Exhibit 10.1


 


LOAN AND SECURITY AGREEMENT,
dated as of March 7, 2016, by and between Interactive Motion Technologies Inc., a Massachusetts corporation (the “Borrower”),
and Bionik Laboratories Corp., a Delaware corporation (the “Lender”).


 


WHEREAS, the Borrower
and the Lender are parties to that Agreement and Plan of Merger, dated as of March 1, 2016, pursuant to which the Lender will acquire
the Buyer, subject to the terms and conditions thereof (the “Merger Agreement”); and


 


WHEREAS, subject to
the limitations set forth herein, the Lender wishes to loan to the Borrower $68,750 (the “Loan”), on the terms
set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants set forth herein, the parties agree as follows:


 


1.                 
The Loan. Subject to the terms and conditions herein, on the date hereof, the Lender shall loan to the Borrower, and the
Borrower shall borrow from the Lender, $68,750. All
payments of principal, interest and other amounts payable hereunder shall be made in United States dollars, in immediately available
funds to the Lender, without set-off, recoupment, counterclaim or deduction of any kind.


 


2.                 
Maturity. Unless maturity is accelerated as provided herein, the Loan shall be repaid in full upon the earliest date on
which the (i) Merger Agreement is terminated by either party for any reason or (ii) merger contemplated in the Merger Agreement
becomes effective under applicable law (the date of the earliest of the foregoing being referred to as the “Maturity Date”).


 


3.                 
Interest. The Borrower shall pay interest on the outstanding principal amount of the Loan, from and including the date hereof,
on the Maturity Date, at a rate equal to 6% per annum. Interest shall be payable in cash or, upon an Acquisition Transaction, payable
pursuant to Section 4 hereof.


 


4.                 
Conversion on Acquisition Transaction. In the case of Section 2(ii), then the Loan (the outstanding aggregate principal
and accrued interest) shall be converted into or credited towards or applied to the consideration paid or payable by the Acquiror
to the Borrower in respect of such transaction. The amount of accrued interest shall be calculated as of the date such transaction
closes.


 


5.                 
Security Interest. As security for the payment and performance of the Loan, the Borrower hereby grants to the Lender a lien
and continuing security interest in and to the following property of Borrower, wherever located, and whether now owned or hereafter
acquired or arising: intellectual property, including, but not limited to all patents; accounts; chattel paper; goods, including
all inventory and equipment and any accessions thereto; instruments, including promissory notes; investment property; documents;
deposit accounts; general intangibles, including payment intangibles and software; to the extent not listed above, all other personal
property; and to the extent not listed above as original collateral, proceeds and products of the foregoing (collectively, the
“Collateral”).


 






     


     


    

 


6.                 
Events of Default. Upon the failure by the Borrower to make a payment when due of any principal or interest on the Loan
(an “Event of Default”), the Lender may declare the Loan, all interest thereon and all other amounts then outstanding
hereunder to be, whereupon the same shall be immediately due and payable, without presentment, demand, protest or further notice
of any kind, the same being hereby expressly waived by the Borrower. In any such case, the Lender may immediately exercise any
remedies available to the Lender under applicable law.


 


7.                 
Miscellaneous. This Agreement shall be binding upon and inure to the benefit of both parties hereto and their respective
successors and assigns. This Agreement may not be assigned by the Borrower without the prior written consent of the Lender. If
any provision of this Agreement shall be held to be invalid or unenforceable, in whole or in part, neither the validity nor the
enforceability of the remainder hereof or thereof shall in any way be affected. No provision of this Agreement may be amended or
waived without the prior written consent of the Lender and the Borrower.


 


8.                 
Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York.


 


9.                 
Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


10.                No Waivers. No failure or delay by the Lender in exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.


 


11.               
Counterparts; Integration. This Agreement may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire
Agreement and understanding between the parties hereto and supersedes any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof.


 


12.               
Further Assurances. The Borrower agrees that so long as the Loan is outstanding, it will, or will cause the appropriate
person to, sign, file, authenticate and authorize the signing, filing and authenticating of, such financing statements and other
documents (and pay the cost of filing and recording the same in all public offices reasonably deemed necessary by the Lender),
and do such other acts, as the Lender may reasonably request to establish and maintain a perfected and valid security interest
in the Collateral free and clear of all other claims and liens, except liens this Agreement contemplates or such other liens the
Borrower is subject to that are specifically senior to the Lender’s other loans to the Borrower as of the date hereof.


 




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


 





	The Borrower:	 	The Lender:	 
	 	 	 	 	 	 
	Interactive Motion Technologies Inc.	 	Bionik Laboratories Corp.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ JULES FRIED	 	By:	/s/ LESLIE MARKOW	 
	 	Name:  Jules Fried	 	 	Name:  Leslie Markow	 
	 	Title:  Chief Executive Officer	 	 	Title:  Chief Financial Officer	 







  






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