Exhibit 10.1


 


 





SUBSCRIPTION AGREEMENT


 


This Subscription
Agreement (this “Agreement”) is made as of December 20, 2016, by and among Bionik
Laboratories Corp., a Delaware corporation (the “Company”), and the subscribers identified
on the signature pages hereto (each, a “Subscriber” and collectively, the “Subscribers”).


 


Recitals





 


Whereas,
the Company seeks to sell a maximum of US$1,500,000 (the “Total Amount”) in Convertible Promissory Notes
in the form annexed hereto as Exhibit A (each, a “Note”
and collectively, the “Notes”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), Rule 506(b) of Regulation D (“Regulation D”) and/or
Regulation S (“Regulation S”) as promulgated under the Securities Act (the “Offering”);
and


 


Whereas,
the Subscribers wishes to purchase Notes in the amount set forth on (the “Subscription Amount”), and
in accordance with the lending percentages set forth opposite their respective names on (each, a “Proportionate Percentage”),
their respective Signature Page to this Agreement.


 


Now,
Therefore, in consideration of
the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and the Subscribers hereby agree as follows:


 


		1.	PURCHASE OF CONVERTIBLE PROMISSORY NOTES.



 


1.1             
Subscription. Subject to the terms and conditions herein, the Subscribers
will loan to the Company, and the Company shall borrow from the Subscribers, in accordance with the Proportionate Percentage: (a)
on or about December 20, 2016, an aggregate of US$500,000; (b) on January 16, 2017, an aggregate of US$500,000; and (c) on February
15, 2017, an aggregate of US$500,000 (each such date, a “Funding Date”). Notwithstanding the foregoing,
in the event the Company raises aggregate gross proceeds from the sale of the Notes hereunder plus the sale its equity securities
in an amount equal to or in excess of US$5,000,000 before one or more of the Funding Dates, the Subscribers shall not be obligated
to lend, and the Company shall not borrow, the funds otherwise to be loaned on such future Funding Date(s); provided, however,
if the Company raises aggregate gross proceeds (excluding the sale of the Notes hereunder) in an amount equal to or in excess of
US$1,500,000 but less than US$3,000,000, then in such case, the Subscribers shall nevertheless be obligated to lend the funds otherwise
to be loaned on such future Funding Dates if requested by the Company.


 


1.2             
Payment for Subscription. Each Subscriber agrees that the Subscription
Amount to the Company for the amount of the Subscriber’s Subscription is to be made upon the Initial Closing (as defined
below) and on each additional Closing (as defined below), by check or by wire transfer to an account designated by the Company.


 






     


     


    

 


		1.3	Closing.



 


(a)              
The closing of the subscriptions for the Notes shall occur on each Funding Date (collectively, the “Closings”
and each, without distinction, a “Closing”). Each Closing shall be held remotely by the electronic exchange
of documents and funds, at 10:00 a.m. Eastern Time, or at such other time and by such means upon which the Company and the Subscribers
purchasing the Notes at such Closing shall agree.


 


(b)              
The first such Closing (the “Initial Closing”) for an aggregate amount of US$500,000 in Principal
Amount of Notes shall take place on or about December 20, 2016.


 


(c)               
At each Closing, the Company shall deliver to the Subscribers executed Notes in the amounts determined for each Purchaser
pursuant to this Section 1.


 


		2.	REPRESENTATIONS AND WARRANTIES.



 


		2.1	Representations
and Warranties by the Company. The Company represents and warrants to each Subscriber that:



 


(a)              
Authorization. The Company has all corporate right, power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby. All corporate action on the part of the Company, its directors and stockholders necessary
for the: (i) authorization execution, delivery and performance of this Agreement by the Company; (ii) authorization, sale, issuance
and delivery of the Notes contemplated hereby and the performance of the Company’s obligations hereunder; and (iii) authorization,
issuance and delivery of the securities issuable upon conversion of the Notes, has been taken. The securities issuable upon conversion
of the Notes will be validly issued, fully paid and nonassessable.


