Bionik Laboratories Corp. (Form: 8-K, Received: 04/26/2016 17:16:04)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 21, 2016

BIONIK LABORATORIES CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		000-54717		27-1340346
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

483 Bay Street, N105 Toronto, ON		M5G 2C9
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (416) 640-7887



(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

The information set forth in Items 2.01 and 5.02 in this Form 8-K is incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets

As previously announced by Bionik Laboratories Corp. (the “Registrant”), the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated March 1, 2016, with Interactive Motion Technologies, Inc., a Massachusetts corporation (“IMT”), and Bionik Mergerco Inc., a Massachusetts corporation and a wholly owned subsidiary of Bionik (“Merger Subsidiary”), providing for the merger (“Merger”) of Merger Subsidiary with and into IMT, with IMT surviving the Merger as a wholly-owned subsidiary of Bionik.

On April 21, 2016, the Registrant filed a certificate of merger with the Secretary of the Commonwealth of Massachusetts and completed the Merger, pursuant to which Merger Subsidiary merged with and into IMT, with IMT surviving the Merger as a wholly-owned subsidiary of the Registrant.

Pursuant to the Merger Agreement and the Merger, the aggregate shares of issued and outstanding IMT Series A Preferred Stock (the “Preferred Stock”) and Common Stock (the “IMT Common Stock” and, together with the Preferred Stock, the “IMT Securities”) (other than shares held in treasury of IMT or persons who properly exercise appraisal rights under Massachusetts law) were automatically converted into the right to receive up to an aggregate of 23,650,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Bionik Common Stock”). Because the consummation of the Merger constituted a sale event under the terms of the Articles of Organization, as amended, of IMT, at the effective time of the Merger, first holders of the Preferred Stock will receive payment of their liquidation preference out of the Bionik Common Stock prior to any payment or allocation of Bionik Common Stock to holders of the IMT Common Stock. Following payment of the liquidation preference to the holders of the Preferred Stock, the remaining Bionik Common Stock, subject to the indemnification and escrow arrangements described in the Merger Agreement, will be paid to the holders of the IMT Common Stock. All such shares of the IMT Securities converted into the right to receive the Bionik Common Stock were automatically cancelled and have ceased to exist, and such holders of IMT Securities have ceased to have any rights as a shareholder of IMT, except the right to receive the Bionik Common Stock.

The Bionik Common Stock is being issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) promulgated thereunder.

Additionally, at the effective time of the Merger, Bionik assumed each of the 3,897,500 options to acquire IMT Common Stock granted under IMT’s equity incentive plan or otherwise issued by IMT prior to the effective time of the Merger. As of the effective time of the Merger, these options represent the right to purchase an aggregate of 3,000,000 shares of Bionik Common Stock, of which 1,000,000 have an exercise price of $0.25, 1,000,000 have an exercise price of $0.95 and 1,000,000 have an exercise price of $1.05.

With the acquisition of IMT, the Registrant’s product line now includes (a) the InMotion ARM™, InMotionWrist™ and InMotion Hand™, which are three upper extremity clinical rehabilitation products currently on the market for clinical use, and (b) the InMotion Ankle™, a lower-body product available for research use being developed for clinical release.

An aggregate of 3,809,601 shares of Bionik Common Stock are being held in escrow to satisfy indemnifiable losses by the Registrant under the terms of the Merger Agreement. The escrow is pursuant to the terms of an Escrow Agreement, dated April 20, 2016, by and among the Registrant, Hermano Igo Krebs as Stockholders Representative, and Ruskin Moscou Faltischek, PC, as escrow agent (the “Escrow Agreement”). The foregoing is intended only to be a summary of the Escrow Agreement. A copy of the Escrow Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The Registrant has agreed to register the Bionik Common Stock on behalf of the former IMT shareholders pursuant to the terms of a Registration Rights Agreement, dated April 20, 2016 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Registration has agreed to use reasonable best efforts to prepare and file with the Securities and Exchange Commission a registration statement covering the resale of certain of the shares of Bionik Common Stock, within 90 days following the effective date of the Merger, and to cause such registration statement to be declared effective under the Securities Act by the later of the six month anniversary of (a) the effective date of the Merger and (b) the effective date of the Registrant’s Registration Statement on Form S-1 (Registration No.: 333-207581). The foregoing is intended only to be a summary of the Registration Rights Agreement. A copy of the Registration Rights Agreement is attached hereto as Exhibit 10.2 and incorporated herein by reference.

At the effective date of the Merger, (a) Dr. Krebs will receive an aggregate of 5,190,376 shares of Bionik Common Stock (subject to 20% of such shares held in escrow to satisfy indemnifiable losses by the Registrant under the terms of the Merger Agreement) in return for his ownership of IMT Securities, in addition to his IMT options which are as of the effective date of the Merger exercisable for an aggregate of 360,231 shares of the common stock of the Registrant and (b) Mr. Fried will receive an aggregate of 868,647 shares of Bionik Common Stock (subject to 20% of such shares held in escrow to satisfy indemnifiable losses by the Registrant under the terms of the Merger Agreement) in return for his ownership of IMT Securities, in addition to his IMT options which are as of the effective date of the Merger exercisable for an aggregate of 1,597,178 shares of the common stock of the Registrant.

The foregoing is intended only to be a summary of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement (a copy of which is attached as Exhibit 2.1 to the Registrant’s Current Report on 8-K, filed on March 7, 2016 and which is incorporated by reference herein), the Escrow Agreement and the Registration Rights Agreement.

Financial statements of IMT shall be filed by amendment to this Current Report on Form 8-K, not later than 71 calendar days after the date that this Current Report must be filed.

Cautionary Note Concerning Forward-Looking Statements

Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” and are intended to be covered by the safe harbor created thereby. Forward-looking statements are typically identified by words or phrases such as “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast” and other words and terms of similar meaning. These statements reflect management’s current views with respect to future events and are subject to risk and uncertainties, which may cause actual results to differ significantly from the results discussed in the forward-looking statements, including: (a) the plans and objectives of management for future operations, including plans or objectives relating to the design, development and commercialization of human exoskeletons and other rehabilitation products, (b) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (c) the Registrant’s future financial performance, (d) the successful integration of IMT with the Registrant, (e) those risks and uncertainties discussed from time to time in the Registrant’s other reports and other public filings with the SEC and (f) the assumptions underlying or relating to any statement described in points (a), (b), (c), (d) or (e) above. Additional information concerning these and other factors can be found in the Registrant’s filings with the Securities and Exchange Commission, including the Registrant’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Except as required by law, the Registrant expressly disclaims any obligation to publicly revise any forward-looking statements contained in this Form 8-K to reflect the occurrence of events after the date of this Form 8-K.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

As a result of the Merger, on the effective date of the Merger, the Registrant indirectly assumed an aggregate of approximately $1.76 million of debts and other liabilities of IMT, based on the internal, unaudited financial information of IMT, which numbers may change as the Registrant integrates IMT into its operations and audits IMT’s financial information.

Of such liabilities, we believe that:

An aggregate of approximately $112,000 in principal amount of loans is payable to Rodolfo Rohr, a former executive officer of IMT, which with accrued interest are due and payable the earlier of December 31, 2017 and the date the Registrant raises new capital exceeding $15 million in cash.

An aggregate of $125,000 in principal amount is payable to Hermano Igo Krebs, which with accrued interest are due and payable the earlier of December 31, 2017 and the date the Registrant raises new capital exceeding $15 million in cash.

An aggregate of (a) $50,000 in principal amount is payable to Neville Hogan, a co-founder of IMT and a former board member, which with accrued interest are due and payable the earlier of December 31, 2017 and the date the Registrant raises new capital exceeding $15 million in cash and (b) approximately $36,000 in principal and accrued interest on demand loans made by Mr. Hogan.

An aggregate of approximately $130,000 was due to Hermano Igo Krebs for past-due compensation and an aggregate of approximately $123,000 was due to Jules Fried for past-due compensation, which amounts were paid at or about the effective date of the Merger.

An aggregate of $200,000 in principal amount plus interest is payable to Park Hill Capital Inc., the maturity date of which is September 1, 2016.

An aggregate of $25,000 in principal amount drawn down under a maximum $200,000 line of credit from Business Credit Direct Corp. The line of credit is secured by all accounts and inventory of IMT, including its payment intangible and contract rights.

An aggregate of approximately $33,000 in principal and interest on demand loans in favor of Dr. Krebs’ wife.

An aggregate of approximately $645,000 in accounts payable is due to various vendors, suppliers, licensors and consultants for services rendered and unpaid.

On or about the effective date of the Merger, the Registrant repaid or settled an aggregate of approximately $806,000 of such liabilities.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 in this Form 8-K as it relates to the issuance of the Bionik Common Stock is incorporated herein by reference.

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Hermano Igo Krebs

Effective as of the effective date of the Merger, the Registrant hired Hermano Igo Krebs, age 57, the co-founder and former Chairman of IMT, as a part-time employee and appointed him as the Registrant’s Chief Science Officer, all pursuant to an Employment Agreement with Dr. Krebs dated April 19, 2016 (the “Krebs Employment Agreement”). Dr. Kreb’s employment with the Registrant shall be subject to any conflicting obligations he has to The Massachusetts Institute of Technology (“MIT”), and Dr. Krebs shall not have to perform any services for the Registrant if the performance of such services may conflict with his obligations or duties to MIT.

Dr. Hermano Igo Krebs is a co-founder of IMT and has been a member of its Board of Directors since March 1998 and Chairman of the Board since April 2015. He was also IMT’s interim CEO in 2015. Dr. Krebs joined the Massachusetts Institute of Technology’s Mechanical Engineering Department in 1997 where he is a Principal Research Scientist and Lecturer. He also holds an affiliate position as an Adjunct Professor at University of Maryland School of Medicine, Department of Neurology, and as a Visiting Professor at Fujita Health University, Department of Physical Medicine and Rehabilitation, at University of Newcastle, Institute of Neuroscience, and at Osaka University, Department of Mechanical Sciences and Bioengineering. He received his B.S. and M.S. degrees in Naval Engineering (option electrical) from Politecnica School of University of Sao Paulo – Brazil, in 1980 and 1987, respectively. He received another M.S. degree in Ocean Engineering from Yokohama National University – Japan, in 1989, and the Ph.D. degree in Engineering from the Massachusetts Institute of Technology, Cambridge, in 1997. From 1977 to 1978, he taught electrical design at Escola Tecnica Federal de Sao Paulo. From 1978 to 1979, he worked at University of Sao Paulo in a project aiming at the identification of hydrodynamic coefficients during ship maneuvers. From 1980 to 1986, he was a surveyor of ships, offshore platforms, and container cranes at the American Bureau of Shipping – Sao Paulo office. In 1989, he was a visiting researcher at Sumitomo Heavy Industries – Hiratsuka Laboratories – Japan. From 1993 to 1996, he worked at Casper, Phillips & Associates, Tacoma, WA in container cranes and control systems. He is a Fellow of the IEEE. Dr. Krebs was nominated by two of IEEE societies: IEEE-EMBS (Engineering in Medicine & Biology Society) and IEEE-RAS (Robotics and Automation Society) to this distinguished engineering status “for contributions to rehabilitation robotics and the understanding of neuro-rehabilitation.” His work goes beyond Stroke and has been extended to Cerebral Palsy for which he received “ The 2009 Isabelle and Leonard H. Goldenson Technology and Rehabilitation Award ,” from the Cerebral Palsy International Research Foundation (CPIRF). In 2015, he received the prestigious IEEE-INABA Technical Award for Innovation leading to Production “ for contributions to medical technology innovation and translation into commercial applications for Rehabilitation Robotics.”

Dr. Krebs shall be employed by the Registrant indefinitely subject to the termination provisions described in the Krebs Employment Agreement. Pursuant to the terms of the Krebs Employment Agreement, Dr. Krebs shall receive an annual base salary of $218,000 per annum multiplied by his part-time percentage from time to time, which as of the date of this Form 8-K is 49%. The annual base salary shall be reviewed on an annual basis or more frequently by mutual agreement. Dr. Krebs will be entitled to participate in the Registrant’s equity incentive plan, and would also be entitled to receive an annual discretionary bonus of 30% of annualized actual base salary.

