Exhibit 10.1

BUSINESS ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made and entered by and between:

BUYER:

Legal Name of BUYER ("BUYER")                  Tower Aquatic LLC                                                          

Individual [_] Corporation [_] Limited Liability Company [X] Partnership [_] Other [__] authorized agents or assigns.

Address    80 Coolidge Hill Rd.               City        Watertown       State    MA    Zip Code     02472    

Mobile Phone       617-926-4800        Email         rrusso@bioniklabs.com                        

SELLER:

Legal Name of SELLER ("SELLER")                 Dearman & Dearman PT LLC                                                

Individual [_] Corporation [__] Limited Liability Company [X] Partnership [__] Other [__] authorized agents or assigns.

Fictitious Name, Trade Name, or DBA (alternatively referred to as "Business")    Tower Aquatic & Sports Physical Therapy

Business Address (The "Premises")      290 Citrus Tower Blvd. #108     City    Clermont    State    Fl    Zip Code    34771  

Mobile Phone         352-242-9022         Email         ldearman@cfl.rr.com                

1.             PURCHASE PRICE

1.1.                  SELLER agrees to sell to BUYER, and BUYER agrees to purchase from SELLER the assets owned by the Business, authorized agents(s) or assigns, as set forth below. The Business to be conveyed to BUYER by SELLER at Closing includes all Business furnishings, furniture, fixtures, and equipment (the "FF&E", a list of which is attached to this Agreement), goodwill, inventory, customer records, materials, supplies, transferable licenses, business name(s), telephone number(s), lease, leasehold interest and improvements, contract rights, software and software licenses, trade secrets, patents, intellectual property, web sites and domain names, business email addresses, and all other assets of the business as agreed to by the parties altogether, the "Assets").

The following assets are excluded: cash, pre-paid expenses, security deposits and marketable securities and                 .

3.             AGREEMENT CONDITIONS

3.1.                  BUYER'S OFFER: This Offer by BUYER shall be in effect until    5 PM    AM/PM on                 8/30/2022              . If SELLER does not accept this Offer by such time, the Down Payment deposit(s) under paragraphs 2.1 and/or 2.2 shall be returned by Escrow Agent to BUYER on demand, and BUYER and SELLER shall have no further obligation one to the other.

3.2.                  DATE OF AGREEMENT: The ("Date") of this Agreement shall be the last date this Agreement is fully executed by both SELLER and BUYER.

3.3.                  TIME: With the exception of the Closing date specified under paragraph 4.1, TIME IS OF THE ESSENCE in the performance of this Agreement. Time is computed in calendar business days and any time periods provided for, or dates specified, in this Agreement, which shall end or occur on a Saturday, Sunday, or a national legal holiday (see 5 U.S.C. 6103) shall extend to 11:59 P.M. (where the Business is located) of the next business day.

3.4.                  CONTRACT REVIEW: From the date of the execution of this Agreement, SELLER and BUYER shall have (5) Business days to have this Agreement (including any addendum or amendments) reviewed by their respective attorney to verify that the FORM AND LANGUAGE used herein adequately protects the interests of their respective clients, and to make any necessary agreed changes within such time, provided the substance of and the material terms and provisions contained in this Agreement remain unchanged.

4.             CLOSING

4.1.                  CLOSING DATE: This transaction shall close on/about           9/07/2022         ("Closing Date").

4.2.                  CLOSING AGENT: The parties hereby appoint:

         Steven R. Kutner, PA          at 260 Lookout Place #205 Maitland, Florida 32751          as ("Closing Agent") to receive, deposit and distribute funds for the parties as set forth in this Agreement.

5.             ALLOCATION OF PURCHASE PRICE:

5.1.                  BUYER and SELLER agree to cooperate fully with each other to determine the appropriate asset allocation for this transaction.

5.2.                  BUYER and SELLER acknowledge that certain income tax laws may be applicable to this transaction.

5.3.                  BUYER and SELLER acknowledge that each party may be required to report this transaction to the Internal Revenue Service (IRS) and allocate the Purchase Price among the applicable asset classifications found on IRS Form 8594.

5.4.                  BUYER and SELLER agree to complete, sign, and submit the appropriate IRS form 8594 for this transaction.

5.5.                  BUYER and SELLER [X]agree to have the asset allocation completed at Closing, [_] do not agree to have the asset allocation completed at Closing.

6.             CONDITIONS TO CLOSING: On or prior to Closing, SELLER agrees to obtain all necessary consents from third parties required for the transfer of the business and Assets to BUYER, including, but not limited to, the consent from the holders of mortgages or other liens, if any, assumed by BUYER.

6.1.                  CLOSING COSTS: The parties agree to execute all closing documents as are reasonably requested by their respective attorneys and each party shall pay the cost of their own attorney, or will appoint an independent Closing Agent, to be mutually agreed upon and whose fee will be split evenly by BUYER and SELLER. These closing documents shall include SELLER and BUYER Affidavits, Closing Agreement, Bill of Sale, Promissory Notes, Security Agreement, Closing Statements, and other documents as may be reasonably necessary to effectuate the transaction. Fees related to BUYER's financing of the transaction, including but not limited to intangible tax, doc stamps, and recording of UCC-1 financing statement shall be paid by BUYER.

6.2.                  PRORATIONS AND ADJUSTMENTS: All pro-ratable items shall be prorated as of the Closing Date. Except as otherwise provided under paragraph 6.1, all customary adjustments and prorations shall be made at Closing and shall increase or decrease the cash payable by BUYER to SELLER under paragraph 2.5.

6.3.                  UTILITIES AND DEPOSITS: SELLER and BUYER agree to arrange to notify all utility companies to take final readings as of the Closing Date, and BUYER shall have the obligation to advise such utilities to provide future services in BUYER'S name. SELLER shall be entitled to be reimbursed for any and amounts on deposit and pre-payments of all deposits held for the benefit of BUYER.

7.             THIRD PARTY FINANCING

7.1.                  FINANCING CONTINGENCY:

[X] This Agreement IS NOT CONTINGENT upon any third-party financing.

[___] This Agreement IS CONTINGENT upon third-party financing, consequently:

(a)           BUYER shall make written application to lender within (___) calendar days of the Date of this Agreement.

(b)           BUYER shall have (___) calendar days from the Date of this Agreement to receive a written loan commitment on terms acceptable to BUYER at BUYER's sole discretion.

(c)           BUYER shall provide SELLER and BROKER Notice of acceptance or rejection by the lender by providing a copy of the same.

(e) SELLER shall reasonably cooperate with the BUYER'S Lender.

7.2.                  FINANCING CANCELLATION: If such SBA or other third party financing is not obtained before the date indicated in paragraph 7.1 through no fault of the BUYER, BUYER shall have the option of canceling this Agreement by written Notice to SELLER and BROKER within three (3) business days following BUYER'S receipt of written notification from Lender, and thereafter, upon request, BUYER and SELLER agree that, the Escrow Agent shall be vested with the authority to immediately refund deposits listed in paragraphs 2.1 and/or 2.2.

7.3.                  EFFECT OF NO FINANCING CANCELLATION NOTICE: In the event Notice to cancel the agreement is not sent pursuant to paragraph 7.6, then this Agreement shall continue to be binding upon SELLER and BUYER.

8.                   SELLER FINANCING, PROMISSORY NOTE

8.1.                  PROMISSORY NOTE - N/A

8.2.                  SUBORDINATION: In the event BUYER obtains SBA or other third-party financing, the Note shall provide that it will be subject to any subordination or "stand still" requirements of the SBA/Lender. BUYER shall pay all recording/filing charges and documentary taxes relative to the creation of the Note and Security Documents.

8.3.                  SECURITY AGREEMENT: If BUYER executes a Note in favor of SELLER and BUYER has assigned this Agreement to its new entity, BUYER shall make the Note in the entity's name and, along with all fiduciaries of the entity, shall personally guaranty the Note. BUYER shall also execute a Security Agreement securing interest in all of its tangible and intangible Assets. The Security Agreement shall continue until the Note is satisfied or until SELLER regains ownership and/or control of the business. BUYER shall further permit a Financing Statement (UCC-l), which shall be recorded in the appropriate County and filed with the State of Florida, as per the requirements of the Florida Uniform Commercial Code.

