Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT,
is made as of the Start Date (as defined below), by and between BIONIK LABORATORIES CORP., a Delaware corporation (hereinafter referred
to as the “Company”), and Dan Gonsalves (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 Chief Financial Officer of the Company and as the Company’s principal financial and accounting officer
(the “Position”), effective as of October 6th, 2022 (the “Start Date”).


 


1.2       Term.
The Employee shall be employed until terminated pursuant to the termination provisions set out in Article 4 and Article 5 of 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”).


 


1.3       Reporting
and Duties. The Employee shall report to the Chief Executive Officer of the Company and to the Board of Directors of the Company (the
 “Board”). The Employee shall be responsible for (a) the preparation and implementation of the finance strategy and budget
reviews for the Company, (b) preparation and delivery of all SEC and financial markets regulatory agencies reporting requirements, (c)
operational management of cash flow, receivables, payables, expenses and payroll, (d) support the CEO in Investor Relation activities
including fund raising, Board meetings and monitoring of shares, (e) perform all of the normal and customary duties, responsibilities
and authorities customarily accorded to, and expected and required of the Position, including those duties, responsibilities and authorities
as may be reasonably designated by the Chief Executive Officer of the Company or the Board from time to time, (f) providing to the Company
such personal information as is necessary and appropriate for the Company to satisfy its reporting obligations under applicable United
States securities laws and stock exchange rules and requirements and (g) certifying the Annual Reports on Form 10-K and Quarterly Reports
on Form 10-Q of the Company, and all other required filings, pursuant to Rule 13a-14(a) or 15d-14(a), and Rule 13a-14(b) or 15d-14(b),
in each case promulgated under the United States Securities Exchange Act of 1934, as amended (collectively, the “Duties”).
Services performed pursuant to this Agreement shall be performed at the Company’s U.S. headquarters in Boston, Massachusetts, or
such place(s) as shall be mutually agreeable to the Company and Employee. The Employee understands and agrees that the Position requires
travel to the Company’s offices and facilities from time to time, to fulfill the Duties. The Employee agrees to comply with all
applicable policies and rules of Company. 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 the Duties. 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; (b) engaging in another business enterprise as a passive investor
or (c) engaging in local, private business ventures of which he is a minority owner as of the Start Date; provided that in no event shall
the Employee own more than 4.9% of any other business enterprise (other than with respect to clause (c) above) and further provided that
no such business enterprise shall be a competitor of the Company or its Subsidiaries. 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 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.


 






    	 		 



     


    

 


ARTICLE 2 - COMPENSATION


 


2.1       Base
Salary. The Employee will receive an annual base salary of Two Hundred Forty Thousand Dollars ($240,000), 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.


 


2.2       Incentive
Compensation. The Employee will be entitled to participate in the Company’s 2014 Equity Incentive Plan or other incentive plan
or arrangement (the “Plan”) based on the terms of the Plan. Subject to the immediately following sentence, the Employee shall
be granted options to purchase an aggregate of 60,000 shares of the Company’s common stock, at an exercise price per share equal
to the fair market value of the Company’s common stock on the date of grant, and which shall vest 1/3 on each of the first three
(3) year anniversaries of the date of grant. The granting of any options or other equity compensation is conditional on the written approval
of the Board (or applicable committee thereof), and subject to any applicable stockholder approval, and the Company reserves the right
to alter, amend, replace or discontinue the 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 bonus of up to 30% of Base Salary, payable 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 CEO for each particular fiscal year, and paid to Employee within the earlier of 90 days after the close of each fiscal year
and the completion of the company audit.


 






    	 		 



     


    

 


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 paid vacation pursuant to the Company’s Flexible Time Off policy in effect from time to time. Such
vacation shall be taken at a time or times acceptable to the Company.


 


2.6       Expense
Reimbursement. The Employee shall be reimbursed for all reasonable expenses actually and properly incurred by him 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       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 or limit him from being employed by or perform 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: (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 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. 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 (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. Pursuant to the Defend Trade Secrets Act of 2016, the Employee acknowledges
that the Employee shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade
secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney
and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document
filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Employee files a lawsuit for retaliation by
the Company for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and may use
the trade secret information in the court proceeding, if Employee (x) files any document containing the trade secret under seal and (y)
does not disclose the trade secret, except pursuant to court order.


