of common stock issuable upon conversion of the Note (“Conversion Shares”) to the public without registration, the Buyer shall:

(i) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144;

(ii) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Buyer under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(iii) so long as the Seller owns any Conversion Shares, furnish to the Seller forthwith upon request (a) a written statement by the Buyer that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act; and (b) such other information as may be reasonably requested in availing the Seller of any rule or regulation of the SEC that permits the selling of any such securities without registration; and (c) a legal opinion provided by the Buyer’s counsel that the Conversion shares can be transferred without registration in accordance with Rule 144 promulgated by the SEC under the Securities Act of 1933 in the event that all the requirements under Rule 144 have been satisfied.

(g) Demand Registration.

(i) If the Buyer receives a request from the Seller that the Buyer file a registration statement on Form S-1 (a “Registration Statement”) to register the resale of any of the Conversion Shares (the “Registrable Securities”) held by the Seller (the “Demand Notice”), then the Buyer shall as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Seller, file a Registration Statement under the Securities Act covering the resale of all Registrable Securities that the Seller requested to be registered, subject to potential reduction of the number of Registrable Securities to be registered for resale in the applicable Registration Statement (“Cut Back Shares”) pursuant to the requirements of the SEC (“Registration Reduction”). In the event of a Registration Reduction, immediately after the Company is able to effect the registration of the Cut Back Shares, the Company shall file and cause to be declared effective such additional Registration Statements in the time frame set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities.

(ii) The Buyer shall use its reasonably best efforts to cause a Registration Statement to be declared effective under the Securities Act as soon as practicable but in no event later than ninety (90) days after such Registration Statement is initially filed with the SEC. The Company hereby also agrees to use its reasonable best efforts to keep the Registration Statements continuously effective under the Securities Act until the Seller no longer owns any Registrable Securities.

(iii) The Buyer shall pay the Registration Expenses relating to the registration of the Registrable Securities. “Registration Expenses” means all expenses incident to the Company's performance of or compliance with this Warrant, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, expenses and fees for listing the securities to be registered on exchanges on which similar securities issued by the Company are then listed, and fees and disbursements of counsel for the Company (but not of counsel to the Holder) and of all independent certified public accountants, underwriters and other persons retained by the Company.

7. Indemnification. The Party (the “Indemnifying Parties”) hereby agrees to indemnify and hold harmless the other Party(the “Indemnified Parties”) from and against any and all liabilities, obligations, claims, losses, expenses, damages, actions, liens and deficiencies (including reasonable attorneys’ fees) which exist, or which may be imposed on, incurred by or asserted against the Indemnified Parties due to or arising out of any breach or inaccuracy of any representation or warranty of the Indemnifying Parties under Section 5 or 6 hereof, or any covenant, agreement or obligation of any Indemnifying Party hereunder or in any other certificate, instrument or document contemplated hereby or thereby (“Damages”), for a period of twenty-four (24) months from the Effective Date (the “Indemnification,” and the period herein is referred to as the “Indemnification Period”). The Indemnifying Parties shall not be obligated to pay to the Indemnified Parties any amounts for Indemnification for Damages in excess of US$ USD 7,782,000 (“Cap”). The Indemnifying Parties shall not be obligated to make any payment for Indemnification in respect of any claims for Damages that are made by the Indemnified Parties after the expiration of the Indemnification Period; provided, however, that the obligations of the Indemnifying Parties under the Indemnification shall remain in full force and effect, subject to the Cap, in respect of any claims for Damages which are made prior to, and remain pending at, the expiration of the Indemnification Period. In addition, the Indemnifying Parties covenants that it shall have no liquidation, dissolution, winding up or any other similar action of itself within the Indemnification Period. The indemnification provided by this Section 7 shall be the sole pecuniary remedy of the Indemnified Parties for any Damages; provided, however, that no remedies of the Indemnified Parties for any breach by the Indemnifying Parties of the representations and warranties contained in Section 5 or 6 shall be limited in any way by this Section 7.

8. Access to Information; Notification of Certain Matters.

(a) Subject to applicable law, the Seller shall (i) give to the Buyer or its counsel reasonable access to the books and records of Moxian IP, and (ii) furnish or make available to the Buyer and its counsel such financial and operating data and other information about Moxian IP as such persons may reasonably request.

(b) Each party hereto shall give notice to each other party hereto, as promptly as practicable after the event giving rise to the requirement of such notice, of:

(i) any communication received by such party from, or given by such party to, any Governmental Authority in connection with any of the transactions contemplated hereby;

(ii) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; and

(iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its affiliates that, if pending on the date of this Agreement, would have been required to have been disclosed, or that relate to the consummation of the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 8(b) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

9. Miscellaneous.

(a) Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein, neither the Seller nor Cannon makes any representation, warranty, covenant or undertaking with respect to such matters.

(b) Waivers and Amendments. This Agreement may be amended or modified in whole or in part only by a writing which makes reference to this Agreement executed by all of the parties hereto. The obligations of any party hereunder may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the party claimed to have given the waiver; provided, however, that any waiver by any party of any violation of, breach of, or default under any provision of this Agreement or any other agreement provided for herein shall not be construed as, or constitute, a continuing waiver of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement or any other agreement provided for herein.

(c) Governing Law and Submission to Jurisdiction. This Agreement shall in all respects be governed by and construed in accordance with the internal substantive laws of the State of New York without giving effect to the principles of conflicts of law thereof. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in New York State (or, if such court lacks subject matter jurisdiction, in any appropriate New York State or federal court), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(d) Counterparts; Facsimile and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together will constitute one and the same instrument. The signature pages hereto in facsimile copy or other electronic means, including e-mail attachment, shall be deemed an original for all purposes.

(e) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that the Seller may not assign or transfer their rights hereunder without the prior written consent of the Buyer, and the Buyer may not assign or transfer its rights under this Agreement without the consent of the Seller.

(f) Third Parties. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the parties hereto and their successors and assigns any rights or remedies under or by reason of this Agreement.

(g) Interpretation. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

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

EXHIBIT A

FORM OF CONVERTIBLE PROMISSORY NOTE

Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2015.

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