In the event Dr. Krebs’s employment is terminated as a result of death, Dr. Krebs’s estate would be entitled to receive the annual salary, outstanding expenses, accrued vacation and a portion of the annual bonus earned up to the date of death. In addition, all options and warrants as of the date of death would continue in full force and effect, subject to the terms and conditions thereof.

In the event Dr. Krebs’s employment is terminated as a result of disability, Dr. Krebs would be entitled to receive the annual salary, accrued vacation, benefits, a portion of the annual bonus earned up to the date of disability and expenses incurred up to the date of termination.

In the event Dr. Krebs’s employment is terminated by the Registrant for cause, Dr. Krebs would be entitled to receive his annual salary, accrued vacation, benefits and expenses incurred up to the date of termination.

In the event Dr. Krebs’s employment is terminated by the Registrant without cause or Dr. Kreb’s terminates for good reason, he would be entitled to receive (a) six months’ salary, plus one months’ salary for each completed year of service up to a maximum of nine months’ salary, (b) unreimbursed expenses and accrued vacation time, subject to certain limitations.

Dr. Krebs will not sell or transfer any shares of the Registrant’s common stock owned by him as a result of the Merger except until such securities are registered for resale along with any Registrant securities it registers on behalf of Peter Bloch.

The Krebs Employment Agreement contains customary non-competition, non-solicitation and non-disparagement provisions in favor of the Registrant, but subject to his continued right to be employed by MIT or other non-profit entity. Dr. Krebs also agreed to customary terms regarding confidentiality and ownership of intellectual property, but subject to any rights of MIT or other non-profit entity he may work for that are required as a condition to such employment.

Dr. Krebs is a licensor to IMT pursuant to an Agreement dated June 8, 2009, of patent #8,613,691, pursuant to which IMT pays Dr. Krebs and the co-licensor an aggregate royalty of 1% of sales based on such patent.

Jules Fried

Effective as of the effective date of the Merger, the Registrant hired Jules Fried, age 69, the former Chief Executive Officer of IMT since July 2015, as its Vice President of US Operations, all pursuant to an Employment Agreement with Mr. Fried dated April 19, 2016 (the “Fried Employment Agreement”).

In addition to being the CEO of IMT, since 2008, Mr. Fried has been a director and member of the audit and risk management committees of First Commons Bank, a community bank in Newton, MA. From January 2012 until August 2013, Mr. Fried was the Principal of Atlantic VIC, a venture development company specializing in licensing technology from research institutions for new ventures and from July 2004 to July 2015, he was the Managing Director of JM Fried & Co., a business development advisory service. From October 2007 to October 2011, Mr. Fried was the Executive Vice President of The Lappin Company, a world-wide recruiter for healthcare and life science consulting firms.

The term of employment under the Employment Agreement is 3 years subject to the termination provisions described in the Fried Employment Agreement. Pursuant to the terms of the Fried Employment Agreement, Mr. Fried shall receive an annual base salary of $218,000 per annum, will be entitled to participate in the Registrant’s equity incentive plan, and would also be entitled to receive an annual discretionary bonus of 30% of base salary.

In the event Mr. Fried’s employment is terminated as a result of death, Mr. Fried’s estate would be entitled to receive the annual salary, accrued vacation and a portion of the annual bonus earned up to the date of death. In addition, all options and warrants as of the date of death would continue in full force and effect, subject to the terms and conditions thereof.

In the event Mr. Fried’s employment is terminated as a result of disability, Mr. Fried would be entitled to receive the annual salary, accrued vacation, benefits, a portion of the annual bonus earned up to the date of disability and expenses incurred up to the date of termination.

In the event Mr. Fried’s employment is terminated by the Registrant for cause, Mr. Fried would be entitled to receive his annual salary, accrued vacation, benefits and expenses incurred up to the date of termination.

In the event Mr. Fried’s employment is terminated by the Registrant without cause, he would be entitled to receive 3 months’ salary, plus four weeks’ salary for each completed year of service up to a maximum of nine months’ salary.

Mr. Fried will not sell or transfer any Registrant security owned by him as a result of the Merger except as follows:

Mr. Fried may rely upon Rule 144 to sell any of such securities.

Any shares of common stock underlying $.25 options shall be released from such restrictions upon the effectiveness of the resale registration statement referred to in the last sentence of Section 3.11 of the Fried Employment Agreement.

Any shares of common stock underlying $.95 options shall not be subject to any restrictions under the Fried Employment Agreement.

Any other such securities owned by Mr. Fried shall be released from such restrictions upon the effectiveness of the resale registration statement referred to in the last sentence of Section 3.11 of the Fried Employment Agreement.

The Fried Employment Agreement contains customary non-competition, non-solicitation and non-disparagement provisions in favor of the Registrant. Mr. Fried also agreed to customary terms regarding confidentiality and ownership of intellectual property.

The foregoing is intended only to be a summary of the Krebs Employment Agreement and the Fried Employment Agreement, and is qualified in its entirety by reference to the Krebs Employment Agreement and the Fried Employment Agreement, copies of which are attached as Exhibit 10.3 and 10.4, respectively, to this Current Report on 8-K, and which is incorporated by reference herein.

The information set forth in Items 2.01 and 2.03 in this Form 8-K as it relates to Dr. Krebs and Mr. Fried is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

The following documents are furnished herewith as exhibits to this report:

Exhibit Number	Description of Exhibit

10.1	Escrow Agreement

10.2	Registration Rights Agreement

10.3	Employment Agreement with Hermano Igo Krebs

10.4	Employment Agreement with Jules Fried

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 26, 2016

	BIONIK LABORATORIES CORP.


	By:	/s/ Leslie Markow
	Name:	Leslie Markow
	Title:	Chief Financial Officer

Exhibit 10.1

Escrow Agreement

THIS ESCROW AGREEMENT (the “ Agreement ”) is made and dated as of April 21, 2016 by and among BIONIK LABORATORIES CORP., a Delaware corporation (“ Bionik ”), RUSKIN MOSCOU FALTISCHEK, P.C. , a New York professional corporation, as Escrow Agent (the “ Escrow Agent ”), and HERMANO IGO KREBS, acting as Stockholders’ Representative (the “ Stockholders’ Representative ”) by virtue of the Agreement and Plan of Merger, dated as of March 1, 2016, (the “ Merger Agreement ”).

WITNESSETH:

WHEREAS , Bionik, Interactive Motion Technologies, Inc., a Massachusetts corporation (the “ Company ”) Bionik Mergerco Inc. (“ Mergerco ”) and the Stockholders’ Representative have entered into the Merger Agreement, providing for the merger of Mergerco with and into the Company, and in connection with which the Stockholders of the Company shall receive as consideration a number of shares of Common Stock of Bionik (the “ Bionik Common Stock ”) as set forth in the Merger Agreement;

WHEREAS , pursuant to the Merger Agreement, the parties thereto have agreed that the rights of indemnification under Article VI of the Merger Agreement shall survive the consummation of the transactions contemplated by the Merger Agreement as provided therein and shall be secured, pursuant to this Agreement, by certain shares of Bionik Common Stock (together with any accumulations thereto as provided herein, the “ Escrow Shares ”), to be registered in the name of the Escrow Agent, as escrow agent hereunder, and deposited in escrow with the Escrow Agent;

WHEREAS , the Escrow Agent is willing to act in the capacity of Escrow Agent hereunder subject to, and upon the terms and conditions of this Agreement;

WHEREAS , pursuant to the Merger Agreement, the Stockholders’ Representative has been appointed as the Stockholders’ attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the Stockholders (with full power of substitution in the premises) in connection with the indemnity provisions of the Merger Agreement, this Escrow Agreement, and such other matters as are reasonably necessary for the consummation of the transactions contemplated hereby and thereby; and

WHEREAS , capitalized terms used and not defined herein have the meanings assigned to such terms in the Merger Agreement.

NOW, THEREFORE , in consideration of the promises, covenants and agreements set forth in this Agreement and of other good and valuable consideration, the receipt and legal sufficiency of which they hereby acknowledge, and intending to be legally bound hereby, and as an inducement for the execution and delivery of the Merger Agreement, Bionik, the Escrow Agent and the Stockholders’ Representative hereby agree as follows:

ARTICLE 1

DESIGNATION OF ESCROW AGENT AND CAPITAL SHARES SUBJECT TO ESCROW

1.1 Designation of Escrow Agent . Bionik and the Stockholders’ Representative hereby mutually designate and appoint Ruskin Moscou Faltischek, P.C., as Escrow Agent for the purposes set forth herein. The Escrow Agent hereby accepts such appointment in accordance with the terms and conditions provided in this Agreement.

1.2 Capital Stock Subject to Escrow . In accordance with Section 6.2 of the Merger Agreement, Bionik shall, promptly after the date hereof, issue and deliver, or cause to be delivered, on behalf of the Stockholders to the Escrow Agent one or more stock certificates (the “ Escrow Certificates ”), each of which shall be registered in the name of the Escrow Agent as escrow agent hereunder evidencing the Escrow Amount. The Escrow Agent shall hold and distribute the Escrow Certificates and Escrow Shares in accordance with the terms hereof.

1.3 Value of Escrow Shares . For all purposes pursuant to this Agreement, including without limitation the distribution of Escrow Shares, the value of each Escrow Share shall be equal to the Per Share Price (as adjusted for stock dividends, stock splits or combinations affecting the Escrow Shares).

ARTICLE 2

TREATMENT OF ACCUMULATIONS TO ESCROW SHARES

2.1 Escrow Period; Distribution Upon Termination of Escrow Periods . Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing Date and shall terminate on such date as there are not Escrow Shares or other funds or assets held by the Escrow Agent in the Escrow Fund (the “ Escrow Period ”).

(i) On the first anniversary of the date hereof (the “ Escrow Release Date ”), the Escrow Fund shall be delivered by the Escrow Agent in accordance with the provisions of Section 2.l(ii) below, provided, however, that the Escrow Release Date shall not apply with respect to any amount which, in the reasonable judgment of Bionik, is necessary to satisfy any Losses incurred by Bionik (or properly accrued in accordance with GAAP applied on a consistent basis for a Loss that Bionik reasonably believes it will have to pay with respect to a third-party claim of which Bionik has received notice prior to the Escrow Release Date and specified in any Officer’s Certificate (as defined below) delivered to the Escrow Agent prior to the Escrow Release Date with respect to facts and circumstances existing prior to the Escrow Release Date).

(ii) The Escrow Agent shall promptly deliver to Bionik’s transfer agent, for distribution to the Stockholders, the remaining portion of the Escrow Fund not required to satisfy the claims referred to in Section 2.1(i) above following the Escrow Release Date. The number of Escrow Shares to be released to each Stockholder shall be rounded up to the next whole share to avoid the release of fractional shares. As soon as all such claims have been resolved and obligations have been satisfied, the Escrow Agent shall deliver to Bionik’s transfer agent for distribution to the Stockholders all portions of the Escrow Fund not required to satisfy such claims.

2.2 Protection of Escrow Fund .

(a) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund for the benefit of the Stockholders in accordance with the terms of this Agreement and not as the property of Bionik, and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.

(b) Any shares of Bionik Common Stock or other equity securities issued or distributed by Bionik (including shares issued upon a stock split) (“ New Shares ”) in respect of Bionik Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Bionik Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends, if any, on Bionik Common Stock shall not be added-to the Escrow Fund but shall be distributed to the Stockholders in proportion to their respective original contributions to the Escrow Fund.

(c) Each Stockholder shall have voting rights and the right to distributions of cash dividends with respect to the Escrow Shares contributed to the Escrow Fund by such Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Bionik Common Stock). As the record holder of such shares, the Escrow Agent shall vote such shares in accordance with the instructions of the Stockholders having the beneficial interest therein and shall ensure that copies of all proxy solicitation materials are promptly delivered to such Stockholders.