8.4.1 The collateral for the Security Agreement and Note shall be the following:

(a)           The properties, assets, and rights of the Debtor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called the "Collateral") hereinafter described;

(b)           All business, personal, and fixture property of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, contracts and contract rights, chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles);

(c)           All trademarks (including common law), service marks and trade names, the entire goodwill of or associated with the businesses now or hereafter conducted by Debtor connected with and symbolized by any of the aforementioned properties and Assets;

(d)           All general intangibles and all intangible intellectual or other similar property of Debtor of any kind or nature, associated with or arising out of any of the aforementioned properties and assets and not otherwise described above; and

(e)           All proceeds of any and all of the foregoing collateral and, to the extent not otherwise included, all payments under insurance (whether or not SELLER is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the foregoing collateral.

9.             BUYER'S DUE DILIGENCE INSPECTION

9.1.                  This Agreement is contingent upon BUYER'S review and inspection of SELLER'S Business Records, Assets and Lease within a period of      zero     (0) calendar days following the Date of this Agreement ("Due Diligence Period").

9.2.                  DUE DILIGENCE CONTINGENCY: At any time during Due Diligence Period, if BUYER is not satisfied for any reason whatsoever, BUYER shall have the option of canceling this Agreement by written Notice to SELLER and BROKER made no later than the last day of the Due Diligence Period under paragraph 9.1.

9.3.                  DUE DILIGENCE CANCELLATION: BUYER and SELLER agree that if BUYER cancels this Agreement because of the failure of Due Diligence, the Escrow Agent shall be vested with the authority to immediately refund deposits listed in paragraphs 2.1 and/or 2.2. Upon cancellation, BUYER shall destroy, delete, or return the information received during the Due Diligence Period.

9.4.                  EFFECT OF NO DUE DILIGENCE CANCELLATION NOTICE: In the event a Notice to cancel the Agreement is not timely sent in writing by BUYER to SELLER and BROKER pursuant to paragraph 9.3, then this Agreement shall continue to be binding upon SELLER and BUYER.

10.           LEASE:

10.1.                LEASE SELECTION

[X] BUYER shall assume the lease on the Business Premises with Landlord's written consent, and this Agreement shall be subject to such consent where consent is required.

[__] SELLER shall cooperate with BUYER in obtaining a new premises lease on substantially the same terms and conditions as SELLER's existing lease, to be effective as of the Closing Date.

[___] No lease shall be assumed or obtained.

10.2.                LEASE APPLICATION: Immediately following the Due Diligence Period under paragraph 9.1, BUYER agrees to diligently file a complete and accurate written application with Landlord per Landlord's requirements. BUYER agrees to pay to Landlord any reasonable application or similar fees for Landlord's costs of preparation and delivery of such assignment or new Lease.

10.3.                LEASE ASSUMPTION AND GUARANTEE: At Closing, BUYER assumes and agrees to pay all amounts as they become due and payable under the existing Lease, if and when assigned by SELLER to BUYER, and upon Landlord's request, agrees to cause its equity owners to personally guarantee the existing Lease and/or a new Lease.

10.4.                LEASE TRANSFER FEE: SELLER agrees to pay to Landlord any transfer or similar fees, as stated in the lease agreement. SELLER agrees to cooperate with BUYER in securing Landlord's written consent to the assignment of the Lease or a new Lease.

10.5.                LEASE CANCELLATION: BUYER and SELLER agree that if BUYER cancels this Agreement because of the failure to obtain a lease assumption or new lease, the Escrow Agent shall be vested with the authority to immediately refund any and all deposits.

10.6.                EFFECT OF NO LEASE CANCELLATION NOTICE: In the event BUYER does not provide Notice of cancellation as provided by paragraph 14.14 to SELLER and BROKER this Agreement shall continue to be binding upon SELLER and BUYER.

10.7.                MAINTAIN PREMISES: Until possession is transferred to BUYER at Closing, SELLER agrees to maintain the Business Premises, including heating, cooling, plumbing and electrical systems, built-in fixtures, together with all other equipment and Business assets included in this sale, in good working order, and to maintain and leave the premises in a clean, orderly condition.

10.8.                LOSS/DAMAGE: In the event there is any loss or damage to the Business Premises, or any Assets included in this sale at any time prior to the Closing, the risk of loss shall be upon SELLER. Immediately from and after the Close of this sale, all risk of loss or damage shall be upon BUYER.

10.9.                DEFERRALS/ABATEMENTS: SELLER represents that they have not received any rent deferrals or abatement from the Landlord.

10.10.              REAL PROPERTY:

[X] This Agreement DOES NOT include real estate property.

[___] This Agreement DOES include real estate property, consequently:

The terms and conditions of the real estate property sale shall be found on a separate commercial real estate contract attached hereto and incorporated herein. If this Agreement shall terminate according to its terms, any contingent commercial real estate contract shall also terminate.

11.           ASSETS

11.1.                CONDITION OF FURNITURE FIXTURES EQUIPMENT: All furniture, fixtures, and equipment ("FF&E"), whether tangible or intangible, (the "Assets") included in this sale, as per the attached Schedule "A," which, by this reference, is incorporated herein, for which SELLER warrants that it has good and marketable title, free and clear of all liens and encumbrances, except any liens or encumbrances disclosed herein are being purchased on an "as is" basis. SELLER represents and warrants that to the best of SELLER's knowledge all Assets conveyed in this Agreement and delivered to BUYER, at Closing, are in good working order. BUYER shall be responsible for inspecting Assets prior to Closing to determine that Assets are in good working order. If any Business Assets are not in good working order prior to closing, SELLER shall repair or replace the Business Asset at issue. If repair or replacement is not possible, BUYER shall be credited for the value of repair or replacement at Closing. Any failure of BUYER to object, in writing delivered to SELLER, to the condition of the FF&E prior to the Closing Date shall constitute a waiver by BUYER.

11.2.                INVENTORY: The Purchase Price includes saleable and marketable inventory to be transferred to BUYER at Closing at SELLER'S wholesale purchase cost amounting to $         0       . In the event the cost value of the inventory is more than the stated amount, the Purchase Price and the Note shall appropriately be increased, and if there is no Note, then the cash payable at Closing shall be increased. If such value is less, then the Purchase Price, and the cash payable at Closing shall be appropriately decreased. Upon BUYER'S request, within three (3) days prior to Closing, SELLER and BUYER agree to conduct an itemized physical count of SELLER'S inventory, and SELLER agrees to make available to BUYER SELLER'S purchase invoices and/or statements to substantiate the inventory cost.

11.3.                BUSINESS MAIL/TELEPHONE/WEBSITE/EMAIL: SELLER agrees to transfer ownership, possession, and control of Business telephone number(s), directory listings, domain name(s), software, business email address(es), or other advertising to BUYER at Closing, and BUYER agrees to accept all of SELLER's right, title, interest, and responsibility of SELLER.

11.4.                BUSINESS TRADE NAME: SELLER hereby grants BUYER, effective with Closing of this sale, all rights held by SELLER in the Trade Name. SELLER hereby waives any rights thereto, and shall not, after Closing, make use of such names and/or domain name(s), directly or indirectly. If corporate and/or business Trade Name(s) of SELLER are the same or similar, SELLER shall be obligated to apply to change its entity name to a name unrelated to such name within three (3) business days of closing.

Buyer’s Initials    /s/ RR

Seller’s Initials /s/ LD/BD

11.5.                ACCOUNTS RECEIVABLE: Check which is appropriate:

[___] $_________, of SELLER's accounts receivable, shall be included in the purchase price.