 






    	 		 



     


    

 


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 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. 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 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.


 






    	 		 



     


    

 


3.4       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 later
of termination of this Agreement or the termination of the Employee’s employment, for any reason, directly or indirectly, hire any
employees or consultants of the Company and/or Subsidiaries (or any individual who was an employee or consultant of the Company at any
time during the 12-month period preceding any such inducement, hire or solicitation) , or induce or attempt to induce, or solicit or attempt
to solicit, any of the employees or consultants of the Company and/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 later of 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, at any time during the period from the date hereof to that date which is one (1) year following the later of termination
of this Agreement or the termination of the Employee’s employment, engage in the commercialization of medical devices similar to
those, 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 during the term of this Agreement and 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, consultant, shareholder (other than a holding of shares listed on a 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. The Company shall have the option to elect whether to enforce this Section
3.6. If the Company elects to enforce this Section 3.6, 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 3.6, up to
one (1) year following termination of employment. The Company’s payment obligation pursuant to this Section 3.6 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 3.6, the Employee’s restrictions set forth in this Section 3.6 shall be void thereafter.


 






    	 		 



     


    

 


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, including its business plans and marketing and commercialization
strategies. 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, court 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.


 


ARTICLE 4 – DEATH; DISABILITY


 


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 and accrued vacation, if any, that is unpaid up to the date of his death.


 






    	 		 



     


    

 


4.2       Termination
by Disability. The Company may terminate this Agreement as a result of any mental or physical disability or illness which results
in (a) 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 or (b) the Employee being subject to a permanent or indefinite inability to perform essential functions
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, if any, and benefits as set out in Section 2.4 through
the date of termination.


 


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 incurred up to the date of termination. For the purposes of this Agreement, “cause”
shall mean any of: (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; (c) the commission of any act of fraud or dishonesty,
or theft of or intentional damage to the property of the Company; (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 Company for Other than Cause. The Company may terminate this Agreement and the Employee’s employment, for any reason without
cause 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 six (6) months’ Base Salary as provided in Section 2.1 (the “Severance”)
plus accrued unused vacation, if any; provided that the Company shall not be required to pay the Severance in the event the Company elects
to enforce Section 3.6, and continues paying Employee’s salary pursuant to Section 3.6 in an amount no less than the Severance amount.


 


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. In case of Good Reason (as defined below),
the Company shall pay to the Employee: (i) the Severance; and (ii) accrued vacation time if any; provided that the Company shall not be
required to pay the Severance in the event the Company elects to enforce Section 3.6, and continues paying Employee’s salary pursuant
to Section 3.6 in an amount no less than the Severance amount. For purposes of this Employment Agreement, “Good Reason” shall
mean any of: (1) A material diminution in the Employee's base compensation; (2) A material diminution in the Employee's authority, duties,
or responsibilities; or (3) 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).


 






    	 		 



     


    

 


5.4       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 or other payments
or entitlements shall apply except as specifically set forth herein. 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.


 


5.5       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 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 general release in form and substance acceptable to 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 corporate affiliate
or Subsidiary of the Company.


 


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.
There are no other written or verbal representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied
or statutory between the parties.


 


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.
In the event any portion of this Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion or provision shall
not affect any other provision hereof and this Agreement shall be construed and enforced as if the invalid provision had not been included.
The parties further agree that a court is expressly authorized to modify any unenforceable provision of this Agreement by making such
modifications as it deems warranted to carry out the intent and agreement of the parties hereto, which is to enforce the Agreement and
each of the provisions contained herein to the maximum extent permitted by law.


 






    	 		 



     


    

 


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.


80 Coolidge Hill Road


Watertown, MA 02472


Telephone: (617) 926-4800


Email: rrusso@bioniklabs.com


 


Dan Gonsalves


6 Aberdeen Drive


Scituate, MA 02066


Email: dgonsalves@bioniklabs.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 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.


 


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


 


	 	Bionik Laboratories Corp.	 
	 	 	 	 
	 	By:	/s/ Rich Russo Jr.	 
	 	Name:	Rich Russo Jr.	 
	 	Title:	CEO	 
	 	 	 	 
	 	/s/ Dan Gonsalves	 
	 	NAME: Dan Gonsalves