2.3 Additional Property Subject to Escrow . If at any time after the date hereof and prior to the distribution of the Escrow Shares any of the Stockholders shall become entitled to receive or shall receive in connection with the Escrow Shares any (i) non-taxable distribution of securities of Bionik or of any other entity including, without limitation, any certificate in connection with any increase or reduction of capital, reclassification, recapitalization, merger, business combination, consolidation, sale of assets, stock split-up or spin-off; or (ii) any non-taxable distribution of stock options, warrants or rights, whether as an addition to or in substitution of or exchange for any of the Escrow Shares; or (iii) non-taxable stock dividend or other non-taxable distribution payable in securities or property of any description, all of the shares of capital stock, or other property resulting from any such distribution, stock option, warrant, right or stock dividend shall be deemed to be Escrow Shares and shall be subject to the terms hereof to the same extent as the original Escrow Shares. Any cash dividends and any taxable stock dividends paid with respect to the Escrow Shares shall be paid to the Stockholders in accordance with their respective proportionate interests in the Escrow Shares and any taxable stock dividends. Each of the Stockholders shall recognize as income on a current basis all of the cash dividends which such Stockholder is entitled to receive and for any non-cash dividend and any other non-taxable distribution shall, through the Stockholders’ Representative, execute stock powers or other appropriate instruments of transfer for all shares, options, warrants or rights as required for transfer.

2.4 Retained Voting and Other Rights . The Escrow Agent shall hold the Escrow Shares and any additional property acquired with respect thereto pursuant to Section 2.3 above in safekeeping and dispose thereof only in accordance with the terms of this Agreement. The Escrow Agent may treat the Stockholders’ Representative as the duly authorized agent and representative of the Stockholders with respect to any additional property related to the Escrow Shares. The Escrow Agent shall hold the Escrow Shares in accordance with each Stockholder’s proportionate interest in the Escrow Shares and shall (to the extent legally permissible) vote the Escrow Shares in accordance with the written instructions of the Stockholder for whose account such Escrow Shares are held.

ARTICLE 3

DISTRIBUTION OF ESCROW SHARES UPON TERMINATION OF THE AGREEMENT

3.1 Third-Party Claims . In the event Bionik becomes aware of an event that Bionik reasonably believes may result in a demand against the Escrow Fund, Bionik will notify the Stockholders’ Representative of such claim. The Stockholders’ Representative will then have the right, upon written notice to Bionik within twenty (20) Business Days after Bionik has notified the Stockholders’ Representative of such claim, to defend, contest, negotiate or settle any such claim or demand through counsel of its own selection (who shall be reasonably acceptable to Bionik), at the Stockholders’ own cost and expense, which costs and expenses will be payable out of the Escrow Fund and Bionik shall cooperate with and assist the Stockholders’ Representative in the defense of such claim or demand. Notwithstanding the preceding sentence, the Stockholders’ Representative will not settle, compromise, or offer to settle or compromise any such claim or demand without the prior written consent of Bionik, which consent will not be unreasonably withheld, provided that no such consent shall be required if such settlement, offer to settle or compromise includes an unconditional release of Bionik. If the Stockholders’ Representative does not give notice to Bionik within twenty Business Days after Bionik has notified the Stockholders’ Representative that any such claim or demand has been made in writing that the Stockholders’ Representative elects to defend, contest, negotiate, or settle any such claim or demand, then Bionik will have the right to contest and/or settle any such claim or demand and the Stockholders’ Representative shall cooperate with and assist Bionik in the defense of such claim or demand, provided, however, that Bionik will not settle, compromise, or offer to settle or compromise any such claim or demand without the prior written consent (which may include a general or limited consent) of the Stockholders’ Representative, which consent will not be unreasonably withheld. Notwithstanding the foregoing, any conflict or ambiguity between this Section 3.1 and the terms of the Merger Agreement will be determined in favor of the provisions set forth in the Merger Agreement. In the event that the Stockholders’ Representative has consented to any settlement, the Stockholders shall have no power or authority to object under any provision of this Agreement to the amount of such settlement.

3.2 Claims Upon Escrow Fund .

(a) From time to time, Bionik may provide to the Escrow Agent a certificate signed by any officer of Bionik (an “ Officer’s Certificate ”): (A) stating that Bionik (i) has incurred a Loss for which Bionik is entitled to indemnification under the Merger Agreement, or (ii) has properly accrued (or reasonably anticipates that it will have to accrue) in accordance with GAAP applied on a consistent basis, for a Loss that Bionik reasonably believes it will have to pay with respect to a third-party claim of which Bionik or the Company has received notice prior to the Escrow Release Date with respect to facts and circumstances existing prior to the Escrow Release Date, and (B) specifying in reasonable detail the matter for which it claims entitlement for indemnification and/or the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued or the basis for such anticipated accrual, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Upon receipt of an Officer’s Certificate, the Escrow Agent shall deliver to Bionik, as promptly as practicable, but subject to Section 3.3 and Section 3.4 below, an amount equal to the Escrow Payment (as defined below) in the manner set forth in the immediately following sentence. The Escrow Agent shall allocate any amount of Loss it is required to reimburse to Bionik in accordance with this Agreement based on the number of shares of Bionik Common Stock held in the Escrow Fund for the benefit of each Stockholder (each of which shall be valued at the Per Share Price in accordance with Section 1.3 hereof). Any Escrow Shares used to satisfy an Escrow Payment and delivered to Bionik out of the Escrow Fund shall reduce each such Stockholder’s interest in the Escrow Fund in the form of Bionik Common Stock in proportion to such Stockholder’s respective original contributions to the Escrow Fund. Notwithstanding anything herein to the contrary, the Escrow Agent shall rely conclusively on the Officer’s Certificate and shall have no responsibility to determine whether the information set forth therein is accurate or correct, or whether the claim has been specified in reasonable detail.

(b) “ Escrow Payment ” shall mean such number of Escrow Shares out of the Escrow Fund (each of which shall be valued at the Per Share Price in accordance with Section 1.3 hereof) with an aggregate value equal to the Losses actually incurred by Bionik for which the Escrow Payment is being made, rounded up to the next whole share to avoid the release of fractional shares (the “ Payment Shares ”); provided, however, that in no event shall the Escrow Payment exceed the number of Escrow Shares in the Escrow Fund at the time of such Escrow Payment. The Escrow Agent shall not deliver to Bionik any Escrow Shares until Bionik has actually incurred a Loss for which it is entitled to indemnification (which shall be stated in an Officer’s Certificate), but the Escrow Agent shall withhold from any distribution to the Stockholders a number of Escrow Shares having an aggregate value equal to any accrual for Loss described in an Officer’s Certificate in accordance with clause (A)(ii) of Section 3.2(a) above.

3.3 Notification of Stockholders’ Representative . At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Stockholders’ Representative (with proof of such delivery to the Escrow Agent (which proof of delivery may consist of a photocopy of the registered or certified mail or overnight courier receipt of the signed receipt if delivered by hand) (the “ Proof of Delivery ”); and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Bionik of any Escrow Payment unless the Escrow Agent shall have received written authorization from the Stockholders’ Representative to make such delivery. After the expiration of thirty (30) days following the Escrow Agent’s receipt of the Officer’s Certificate, the Escrow Agent shall make delivery of the Escrow Payment; provided, however, that no such payment or delivery may be made if the Stockholders’ Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period. The Escrow Agent shall have no responsibility to determine whether a copy of the Officer’s Certificate was delivered to the Stockholders’ Representative other than confirming it has received the Proof of Delivery from Bionik.

3.4 Resolution of Conflicts . In case the Stockholders’ Representative shall object in writing to any claim or claims made in any Officer’s Certificate, the Escrow Agent shall make no delivery of any Escrow Payment requested in the applicable Officers’ Certificate to Bionik and shall continue to hold the Escrow Fund until the Escrow Agent shall have received, with respect thereto either (i) joint written instructions of Bionik and the Stockholders’ Representative or (ii) a final unappealable order or award of a court of competent jurisdiction. The Stockholders’ Representative and Bionik shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders’ Representative and Bionik should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent.

ARTICLE 4

ESCROW AGENT

4.1 Escrow Agent’s Duties .

(a) The Escrow Agent (i) shall be obligated only for the performance of such duties as are specifically set forth herein, and as set forth in any additional written escrow instructions which the Escrow Agent may receive after the date of this Agreement which are signed by an officer of Bionik and the Stockholders’ Representative, and shall have no duty to exercise any greater degree of care with respect to the Escrow Fund that it would for its own property and this Agreement shall not be deemed to create a fiduciary duty between the parties under state or federal law, (ii) may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties, and (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been provided with acceptable indemnification. The Escrow Agent may rely on the Stockholders’ Representative as the exclusive agent of the Stockholders under this Agreement and the Merger Agreement and shall incur no liability to any party with respect to any action taken or suffered by it in good faith in reliance thereon. The Escrow Agent shall not be liable for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Escrow Agent is not a party to nor shall be liable for any of the agreements referred to or described herein (including, without limitation, the Merger Agreement).

(b) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, and is hereby expressly authorized to comply with and obey any final non-appealable orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being, subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

(c) The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder.

(d) The Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Agreement or any documents deposited with the Escrow Agent.

(e) In performing any duties under this Agreement, the Escrow Agent shall not be liable to any party for damages, losses, or expenses, except for negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority. In addition, the Escrow Agent may consult with legal counsel in connection with Escrow Agent’s duties under this Agreement and shall be fully protected in any act taken, suffered, or permitted by it in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement, provided such determination or verification is in good faith.

(f) If any controversy arises between the parties to this Agreement, or with any other party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to resolve the controversy or to take any action regarding it. The Escrow Agent may hold all documents and Escrow Shares and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s discretion, the Escrow Agent may reasonably require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for any damages. Furthermore, the Escrow Agent may at its option, file an action of interpleader requiring the parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and Escrow Shares held in escrow, except all costs, expenses, charges and reasonable attorney’s fees incurred by the Escrow Agent due to the interpleader action and which the parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability by the terms of this Agreement with regard to the Escrow Shares.

(g) The parties and their respective successors and assigns agree jointly and severally to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation or arbitration arising from this Agreement or involving its subject matter other than arising out of its negligence or willful misconduct.

(h) The Escrow Agent may resign at any time upon giving at least thirty (30) days written notice to the parties; provided, however, that no such resignation shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: the parties shall use their reasonable best efforts to mutually agree on a successor escrow agent within thirty (30) days after receiving such notice. If the parties fail to agree upon a successor escrow agent within such time, the Escrow Agent shall have the right to appoint a successor escrow agent or the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor escrow agent. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as Escrow Agent. Upon appointment of a successor escrow agent, the Escrow Agent shall be discharged from any further duties and liability under this Agreement.

4.2 Fees . All fees of the Escrow Agent for performance of its duties hereunder shall be paid by Bionik in accordance with the fee schedule of the Escrow Agent attached hereto, which schedule may be subject to change hereafter on an annual basis subject to Bionik’s prior approval. It is understood that the fees and usual charges agreed upon for services of the Escrow Agent shall be considered compensation for ordinary services as contemplated by this Agreement. In the event that the conditions of this Agreement are not promptly fulfilled, or if the Escrow Agent renders any service not provided for in this Agreement, or if the parties request a substantial modification of its terms, or if any controversy arises, or if the Escrow Agent is made a party to, or intervenes in, any litigation or arbitration pertaining to the Escrow Fund or its subject matter, the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney’s fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy or litigation or arbitration.

4.3 Consequential Damages . Subject to the provisions of Section 4.l(e) hereof, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

4.4 Successor Escrow Agents . Any corporation into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation to which substantially all the corporate trust business of the Escrow Agent in its individual capacity may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

4.5 The parties hereto each acknowledges that the Escrow Agent has represented Bionik as legal counsel with respect to the Merger Agreement and in the transactions contemplated by the Merger Agreement, and may continue to represent Bionik in these and other matters. The Stockholders’ Representative shall not seek to disqualify Escrow Agent from acting as legal counsel to Bionik in any proceeding between Bionik on the one hand, and the Stockholders’ Representative or any other person or entity on the other hand.