If included, SELLER shall provide BUYER with account details including the name on the account, the account number, amount owing and aging, at the time of Closing. The accounts receivables transferred at Closing shall be guaranteed by SELLER, and if not fully collected within one hundred and twenty (120) days of Closing, BUYER may set-off the difference against the Note, provided that BUYER shall assign SELLER the right to collect said receivables. If the accounts receivable is less than the number listed above then the Purchase Price, and the cash payable at Closing shall be appropriately decreased.

-OR-

[X] SELLER's accounts receivable shall NOT be included in the purchase price and SELLER shall retain the accounts receivable of the Business after Closing. BUYER agrees (a) to forward to SELLER any and all of SELLER's accounts receivable payments received by BUYER; and (b) shall cooperate with SELLER in providing any and all correspondence or other documents received by BUYER with respect to SELLER's accounts receivable and will otherwise cooperate with SELLER in the collection of SELLER's accounts receivable.

11.6.                ACCOUNTS PAYABLE:

All accounts payable accruing to the Closing Date shall remain the responsibility of SELLER and are not included in this sale. Immediately from and after the Closing, all subsequent accounts payable shall be the sole responsibility of BUYER.

11.7.                BILL OF SALE: SELLER shall deliver to BUYER at the Closing a Bill of Sale for all Assets purchased.

12.           SELLER

12.1.                SELLER'S REPRESENTATIONS: SELLER represents to BUYER that:

(a)           If SELLER is a formed entity, SELLER is in good standing and has the power to sell the Business and Assets as provided for herein;

(b)           SELLER is the owner of and has good and marketable title to the Business and Assets, free and clear of any and all liens, encumbrances or claims whatsoever, except those to be paid and satisfied at Closing or assumed by BUYER as agreed by the parties;

(c)           SELLER possesses all licenses and/or permits necessary to operate the business, and where capable and/or permitted by law, agrees to assign/transfer them to BUYER at Closing;

(d)           there will be no judgments, liens, debts, accounts payable, claims, or taxes (sales or otherwise) due, fixed and contingent, or actions or proceedings pending or threatened by or against SELLER at Closing;

(e)           SELLER agrees to conduct and operate the business up to the Closing Date in accordance with all laws, rules and regulations, in the regular course of business, and in the same manner as presently conducted and operated;

(f)            SELLER agrees not to violate the terms of any business contract with third parties;

(g)           SELLER will pay in full and satisfy all sales taxes, interest and penalties which may be due and/or owing to the _____ Department of Revenue at or prior to Closing, and

(h)           at Closing, SELLER agrees to execute and deliver to BUYER an agreement to indemnify and hold BUYER harmless from any and all sales taxes, interest and penalties that may be asserted against BUYER as a result of SELLER'S operations prior to Closing.

(i)            SELLER has not entered into contracts or indebtedness outside of the ordinary course of business, including, but not limited to, governmental loans (e.g., CARES Act, PPP Loan, or SBA EIDL), or other assistance.

12.2.                SURVIVAL OF REPRESENTATIONS AND SET-OFF: The representations and provisions under paragraph 12.1 (a) through (h) shall survive the Closing. In the event BUYER pays a claim made against the business or the Assets related to SELLER'S operation and ownership of the business and Assets prior to Closing, following SELLER'S failure to pay and satisfy same within a ten (10) day prior written Notice period from BUYER to SELLER, then BUYER shall have the right of set-off against any Note or other obligation which may then be owing from BUYER to SELLER in addition to seeking appropriate judicial relief which shall include BUYER'S reasonable attorney's fees and costs incurred. In the event of an "all cash" sale, or 100% third party financing, the parties agree that the .Escrow Agent shall retain $  1,000.00   from SELLER'S Closing proceeds for a period of      thirty     (30) business days to secure SELLER'S responsibilities under paragraph 12.1 above. The amount of the Note or the amount held in escrow/trust shall not limit the liability of SELLER to BUYER.

12.3.                MANAGEMENT ASSISTANCE: SELLER and/or mutually agreed upon representative agrees to provide assistance and training to BUYER and BUYER's employees in the transfer of management and operation of the business during normal business hours at Premises for a period of    five    (5) business days following Closing, all without additional consideration by BUYER to SELLER.

12.4.                SELLER'S ACKNOWLEDGMENT: SELLER acknowledges and agrees that BROKER made no representations concerning the creditworthiness, integrity, or ability of BUYER to complete this transaction. SELLER has relied solely on BUYER's representations with respect thereto. SELLER acknowledges and agrees that the BROKER has performed all its duties pursuant to the listing agreement and has earned its compensation as set forth therein.

12.5.                SELLER'S FAILURE TO CLOSE:

(a)           In the event SELLER, without fault, is unable to consummate the sale of the Business and Assets in accordance with the provisions of this Agreement, all deposits held in escrow/trust by Escrow Agent shall be returned to BUYER upon demand;

(b)           In the event SELLER willfully defaults under this Agreement, BUYER may elect to either:

(1)   terminate this Agreement, at which time BUYER shall be entitled to receive from SELLER on demand all deposits paid plus reimbursement for all reasonable legal, accounting, and other costs incurred or alternatively

(2)   seek against SELLER specific performance of this Agreement, in which case, all deposits shall continue to be held in escrow/trust until the happening of either of the following events:

(i)            BUYER in writing relinquishes the right to seek specific performance and terminates this Agreement, or

(ii)           a court of competent jurisdiction denies BUYER'S claim for specific performance, then, in either of such events, on BUYER'S demand, all deposits listed in paragraphs 2.1 and/or 2.2 held in escrow/trust shall be returned to BUYER.

13.          BUYER

13.1.                NON-DISCLOSURE: BUYER has been confidentially furnished information related to the Business ("Confidential Information"). BUYER'S obligations, include without limitation, the obligation to keep strictly confidential information relating to non-public, confidential, and proprietary operations, properties, personnel, financial information, materials, products, technology, computer programs, manuals, business plans, software, marketing plans, and other information disclosed or submitted, orally, in writing, or by any other media solely relating to BUYER's interest in purchasing the Business. BUYER agrees not to disclose, publish, or otherwise reveal any of the Confidential Information to any other parties, agents, representative or employees whatsoever without the prior written consent of SELLER, except that BUYER may disclose the Confidential Information to BUYER's legal counsel, accountant or lender. BUYER represents and warrants that it does not represent any third-party competitor of the Business and is not an employee of a competitor business. In the event BUYER executes a separate non-disclosure/confidentiality agreement the terms of that agreement control.

***POST-SIGNING, the buyers will have full and complete ability to announce the Purchase and expose the name of said business and publicly disclose this agreement***.

13.2.                PRE-CLOSING: BUYER agrees not to visit business premises, or communicate in any way with SELLER's employees, agents, or customers prior to closing without SELLER's prior written approval.

13.3.                BUYER MAY FORM NEW ENTITY: BUYER may elect to form a corporation or a limited liability company after this Agreement has been executed. The original BUYER shall cause the corporation or the limited liability company to ratify all of the terms and conditions of this Agreement. In such event, the new entity shall become BUYER.

13.4.                BUYER WARRANTIES: BUYER represents and warrants that the sole purpose of requesting and receiving information on the Business is to perform a due diligence investigation relating to the purchase or merger and/or acquisition, and none other, and BUYER knows that SELLER and BROKER are relying upon such representations in disclosing the Confidential Information to BUYER. BUYER further warrants that it is financially capable of purchasing the Business, has not filed for an undisclosed bankruptcy, and has not been convicted of any felony or crime.

13.5.                BUYER'S ACKNOWLEDGMENT: BUYER hereby acknowledges that BUYER is relying solely on BUYER's own inspection of the Business and the representations of SELLER regarding the Business operating history, the value of the Assets being purchased and all other material facts. BROKER(s) neither represented nor warranted the accuracy of any facts, figures, books, records, memoranda, financial information, or data of any kind, concerning the operations of SELLER. BROKER has not conducted any independent investigation whatsoever of the Business or the information provided to BROKER by SELLER. Moreover, BUYER acknowledges that BROKER has not verified any of the representations made by SELLER.

