Exhibit 10.12


 


INDEPENDENT DIRECTOR AGREEMENT


 


This DIRECTOR AGREEMENT
(the “Agreement”) is made and entered into as of this 21st day of January 2022, by and between Virax Biolabs (Cayman)
Limited, a Cayman Islands corporation (the “Company”), and Margaret E. Gilmour (Canada Passport No. AG43XXXX) (the
“Independent Director”) and shall become effective on the closing date of the Company’s initial public offering (the
“Effective Date”).


 


WHEREAS, the Company desires
to engage the Independent Director, and the Independent Director desires to serve, as a non-employee director of the Company, subject
to the terms and conditions contained in this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants contained herein, the receipt of which is hereby acknowledged, the Company and the Independent Director,
intending to be legally bound, hereby agree as follows:


 


		1.	DEFINITIONS.



 


(a) “Corporate
Status” describes the capacity of the Independent Director with respect to the Company and the services performed by the Independent
Director in that capacity.


 


(b) “Entity”
shall mean any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization or other
legal entity.


 


(c) “Proceeding”
shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation,
administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative or investigative, whether formal or informal,
including a proceeding initiated by the Independent Director pursuant to Section 12 of this Agreement to enforce the Independent Director’s
rights hereunder.


 


(d) “Expenses”
shall mean all reasonable fees, costs and expenses, approved by the Company in advance and reasonably incurred in connection with any
Proceeding, including, without limitation, attorneys’ fees, disbursements and retainers, fees and disbursements of expert witnesses,
private investigators, professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript
costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery
services, secretarial services, and other disbursements and expenses.


 


(e) “Liabilities”
shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.


 


(f) “Parent” shall
mean any corporation or other entity (other than the Company) in any unbroken chain of corporations or other entities ending with
the Company, if each of the corporations or entities, other than the Company, owns stock or other interests possessing 50% or more
of the economic interest or the total combined voting power of all classes of stock or other interests in one of the other
corporations or entities in the chain.


 






     


     


    

 


(g) “Subsidiary”
shall mean any corporation or other entity (other than the Company) in any unbroken chain of corporations or other entities beginning
with the Company, if each of the corporations or entities, other than the last corporation or entity in the unbroken chain, owns stock
or other interests possessing 50% or more of the economic interest or the total combined voting power of all classes of stock or other
interests in one of the other corporations or entities in the chain.


 


2. SERVICES
OF INDEPENDENT DIRECTOR. While this Agreement is in effect, the Independent Director shall perform duties as an independent director and/or
a member of the committees of the Board, be compensated for such and be reimbursed expenses in accordance with the Schedule A attached
to this Agreement, subject to the following.


 


(a) The
Independent Director will perform services as is consistent with Independent Director’s position with the Company, as required and
authorized by the Articles of Association of the Company, and in accordance with high professional and ethical standards and all applicable
laws and rules and regulations pertaining to the Independent Director’s performance hereunder, including without limitation, laws,
rules and regulations relating to a public company.


 


(b) The
Independent Director is solely responsible for taxes arising out of any compensation paid by the Company to the Independent Director under
this Agreement. The Independent Director acknowledges and agrees that because he/she is not an employee of the Company, the Company will
not withhold any amounts for taxes from any of his/her payments under the Agreement.


 


(c) The
Company may offset any and all monies payable to the Independent Director to the extent of any monies owing to the Company from the Independent
Director.


 


(d) The
rules and regulations of the Company notified to the Independent Director, from time to time, apply to the Independent Director. Such
rules and regulations are subject to change by the Company in its sole discretion. Notwithstanding the foregoing, in the event of any
conflict or inconsistency between the terms and conditions of this Agreement and rules and regulations of the Company, the terms of this
Agreement control.