ARTICLE 5

[INTENTIONALLY OMITTED]

ARTICLE 6

MISCELLANEOUS

6.1 Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of Stockholders (by and through the Stockholders’ Representative), Bionik and the Escrow Agent, and their respective successors and assigns, whether so expressed or not.

6.2 Waiver of Consent . No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and not exclusive of any rights or remedies which they would otherwise have. No modification or waiver of any provision of this Agreement, nor consent to any departure by any party therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

6.3 Captions . The Article and Section captions used herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

6.4 Notices . Any notice or other communication required or permitted hereunder shall be sufficiently given if delivered in person or sent by registered or certified mail or by recognized overnight courier, postage prepaid, addressed as follows:

If to Bionik, to :

Bionik Laboratories Corp.

483 Bay Street, N105

Toronto, Ontario M5G 2C9

Attention: Peter Bloch

with a copy to its counsel:

Ruskin Moscou Faltischek, P.C.

East Tower, 15 ^th Floor

1425 RXR Plaza

Uniondale, New York 11556

Attention: Stephen E. Fox, Esq.

if to the Escrow Agent, to:

Ruskin Moscou Faltischek, P.C.

East Tower, 15 ^th Floor

1425 RXR Plaza

Uniondale, New York 11556

Attention: Stephen E. Fox, Esq.

if to the Stockholders’ Representative, to:

Hermano Igo Krebs

81 Lovell Road

Watertown, MA 02472

Email: hikrebs@mit.edu

Such notice or communication shall be deemed to have been given as of the date so delivered or mailed.

6.5 Counterparts . This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

6.6 Governing Law . The interpretation and construction of this Agreement, and all matters relating thereto, shall be governed by the laws of the State of New York, without regard to the choice of law provisions thereof. The non-prevailing party in any dispute arising hereunder shall bear and pay the costs and expenses (including without limitation reasonable attorneys’ fees and expenses) incurred by the prevailing party or-parties in connection with resolving such dispute.

6.7 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6.8 Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of Bionik, the Stockholders’ Representative and the Escrow Agent, and any amendment or waiver hereunder shall be effective and binding upon all Stockholders if signed by the Stockholders’ Representative.

6.9 Conflicts/Waiver . The parties hereto acknowledge and agree that the Escrow Agent has prepared this Escrow Agreement. The other parties hereto acknowledge that they have been informed of the inherent conflict of interest associated with the drafting of this Escrow Agreement by the Escrow Agent. The parties hereto represent and warrant that they have had the opportunity to consult with legal counsel of their choice regarding this Escrow Agreement and the potential and actual conflicts of interest which may exist or arise in connection with the Escrow Agent’s representation of Bionik in connection with this Escrow Agreement. By executing this Escrow Agreement, the parties hereto hereby waive any actual or potential conflicts of interest which may exist or arise as a result of such legal representation and consent to the Escrow Agent’s representation of the Company.

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF , Bionik and the Escrow Agent have caused their corporate names to be hereunto subscribed by their respective officers thereunto duly authorized, and the Stockholders’ Representative has executed this Agreement, all as of the day and year first above written.

	BIONIK LABORATORIES CORP.


	By:	/s/ Peter Bloch
		Name: Peter Bloch Title: CEO


	STOCKHOLDERS’ REPRESENTATIVE:


	/s/ Hermano Igo Krebs
	Name: Hermano Igo Krebs


	RUSKIN MOSCOU FALTISCHEK, P.C.


	By:	/s/ Stephen Fox
		Name: Stephen Fox Title: Partner

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of April 21, 2016, by and between Bionik Laboratories Corp., a Delaware corporation (the “ Company ”), and each of the several shareholders of the Company listed on Annex A hereto (each such shareholder, a “ Shareholder ” and, collectively, the “ Shareholders ”).

* * * * *

The Company and each Shareholder hereby agrees as follows:

1. Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ Advice ” shall have the meaning set forth in Section 6(c).

“ Affiliate ” shall have the meaning assigned to this term in paragraph (a)(1) of Rule 144.

“ Closing ” shall mean the closing of the acquisition of Interactive Motion Technologies, Inc., a Massachusetts corporation (“ IMT ”) by the Company, pursuant to the terms of that Agreement and Plan of Merger dated as of March 1, 2016 by and among the Company, Bionik Mergerco Inc., a Massachusetts corporation, Hermano Igo Krebs and IMT (the “ Merger Agreement ”).

“ Commission ” shall mean the Securities and Exchange Commission.

“ Effectiveness Period ” shall have the meaning set forth in Section 2(a).

“ Exchangeable Share Registration Statement ” shall mean the Registration Statement on Form S-1, as amended, of the Company (Registration Number: 333-207581)

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Filing Date ” means the ninetieth (90 ^th ) calendar day following the Closing, subject to Section 2(e) herein, and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

“ Holder ” or “ Holders ” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“ Indemnified Party ” shall have the meaning set forth in Section 5(c).

“ Indemnifying Party ” shall have the meaning set forth in Section 5(c).

“ Losses ” shall have the meaning set forth in Section 5(a).

“ Plan of Distribution ” shall have the meaning set forth in Section 2(a).

“ Person ” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“ Prospectus ” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“ Registrable Securities ” means, as of any date of determination, the shares of common stock of the Company (the “ Common Stock ”) issued to the Shareholders at or as of the Closing pursuant to the Merger Agreement; provided , however , that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and reasonably acceptable to the Transfer Agent and by the Company, upon the advice of counsel to the Company.

“ Registration Statement ” means the registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated by Section 2(c), including the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“ Rule 405 ” means Rule 405 promulgated by the Commission pursuant to the Securities Act.

“ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“ SEC Guidance ” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act.

“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Selling Stockholder Questionnaire ” shall have the meaning set forth in Section 4(a).

“ Trading Day ” means a day on which the Common Stock is traded or may be traded on a Trading Market.

“ Trading Market ” means any market or exchange on which the Common Stock is listed or quoted for trading on the date in question, which may be, without limitation, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTCQX, the OTCQB, the OTC Bulletin Board or OTC Link (formerly Pink Sheets) (or any successors to any of the foregoing).

2. Resale Registration .

(a) On or prior to the Filing Date, the Company shall use its reasonable best efforts to prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement filed hereunder shall contain substantially the “ Plan of Distribution ” attached hereto as Annex B . Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act by the later of the six month anniversary of (i) the Closing and (ii) the effective date of the Exchangeable Share Registration Statement (the “ Effective Date ”)(it being understood that the failure of the Company for any reason to so declare the Registration Statement effective prior to the Effective Date shall not be a breach of this Agreement), and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144 or any other rule of similar effect, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as reasonably determined by the outside US counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “ Effectiveness Period ”).

(b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 or otherwise, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission; provided , however , that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

(c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:

First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder;

Second, the Company shall reduce Registrable Securities (applied to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders).

In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended.

(d) If Form S-3 is not available for the registration of the resale of all the Registrable Securities hereunder, including in the circumstances described in Section 2(b), the Company shall (i) register the resale of the Registrable Securities on another appropriate form, including Form S-1 if required, as soon as reasonably possible and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

(e) Notwithstanding anything herein to the contrary, if (i) the Board of Directors, using good faith judgment, determines that, due to the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material, the filing of the Registration Statement covering the Registrable Securities would be detrimental to the Company and it is in the best interests of the Company to delay the filing of the Registration Statement and (ii) the Company furnishes to the Holders a written certification by the Company’s Chief Executive Officer of the determinations by the Board of Directors described in clause (i) herein, then the Company shall have the right to delay the filing of the Registration Statement for a period of not more than one (1) sixty (60) consecutive day period commencing on the Filing Date, but in no event longer than what is required or requested, as the case may be, pursuant to clause (i).

3. Registration Procedures . In connection with the Company’s registration obligations hereunder:

(a) Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex C (a “ Selling Stockholder Questionnaire ”) on a date that is not less than two (2) Trading Days prior to the Filing Date.

(b) The Company shall (i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary (in the case of an offering to be made on a continuous basis under Rule 415) to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

(c) The Company shall notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided , however , in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries, and provided further , that a suspension based upon the grounds specified in clause (vi) above shall not be put into effect for (x) a period longer than sixty (60) consecutive days for each such particular corporate development and any related corporate development; or (y) a particular corporate development and any related corporate development that was the basis for a delay in filing the Registration Statement pursuant to Section 2(e).

(d) The Company shall use its best efforts to obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e) The Company shall furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system (or successor thereto) need not be so furnished.

(f) Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(c).

(g) Prior to any resale of Registrable Securities by a Holder, the Company shall use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(h) If requested by a Holder, the Company shall cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may reasonably request.

(i) The Company shall, upon the occurrence of any event contemplated by Section 3(c), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(j) The Company shall comply with all applicable rules and regulations of the Commission.

(k) The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three (3) Trading Days of the Company’s request, such Holder may be omitted from any then pending Registration Statement and will be required to wait for inclusion in a subsequent Registration Statement, if any, provided such statement is then timely provided.

4. Registration Expenses . All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. In no event shall the Company be responsible for any broker or similar commissions of any Holder or any legal fees or other costs of the Holders.

5. Indemnification .

(a) Indemnification by the Company . The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, and employees, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “ Losses ”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex B hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(f).

(b) Indemnification by Holders . Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex B hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(c), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected.

(c) Conduct of Indemnification Proceedings . If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “ Indemnified Party ”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “ Indemnifying Party ”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.

(d) Contribution . If the indemnification under Section 6(a) or 6(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(c) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties in connection with events not covered by such indemnity and contribution agreements.

6. Miscellaneous .

(a) Remedies . In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

(b) Compliance . Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement.

(c) Discontinued Disposition . By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “ Advice ”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 6(c) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period (subject to the last proviso of Section 3(c)).

(d) Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of a simple majority of the then outstanding Registrable Securities; provided that this Agreement may not be amended in a manner adversely affecting the rights or obligations of any Shareholder which does not adversely affect the rights or obligations of all similarly situated Shareholders in the same manner without the consent of such Shareholder. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided , however , that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

(e) Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the books and records of the Company.

(f) Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder.

(g) No Inconsistent Agreements . Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(h) Execution and Counterparts . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(i) Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the laws of the State of Delaware, without giving effect to conflicts of laws thereof.

(j) Cumulative Remedies . The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l) Headings . The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

(m) Independent Nature of Holders’ Obligations and Rights . The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not asset any such claim, with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.

(n) Entire Agreement . This Agreement, together with the exhibits hereto, constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

(Remainder of Page Intentionally Left Blank; Signature Pages Follow)

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

	BIONIK LABORATORIES CORP.


	By:	/s/ Peter Bloch
		Name: Peter Bloch Title: Chief Executive Officer

Annex A

Albert R. Stanzione

Angela Stanzione

Beth S. Burnett

Carl Pearson

Chris Leuteritz Rollover IRA

Christopher J. Eigel

Darwin Pruisner

The Eggers Family Trust 1998

David J. Elwell

David R. Spencer

Douglas V. Lovely Living Trust

Fred R. Kern

John A. Jaecker

John C. Persons Trust

Joshua W. Kaye

Karin M. Ernest

MacCollum Family Trust

Madeline Gayle Adams

Peter S. Gaillard

Richard L. Hardy IRA

Richard G. Johnson

Richard Rock Magnan

Ronald Steinberg

Marilyn Hoffman

Troy Anderson Rollover SEP IRA

Valerie Cheeseman

Hank Vanderkam

Veronne J. Crawford Trust

William Randall

William S. Lucarelli

Jill Rudnick

Millenium Trust Co., LLC Custodian for the Benefit of Lore E. Cerneka Rollover/IRATF

Millenium Trust Co., LLC Custodian for the Benefit of Alan J. Murray IRAT

Millenium Trust Co., LLC Custodian for the Benefit of Jon R. Schnell Roth IRAT

William S. Lucarelli

Alan P. Power Insurance Trust

Millennium Trust Company, LLC, Cust. FBO Carol L. Rollin IRA

Millennium Trust Company, LLC., Cust. FBO Judith E. Foester Rollover IRA

Millennium Trust Co., LLC Cust FBO Michael R. Conlin, IRAT

Millennium Trust Co., LLC Cust FBO Larry Dale Tanis, Rollover IRA

Millennium Trust Co., LLC Cust FBO John Kimble, Rollover IRA

Millennium Trust Co., LLC Cust FBO Richard B. Ernest IRAT

Millennium Trust Co., LLC Cust FBO Thomas Arthur Lucas, MD Rollover SEP IRA

Charles Colin Worsencroft

CRS & Co FBO Thomas J Mullin

Bonnie Huson

ICE Investimentos, Incorporacoes e Construcoes Ltda

Andrew Tannenbaum

Daniel R. Gerade

Stanley Sassower

Park Hill Capital Inc

Ari Rahmilevitz

Gustavo Rahmilevitz

Dustin Williams

The Entrust Group, Inc. FBO Gordon Eric Bennett

Madeline Adams

John Commerford

Norman Dudziak

David Eggers

David Elwell

Richard Ernest

Anna Fulton Trust

Marilyn Hoffman

Larry Johnson

David Jewett

Fred Kern

Douglas Lovely

Thomas Lucas

MacCollum Family Trust

Michael Meehan

Michael Meehan IRA

Thomas Mullin

Carl Pearson

Alan Power

Millennium Trust Co., LLC FBO William Randall IRA

David Spencer

Larry Stransky

Wintsch Family Trust

Michael and Robin Meehan, JTWROS

Thomas Mullin

IAG, The Investment Advisory Group, LLC

Brilliant Wings S.A.