13.6.                BUYER'S FAILURE TO CLOSE: In the event BUYER willfully fails or refuses to complete the purchase pursuant to this Agreement with no fault on SELLER'S part, BUYER authorizes and agrees that fifty (50%) percent of all deposits listed in paragraphs 2.1 and/or 2.2 made by BUYER shall be paid to SELLER as liquidated damages, with the remaining fifty (50%) paid to BROKER also as liquidated damages, upon demand.

14.          CONTRACT PERFORMANCE

14.1.                AUTHORITY:

(a)           BUYER and SELLER have full authority to enter into this Agreement and to conclude the transaction described herein.

(b)           Neither BUYER nor SELLER is a party to any agreement that shall prevent either BUYER or SELLER from concluding this transaction; nor is any consent required from any third party.

(c)           The execution, delivery and performance of this Agreement shall not constitute a violation of SELLER's Articles of Incorporation if a corporation or SELLER's Articles of Organization if a Limited Liability Company or the entity's by-laws.

14.2.                ESCROW DEPOSITS: Escrow Agent shall hold deposits in an escrow/trust account, which will not bear interest and, subject to clearance, dispense deposits in accordance with the terms of this Agreement. In the event of a dispute between BUYER, SELLER and/or BROKER, which may involve funds held in escrow/trust by Escrow Agent, all parties shall agree to be bound under terms of Paragraph 14.8 hereunder. The parties acknowledge that the Escrow Agent undertakes to perform only those duties as are expressly set forth in this agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent may act in reliance on any writing or instrument or signature that it, in good faith, believes to be genuine, may assume the validity or accuracy of any statement or assertion contained in the writing or instrument, and may assume that any person purporting to give any writing, Notice, or instructions in connection with the provisions hereof has been duly authorized to do so. SELLER and BUYER jointly and severally agree to indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, lawsuits, or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature, that it may incur, or with which it may be threatened, by reason of its acting as Escrow Agent, against any and all expense, including reasonable attorneys' fees and the cost of any action, lawsuit, or proceeding, or the resistance of any claim. If the parties disagree about the rights and obligations of, or the propriety of any action contemplated by, the Escrow Agent, the Escrow Agent in its sole discretion may file an action of interpleader or for a declaratory judgment or any other action as it deems necessary to resolve the disagreement and retains the right to use said escrowed/trust funds to offset any cost or expenses incurred in the discharging of its duties and the filing of such action of interpleader or for declaratory judgment. The Escrow Agent shall be indemnified for all costs, including reasonable attorneys' fees, in connection with any of the above actions, and shall be fully protected in suspending all or a part of its activities under this Agreement until a final judgment in the action is received. Upon notifying all parties concerned of such judgment, all liability on the part of the Escrow Agent shall fully terminate once the Escrow Agent accounts for any items previously delivered out of escrow/trust.

14.3.                LEGAL ADVICE: The parties acknowledge that they are aware of their right to employ legal counsel and that it is advisable to do so. SELLER AND BUYER hereby release BROKER, its agents, and associates from any and all suits, actions, proceedings, claims, and demands by either party made which resulted in any loss occasioned by reason of either party's failure to obtain separate legal counsel and advice.

14.4.                NON-COMPETE: Check which is appropriate:

[X] BUYER, SELLER, and SELLER'S directors, officers, managing members, managers, and principals shall enter into a written valid non-compete agreement protecting the legitimate business interests associated with or conveyed in this transaction. The non-compete shall comport in all respects with state of    FL    Statutes. BUYER and SELLER agree that the non-compete shall have a term of

Twelve (12) months and shall be enforced within a radius of       fifty      (50) miles from the business Premises. The Parties further agree that the Non-Compete Agreement shall contain a non-solicitation of customers and employees.

This paragraph 14.4 shall survive the Closing.

-OR-

[___] BUYER and SELLER shall NOT enter in to a non-compete agreement.

14.5.                BUYER & SELLER ACKNOWLEDGEMENTS/HOLD HARMLESS: BUYER and SELLER hereby acknowledge that in view of the important legal and financial aspects and complexity of the transaction, that they were advised by BROKER, to obtain the appropriate counsel from legal, accounting, and other professionals concerning the transaction. BUYER and SELLER each acknowledge that neither BROKER nor any of BROKER's agents, employees, officers, directors, shareholders, co-BROKERs, independent contractors and affiliates, made any representations or warranties regarding any facts regarding the Business being sold, any legal issues, aspects or ramifications connected with the Agreement, or any representations or warranties to either BUYER or SELLER concerning the financial condition of the Business, or any matter relating to either BUYER or SELLER. BROKER has made no independent investigation or verification of any representations, warranties, documents, or pieces of information presented by either BUYER or SELLER. Both BUYER and SELLER have either done their own independent investigation with respect to such items or were advised by BROKER to do so. BUYER and SELLER agree that BROKER is hereby released, indemnified, and held harmless under any agreement connected with the purchase of the Business described above. BROKER shall not be liable or responsible for and the BUYER and SELLER hereby indemnify and hold BROKER harmless from and against any and all claims and damages, including all costs and expenses, and reasonable attorney's fees at all levels of any kind that were made or could have been made relating to the above-referenced purchase, including BROKER's referral, recommendation or retention of any vendor or professional on behalf of a party, except for BROKER's intentionally wrongful or grossly negligent acts.

14.6.                BROKER'S DISCLAIMER: SELLER and BUYER acknowledge and agree that BROKER is a transactional agent and does not represent either BUYER or SELLER in a fiduciary capacity or as a single agent. The parties acknowledge and agree that all information concerning SELLER'S Business, Assets, and Premises, whether furnished before or after the execution of this Agreement, was and is supplied by SELLER to BUYER. BROKER has not made, nor does BROKER make any warranty or representation as to the genuineness, accuracy, and truthfulness of any and all information of the business, notwithstanding the fact that any such information may have been delivered by BROKER to BUYER and/or BUYER'S representatives, it being understood that in so doing, BROKER has acted merely as a conduit for the information between SELLER and BUYER.

14.7.                ATTORNEYS' FEES: In the event any party retains legal counsel to enforce the terms of this Agreement, whether or not any action or proceeding is commenced, the prevailing party shall be entitled to be reimbursed for all reasonable attorneys' fees and court costs and all expenses even if not taxable court costs (including, without limitation, all such fees, costs, and expenses incident to arbitration, appellate, bankruptcy, and post-judgment proceedings), incurred in that action or proceeding or any appeal, in addition to any other relief to which the party or parties may be entitled. Attorneys' fees include legal assistant fees, expert witness fees, investigative fees, administrative costs, and all other charges billed by the attorney.

14.8.                DISPUTES BETWEEN SELLER AND BUYER: In the event any dispute arises under this Agreement between SELLER and BUYER resulting in BROKER being made a party to any action or proceeding, judicial or administrative, SELLER and BUYER, jointly and severally, agree to indemnify BROKER for all reasonable attorney's fees and costs incurred as a result of BROKER having been made a party to such action or proceeding, provided a judgment is not rendered stating that BROKER acted improperly regarding such dispute. All of BROKER'S reasonable attorney's fees, costs and interest at the highest rate allowed by law incurred shall be shared equally between SELLER and BUYER, unless the decision of the Court or other tribunal determines that BROKER was improperly or needlessly made a party solely as a result of the actions of either SELLER or BUYER, in which case such party shall immediately thereafter pay and satisfy all of BROKER'S reasonable attorney's fees and costs incurred.

14.9.                GOVERNING LAW/JURISDICTION/JURY TRIAL WAIVER: The laws of the State of Florida (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance, and enforcement. Any Party bringing a legal action or proceeding against any other Party arising out of or relating to this Agreement shall bring the legal action or proceeding in the County of Orange, state of Florida. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

14.10.              FEES TO BROKER: SELLER acknowledges that BROKER has earned a fee as provided for in a separate Marketing and/or Listing Agreement between SELLER and BROKER, which fee shall be fully paid and satisfied at Closing, and for such limited purpose only, BROKER shall be considered a third-party beneficiary hereunder. In the event SELLER refuses or is unable to close this transaction by reason of SELLER'S default, SELLER shall be liable for and agrees to pay the full agreed fee to BROKER upon demand.