 


3. REQUIREMENTS OF
INDEPENDENT DIRECTOR. During the term of the Independent Director’s services to the Company hereunder, Independent Director
shall observe all applicable laws and regulations relating to independent directors of a public company as promulgated from time to
time, and shall not: (1) be an employee of the Company or any Parent or Subsidiary; (2) accept, directly or indirectly, any
consulting, advisory, or other compensatory fee from the Company other than as a director and/or a member of a committee of the
Board; (3) be an affiliated person of the Company or any Parent or Subsidiary, as the term “affiliate” is defined in 17
CFR 240.10A-3(e)(1), other than in his/her capacity as a director and/or a member of a committee of the Board; (4) possess an
interest in any transaction with the Company or any Parent or Subsidiary, for which disclosure would be required pursuant to 17 CFR
229.404(a), other than in his/her capacity as a director and/or a member of a committee of the Board committees; (5) be engaged in a
business relationship with the Company or any Parent or Subsidiary, for which disclosure would be required pursuant to 17 CFR
229.404(b), except that the required beneficial interest therein shall be modified to be 5% hereby.


 






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4. REPORT
OBLIGATION. While this Agreement is in effect, the Independent Director shall immediately report to the Company in the event: (1) the
Independent Director knows or has reason to know or should have known that any of the requirements specified in Section 3 hereof is not
satisfied or is not going to be satisfied; and (2) the Independent Director simultaneously serves on an audit committee of any other public
company.


 


5. TERM
AND TERMINATION. This Agreement and the Independent Director’s services hereunder shall commence on the date hereof and terminate
upon the earlier of the following:


 


(a) Removal
of the Independent Director as a director of the Company, upon proper Board or stockholder action in accordance with the Articles of Association
of the Company and applicable law;


 


(b) Resignation
of the Independent Director as a director of the Company upon written notice to the Board of Directors of the Company;


 


(c) Disqualification
of the Independent Director as a director of the Company in accordance with the Articles of Association of the Company;


 


(d) Termination
of this Agreement by the Company, in the event any of the requirements specified in Section 3 hereof is not satisfied, as determined by
the Company in its sole discretion; or


 


(e) Failure
of the stockholders of the Company to re-elect the Independent Director at the Company’s annual shareholders’ meeting.


 


6. LIMITATION
OF LIABILITY. In no event shall the Independent Director be individually liable to the Company or its shareholders for any damages for
breach of fiduciary duty as an independent director of the Company, unless the Independent Director’s act or failure to act involves
intentional misconduct, fraud, dishonesty or a knowing violation of law.


 


7. AGREEMENT
OF INDEMNITY. The Company agrees to indemnify the Independent Director as follows:


 


(a) Subject to the exceptions
contained in Section 8(a) below, if the Independent Director was or is a party or is threatened to be made a party to any Proceeding
(other than an action by or in the right of the Company) by reason of the Independent Director’s Corporate Status, the Independent
Director shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Independent Director in connection
with such Proceeding (referred to herein as “INDEMNIFIABLE EXPENSES” and “INDEMNIFIABLE LIABILITIES,” respectively,
and collectively as “INDEMNIFIABLE AMOUNTS”).


 




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(b) Subject
to the exceptions contained in Section 8(b) below, if the Independent Director was or is a party or is threatened to be made a party to
any Proceeding by or in the right of the Company, to procure a judgment in its favor by reason of the Independent Director’s Corporate
Status, the Independent Director shall be indemnified by the Company against all Indemnifiable Expenses.


 


(c) For
purposes of this Agreement, the Independent Director shall be deemed to have acted in good faith in conducting the Company’s affairs
as an independent director of the Company and/or a member of a committee of the Board of the Company, if the Independent Director: (i)
exercised or used the same degree of diligence, care, and skill as an ordinarily prudent man would have exercised or used under the circumstances
in the conduct of his/her own affairs; or (ii) took, or omitted to take, an action in reliance upon advise of counsels or other professional
advisors for the Company, or upon statements made or information furnished by other directors, officers or employees of the Company, or
upon a financial statement of the Company provided by a person in charge of its accounts or certified by a public accountant or a firm
of public accountants, which the Independent Director had reasonable grounds to believe to be true.