Nutty International Limited

The Entrust Group, Inc. FBO Gordon Eric Bennett

Ari Rahmilevitz

Nutty International Limited

Margrit Herzberg

Brilliant Wings S.A.

Robert Chernow

Thomas J. Cahill

Bruce Volpe

Annex B

Plan of Distribution

Each Selling Stockholder (the “ Selling Stockholders ”) of the securities and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “ Securities Act ”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholders.

We agreed to use reasonable best efforts to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Annex C

bionik laboratories corp.

Selling Stockholder Notice and Questionnaire

The undersigned beneficial owner of common stock (the “ Registrable Securities ”) of Bionik Laboratories Corp., a Delaware corporation (the “ Company ”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “ Commission ”) a registration statement (the “ Registration Statement ”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “ Securities Act ”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “ Registration Rights Agreement ”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “ Selling Stockholder ”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

Name.

(a)

Full Legal Name of Selling Stockholder

(b)

Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

(c)

Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):

Address for Notices to Selling Stockholder:

Telephone:

Fax:

Contact Person:

Broker-Dealer Status:

(a)

Are you a broker-dealer?

Yes ¨ No ¨

(b)

If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes ¨ No ¨

Note:

If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c)

Are you an affiliate of a broker-dealer?

Yes ¨ No ¨

(d)

If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes ¨ No ¨

Note:

If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.

(a)

Type and Amount of other securities beneficially owned by the Selling Stockholder:

Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Date:	Beneficial Owner:


	By:
		Name: Title:

PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO THE COMPANY.

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, is made as of the 21 ^st day of April, 2016, by and between BIONIK LABORATORIES CORP., a Delaware corporation (hereinafter referred to as the “Company”), and HERMANO IGO KREBS (hereinafter referred to as the “Employee”).

RECITALS

WHEREAS, the Company, directly or through its subsidiaries, is engaged in the business of medical device research, development and production; and

WHEREAS, the Company and the Employee have agreed to enter into an employment relationship upon the terms and subject to the conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained and other good and valuable consideration, the parties agree as follows:

ARTICLE 1 - EMPLOYMENT AND DUTIES

1.2 Employment . The Employee shall be employed with the Company until the employment relationship is terminated pursuant to the termination provisions set out in this Agreement and in any amendments as may from time to time be agreed to in writing by the Employee and the Company.

1.3 Reporting and Duties . The Employee shall report to the Chief Executive Officer of the Company and any other executive officers as may be determined from time to time by the Board of Directors of the Company. The Employee shall perform all of the normal and customary responsibilities, duties and authorities customarily accorded to, and expected of the position of a Chief Science Officer, and such other reasonable duties as may be designated by the Chief Executive Officer or the Board of Directors (“Board”) of the Company from time to time. Services performed pursuant to this Agreement shall be performed at such place(s) and times as shall be mutually agreeable to the Company and Employee and during such hours so as not to conflict with Employee’s other employment at The Massachusetts Institute of Technology (“MIT”). The Employee and the Company shall meet on a quarterly basis to determine such performance of services for the next quarterly period. The Employee shall, in good faith, make best efforts to attend meetings of the Board of Directors of the Company, and/or tradeshows and other relevant conferences on behalf of the Company as the Company may reasonably request up to one year in advance of such events. The Company agrees that the Employee shall not be obligated to attend any such events following the termination of his employment with the Company, regardless of the reasons for such termination. The specific services that are the subject of this Agreement, and any additions or modifications to the limits contained in this Section, shall be described on Schedule 1 attached hereto, to be determined in good faith by the parties within two months of the date hereof. The Company agrees that the Employee shall not have to perform any services for the Company if the performance of such services may conflict with the Employee’s obligations or duties to MIT. The Employee agrees to comply with all applicable policies and rules of Company, provided that such compliance does not conflict with the Employee’s obligations to MIT; provided further that the Employee shall provide prompt written notice to the Company of any change from the Employee’s obligations to MIT as of the date of this Agreement.

During the Employee’s employment, the Employee shall faithfully and honestly serve the Company and, subject to the next sentence, initially devote forty-nine percent (49%) of the Employee’s working time to the business and affairs of the Company or, where applicable, any subsidiary or other affiliate of the Company (individually a “Subsidiary” and collectively, the “Subsidiaries”), including the Employee’s role in the Position and other duties, if any. The Employee and the Company may adjust the Employee’s part-time status-percentage from time to time by mutual agreement. The Employee shall use his best efforts to promote the interests of the Company and its Subsidiaries. Notwithstanding the foregoing or anything else to the contrary herein, nothing in this Agreement shall preclude the Employee from:

(a) engaging in charitable, education, communal or recreational activities; or

(b) engaging in another business enterprise as a passive investor; provided that in no event shall the Employee own more than 4.9% of any other business enterprise and further provided that no such business enterprise shall be a direct competitor in the specific field of robotics intended to assist, evaluate, or rehabilitate a person with physical impairments (“ Rehab Robotics ”) of the Company or its Subsidiaries; or

(c) being employed by and performing work for MIT or any other non-profit entity or educational or similar research facility with which the Employee may work (any of which, a “Non-Profit Entity”); provided that if the Employee is employed by any other Non-Profit Entity, the restrictions on the Employee as it relates to the Company shall not be any greater than what is currently in effect with MIT.

However, the engagements described in 1.3(a) – (c) above shall only be permissible so long as they do not result in a contravention of Article 3 hereof, or impair the ability of the Employee to discharge his duties to the Company hereunder. In that regard, the Employee hereby acknowledges that, generally, other than any time required by Employee’s employment with MIT (or any other Non-Profit Entity but subject to the other terms of this Agreement), it is expected the Employee will not devote any significant portion of his time to any such matters during regular business hours.

In addition, the Employee shall truly and faithfully account for and deliver to the Company and its Subsidiaries, all money, securities and things of value belonging to the Company or the Subsidiaries which the Employee may from time to time receive for, from or on account of the Company or the Subsidiaries. Notwithstanding the foregoing but subject to the other terms of the Agreement, the Employee may retain all money, securities, other compensation and things of value he receives in connection with his affiliation with MIT and/or any other Non-Profit Entity with which he may be affiliated.

ARTICLE 2 - COMPENSATION

2.1 Base Salary . The Employee’s full-time annual base salary will be two hundred eighteen thousand dollars ($218,000). The amount of salary the Employee will receive from the Company each pay period will be determined based on the part-time percentage the Employee and the Company agree upon for each such pay period. Initially, the Company and the Employee agree that the employee’s part-time percentage shall be forty-nine percent (49%), which is deemed to correspond to salary at the annualized rate of one hundred nine thousand dollars ($109,000). The Employee and the Company may adjust the Employee’s part-time status percentage from time to time by mutual agreement. Furthermore, in the event the Employee’s part-time status percentage decreases as a result of the Employee’s obligations to MIT, the Company and the Employee shall in good faith determine a proportionate and corresponding adjustment to the Employee’s compensation hereunder. All salary payments the Employee receives from the Company will be in accordance with the Company’s standard payroll practices in effect from time to time, and subject to applicable statutory deductions and withholding required by law. The employee’s full time annual base salary will be reviewed on an annual basis, or more frequently by mutual agreement to determine potential corresponding increases, if any, based on the Employee’s performance and that of the Company.

2.2 Incentive Compensation . The Employee will be entitled to participate in the Company’s Equity Incentive Plan based on the terms of the Equity Incentive Plan. The granting of any options or other equity compensation is conditional on the written approval of the Board and the Company reserves the right to alter, amend, replace or discontinue the Equity Incentive Plan or any other plan at any time, with or without notice to the Employee.

2.3 Bonus . The Employee may be entitled to earn an annual discretionary bonus of up to 30% of the employee’s annualized actual base salary of that year, payable in the Company’s discretion based on performance in the previous fiscal year (“Bonus”). The Bonus will be determined based on the achievement of the Employee’s objectives that will be agreed to with the Board.

2.4 Benefits . The Employee shall be entitled to participate in all of the Company’s (or applicable Subsidiary’s) benefit plans generally available to its employees from time to time in accordance with the terms thereof. The Employee’s participation in such plans shall become fully effective as of the commencement of his employment hereunder pursuant to the terms of such plans. The Company reserves the right to alter, amend, replace or discontinue the benefit plans it makes available to its employees at any time, with or without notice.

2.5 Vacation . The Employee shall be entitled to four (4) weeks of paid vacation per calendar year on full time basis, pro-rated to the Employee’s percentage worked. Such vacation shall be taken at a time or times acceptable to the Company. The Employee shall be allowed to carry forward any unused vacation into the next calendar year for up to one (1) month with the prior written approval of the Company’s Chief Financial Officer.

2.6 Expense Reimbursement . The Employee shall be reimbursed for all reasonable expenses actually and properly incurred by his in connection with the performance of his duties hereunder. The Employee shall submit to the Company written, itemized expense accounts, together with supporting invoices, acceptable to the Company and such other additional substantiation and justification as the Company may reasonably request within sixty (60) days after the expenses have been incurred.

ARTICLE 3 - COVENANTS

3.1 Confidential Information . The Employee hereby acknowledges that, by reason of his employment with the Company, he has and will acquire information about matters and things which are confidential to the Company and/or the Subsidiaries (the “Confidential Information”), and which Confidential Information is the exclusive property of the Company and/or the Subsidiaries, respectively. The Confidential Information includes, without limitation, information concerning the Company’s and the Subsidiaries’ strategic plans, product research and development plans, details and results, trade secrets, supplier lists, data, work product developed by or for the Company or the Subsidiaries, and all other data and information concerning the business and affairs of the Company and the Subsidiaries. Notwithstanding anything to the contrary contained herein, for the purposes hereof, Confidential Information shall not include:

(a) information that is generally available to and known by the public at the time of disclosure to the Employee, provided that such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee’s behalf; or

(b) information which the Employee is required to disclose pursuant to applicable law, policies or due processes of applicable regulatory bodies or legal or regulatory proceedings; provided that the Employee provides the Company with prompt notice of same and assists the Company in seeking to prevent or limit such requirement.

The Employee agrees that during the Employee’s employment and at all times thereafter, he shall not for any reason (except in the performance of his responsibilities for the Company) directly or indirectly, (i) use for his own benefit or for the benefit of others, (ii) disseminate, publish or disclose, or (iii) authorize or permit the use, dissemination or disclosure by any person, firm or entity, any Confidential Information without the express written consent of the Board and the Subsidiaries. Upon termination of the Employee’s employment or this Agreement, or at any time at the request of the Company for any reason, the Employee agrees to return to the Company and its Subsidiaries (or, in the case of electronic items, permanently delete) all documents, records, storage, data, samples, and other property of the Company and its Subsidiaries, together with all copies thereof which contain or incorporate any Confidential Information.