14.11.              AMENDMENTS AND FURTHER COOPERATION: This Agreement may be amended at any time whether typewritten, handwritten or through attached rider or addendum if initialed or executed by both SELLER and BUYER; however, no such amendment shall affect BROKER'S interest unless the BROKER joins in the execution of any such amendment. SELLER and BUYER agree to take whatever action may be necessary to carry out the terms of this Agreement following Closing. Typewritten or handwritten provisions placed into this Agreement and acknowledged by the parties by their initials, shall control all printed provisions in conflict with this Agreement.

14.12.              ENTIRE AGREEMENT: This Agreement (as amended) constitutes the entire agreement between the parties and supersedes all prior negotiations, preliminary agreements, and all prior and discussions and understandings, and shall not be modified except in writing executed by the parties.

14.13.              BINDING EFFECT: This contract shall bind and inure to the benefit of successors, assigns, personal representatives, heirs, and legatees of the parties.

14.14.              NOTICE AND CAPTIONS: all Notice required to be given under this Agreement must be in writing, signed in person or through electronic signature by the party to be charged or by such party's attorney, and delivered preferably by electronic mail or otherwise in person, by USPS, UPS, or similar shipper to the other party and to BROKER. All captions and paragraph headlines in this Agreement are for reference purposes only, and are not intended to define, interpret, or limit the provisions thereof.

The parties to this Agreement may change their addresses for Notice by notifying the other parties in the manner provided in this Section 14.14 An electronically transmitted copy of this Agreement, and any signatures thereon, shall be considered the same as an original.

15.           WIRE TRANSFERS: BROKER WILL NEVER REQUEST OR SEND WIRE INSTRUCTIONS BY ELECTRONIC MAIL AND BUYER ACKNOWLEDGES AND AGREES TO VERBALLY VERIFY ACCOUNT INFORMATION DIRECTLY FROM ANY ESCROW AGENT AND NOT RELY ON ACCOUNT OR CONTACT INFORMATION OBTAINED VIA EMAIL WITHOUT VERBALLY CONFIRMING THE ACCURACY OF SUCH INFORMATION.

16.           SURVIVABILITY: The parties hereto acknowledge and agree that this Contract, including all covenants, representations, warranties, and agreements, shall survive the Closing Date of this transaction.

17.           FORCE MAJEURE: BUYER or SELLER shall not be required to perform any obligation under this Contract or be liable to each other for damages so long as performance or non-performance of the obligation, or the availability of services, insurance or required approvals essential to Closing, is disrupted, delayed, caused, or prevented by Force Majeure. "Force Majeure" means hurricanes, floods, extreme weather, earthquakes, fire, or other acts of God, unusual transportation delays, or wars, insurrections, or acts of terrorism, or pandemic, epidemic, or COVID-19, which, by exercise of reasonable diligent effort, the non-performing party is unable in whole or in part to prevent or overcome. The "Force Majeure" may cause travel restrictions, self-imposed and/or governmental required isolations, potential closures of offices and institutions required to perform due diligence, fund and close. All time periods, including Closing, will be extended for a reasonable amount of time after the Force Majeure no longer prevents performance under this Agreement, provided, however, if such Force Majeure continues to prevent performance under this Agreement more than one hundred and eighty (180) days beyond the Closing Date, then the parties may agree in writing to extend the appropriate time periods or either BUYER or SELLER may terminate this Agreement at their sole discretion by delivering Notice to the other and any deposits shall be returned immediately to the BUYER, thereby releasing BUYER and SELLER from any further obligations to one another.

18.           RIDERS: BUYER and SELLER acknowledge that there is

[] no RIDER attached to this Agreement.

[X] a RIDER attached to this Agreement that is signed by the parties and made a part hereof.

19.          ADDITIONAL CONTINGENCY SELECTIONS

CHOOSE ALL THAT APPLY

20.          VISA

[X] This Agreement IS NOT contingent on BUYER obtaining a visa.

[__] This Agreement IS contingent on BUYER obtaining a visa.

If BUYER's purchase is subject to a visa contingency, then BUYER shall have until                                  (insert date) at 5:00 pm EST (visa contingency period) to either obtain the visa and complete the closing of the transaction, waive the visa contingency and complete the closing of the transaction, or terminate the Agreement in writing provided to SELLER and BROKER prior during the visa contingency period. If BUYER defaults in the above requirements, SELLER shall have the right to terminate the Agreement. It is understood by BUYER and SELLER that the transaction may need to close in escrow to meet the requirements of the visa. In such event, the transaction will close in escrow/trust and SELLER will continue in operation of the Business during the escrow/trust period.

21.          LICENSURE

[X] This Agreement IS NOT contingent on BUYER obtaining licensure.

[___] This Agreement IS contingent on BUYER obtaining a                                             license.

If BUYER's purchase is subject to a contingency that BUYER obtain a license as a condition of closing, then BUYER shall have until            N/A             (insert date) at 5:00 pm EST (licensure contingency period) to either obtain the license and complete the closing of the transaction, waive the licensure contingency and complete the closing of the transaction, or terminate the Agreement in writing provided to SELLER and BROKER during the licensure contingency period. If BUYER defaults in the above requirements, SELLER shall have the right to terminate the Agreement.

22.          FRANCHISOR APPROVAL

[X] This Agreement IS NOT contingent on BUYER obtaining a franchisor approval.

[___] This Agreement IS contingent on BUYER obtaining a franchisor approval.

If BUYER's purchase is subject to a contingency that BUYER obtain approval of a franchisor as a condition of closing, then BUYER shall have until            N/A             (insert date) at 5:00 pm EST (franchisor approval contingency period) to either obtain the franchisor approval and complete the closing of the transaction, waive the franchisor approval contingency and complete the closing of the transaction, or terminate the Agreement in writing provided to SELLER and BROKER during the franchise approval contingency period. If BUYER defaults in the above requirements, SELLER shall have the right to terminate the Agreement.

23.          OFFER AND ACCEPTANCE

OFFERED and DATED as of         8-29-22        

BUYER offers and agrees to purchase the above-described business assets in accordance with this agreement.

SELLER accepts BUYER's offer and agrees to sell the above-described business assets accordance with this agreement.

ACCEPTED and DATED as of         8-30-22        

RIDER:

NO SHOP clause: In consideration of the expenses that BUYER has incurred and will incur in connection with this Offer, SELLER agrees that until the earlier of September 15, 2022 and the termination or expiration of this Agreement in accordance with its terms (such period, the "Exclusivity Period"), neither SELLER or any of its representatives, officers, employees, directors, agents, stockholders, members, managers, subsidiaries or affiliates (collectively, the "Seller Group") shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer from any person or group of persons other than BUYER and its affiliates (an "Acquisition Proposal") to acquire all or any significant part of the business and properties, capital stock or capital stock equivalents of SELLER, whether by merger, purchase of stock, purchase of assets, tender offer or otherwise, or provide any non-public information to any third party in connection with an Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the transaction with BUYER. SELLER agrees to immediately notify BUYER if any member of the Seller Group receives any indications of interest, requests for information or offers in respect of an Acquisition Proposal and will communicate to BUYER in reasonable detail the terms of any such indication, request or offer. SELLER shall, and shall cause the Seller Group to, terminate any and all existing discussions or negotiations with any person or group of persons other than BUYER and its affiliates regarding an Acquisition Proposal. SELLER represents that no member of the Seller Group is party to or bound by any agreement with respect to an Acquisition Proposal other than under this Agreement.

Short Term Billing clause: All billing will continue to go out under the Sellers Tax ID until buyer receives their own Medicare registration number. As well as other minor contracts such as UHC, Aetna, Cigna/Ash, VACCN & TriCare. Upon receipt of a complete and approved application, Medicare will assign an effective date for billing under the Buyers new entity. This will be the date that billing will cease under the Sellers tax id.

