Exhibit 10.3


 


EXCHANGE AGREEMENT


 


THIS EXCHANGE AGREEMENT
(this “Agreement”) is dated as of the 28th day of June, 2018 (the “Effective Date”),
by and between Bionik Laboratories Corp., a Delaware corporation (the “Company”), and RGD Investissements S.A.S
(the “Holder”).


 


WHEREAS, the Holder
beneficially owns and holds that certain (i) Promissory Note, dated as of April 12, 2018, issued by the Company, in the principal
amount of $420,000 (the “$420K Note”), (ii) Promissory Note, dated as of April 26, 2018, issued by the Company,
in the principal amount of $500,000 (the “$500K Note”), (iii) Promissory Note, dated as of May 10, 2018, issued
by the Company, in the principal amount of $190,000 (the “$190K Note”), (iv) Promissory Note, dated as of May
24, 2018, issued by the Company, in the principal amount of $590,000 (the “$590K Note”), (v) Promissory Note,
dated as of June 12, 2018, issued by the Company, in the principal amount of $100,000 (the “$100K Note”), and
(vi) Promissory Note, dated as of June 22, 2018, issued by the Company, in the principal amount of $160,000 (the “$160K
Note” and, collectively with the $420K Note, the $500K Note, the $190K Note, the $590K Note, and the $100K Note, the
 “Notes”).


 


WHEREAS, the Holder
desires to exchange all of the Notes, including accrued but unpaid interest on the Notes through June 28, 2018, for one of the
Company’s Convertible Promissory Notes (the “Exchange Security”) pursuant to the Company’s convertible
note offering of up to $6,000,000 (the “Offering”), and the Company desires to issue the Exchange Security in
exchange for all of the Notes, all on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Company and the Holders hereby agree as follows:


 


Section 1. Exchange.
On the Effective Date, subject to and upon the terms and conditions set forth in this Agreement, the Holder shall surrender to
the Company the Notes and all of the rights, covenants, agreements and obligations set forth therein or contemplated thereby, including
but not limited to any interest accrued and unpaid on the principal amount of the Notes (collectively, the “Rights”),
and, in exchange therefore, the Company shall issue to the Holder the Exchange Security, with an issue date as of the Effective
Date. The Exchange Security shall be substantially the same as the convertible promissory notes issued by the Company pursuant
to the Offering. Upon the Effective Date, the Holder will not have any interest or title in or to any of the Notes or the Rights.


 


Section 2. Ownership
and Interest. The Holder is the record and beneficial owner of each of the Notes and the Rights, free and clear of all liens,
charges, pledges, security interests, claims, mortgages, options, encumbrances, rights of first refusal, conditions, covenants,
and other restrictions (other than any restrictions under the Securities Act of 1933, as amended, or state securities laws).


 


Section 3. Applicable
Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard
to its conflict of law rules.


 






     


     


    

 


Section 4. Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which 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; provided that a facsimile
signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if
the signature were an original, not a facsimile signature.


 


Section 5. Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


Section 6. Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


Section 7. Entire
Agreement; Amendments. This Agreement and the Exchange Security supersede all other prior oral or written agreements between
the Holder, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and
this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Holder makes any
representation, warranty, covenant or undertaking with respect to such matters; provided, however, that all representations and
warranties contained in that certain Subscription Agreement, dated as of the Effective Date and executed and delivered by the Holder,
shall be incorporated herein. No provision of this Agreement may be amended other than by an instrument in writing signed by the
Company and the Holder. No provision hereof may be waived other than by an instrument in writing signed by the party against whom
enforcement is sought.


 


Section 8. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns. The Holder may not assign any of its rights hereunder without the prior written consent of the Company.


 


Section 9. No Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


Section 10. Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


[Signature Pages
Follow]


 




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


 





	 	BIONIK
    LABORATORIES CORP.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Eric Dusseux	 
	 	Name:  Eric
    Dusseux	 
	 	Title:  CEO	 
	 	 	 	 
	 	 	 	 
	 	RGD
    INVESTISSEMENTS S.A.S	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Remi Gaston-Dreyfus	 
	 	Name:  Remi
    Gaston-Dreyfus	 
	 	Title:
    CEO	 









 






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