3.2 Intellectual Property, Inventions and Patents . As part of the consideration for this Agreement and for his employment by the Company, subject to the provisions of this Agreement and to any rights of MIT or any other Non-Profit Entity that are required as a condition to employment (provided that if such other Non-Profit Entity provides for greater or superior rights than what is currently in effect with MIT, the Employee shall first be required to obtain the Company’s consent to any such greater or superior rights), the Employee hereby assigns to the Company, as and when same arise, his entire right, title and interest, including all intellectual property rights and trade secret rights, in and to any and all Rehab Robotics work product that is conceived, created, developed or otherwise generated by the Employee from time to time during the term of this Agreement, including but not limited to all inventions, research, designs, trade secrets, improvements, plans, specifications and documentation (collectively, “Work Product”), all of which shall be deemed a work for hire for the Company under the U.S. Copyright Act to the fullest extent permitted under the law. The Employee further agrees that he will promptly, fully disclose to the Company or the Subsidiaries all such Work Product and will, at any time from the date hereof, including during and after his employment with the Company, at the Company’s expense, render to the Company or the Subsidiaries such cooperation and assistance as the Company or the Subsidiaries may deem advisable in order to obtain copyright, patent, trademark or industrial design registrations as the case may be on, or otherwise vest, perfect or defend the Company’s or the Subsidiaries’ rights with respect to, any or all Work Product. Such cooperation and assistance shall include, but is not limited to, the execution of any and all applications for copyright, patent, trademark or industrial design registrations, assignments of copyrights and other instruments in writing which the Company and the Subsidiaries may deem necessary or desirable. The Employee hereby irrevocably waives all of his moral rights in the Work Product in favor of the Company and its Subsidiaries (subject to any rights of MIT or any other Non-Profit Entity that are required as a condition to employment (provided that if such other Non-Profit Entity provides for greater or superior rights than what is currently in effect with MIT, the Employee shall first be required to obtain the Company’s consent to any such greater or superior rights)) and their respective successors, assignees and licensees. The Company agrees that it shall have no right, title, or interest in or to any work product the Employee creates, conceives, develops or otherwise generates as an employee or other service provider of MIT or any other Non-Profit Entity. The Employee agrees that, in the event MIT or any other Non-Profit Entity owns any intellectual property rights in anything that may be related to the Work Product, the Employee will use his best efforts to cause such entity to license such intellectual property to the Company if the Company so requests of the Employee. The Employee further agrees that, in the event MIT or other Non-Profit Entity waives any intellectual property rights it may have in anything that may be related to the Work Product, thus making the Employee the owner of such intellectual property rights, the Company shall have an exclusive right to elect to license such intellectual property rights from the Employee for a period of 90 days from the date of written notification to the Company of such waiver, and the Company and the Employee will from the election date negotiate in good faith to enter into a license agreement pursuant to which the Company may license such intellectual property, with a royalty fee of no greater than 1-1/2% - 3% and with such other terms usual and customary for agreements of this sort.

The Employee shall take all precautions to maintain and protect the legal rights of the Company and its Subsidiaries in the Work Product, and to maintain the confidentiality of trade secrets included in the Work Product in accordance with Section 3.1 hereof. For certainty, no license to the Work Product is granted to the Employee, except to the extent required for the performance of his responsibilities under this Agreement.

The Employee irrevocably appoints any other officer of the Company or the Subsidiaries from time to time to be his attorney, with full power of substitution, to do on the behalf of the Employee anything that the Employee can lawfully do by an attorney to do all acts and things in relation to ownership of the Work Product which the Company or the Subsidiaries shall deem desirable, and to do, sign and execute all documents, conveyances, deeds, assignments, transfers, assurances and other instruments which may reasonably be necessary or desirable for the purpose of registering, vesting, perfecting; defending, assigning or otherwise dealing with the Work Product. Such power of attorney is given for valuable consideration acknowledged by the Employee to be coupled with an interest, shall not be revoked by the bankruptcy or insolvency of the Company or the Subsidiaries, and may be exercised by the officers of any successor or assign of the Company or the Subsidiaries. The Company agrees that before it may take any action on which it will rely, in whole or in part, on the terms of this paragraph, it will provide the Employee with at least ten (10) business days’ written notice of its intent to take such action, and the written notice will provide, in detail, the nature of the intended action, the name and contact information of all other individuals, entities, and/or government agencies involved in, related to, or impacted by such action, a description of the impact such action may have on the Employee and/or his intellectual property rights, and a description of the impact such action may have on any other individual or entity and the individual’s/entity’s intellectual property rights.

The Employee hereby covenants that the Work Product will not violate or infringe any intellectual property rights of any third party or constitute an unauthorized use of confidential or proprietary information of any third party.

All of the aforesaid covenants in this Section shall be binding on the assigns, executors, administrators and other legal representatives of the Employee.

3.3 Non-Solicitation of Employees . The Employee shall not, during the period from the date hereof to that date which is one (1) year following the termination of this Agreement or the Employee’s employment, for any reason, directly or indirectly, hire any employees or consultants of the Company or Subsidiaries, or induce or attempt to induce, solicit or attempt to solicit, any of the employees or consultants of the Company or Subsidiaries to leave their employment or engagement with the Company.

3.4 Non-Solicitation of Customers and Suppliers . The Employee shall not, during the period from the date hereof to that date which is one (1) year following the termination of this Agreement or the termination of the Employee’s employment, for any reason, directly or indirectly, without the prior written consent of the Company, solicit or attempt to solicit any customers of the Company or the Subsidiaries with whom the Employee had contact or material knowledge of, for the purpose of selling to those customers any products or services which are the same as or substantially similar to or in any way competitive with the products or services sold by the Company or the Subsidiaries at the time of termination of this Agreement. The Employee shall not, during the period from the date hereof to that date which is one (1) year following the termination of this Agreement or the termination of the Employee’s employment, for any reason, directly or indirectly, without the prior written consent of the Company, solicit or attempt to solicit any suppliers of the Company or the Subsidiaries with whom the Employee had contact with or material knowledge of, for the purpose of diverting or attempting to divert business away from the Company or the Subsidiaries.

3.5 Non-Competition . The Employee shall not, without the prior written consent of the CEO of the Company, at any time during the period from the date hereof to that date which is one (1) year following the date of termination of this Agreement or the Employee’s employment, engage in the development of similar Rehab Robotics devices or devices that are competitive with the Rehab Robotics products or Rehab Robotics services developed, being developed, commercialized and/or sold by the Company or the Subsidiaries at the time of the termination of this Agreement (“Competitive Activity”). The Employee may not engage in such Competitive Activity either individually or in partnership or jointly or in conjunction with any person as principal, agent, employee, shareholder (other than a holding of shares listed on a Canadian or United States stock exchange that does not exceed five percent (5%) of the outstanding shares so listed) or in any other manner whatsoever, nor shall the Employee lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by any person engaged in a similar business to the Company or the Subsidiaries. It is expressly agreed and acknowledged that the Employee’s status as an employee of MIT or of any other Non-Profit Entity shall not violate this Article 3. The Company shall have the option to elect whether to enforce this Section 3.5. If the Company elects to enforce this Section 3.5, it shall continue to pay the Employee’s base salary (at the rate at which it was paying the Employee’s base salary on the date of termination) for as long as it wishes to enforce this Section 3.5, up to one (1) year following termination of employment. The Company’s payment obligation pursuant to this Section 3.5 shall apply regardless of the circumstances or reasons leading to the termination of the Employee’s employment. If the Company fails to continue the Employee’s base salary pursuant to the terms of this Section 3.5, the Employee’s restrictions set forth in this Section 3.5 shall be void.

3.6 Disparaging Comments . The Employee agrees not to make critical, negative or disparaging remarks about the Company or its management, business or employment practices; provided that nothing in this Section shall be deemed to prevent the Employee from responding fully and accurately to any question, inquiry or request for information when required by applicable law or legal process, or to enforce this Agreement. The Company agrees that its officers and directors not to make critical, negative or disparaging remarks about the Employee; provided that nothing in this Section shall be deemed to prevent the Company or its officers or directors from responding fully and accurately to any question, inquiry or request for information when required by applicable law or legal process, or to enforce this Agreement.

3.7 Acknowledgement, Waiver and Enforcement . The Employee confirms that the restrictions contained in this Article 3 are reasonable and valid to protect the legitimate business interests of the Company and the Subsidiaries. The Employee hereby agrees and acknowledges that it would be extremely difficult to measure the damages that might result from any breach of any of the covenants of the Employee contained herein and that any breach of any of the covenants of the Employee might result in irreparable injury to the business for which monetary damages could not adequately compensate. If a material breach of any of the covenants of the Employee occurs, the Company shall be entitled, in addition to any other rights or remedies the Company may have at law or in equity, to have an injunction issued by any competent court (without the need to post a bond) enjoining and restricting the Employee and all other parties involved therein from continuing such material breach.

3.8 Notwithstanding anything to the contrary herein, if any applicable law, governmental entity, or court shall reduce the time period or scope during which the Employee shall be prohibited from engaging in any competitive or soliciting activity described in this Article 3, the period of time or scope, as the case may be, for which the Employee shall be prohibited shall be reduced accordingly.

3.9 Survival and Enforceability . It is expressly agreed by the parties hereto that the provisions of this Article 3 shall survive the termination of this Agreement and the Employee’s employment.

3.10 Lock-Up of Shares . The Employee irrevocably agrees with the Company that, until the Company registers (the “Registration”) the shares of common stock (or common stock underlying Exchangeable Shares) held by Peter Bloch (such period, the “Restriction Period”), he will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) with respect to, any shares of common stock of the Company or securities convertible, exchangeable or exercisable into, shares of common stock of the Company beneficially owned, held or hereafter acquired by the Employee as a result of the Company’s acquisition of Interactive Motion Technologies Inc. (the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in violation of this section. The Company may, in its sole and absolute discretion, consent to an early release from the Restriction Period if it determined that the market for the Securities would not be adversely impacted by sales and in cases of the Employee’s financial emergency. The Company shall include the Securities in the registration statement relating to the Registration.

ARTICLE 4 - DEATH

4.1 Death . If the Employee dies while employed under this Agreement, this Agreement shall terminate immediately and the Company shall pay to the Employee’s estate, any earned Base Salary, outstanding expenses, accrued vacation and pro rata annual bonus that is unpaid up to the date of his death. All options and warrants owned by the Employee prior to the date of his death shall continue in accordance with the terms and conditions thereof.

ARTICLE 5 - TERMINATION OF EMPLOYMENT

5.1 Termination by Company for Cause . The Company may terminate this Agreement for cause at any time without any prior notice. The Employee will be provided with any unpaid, earned Base Salary, and accrued vacation, benefits as set out in Section 2.4, and unreimbursed expenses incurred up to the date of termination. For the purposes of this Agreement, “cause” shall mean:

(a) a material breach by the Employee of the terms of this Agreement, which such material breach is not cured by the Employee within twenty (20) days of receiving written notice of the Company detailing such alleged material breach (which such notice the Company shall provide within twenty (20) days of learning of the alleged material breach);

(b) a conviction of or plea of guilty or nolo contendere to any felony or any other crime involving dishonesty or moral turpitude;

(d) willful or intentional breach of the Employee’s fiduciary duties to the Company; or

(e) the violation of a material policy of the Company as in effect from time to time, which such material violation is not cured by the Employee within twenty (20) days of receiving written notice of the Company detailing such alleged material violation (which such notice the Company shall provide within twenty (20) days of learning of the alleged material violation).

5.2 Termination by Disability . The Company may terminate this Agreement as a result of any mental or physical disability or illness which results in the Employee being unable to substantially perform his duties for a continuous period of 150 days or for periods aggregating 180 days within any period of 365 days. Permanent or indefinite inability to perform essential functions shall be based on the opinion of an independent qualified medical provider reasonably chosen by the Company and reasonably agreed to by the Employee or his legal designee. Termination will be effective on the date designated by the Company, and the Employee will be paid his annual Base Salary, accrued vacation and pro rata annual bonus and benefits as set out in Section 2.4 through the date of termination, and expenses incurred up to the date of termination.