Promptly after receipt of any such reimbursements or payments to Seller, Seller shall transfer all such amounts to Buyer or as designated by Buyer.

  /s/ Leah Dearman /s/ Burke Dearman Seller signature

  /s/ Rich Russo Jr.                                  Buyer signature

Exhibit 10.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS.

_______________________________

BIONIK LABORATORIES CORP.

SECURED CONVERTIBLE PROMISSORY NOTE

Bionik Laboratories Corp., a Delaware corporation (the “Company”), for value received, hereby promises to pay to GD HOLDING or its permitted assigns or successors (the “Holder”), the principal amount of Two Hundred Fifty Thousand Dollars (US$250,000) (the “Principal Amount”), without demand, on the Maturity Date (as hereinafter defined), together with any accrued and unpaid interest due thereon. This Note shall bear interest at a fixed rate of 1% per month, beginning on the Issue Date. Interest shall be computed based on a 360-day year of twelve 30-day months and shall be payable, along with the Principal Amount, on the Maturity Date. Except as set forth in Section 3.1, payment of all principal and interest due shall be in such coin or currency of the United States of America as shall be legal tender for the payment of public and private debts at the time of payment.

This Note is the Secured Note referred to in the Collateral Pledge Agreement entered into as of the Issue Date by and between the Company and the Holder (the “Pledge Agreement”), and is subject to the terms of the Pledge Agreement. This Note is secured, among other things, by the Pledge Agreement and by any other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements that may subsequently be given for good and valuable consideration as security for this Note.

1.            Definitions.

1.1            Definitions. The terms defined in this Section 1 whenever used in this Note shall have the respective meanings hereinafter specified.

“Common Stock” means the common stock, par value $0.001 per share, of the Company.

“Conversion Date” shall mean the date, if any, of the conversion of this Note into Conversion Shares, as provided in Section 3.1.

“Conversion Shares” means the New Round Stock or Common Stock, as applicable, issued or issuable to the Holder pursuant to Article 3.

“Event of Default” shall have the meaning set forth in Section 5.1.

“Holder” or “Holders” means the person named above or any Person who shall thereafter become a recordholder of this Note in accordance with the terms hereof.

“Issue Date” means the issue date stated above.

“Maturity Date” shall mean the two (2) year anniversary of the Issue Date.

“Note” means this Convertible Note, as amended, modified or restated.

“New Round Stock” means, the securities (or units of securities if more than one security are sold as a unit) issued by the Company in one or more tranches in the context of the Qualified Financing.

“Person” means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization or any government, governmental department or agency or political subdivision thereof.

“Qualified Financing” means the next equity or equity linked round of financing of the Company for cash proceeds.

“Securities Act” means the United States Securities Act of 1933, as amended.

2.            GENERAL PROVISIONS.

2.1            Loss, Theft, Destruction of Note. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Note, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like tenor and unpaid principal amount dated as of the date hereof. This Note shall be held and owned upon the express condition that the provisions of this Section 2.1 are exclusive with respect to the replacement of a mutilated, destroyed, lost or stolen Note and shall preclude any and all other rights and remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable instruments or other securities without their surrender.

2.2            Prepayment; Redemption. This Note may not be prepaid by the Company in whole or in part, except with the prior written consent of the Holder. This Note may not be redeemed by the Company in whole or in part, except with the prior written consent of the Holder.

3.            CONVERSION OF NOTE.

3.1            Conversion.

(a)            Conversion upon Maturity Date. On the Maturity Date without any action on the part of the Holder, the outstanding principal and accrued and unpaid interest under the Notes will be converted into shares of Common Stock at a conversion price equal to the closing price of the Common Stock on the Maturity Date.

(b)            Conversion upon a Qualified Financing. Upon the consummation of a Qualified Financing, without any action on the part of the Holder, the outstanding principal and accrued and unpaid interest under the Note will be converted into shares of New Round Stock based upon the issuance (or conversion) price of New Round Stock.

(c)            Cancellation. Upon and as of the Maturity Date or Conversion Date, as applicable, this Note will be cancelled on the books and records of the Company and shall solely represent the right to receive the Conversion Shares.

3.2            Delivery of Securities Upon Conversion.

(a)            As soon as is practicable after the Maturity Date or Conversion Date, as applicable, the Company shall deliver to the Holder a certificate or certificates evidencing the Conversion Shares issuable to the Holder.

(b)            The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the Holder for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of securities. Upon conversion of this Note, the Company shall take all such actions as are necessary in order to ensure that the Conversion Shares so issued upon such conversion shall be validly issued, fully paid and nonassessable.

3.3            Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon conversion of this Note. If any conversion of this Note would create a fractional share or a right to acquire a fractional share, the Company shall round to the nearest whole number.

4.            STATUS; RESTRICTIONS ON TRANSFER.

4.1            Status of Note. This Note is a direct, general and unconditional obligation of the Company, and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. This Note does not confer upon the Holder any right to vote or to consent or to receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder, prior to conversion hereof into Conversion Shares.

4.2            Restrictions on Transferability. This Note and any Conversion Shares issued with respect to this Note, have not been registered under the Securities Act, or under any state securities or so-called “blue sky laws,” and may not be offered, sold, transferred, hypothecated or otherwise assigned except (a) pursuant to a registration statement with respect to such securities which is effective under the Act or (b) upon receipt from counsel satisfactory to the Company of an opinion, which opinion is satisfactory in form and substance to the Company, to the effect that such securities may be offered, sold, transferred, hypothecated or otherwise assigned (i) pursuant to an available exemption from registration under the Act and (ii) in accordance with all applicable state securities and so-called “blue sky laws.” The Holder agrees to be bound by such restrictions on transfer. The Holder further consents that the certificates representing the Conversion Shares that may be issued with respect to this Note may bear a restrictive legend to such effect.

5.            REMEDIES.

5.1            Events of Default. “Event of Default” wherever used herein means any one of the following events:

(a)            The Company shall fail to issue and deliver the Conversion Shares in accordance with Section 3;

(b)            Default in the due and punctual payment of the principal of, or any other amount owing in respect of (including interest), this Note when and as the same shall become due and payable;

(c)            Default in the performance or observance of any covenant or agreement of the Company in this Note (other than a covenant or agreement a default in the performance of which is specifically provided for elsewhere in this Section 5.1), and the continuance of such default for a period of 10 days after there has been given to the Company by the Holder a written notice specifying such default and requiring it to be remedied;

(d)            The entry of a decree or order by a court having jurisdiction adjudging the Company as bankrupt or insolvent; or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the Federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 calendar days;

(e)            The institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors;

(f)            The Company seeks the appointment of a statutory manager or proposes in writing or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or any group or class thereof or files a petition for suspension of payments or other relief of debtors or a moratorium or statutory management is agreed or declared in respect of or affecting all or any material part of the indebtedness of the Company;

(g)            It becomes unlawful for the Company to perform or comply with its obligations under this Note; or

(h)            The Company institutes or implements, or the Board of Directors of the Company votes to institute or implement, a plan to (i) wind down the Company’s operations or divest all or substantially all of the Company’s assets or (ii) wind down the operations of any business owned directly or indirectly by the Company of which the acquisition thereof was funded with some or all of the Principal Amount, or divest all or substantially all of such business’ assets.

5.2            Effects of Default. If an Event of Default occurs and is continuing, then and in every such case the Holder may declare this Note to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration, the Company shall pay to the Holder the outstanding principal amount of this Note plus all accrued and unpaid interest through the date the Note is paid in full. Holder shall further have the right to exercise any and all rights and remedies provided for herein, under the Pledge Agreement, under the Uniform Commercial Code and at law or equity generally.

5.3            Remedies Not Waived; Exercise of Remedies. No course of dealing between the Company and the Holder or any delay in exercising any rights hereunder shall operate as a waiver by the Holder. No failure or delay by the Holder in exercising any right, power or privilege under this Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

6.            MISCELLANEOUS.

6.1            Severability. If any provision of this Note shall be held to be invalid or unenforceable, in whole or in part, neither the validity nor the enforceability of the remainder hereof shall in any way be affected.