 


8. EXCEPTIONS
TO INDEMNIFICATION. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the
following:


 


(a) If
indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction
that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director
failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests
of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful,
or (iii) the Independent Director’s conduct constituted willful misconduct, fraud, dishonesty or knowing violation of law, then
the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder.


 


(b)
If indemnification is requested under Section 7(b) and


 


(i) it
has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding
out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent
Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of
Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder;
or


 


(ii) it has been adjudicated
finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to
any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation,
a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent
Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.


 




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9. WHOLLY
OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that
the Independent Director is, by reason of the Independent Director’s Corporate Status, a party to and is successful, on the merits
or otherwise, in any Proceeding, the Independent Director shall be indemnified in connection therewith. If the Independent Director is
not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues
or matters in such Proceeding, the Company shall indemnify the Independent Director against those Expenses reasonably incurred by the
Independent Director or on the Independent Director’s behalf in connection with each successfully resolved claim, issue or matter.
For purposes of this section, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.


 


10. ADVANCES
AND INTERIM EXPENSES. The Company may pay to the Independent Director all Indemnifiable Expenses incurred by the Independent Director
in connection with any Proceeding, including a Proceeding by or in the right of the Company, in advance of the final disposition of such
Proceeding, if the Independent Director furnishes the Company with a written undertaking, to the satisfaction of the Company, to repay
the amount of such Indemnifiable Expenses advanced to the Independent Director in the event it is finally determined by a court or arbitral
body of competent jurisdiction that the Independent Director is not entitled under this Agreement to indemnification with respect to such
Indemnifiable Expenses.


 


11. PROCEDURE
FOR PAYMENT OF INDEMNIFIABLE AMOUNTS. The Independent Director shall submit to the Company a written request specifying the Indemnifiable
Amounts, for which the Independent Director seeks payment under Section 7 hereof and the Proceeding of which has been previously notified
to the Company and approved by the Company for indemnification hereunder. At the request of the Company, the Independent Director shall
furnish such documentation and information as are reasonably available to the Independent Director and necessary to establish that the
Independent Director is entitled to indemnification hereunder. The Company shall pay such Indeminfiable Amounts within thirty (30) days
of receipt of all required documents.


 


12.
REMEDIES OF INDEPENDENT DIRECTOR.


 


(a) RIGHT
TO PETITION COURT. In the event that the Independent Director makes a request for payment of Indemnifiable Amounts under Sections 7, 9-11
above, and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, the Independent
Director may petition the appropriate judicial authority to enforce the Company’s obligations under this Agreement.


 


(b) BURDEN
OF PROOF. In any judicial proceeding brought under Section 12 (a) above, the Company shall have the burden of proving that the Independent
Director is not entitled to payment of Indemnifiable Amounts hereunder.


 


(c) EXPENSES. The
Company agrees to reimburse the Independent Director in full for any Expenses incurred by the Independent Director in connection
with investigating, preparing for, litigating, defending or settling any action brought by the Independent Director under Section 12
(a) above, or in connection with any claim or counterclaim brought by the Company in connection therewith.


 






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(d) VALIDITY
OF AGREEMENT. The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section
12 (a) above, that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration
for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.


 


(e) FAILURE
TO ACT NOT A DEFENSE. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel,
or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable
Expenses under this Agreement shall not be a defense in any action brought under Section 12 (a) above.


 


13. PROCEEDINGS
AGAINST COMPANY. Except as otherwise provided in this Agreement, the Independent Director shall not be entitled to payment of Indemnifiable
Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by the Independent Director against the Company,
any Entity which it controls, any director or officer thereof, or any third party, unless the Company has consented to the initiation
of such Proceeding. This section shall not apply to counterclaims or affirmative defenses asserted by the Independent Director in an action
brought against the Independent Director.