5.3 Termination by Company for Other than Cause . The Company may terminate this Agreement and the Employee’s employment, for any reason without cause, upon thirty (30) days’ notice of termination and, provided that the Employee executes a general release to be provided to the Company in form and substance reasonably acceptable to the Company, the Company shall pay to the Employee: (i) an amount equal to six (6) months’ salary, plus one (1) months’ salary for each completed year of service to the Company or to any subsidiary of the Company, up to a maximum of nine (9) months’ salary (such amount, “Severance”); (ii) unreimbursed expenses; and (iii) accrued vacation time, provided that for purposes of this Section 5.3, the Employee shall be deemed to have commenced service to the Interactive Motion Technologies Inc. (“IMT”) subsidiary of the Company as of January 1, 2015; provided further that the Company shall not be required to pay the Severance in the event the Company elects to enforce Section 3.5, and continues paying Employee’s salary pursuant to Section 3.5 in an amount no less than the Severance Amount.

5.4 Termination by Employee . The Employee may terminate this Agreement and his employment at any time, for any reason, provided that the Employee provides the Company with thirty (30) days’ prior written notice. The Employee agrees to use his best effort to assist the Company to complete an effective reallocation of his responsibilities upon the giving of such notice. The Company may waive notice, in whole or in part, by providing the Employee pay in lieu of notice for the balance of the thirty (30) day period, including benefits as set out in Section 2.4 and reimbursement of expenses incurred. In case of Good Reason, the Company shall pay to the Employee: (i) Severance; (ii) unreimbursed expenses; (iii) accrued vacation time; and (iv) a pro rata bonus; provided that for purposes of this Section 5.4, the Employee shall be deemed to have commenced service to the Interactive Motion Technologies Inc. (“IMT”) subsidiary of the Company as of January 1, 2015; provided further that the Company shall not be required to pay the Severance in the event the Company elects to enforce Section 3.5, and continues paying Employee’s salary pursuant to Section 3.5 in an amount no less than the Severance Amount. For purposes of this Employment Agreement, “Good Reason” shall mean:

(1)

A material diminution in the Employee’s base compensation.

(2)

A material diminution in the Employee’s authority, duties, or responsibilities that are not a result of the Employee’s obligations to MIT or other Non-Profit Entity.

(3)

A change in the geographic location of the workplace at which the Employee must be based hereunder of more than 50 miles.

(4)

Any other action or inaction that constitutes a material breach by the Company of this Employment Agreement.

For Good Reason to exist, the Employee must provide notice to the Company of the existence of any of the foregoing conditions within ninety (90) days of the initial existence of the condition, and the Company shall upon such notice have a period of forty-five (45) days during which it may remedy the condition (and upon such remedy Good Reason shall be deemed not to have existed).

5.5 Limitation of Liability . The Employee acknowledges, understands and agrees that the payments and other benefits provided for in this Article 5 represent the Company’s maximum severance obligations to the Employee. No other notice or severance entitlements shall apply. This provision shall remain in full force and effect unamended, notwithstanding any other alterations to the terms and conditions of the Employee’s employment, unless agreed to by the Company in writing. The Employee also acknowledges, understands and agrees that any such payment by the Company to the Employee on termination of the Employee’s employment shall not prevent the Company from alleging cause for the termination.

5.6 Effect of Termination . Upon any termination of this Agreement, the Employee shall immediately deliver or cause to be delivered to the Company all Confidential Information and Company property which are in the possession, charge, control or custody of the Employee.

ARTICLE 6 - GENERAL

6.1 Release . Upon any termination of this Agreement or the Employee’s employment, the Employee agrees to release the Company, the Subsidiaries, and all officers, directors and employees of the Company or the Subsidiaries from all actions, causes of action, claims or demands as a result of such termination, except as otherwise expressly provided in this Agreement. Upon compliance with the applicable termination provisions of this Agreement by the Company, the Employee agrees to deliver to the Company a full and final written release of and from all actions or claims in connection with this Agreement and the Employee’s employment in favor of the Company, the Subsidiaries, and their directors, officers and employees in a form to be provided by the Company.

6.2 Recitals . The parties agree that the Recitals set out herein are true and accurate and shall form part of this Agreement.

6.3 Headings . The division of this Agreement into articles and sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement.

6.4 Assignment . This Agreement shall be personal as to the Employee and shall not be assignable by the Employee subject to the terms herein. This Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators and legal personal representatives of the Employee and the successors and assigns of the Company. The Company may assign this Agreement, in its sole discretion, to any successor entity of the Company.

6.6 Amendments . No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties hereto. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.

6.7 Severability . If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

6.8 Further Acts . The parties shall do all such further acts and things and provide all such assurances and deliver all such documents in writing as may be required, from time to time in order to fully carry out the terms, provisions and intent of this Agreement.

6.9 Notice . Any demand, notice or other communication to be given in connection with this Agreement shall be given in writing by personal delivery, electronic delivery or by registered mail addressed to the recipient as follows:

Bionik Laboratories Corp.

483 Bay Street, N105

Toronto, Ontario M5G 2C9

Telephone: (416) 640-7887

Email: pb@bioniklabs.com

Hermano Igo Krebs

81 Lovell Road

Watertown, MA 02472

Telephone: (617) 335-4485

Email: hikrebs@gmail.com

or such other address or number as may be designated by either party to the other in accordance herewith. Any notice given by personal delivery will be conclusively deemed to have been given on the day of actual delivery of the notice and, if given by registered mail, on the third day, other than a Saturday, Sunday or statutory holiday in Ontario, Canada or the Commonwealth of Massachusetts, following the deposit of the notice in the mail. If the party giving any notice knows or ought reasonably to know of any difficulties with the postal system that might affect the delivery of mail, any such notice may not be mailed but must be given by personal delivery. In the case of electronic delivery, on the same day that it was sent if sent on a business day and the acknowledgement of receipt is received by the sender before 5:00 p.m. (in the place of receipt) on such day, and otherwise on the first business day thereafter.

6.10 Jurisdiction . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Each of the parties hereto agrees that any action or proceeding related to this Agreement must be brought in any court of competent jurisdiction in the Commonwealth of Massachusetts, and for that purpose hereby submits to the jurisdiction of such Massachusetts court.

6.11 Section 409A . This Agreement is intended to comply with or be exempt from Section 409A of the Code and will be interpreted, administered and operated in a manner consistent with that intent. Notwithstanding anything herein to the contrary, if at the time of the Employee’s separation from service with the Company he is a “specified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a result of such separation from service are subject to Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) until the date that is six months following the Employee’s separation from service with the Company (or the earliest date as is permitted under Section 409A of the Code), and the Company will pay any such delayed amounts in a lump sum at such time. If any other payments of money or other benefits due to the Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to the Employee under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to the Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. References to “termination of employment” and similar terms used in this Agreement are intended to refer to “separation from service” within the meaning of Section 409A of the Code to the extent necessary to comply with Section 409A of the Code. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. Any provision in this Agreement providing for any right of offset or set-off by the Company shall not permit any offset or set-off against payments of “non-qualified deferred compensation” for purposes of Section 409A of the Code or other amounts or payments to the extent that such offset or set-off would result in any violation of Section 409A or adverse tax consequences to the Employee under Section 409A.

6.12 Independent Legal Advice . The Employee acknowledges that he has been advised to seek independent legal counsel in respect of the Agreement and the matters contemplated herein. To the extent that he declines to receive independent legal counsel in respect of the Agreement, he waives the right, should a dispute later develop, to rely on his lack of independent legal counsel to avoid his obligations, to seek indulgences from the Company or to otherwise attack the integrity of the Agreement and the provisions thereof, in whole or in part.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first written above.

	BIONIK LABORATORIES CORP.


	By:	/s/ Peter Bloch
		Name: Peter Bloch Title: CEO


	/s/ Hermano Igo Krebs
	HERMANO IGO KREBS

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, is made as of the 21 ^st day of April, 2016, by and between BIONIK LABORATORIES CORP., a Delaware corporation (hereinafter referred to as the “Company”), and JULES FRIED (hereinafter referred to as the “Employee”).

RECITALS

WHEREAS, the Company, directly or through its subsidiaries, is engaged in the business of medical device research, development and production; and

WHEREAS, the Company and the Employee have agreed to enter into an employment relationship upon the terms and subject to the conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained and other good and valuable consideration, the parties agree as follows:

ARTICLE 1- EMPLOYMENT AND DUTIES

1.1 Appointment . Subject to the terms and conditions of this Agreement, the Company hereby agrees to employ the Employee, and the Employee hereby accepts employment in the position of Vice President of the Company responsible for (a) management of the U.S. operations of the Company, and (b) the sales, operations and business of Interactive Motion Technologies Inc. (“IMT”), a wholly-owned subsidiary of the Company (collectively, the “Position”) effective as of the date first written above.

1.2 Term . The Employee shall be employed for a three (3) year term, subject to the termination provisions set out in this Agreement and to any amendments as may from time to time be agreed to in writing by the Employee and the Company (the “Term”).

During the Term, the Employee shall faithfully and honestly serve the Company and devote no less than full-time service to the business and affairs of the Company or, where applicable, any subsidiary or other affiliate of the Company (individually a “Subsidiary” and collectively, the “Subsidiaries”), including the Employee’s role in the Position and other duties, if any. The Employee shall use his best efforts to promote the interests of the Company and its Subsidiaries. Notwithstanding the foregoing or anything else to the contrary herein, nothing in this Agreement shall preclude the Employee from:

(a) engaging in charitable, education, communal or recreational activities; or

However, the engagements described in 1.4(a) – (b) above shall only be permissible so long as they do not result in a contravention of Article 3 hereof, or impair the ability of the Employee to discharge his duties to the Company hereunder.

ARTICLE 2 - COMPENSATION

2.1 Base Salary . The Employee will receive an annual base salary of Two Hundred Eighteen Thousand Dollars ($218,000), payable in accordance with the Company’s standard payroll practices in effect from time to time, and subject to applicable statutory deductions and withholding required by law (“Base Salary”). The Employee’s Base Salary will be reviewed on an annual basis to determine potential increases, if any, based on the Employee’s performance and that of the Company.

2.3 Bonus . The Employee may be entitled to earn an annual discretionary bonus of up to 30% of Base Salary, payable in the Company’s discretion based on performance in the previous fiscal year (“Bonus”). The Bonus will be determined based on the achievement of the Employee’s objectives that will be agreed to with the Board.

2.5 Vacation . The Employee shall be entitled to four (4) weeks of paid vacation per calendar year. Such vacation shall be taken at a time or times acceptable to the Company. The Employee shall be allowed to carry forward any unused vacation into the next calendar year for up to one (1) month with the prior written approval of the Company’s Chief Financial Officer.

ARTICLE 3- COVENANTS

3.1 No Restrictions on Employee’s Employment . The Employee acknowledges and affirms that he is not a party to any agreement or understanding that would conflict or interfere with, or prevent him from being employed by or performing services for the Company.

3.2 Confidential Information . The Employee hereby acknowledges that, by reason of his employment with the Company, he has and will acquire information about matters and things which are confidential to the Company and/or the Subsidiaries (the “Confidential Information”), and which Confidential Information is the exclusive property of the Company and/or the Subsidiaries, respectively. The Confidential Information includes, without limitation, information concerning the Company’s and the Subsidiaries’ strategic plans, product research and development plans, details and results, trade secrets, supplier lists, data, work product developed by or for the Company or the Subsidiaries, and all other data and information concerning the business and affairs of the Company and the Subsidiaries. Notwithstanding anything to the contrary contained herein, for the purposes hereof, Confidential Information shall not include:

The Employee agrees that during the Term and at all times thereafter, he shall not for any reason (except in the performance of his responsibilities for the Company) directly or indirectly, (i) use for his own benefit or for the benefit of others, (ii) disseminate, publish or disclose, or (iii) authorize or permit the use, dissemination or disclosure by any person, firm or entity, any Confidential Information without the express written consent of the Board and the Subsidiaries. Upon termination of the Employee’s employment or this Agreement, or at any time at the request of the Company for any reason, the Employee agrees to return to the Company and its Subsidiaries (or, in the case of electronic items, permanently delete) all documents, records, storage, data, samples, and other property of the Company and its Subsidiaries, together with all copies thereof which contain or incorporate any Confidential Information.