6.2            Notice. Where this Note provides for notice of any event, such notice shall be given (unless otherwise herein expressly provided) in writing and either (a) delivered personally, (b) sent by certified, registered or express mail, postage prepaid or (c) sent by facsimile or other electronic transmission, and shall be deemed given when so delivered personally, sent by facsimile or other electronic transmission (confirmed in writing) or mailed. Notices shall be addressed, if to Holder, to its address as provided to the Company from time to time or, if to the Company, to its principal office.

6.3            Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to any conflicts or choice of law provisions that would cause the application of the domestic substantive laws of any other jurisdiction).

6.4            Forum. The Holder and the Company hereby agree that any dispute which may arise out of or in connection with this Note shall be adjudicated before a court of competent jurisdiction in the State of Delaware and they hereby submit to the exclusive jurisdiction of the courts of the State of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, with respect to any action or legal proceeding commenced by either of them and hereby irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum.

6.5            Headings. The headings of the Articles and Sections of this Note are inserted for convenience only and do not constitute a part of this Note.

6.6            Amendments. This Note may be amended or waived only with the written consent of the Company and the Holder.

6.7            No Recourse Against Others. The obligations of the Company under this Note are solely obligations of the Company and no officer, employee or stockholder shall be liable for any failure by the Company to pay amounts on this Note when due or perform any other obligation.

6.8            Assignment; Binding Effect. This Note may not be assigned by the Company without the prior written consent of the Holder. This Note shall be binding upon and inure to the benefit of both parties hereto and their respective permitted successors and assigns.

Signature on the Following Page

In Witness Whereof, the Company has caused this Note to be signed by its duly authorized officer on the date hereinabove written.

Signature Page to Convertible Promissory Note

Exhibit 10.3

COLLATERAL PLEDGE AGREEMENT

THIS COLLATERAL PLEDGE AGREEMENT (this “Agreement”), dated and effective as of the Effective Date, is by Bionik Laboratories Corp., a Delaware corporation with an address at 80 Coolidge Hill Road, Watertown, MA 02472 (the “Parent”) and Bionik Inc., a Massachusetts corporation and the wholly-owned subsidiary of the Parent (the “Pledgor”), in favor of GD HOLDING (the “Lender”). The Lender and its successors and assigns are herein referred to from time to time as the “Secured Parties”.

W I T N E S S E T H:

WHEREAS, the Parent is the sole shareholder of the Pledgor, and the Pledgor is the sole member of Tower Aquatic LLC, a Delaware limited liability company (the “Company”), as set forth on Schedule I hereto and as reflected in the Limited Liability Company Operating Agreement of the Company dated August 23, 2022 (the “Operating Agreement”); and

WHEREAS, the Lender and the Parent, as the borrower thereunder (as such, “Borrower”) have entered into that certain Secured Promissory Note, dated as of the date hereof (as amended or modified from time to time, the “Note”); and

WHEREAS, the obligations of the Lender to make the Loan to the Borrower are subject to the conditions, among others, that the Company and the Pledgor shall execute and deliver this Agreement and grant the pledge and security interest hereinafter described; and

WHEREAS, the Parent intends to use the Note proceeds for the acquisition of certain assets and related costs and expenses through the Company, and accordingly it is in the best interests of the Pledgor and the Parent as the sole shareholder of the Pledgor that the Pledgor enter into this Agreement.

NOW, THEREFORE, in consideration of the willingness of the Lender or its assigns to be the Holder under the Note and of the Lender to agree, subject to the terms and conditions set forth therein, to make the Loan to the Borrower, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is hereby agreed as follows:

1.            Defined Terms. Except as otherwise expressly defined herein, all capitalized terms shall have the meanings ascribed to them in the Note.

2.            Security Interest. The Pledgor hereby pledges to the Lender for itself and for the benefit of the Secured Parties the entire membership interest in the Company held by Pledgor, as set forth on Schedule I hereto (the “Pledged Collateral”) (and hereby delivers to the Lender all certificates representing the Pledged Collateral, if any, together with appropriate powers duly endorsed in blank), and, to the extent such collateral is not certificated, the appropriate assignment and control documents, and the Pledgor hereby grants to the Lender for itself and for the benefit of the Secured Parties a security interest in all of the Pledged Collateral as security for the due and punctual payment and performance of the Secured Obligations described in Section 3 hereof.

3.            Secured Obligations. The security interest hereby granted shall secure the due and punctual payment and performance of the liabilities and obligations of the Borrower set forth in the Note (herein called the “Secured Obligations”).

4.            Special Warranties and Covenants of the Pledgor. The Pledgor hereby warrants and covenants to the Secured Parties with respect to the Pledged Collateral for which it is the “Pledgor,” that:

(a)            The Pledgor has such title to the Pledged Collateral as it received by operation of the Operating Agreement, free and clear of all Liens, except as expressly set forth in or permitted under the Note.

(b)            To the knowledge of the Pledgor, the Pledged Collateral constitutes the amount and percentage of the issued and outstanding membership interests of the Company, as set forth on Schedule I.

(c)            The Pledgor will not sell, convey or otherwise dispose of any of the Pledged Collateral, nor will the Pledgor create, incur or permit to exist any Lien with respect to any of the Pledged Collateral or the proceeds thereof, other than Liens with respect to the Pledged Collateral created hereby or Liens which are otherwise specifically permitted, if at all, under the Note.

5.            Distributions. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to exercise as the Pledgor shall deem fit, but in a manner not inconsistent with the terms hereof or of the Secured Obligations, all the voting power and other voting rights with respect to the Pledged Collateral. In addition, unless and until an Event of Default occurs, Pledgor shall be entitled to collect and receive for its own use all cash distributions paid in respect of the Pledged Collateral to the extent not in violation of the Note or the Operating Agreement as in effect from time to time.

6.            Rights and Remedies of the Secured Parties. Upon the occurrence and during the continuance of any Event of Default, the Secured Parties shall have the following rights and remedies:

(a)            All rights and remedies provided by law, including, without limitation, those provided by the Uniform Commercial Code as in effect in the State of Delaware (the “Uniform Commercial Code”);

(b)            All rights and remedies provided in this Agreement; and

(c)            All rights and remedies provided in the Note, or in any other agreement, document or instrument pertaining to the Secured Obligations.

7.            Right to Transfer into Name of the Lender, etc. Upon the occurrence and during the continuance of an Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Lender may cause all or any of the Pledged Collateral (including economic or other specific rights thereunder to the exclusion of full membership interests or voting rights) to be transferred into its name or into the name of its nominee or nominees (such transfer, a “Transfer”).

8.            Right of the Lender to Exercise Voting Power, etc. Upon the occurrence and during the continuance of an Event of Default and following a Transfer, if permitted by applicable law in each case, the Lender for the benefit of the Secured Parties shall be entitled to exercise the voting power with respect to the Pledged Collateral, to receive and retain, as collateral security for the Secured Obligations, any and all dividends or other distributions at any time and from time to time declared or made upon any of the Pledged Collateral, and/or to exercise any and all rights of payment, conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Collateral (which may be limited to economic or other specific rights thereunder to the exclusion of full membership interests or voting rights) upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Company or, upon the exercise of any such right, privilege or option pertaining to the Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine, all without liability except to account for property actually received, but the Lender shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

9.            Right of the Lender to Dispose of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, if permitted by applicable law in each case, the Lender shall have the right at any time or times thereafter to sell, resell, assign and deliver all or any of the Pledged Collateral (which may be limited to economic or other specific rights thereunder to the exclusion of full membership interests or voting rights) in one or more parcels at any exchange or broker’s board or at public or private sale. The Lender will give the Pledgor at least ten (10) days’ prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition of any of the Pledged Collateral is to be made. Any such notice shall be deemed to meet any requirement hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification be given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Pledgor. All such sales shall be at commercially reasonable price or prices and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales, to the extent permitted by law, the Secured Parties may purchase any or all of the Pledged Collateral to be sold thereat upon such terms as the Lender may deem best. Upon any such sale or sales the Pledged Collateral so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity of redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Pledgor. In the event any consent, approval or authorization of any governmental agency will be necessary to effectuate any such sale or sales, the Pledgor shall execute, and hereby agrees to cause the Company to execute, all such applications or other instruments as may be required.

