Exhibit 10.26


 





INDEPENDENT DIRECTOR AGREEMENT 


 


THIS
INDEPENDENT DIRECTOR AGREEMENT is made effective as of the  day 16 of June, 2016 (the "Agreement"), between
Moxian, Inc., a Neveda corporation with an address at 9/F, Tower A, United Plaza, No.5022 Binhe Avenue, Futian District,
Shenzhen (the "Company"), and Ajay Rajpal of 4 Collinwood Court, 130 Station Road, Barnet, Herts.
EN5 1SS, UK ("Director").


 


WHEREAS, it is essential to the
Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company
(the "Board"); and


 


WHEREAS, the Company believes
that Director possesses the necessary qualifications and abilities to serve as a director of the Company and to perform the functions
and meet the Company's needs related to its Board,


 


NOW, THEREFORE, in consideration of the mutual promises contained
herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


 


		1.	Service as Director. Director will serve as a director of the Company and perform all duties as a director of the Company,
including without limitation (a) attending meetings of the Board, (b) serving on one or more committees of the Board (each a "Committee")
and attending meetings of each Committee of which Director is a member, and (c) using reasonable efforts to promote the business
of the Company. The Company currently intends to hold at least one in-person regular meeting of the Board and each Committee each
quarter, together with additional meetings of the Board and Committees as may be required by the business and affairs of the Company.
In fulfilling his responsibilities as a director of the Company, Director agrees that he shall act honestly and in good faith with
a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise
in comparable circumstances.



 


		2.	Compensation and Expenses.



 


		(a)	Board Compensation. For the services provided to the Company
as a director, the Director will be entitled to the compensation a monthly fee of US$5,000 to be paid on a quarterly basis.



 


		(b)	Expenses. Upon submission of appropriate receipts, invoices
or vouchers as may be reasonably required by the Company, the Company will reimburse Director for all reasonable out-of-pocket
expenses incurred in connection with the performance of Director's duties under this Agreement.



 


		(c)	Other Benefits. The Board (or its designated Committee)
may from time to time authorize additional compensation and benefits for Director, including additional compensation for service
as chairman of a Committee and awards under any stock incentive, stock option, stock compensation or long-term incentive plan
of the Company, including, without limitation, any other plan that may later be established by the Company.



 


3. Director and Officer Liability
Insurance. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance,
Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage
available for any of the Company's directors or officers.


 


4. Limitation of Liability;
Right to Indemnification. Director shall be entitled to limitations of liability and the right to indemnification against expenses
and damages in connection with claims against Director relating to his service to the Company to the fullest extent permitted by
the Company's Certificate of Incorporation and Bylaws (as such documents may be amended from time to time), the General Corporation
Law of the State of Delaware and other applicable law.


 


5. Amendments and Waiver. No supplement,
modification or amendment of this Agreement will be binding unless executed in writing by both parties. No waiver of any provision
of this Agreement on a particular occasion will be deemed or will constitute a waiver of that provision on a subsequent occasion
or a waiver of any other provision of this Agreement.


 




    Page 1


     

    

  


6. Binding Effect. This Agreement
will be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns.


 


7. Severability.
The provisions of this Agreement are severable, and any provision of this Agreement that is held by a court of competent jurisdiction
to be invalid, void, or otherwise unenforceable in any respect will not affect the validity or enforceability of any other provision
of this Agreement.


 


8. Governing Law. This Agreement
will be governed by and construed and enforced in accordance with the laws of the State of Neveda applicable to contracts made
and to be performed in that state without giving effect to the principles of conflicts of laws.


 


9. Entire Agreement. This Agreement
constitutes the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations,
prior discussions and prior agreements and understanding relating to such subject matter.


 


10. Miscellaneous. This Agreement may be
executed by the Company and Director in any number of counterparts, each of which shall be deemed an original instrument, but all
of which together shall constitute but one and the same instrument. Any party may execute this Agreement by facsimile signature
and the other party will be entitled to rely on such facsimile signature as evidence that this Agreement has been duly executed
by such party. Any party executing this Agreement by facsimile signature will promptly forward to the other party an original signature
page by overnight courier. Director acknowledges that this Agreement does not constitute a contract of employment and does not
imply that the Company will continue his service as a director for any period of time.


 




    Page 2


     

    

  


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


 


Moxian, Inc.


 





	By:	/s/ Tan Meng
Dong James	 
	Name: 	Tan Meng Dong James	 
	Title: 	Chief Executive Officer	 







 





	By: 	/s/ Ajay Rajpal  	 
	Name:	Ajay Rajpal  	 
			 










 




    Page 3