Exhibit 10.1


 


ALLONGE TO CONVERTIBLE PROMISSORY NOTES


 


Allonge (this “Allonge”)
to those certain Convertible Promissory Notes (as amended, the “Convertible Promissory Notes”) referenced hereto in
Exhibit 1 and made a part hereof, in each case from Bionik Laboratories Corp. (“Borrower”), to the Holders described
therein (the “Holders”).


 


WHEREAS, Section 7.6
of the Convertible Promissory Notes provides, in part, that the Note may be amended with the written consent of the Company and
the holders of a majority in original aggregate principal amount of the Note and the Related Notes (as defined in the Convertible
Promissory Notes), and that any such amendment shall be binding on all holders of the Convertible Promissory Notes, even if they
do not execute such consent, amendment or waiver.


 


Borrower and the undersigned
Holders, which represent a majority in original aggregate principal amount of the Note and the Related Notes, agree that each of
the Convertible Promissory Notes shall be revised as follows:


 


1.       The
definition of “Qualified Financing” in Section 1.1 of each of the Convertible Promissory Notes shall be amended and
replaced to read as follows:


 


““Qualified
Financing” means an equity or equity-linked round of financing of the Company in whatever form or type that raises,
between January 1, 2018 and March 31, 2018, in one or more tranches aggregate gross proceeds of a minimum of $2,000,000.”


 


2.       Section
3.1(a) of each of the Convertible Promissory Notes shall be amended and replaced to read as follows:


 


(a)       Conversion
upon Maturity Date. Upon a Maturity Date event specified in clause (a) of the definition thereof, without any action on the
part of the Holder, the (i) outstanding principal, (ii) accrued and unpaid interest under the Notes and (iii) the Premium, will
be converted into shares of Common Stock based upon the lesser of (A) the lowest conversion price of New Round Stock in case there
is more than one tranche of New Round Stock or (B) twenty-five cents ($0.25).


 


This Allonge is intended
to be attached to and made a permanent part of the Convertible Promissory Notes.


 


Dated as of the 30th
day of March, 2018.


 


 


 


[Remainder
of Page Intentionally left Blank; Signature Page in Counterparts Follows]


 




    	 



     


    


 





	Maker:	 	BIONIK LABORATORIES CORP.
	 	 	 	 	 
		 	 	 	 
	/s/                                                              	 	By:	/s/ Eric Dusseux	 
	 	 	Name:	 Eric Dusseux	 
	 	 	Title:	CEO	 



 



    	 



     


    

 


Agreed to and consented to pursuant to
Section 7.6 of the Convertible Promissory Notes:


 





	Holder:	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/   	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	Aggregate Principal Amount
of Convertible Promissory Notes	 


 




    	 



     


    



 


Exhibit 1


 





	RGD Investissements, as Holder	 	 
	Convertible Note	$16,666.66	12/23/2016
	Convertible Note	$16,666.66	1/24/2017
	Convertible Note	$16,666.66	2/17/2017
	Convertible Note	$500,000.00	3/28/2017
	Convertible Note	$150,000.00	8/14/2017
	Convertible Note	$150,000.00	8/29/2017
	Convertible Note	$29,350.00	9/14/2017
	Convertible Note	$100,000.00	10/2/2017
	Convertible Note	$300,000.00	10/17/2017
	Convertible Note	$500,000.00	10/30/2017
	Convertible Note	$600,000.00	11/27/2017
	 	 	 
	Star SCI, as Holder	 	 
	Convertible Note	$50,000.00	8/14/2017
	Convertible Note	$50,000.00	8/28/2017
	Convertible Note	$100,000.00	9/14/2017
	Convertible Note	$300,000.00	9/28/2017
	 	 	 
	Lombard, as Holder	 	 
	Convertible Note	$33,333.33	12/22/2016
	Convertible Note	$33,333.33	1/26/2017
	Convertible Note	$33,333.33	2/15/2017
	 	 	 
	Lombard, as Holder	 	 
	Convertible Note	$166,666.67	12/28/2017
	Convertible Note	$166,666.67	1/26/2017
	Convertible Note	$166,666.67	2/15/2017
	 	 	 
	Solomar SA, as Holder	 	 
	Convertible Note	$166,666.67	12/22/2016
	Convertible Note	$166,666.67	1/25/2017
	Convertible Note	$166,666.67	2/15/2017
	 	 	 
	Guy Grinberg, as Holder	 	 
	Convertible Note	$50,000.00	1/11/2017
	 	 	 
	ECI, as Holder	 	 
	Convertible Note	$100,000.00	12/22/2016
	Convertible Note	$99,975.00	1/26/2017
	Convertible Note	$100,000.00	2/16/2017
	Convertible Note	$240,000	9/14/017



 






    	 



     


    

 


	RREI, as Holder	 	 
	Convertible Note	$150,000.00	10/17/2017
	 	 	 
	Alain Krzentowski, as Holder	 	 
	Convertible Note	$50,000.00	10/18/2017
	 	 	 
	Rouillon, as Holder	 	 
	Convertible Note	$30,000.00	9/14/2017
	 	 	 
	Jean-Pierre Barjon, as Holder	 	 
	Convertible Note	$200,000.00	12/6/2017