The Pledgor recognizes that the Lender may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”) or otherwise but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Collateral for its own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Collateral were sold at public sales without such restrictions, and that the Lender has no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit such Pledged Collateral to be registered for public sale under the Securities Act. The Pledgor agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been made under the foregoing circumstances.

In the event that Lender or the Secured Parties shall exercise its or their remedies under this Agreement then (a) such remedies shall be strictly limited to foreclosure on the Pledged Collateral under this Agreement and (b) in no event shall Pledgor be liable for, nor shall the Lender or the Secured Parties seek or claim, any deficiency remaining under the Note after such foreclosure, the Lender and the Secured Parties expressly acknowledging and agreeing that its and their sole recourse for repayment of the amounts owning under the Note in the event that it or they exercise its or their remedies under this Agreement shall be to the Pledged Collateral.

10.            Collection of Amounts Payable on Account of Pledged Collateral, etc. Upon the occurrence and during the continuance of any Event of Default, the Lender may, but without obligation to do so, demand, sue for and/or collect any money or property at any time due, payable or receivable, to which it may be entitled hereunder, on account of, or in exchange for, any of the Pledged Collateral and shall have the right, for and in the name, place and stead of the Pledgor, to execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral.

11.            Care of Pledged Collateral in the Lender’s Possession. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Lender shall have no duty or liability to collect any sums due in respect thereof or to protect or preserve rights pertaining thereto, and shall be relieved of all responsibility for the Pledged Collateral upon surrendering the same to the Pledgor.

12.            Proceeds of Collateral. By way of enlargement and not by way of limitation of the rights of the Lender under applicable law or the Note, the Lender shall receive and apply the proceeds of any sale or sales of the Pledged Collateral, together with any other additional collateral security at the time received and held hereunder, to the Secured Obligations (including, without limitation, the Loans) in accordance with the terms of the Note.

13.            Note. Notwithstanding any other provision of this Agreement, the rights of the parties hereunder are subject to the provisions of the Note, including the provisions thereof pertaining to the rights and responsibilities of the Lender. In the event that any provision of this Agreement is in conflict with the terms of the Note, the Note shall control. Unless the context shall otherwise clearly indicate, the terms “Secured Party” and “Secured Parties” as used herein shall be deemed to include the Lender acting on behalf of the Secured Parties pursuant to the Note.

14.            Waivers, Etc. The Parent and the Pledgor each hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Pledged Collateral; consents to and waives notice of the granting of renewals, extensions of time for payment or other indulgences to the Company or to any third party, or substitution, release or surrender of any collateral security for any Secured Obligation, the addition or release of Persons primarily or secondarily liable on any Secured Obligation or on any collateral security for any Secured Obligation, the acceptance of partial payments on any Secured Obligation or on any collateral security for any Secured Obligation and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Parent and the Pledgor each further waives any right it may have under the laws of the State of Delaware, under the laws of any state in which any of the Pledged Collateral may be located or which may govern the Pledged Collateral, or under the laws of the United States of America, to notice (other than any requirement of notice provided herein or in any other Loan Documents) or to a judicial hearing prior to the exercise of any right or remedy provided by this Agreement to the Lender or the Secured Parties and waives its rights, if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. The Parent’s and/or the Pledgor’s waiver under this Section have been made voluntarily, intelligently and knowingly and after the Parent and/or the Pledgor, as the case may be, has been apprised and counseled by its attorneys as to the nature thereof and its possible alternative rights.

15.            Termination; Assignment, Etc. When all the Secured Obligations have been paid in full and have been terminated, this Agreement and the security interest in the Pledged Collateral created hereby shall terminate. No waiver by the Lender or by any other holder of Secured Obligations of any default shall be effective unless in writing nor shall any such waiver operate as a waiver of any other default or of the same default on a future occasion. In the event of a sale or assignment by any Secured Party of all or any of the Secured Obligations held by it, any Secured Party may assign or transfer its rights and interest under this Agreement in whole or in part to the purchaser or purchasers of such Secured Obligations, whereupon such purchaser or purchasers shall become vested with all of the powers and rights of a Secured Party hereunder.

16.            Reinstatement. Notwithstanding the provisions of Section 16, this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any amount received by any Secured Party in respect of the Secured Obligations is rescinded or must otherwise be restored or returned by any such Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company, the Parent, the Pledgor or upon the appointment of any intervener or conservator of, or trustee or similar official for, the Company, the Parent or the Pledgor, or any substantial part of their respective properties, or otherwise, all as though such payments had not been made.

17.            Governmental Approvals, etc. Upon the exercise by the Lender of any power, right, privilege or remedy pursuant to this Agreement which requires any consent, approval, qualification or authorization of any governmental authority or instrumentality, the Parent and the Pledgor will execute and deliver, or to the extent that it is within the Parent’s or the Pledgor’s power so to do, will cause the execution and delivery of, all applications, certificates, instruments and other documents and papers that the Lender or any Secured Party may be required to obtain for such governmental consent, approval, qualification or authorization (provided, that neither the Parent nor the Pledgor shall be required to incur any expense in so doing).

18.            Restrictions on Transfer, etc. To the extent that any restrictions imposed by the charter or Operating Agreement of the Company or any other document or instrument would in any way affect or impair the pledge of the Pledged Collateral hereunder or the exercise by the Lender of any right granted hereunder, including, without limitation, the right of the Lender to dispose of the Pledged Collateral upon the occurrence and during the continuance of any Event of Default, the Company and the Pledgor each hereby waives such restrictions to the extent permitted by applicable securities laws, and represents and warrants that it has caused the Company to take all necessary action to waive such restrictions, and the Parent and the Pledgor each hereby agrees that it will take any further action which the Lender may reasonably request in order that the Lender may obtain and enjoy the full rights and benefits granted to the Lender by this Agreement free of any such restrictions (provided, that neither the Parent nor the Pledgor shall be required to incur any expense in so doing).

19.            Miscellaneous. This Agreement shall inure to the benefit of and be binding upon the Lender, the Parent, the Secured Parties and the Pledgor and their respective successors and assigns, and the term “Secured Parties” shall be deemed to include any other holder or holders of any of the Secured Obligations. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

20.            Governing Law; Choice of Forum; Service of Process. THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF DELAWARE; PROVIDED THAT THE LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

EACH PARTY HEREBY IRREVOCABLY CONSENTS AND AGREES THAT ANY ACTION OR PROCEEDING BROUGHT UNDER THIS AGREEMENT SHALL BE BROUGHT ONLY IN A DELAWARE STATE OR FEDERAL STATE COURT SITTING IN NEW CASTLE COUNTY, DELAWARE; AND EACH PARTY SUBMITS TO THE PERSONAL JURISDICTION OF EACH SUCH COURT FOR ANY ACTION OR PROCEEDING AND WAIVES ANY DEFENSE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF THE PARENT, THE PLEDGOR AND THE LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.

THE PARENT AND THE PLEDGOR EACH HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE PARENT OR PLEDGOR, AS THE CASE MAY BE, AT ITS ADDRESS SET FORTH UNDER ITS SIGNATURE HERETO AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS POSTAGE PREPAID. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.

21.            WAIVER OF JURY TRIAL. THE PARENT, THE PLEDGOR AND THE LENDER EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY LENDER-RELATED PERSON OR PARTICIPANT, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE PARENT, THE PLEDGOR AND THE LENDER EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, THE NOTE AND THE OTHER FINANCING AGREEMENTS.

22.            Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and until such provision or provisions are modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[Signature Page to Collateral Pledge Agreement]

IN WITNESS WHEREOF, the parties have executed this Collateral Pledge Agreement as a sealed instrument as of the date first above written.

SCHEDULE I

(to Collateral Pledge Agreement)