 


14. INSURANCE.
The Company will obtain and maintain a policy or policies of director and officer liability insurance, of which the Independent Director
will be named as an insured, providing the Independent Director with coverage for Indemnifiable Amounts and/or Indemnifiable Expenses
in accordance with said insurance policy or policies (“D&O INSURANCE”); provided that:


 


(a) The
Independent Director agrees that, while the Company has valid and effective D&O Insurance, and except as provided in (c) of this section,
Sections 7-13 of this Agreement shall not apply, and the Company’s indemnification obligation to the Independent Director under
this Agreement shall be deemed fulfilled by virtue of purchasing and maintaining such insurance policy or policies, in accordance with
the terms and conditions thereof and subject to exclusions stated thereon. The Independent Director agrees that the Company shall have
no obligation to challenge the decisions made by the insurance carrier(s) (“INSURANCE CARRIER”) relating to any claims made
under such insurance policy or policies;


 


(b) The
Independent Director agrees that the Company’s indemnification obligation to the Independent Director under (a) of this section
shall be deemed discharged and terminated, in the event the Insurance Carrier refused payment for any Proceedings against the Independent
Director due to the acts or omissions of the Independent Director;


 


(c) While the D&O Insurance
is valid and effective, the Company agrees that it shall indemnify the Independent Director for the Indemnifiable Amounts and Indemnifiable
Expenses, to the extent that any Proceedings are coverable by D&O Insurance, but in excess of the policy amount, in accordance with
Sections 7-13 of this Agreement; and


 




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(d) While
the D&O Insurance is valid and effective, the Company agrees that it shall indemnify the Independent Director to the extent that the
Independent Director has liability that would be part of the D&O Insurance deductible, if there is any; and


 


(e) While
the D&O Insurance is valid and effective, this Section 14 states the entire and exclusive remedy of the Independent Director with
respect to the indemnification obligation of the Company to the Independent Director under this Agreement.


 


15. SUBROGATION.
In the event of any payment of Indemnifiable Amounts under this Agreement and/or the D&O Insurance, the Company or its Insurance Carrier,
as the case may be, shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of the Independent
Director against other persons, and the Independent Director shall take, at the request of the Company, all reasonable action necessary
to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such
rights.


 


16. AUTHORITY.
Each party has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery
and performance of the undertakings contemplated by this Agreement have been duly authorized by each party hereto:


 


17. SUCCESSORS AND
ASSIGNMENT. This Agreement shall (a) be binding upon and inure to the benefit of all successors and assigns of the Company
(including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or
indirect successor by merger or consolidation or otherwise by operation of law), and (b) be binding on and shall inure to the
benefit of the heirs, personal representatives, executors and administrators of the Independent Director. The Independent Director
has no power to assign this Agreement or any rights and obligations hereunder.


 


18. CHANGE
IN LAW. To the extent that a change in applicable law (whether by statute or judicial decision) shall mandate broader or narrower indemnification
than is provided hereunder, the Independent Director shall be subject to such broader or narrower indemnification and this Agreement shall
be deemed to be amended to such extent.


 


19. SEVERABILITY.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal,
invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum
extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Agreement
shall remain fully enforceable and binding on the parties.


 


20. MODIFICATIONS AND
WAIVER. Except as provided in Section 18 hereof with respect to changes in applicable law which broaden or narrow the right of the
Independent Director to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by each of the parties hereto. No delay in exercise or non-exercise by the Company of any right under
this Agreement shall operate as a current or future waiver by it as to its same or different rights under this Agreement or
otherwise.


 






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21. NOTICES.
All notices, requests, demands and other communications hereunder shall be in writing in English and shall be deemed to have been duly
given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by express mail with
delivery confirmation with postage prepaid, on the 5th business day after the date on which it is so mailed:


 


If to Independent Director, to: 30 Roehampton
Ave., Townhouse #10, Toronto, Ontario, Canada, M4P OB9


 


If to the Company, to:
30 Broadwick Street, London, W1F 8LX, United Kingdom.