3.3 Intellectual Property, Inventions and Patents . As part of the consideration for this Agreement and for his employment by the Company, subject to the provisions of this Agreement, the Employee hereby assigns to the Company, as and when same arise, his entire right, title and interest, including all intellectual property rights and trade secret rights, in and to any and all work product that is conceived, created, developed or otherwise generated by the Employee from time to time that relates to the business of the Company or the Subsidiaries, including but not limited to all inventions, research, designs, trade secrets, improvements, plans, specifications and documentation (collectively, “Work Product”), all of which shall be deemed a work for hire for the Company under the U.S. Copyright Act to the fullest extent permitted under the law. The Employee further agrees that he will promptly, fully disclose to the Company or the Subsidiaries all such Work Product and will, at any time from the date hereof, including during and after his employment with the Company, at the Company’s expense, render to the Company or the Subsidiaries such cooperation and assistance as the Company or the Subsidiaries may deem advisable in order to obtain copyright, patent, trademark or industrial design registrations as the case may be on, or otherwise vest, perfect or defend the Company’s or the Subsidiaries’ rights with respect to, any or all Work Product. Such cooperation and assistance shall include, but is not limited to, the execution of any and all applications for copyright, patent, trademark or industrial design registrations, assignments of copyrights and other instruments in writing which the Company and the Subsidiaries may deem necessary or desirable. The Employee hereby irrevocably waives all of his moral rights in the Work Product in favor of the Company and its Subsidiaries and their respective successors, assignees and licensees.

All of the aforesaid covenants in this Section shall be binding on the assigns, executors, administrators and other legal representatives of the Employee.

3.4 Non-Solicitation of Employees . The Employee shall not, during the period from the date hereof to that date which is one (1) year following the termination of this Agreement or the Employee’s employment, for any reason, directly or indirectly, hire any employees or consultants of the Company or Subsidiaries, or induce or attempt to induce, solicit or attempt to solicit, any of the employees or consultants of the Company or Subsidiaries to leave their employment or engagement with the Company.

3.5 Non-Solicitation of Customers and Suppliers . The Employee shall not, during the period from the date hereof to that date which is one (1) year following the termination of this Agreement or the termination of the Employee’s employment, for any reason, directly or indirectly, without the prior written consent of the Company, solicit or attempt to solicit any customers of the Company or the Subsidiaries with whom the Employee had contact or material knowledge of, for the purpose of selling to those customers any products or services which are the same as or substantially similar to or in any way competitive with the products or services sold by the Company or the Subsidiaries at the time of termination of this Agreement. The Employee shall not, during the period from the date hereof to that date which is one (1) year following the termination of this Agreement or the termination of the Employee’s employment, for any reason, directly or indirectly, without the prior written consent of the Company, solicit or attempt to solicit any suppliers of the Company or the Subsidiaries with whom the Employee had contact with or material knowledge of, for the purpose of diverting or attempting to divert business away from the Company or the Subsidiaries.

3.6 Non-Competition . The Employee shall not, without the prior written consent of the CEO of the Company, which shall not be unreasonably withheld, at any time during the period from the date hereof to that date which is one (1) year following the date of termination of this Agreement or the Employee’s employment, engage in the development of similar medical devices or devices that are in any way competitive with the products or services developed, being developed, commercialized and/or sold by the Company or the Subsidiaries at the time of the termination of this Agreement (“Competitive Activity”). The Employee may not engage in such Competitive Activity either individually or in partnership or jointly or in conjunction with any person as principal, agent, employee, shareholder (other than a holding of shares listed on a Canadian or United States stock exchange that does not exceed five percent (5%) of the outstanding shares so listed) or in any other manner whatsoever, nor shall the Employee lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by any person engaged in a similar business to the Company or the Subsidiaries.

3.7 Disparaging Comments . The Employee agrees not to make critical, negative or disparaging remarks about the Company or its management, business or employment practices; provided that nothing in this paragraph shall be deemed to prevent the Employee from responding fully and accurately to any question, inquiry or request for information when required by applicable law or legal process, or to enforce this Agreement. The Company agrees to direct its officers and directors not to make critical, negative or disparaging remarks about the Employee; provided that nothing in this paragraph shall be deemed to prevent the Company or its officers or directors from responding fully and accurately to any question, inquiry or request for information when required by applicable law or legal process, or to enforce this Agreement.

3.8 Acknowledgement, Waiver and Enforcement . The Employee confirms that the restrictions contained in this Article 3 are reasonable and valid to protect the legitimate business interests of the Company and the Subsidiaries. The Employee hereby agrees and acknowledges that it would be extremely difficult to measure the damages that might result from any breach of any of the covenants of the Employee contained herein and that any breach of any of the covenants of the Employee might result in irreparable injury to the business for which monetary damages could not adequately compensate. If a breach of any of the covenants of the Employee occurs, the Company shall be entitled, in addition to any other rights or remedies the Company may have at law or in equity, to have an injunction issued by any competent court (without the need to post a bond) enjoining and restricting the Employee and all other parties involved therein from continuing such breach.

3.9 Notwithstanding anything to the contrary herein, if any applicable law or governmental entity shall reduce the time period or scope during which the Employee shall be prohibited from engaging in any competitive or soliciting activity described in this Article 3, the period of time or scope, as the case may be, for which the Employee shall be prohibited shall be reduced to the maximum time or scope permitted by law.

3.10 Survival and Enforceability . It is expressly agreed by the parties hereto that the provisions of this Article 3 shall survive the termination of this Agreement and the Employee’s employment.

3.11 Lock-Up of Shares . The Employee irrevocably agrees with the Company that he will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) with respect to, any shares of common stock of the Company or securities convertible, exchangeable or exercisable into, shares of common stock of the Company beneficially owned, held or acquired, now or in the future, by the Employee as a result of the Company’s acquisition of IMT (the “Securities”), until as set forth on Schedule I hereto (such period, the “Restriction Period”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in violation of this section. The Company may, in its sole and absolute discretion, consent to an early release from the Restriction Period if it determined that the market for the Securities would not be adversely impacted by sales and in cases of the Employee’s financial emergency. The Company shall use commercially reasonable best efforts to register the shares of common stock underlying any Securities issued pursuant to an option or equity incentive plan of the Company or assumed by the Company, on a Form S-8 or other applicable form (the “Form S-8”), no later than ninety (90) days after the date hereof. As, if and when the Company registers for resale (such registration statement, the “Resale Registration Statement”) (a) the shares of its common stock issuable upon the exchange of the Exchangeable Shares of Bionik Laboratories Inc. held by Peter Bloch and/or Michael Prywata, or (b) the shares of its common stock held by Neville Hogan, Hermano Igo Krebs and/or Sara Gardner as a result of the Company’s acquisition of IMT, then in any such case the Company shall further register for resale on such Resale Registration Statement any of the Employee’s shares of common stock underlying the Securities. This Section 3.11 shall survive the expiration or termination of the Agreement.

ARTICLE 4 - DEATH

4.1 Death . If the Employee dies while employed under this Agreement, this Agreement shall terminate immediately and the Company shall pay to the Employee’s estate, any earned Base Salary, accrued vacation and pro rata annual bonus that is unpaid up to the date of his death. All options and warrants owned by the Employee prior to the date of his death shall continue in accordance with the terms and conditions thereof.

ARTICLE 5 - TERMINATION OF EMPLOYMENT

5.1 Termination by Company for Cause . The Company may terminate this Agreement for cause at any time without any prior notice. The Employee will be provided with any unpaid, earned Base Salary and accrued vacation, benefits as set out in Section 2.4, and unreimbursed expenses incurred up to the date of termination. For the purposes of this Agreement, “cause” shall mean:

(a) a material breach by the Employee of the terms of this Agreement;

(b) a conviction of or plea of guilty or nolo contendere to any felony or any other crime involving dishonesty or moral turpitude,

(d) willful or intentional breach of the Employee’s fiduciary duties to the Company,

(e) the violation of a material policy of the Company as in effect from time to time, or

(f) any act or conduct that would constitute cause at common law.

5.2 Termination by Disability . The Company may terminate this Agreement as a result of any mental or physical disability or illness which results in the Employee being unable to substantially perform his duties for a continuous period of 150 days or for periods aggregating 180 days within any period of 365 days. Permanent or indefinite inability to perform essential functions shall be based on the opinion of a qualified medical provider chosen by the Company. Termination will be effective on the date designated by the Company, and the Employee will be paid his annual Base Salary, accrued vacation and pro rata annual bonus and benefits as set out in Section 2.4 through the date of termination, and expenses incurred up to the date of termination.

5.3 Termination by Employee . The Employee may terminate this Agreement and his employment at any time, for any reason, provided that the Employee provides the Company with thirty (30) days’ prior written notice. The Employee agrees to use his best effort to assist the Company to complete an effective reallocation of his responsibilities upon the giving of such notice. The Company may waive notice, in whole or in part, by providing the Employee pay in lieu of notice for the balance of the thirty (30) day period, including benefits as set out in Section 2.4 and reimbursement of expenses already incurred.

5.4 Termination by Company for Other than Cause . The Company may terminate this Agreement and the Employee’s employment, for any reason without cause, upon three (3) weeks’ notice of termination and, provided that the Employee executes a general release to be provided to the Company in form and substance acceptable to the Company, the Company shall pay to the Employee an amount equal to three (3) months’ salary, plus four (4) weeks’ salary for each completed year of service to the Company or to any Subsidiary of the Company (including IMT), up to a maximum of nine (9) months’ salary.

5.5 Limitation of Liability . The Employee acknowledges, understands and agrees that the payments and other benefits provided for in this Article 5 represent the Company’s maximum termination and severance obligations to the Employee. No other notice or severance entitlements shall apply. This provision shall remain in full force and effect unamended, notwithstanding any other alterations to the terms and conditions of the Employee’s employment, unless agreed to by the Company in writing. The Employee also acknowledges, understands and agrees that any such payment by the Company to the Employee on termination of the Employee’s employment shall not prevent the Company from alleging cause for the termination.

ARTICLE 6 - GENERAL

6.2 Recitals . The parties agree that the Recitals set out herein are true and accurate and shall form part of this Agreement.

6.5 Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto, whether verbal or in writing. The foregoing includes any prior understandings and agreements between the Employee and IMT, including but not limited to that undated “Consultant/President Agreement Term Sheet” between the Employee and IMT (referred to therein as “InMotion Technology, Inc.”), which is hereby deemed terminated and no longer of any force or effect; provided, however, that provisions in the paragraph titled Equity Participation in that agreement relating to stock options and the provision of the Invoice dated June 2, 2015 providing for payment of deferred compensation in effect as of the date hereof shall continue in accordance with their respective terms. There are no other written or verbal representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties.

Bionik Laboratories Corp.

483 Bay Street, N105

Toronto, Ontario M5G 2C9

Telephone: (416) 640-7887

Email: pb@bioniklabs.com

Jules Fried

At the most recent address on file with the Company

Email: jules@jmfried.com

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first written above.

	BIONIK LABORATORIES CORP.


	By:	/s/ Peter Bloch
		Name: Peter Bloch Title: CEO


	/s/ Jules Fried
	JULES FRIED

SCHEDULE I

Lock-Up

The Employee may rely upon Rule 144 to sell any of his Securities during the Restriction Period.

Any shares of common stock underlying $.25 options shall be released from the Restriction Period upon the effectiveness of the Resale Registration Statement referred to in the last sentence of Section 3.11.

Any shares of common stock underlying $.95 options shall not be subject to the Restriction Period.

Any other Securities owned by the Employee, whether as of the date of this Agreement or otherwise, shall be released from the Restriction Period upon the effectiveness of the Resale Registration Statement referred to in the last sentence of Section 3.11.