 


Or to such other address
as may have been furnished in the same manner by any party to the others.


 


22. GOVERNING
LAW. This Agreement shall be governed by and construed and enforced under the state laws of New York.


 


23. AGREEMENT
GOVERNS. This Agreement is to be deemed consistent wherever possible with relevant provisions of the Articles of Association of the Company;
however, in the event of a conflict between this Agreement and such provisions, the provisions of this Agreement shall control.


 


24. INDEPENDENT
CONTRACTOR. The parties understand, acknowledge and agree that the Independent Director’s relationship with the Company is that
of an independent contractor and nothing in this Agreement is intended to or should be construed to create a relationship other than that
of independent contractor. Nothing in this Agreement shall be construed as a contract of employment/engagement between the Independent
Director and the Company or as a commitment on the part of the Company to retain the Independent Director in any capacity, for any period
of time or under any specific terms or conditions, or to continue the Independent Director’s service to the Company beyond any period.


 


25. ENTIRE
AGREEMENT. This Agreement constitutes the entire agreement between the Company and the Independent Director with respect to the subject
matter hereof, and supersedes all prior understandings and agreements with respect to such subject matter.


 






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IN WITNESS WHEREOF, the parties hereto have executed
this Independent Director Indemnification Agreement as of the day and year first above written.


 


	AGREED	AGREED
	 	 
	Company:	Independent Director
	Virax Biolabs (Cayman) Limited	 
	 	 
		
	Name: James Foster	Name: Margaret E. Gilmour
	Title:  Chief Executive Officer	 



 



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SCHEDULE A


 


I POSITION:


 


INDEPENDENT DIRECTOR.


 


II. COMPENSATION:


 


FEES. For all services rendered
by the Independent Director pursuant to this Agreement, both during and outside of normal working hours, including but not limited to,
attending all required meetings of the Board or applicable committees thereof, executive sessions of the independent directors, reviewing
filing reports and other corporate documents as requested by the Company, providing comments and opinions as to business matters as requested
by the Company, the Company agrees to pay to the Independent Director fees in accordance with the schedule set forth below:


 


The Company grants the Independent
Director a stock option-based compensation of US$100,000 worth of Class A ordinary shares per annum, with the amount of such awards granted
and the terms and conditions thereof to be determined from time to time by and in the sole discretion of the compensation committee of
the Board.


 


EXPENSES. During the term
of the Independent Director’s service as a director of the Company, the Company shall promptly reimburse the Independent Director
for all expenses approved by the Company in advance and incurred by his/her in connection with attending (a) all meetings of the Board
or applicable committees thereof, (b) executive sessions of the independent directors, and (c) stockholder meetings, as a director or
a member of any committee of the Board, which are approved by the Company in advance. In addition, the Independent Director shall rely
on the Company to arrange for all hotel accommodations in connection with any such meetings the Independent Director must attend. The
amount of such expenses eligible for reimbursement by the Company during a calendar year shall not affect such expenses eligible for reimbursement
by the Company in any other calendar year, and the reimbursement of any such eligible expenses shall be made promptly, usually within
10 business days, after the expense report and original receipts are submitted.


 


NO OTHER BENEFITS OR COMPENSATION.
The Independent Director acknowledges and agrees that he/she is not granted and is not entitled to any other benefits or compensation
from the Company for the services provided under this Agreement except expressly provided for in this Schedule A or as determined from
time to time by the Company in its sole discretion.


 


	AGREED	AGREED
	 	 
	Company:	Independent Director
	Virax Biolabs (Cayman) Limited	 
	 	 
	 	 
	Name: James Foster	Name: Margaret E. Gilmour
	Title: Chief Executive Officer	 


 






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