 


(b)              
Enforceability. Assuming this Agreement has been duly and validly authorized, executed and delivered by the parties
hereto and thereto other than the Company, this Agreement is duly authorized, executed and delivered by the Company constitutes
the legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as
such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the
enforcement of creditors rights generally.


 


(c)               
No Violations. The execution, delivery and performance of this Agreement and the Notes by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Certificate of Incorporation
of the Company or other organizational documents of the Company, (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any
law, rule, regulation, order, judgment or decree applicable to the Company by which any property or asset of the Company is bound
or affected.


 






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2.2          Disclaimer. It is specifically understood and agreed by each Subscriber
that the Company has not made, nor by this Agreement shall be construed to make, directly or indirectly, explicitly or by implication,
any representation, warranty, projection, assumption, promise, covenant, opinion, recommendation or other statement of any kind
or nature with respect to the anticipated profits or losses of the Company, except as otherwise provided with this Agreement.


 


		2.3	Representations
and Warranties by the Subscribers. Each Subscriber represents and warrants to the Company that:



 


(a)              
The Subscriber is acquiring the Notes for the Subscriber’s own account, as principal, for investment purposes
only and not with any intention to resell, distributes or otherwise dispose of the Notes, in whole or in part.


 


(b)              
The Subscriber has had an unrestricted opportunity to: (i) obtain information concerning the Offering, including the
Notes, the Company and its proposed and existing business and assets; and (ii) ask questions of, and receive answers from the Company
concerning the terms and conditions of the Offering and to obtain such additional information as may have been necessary to verify
the accuracy of the information contained in the this Agreement or otherwise provided.


 


(c)               
The Subscriber has such knowledge and experience in financial and business matters that he is capable of evaluating
the merits and risks of investing in the Company, and all information that the Subscriber has provided concerning the Subscriber,
the Subscriber’s financial position and knowledge of financial and business matters is true, correct and complete.


 


(d)              
The Subscriber has relied solely on the advice of, or has consulted with, in regard to the legal, investment and tax
considerations involved in the purchase, ownership and disposition of Notes, the Subscriber’s own legal counsel, business
and/or investment adviser, accountant and tax adviser.


 






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(e)               
If the Subscriber is an entity, the Subscriber is duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation or organization, as the case may be. The Subscriber has all requisite power and authority
to own its properties, to carry on its business as presently conducted, to enter into and perform this Agreement, the Notes and
the agreements, documents and instruments executed, delivered and/or contemplated hereby (collectively, the “Subscription
Documents”) to which it is a party and to carry out the transactions contemplated hereby and thereby. The Subscription
Documents are valid and binding obligations of the Subscriber, enforceable against it in accordance with their terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time
in effect, which affect enforcement of creditors’ rights generally. If applicable, the execution, delivery and performance
of the Subscription Documents to which it is a party have been duly authorized by all necessary action of the Subscriber. The execution,
delivery and performance of the Subscription Documents and the performance of any transactions contemplated by the Subscription
Documents will not: (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both)
under any contract or obligation to which the Subscriber is a party or by which it or its assets are bound, or any provision of
its organizational documents (if an entity), or cause the creation of any lien or encumbrance upon any of the assets of the Subscriber;
(ii) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, any provision
of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable
to the Subscriber; (iii) require from the Subscriber any notice to, declaration or filing with, or consent or approval of any governmental
authority or other third party other than pursuant to federal or state securities or blue sky laws; or (iv) accelerate any obligation
under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Subscriber is a
party or by which it is bound.


 


(f)               
At the time the Subscriber was offered the Notes, it was, and at the date hereof it is, and on each Funding Date and
date on which the Subscriber converts the Notes the Subscriber will be, an “accredited investor” as defined in Rule
501(a) under the Securities Act. The Subscriber hereby represents that neither the Subscriber nor any of its Rule 506(d) Related
Parties is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this
Agreement, “Rule 506(d) Related Party” shall mean a person or entity covered by the “Bad Actor
disqualification” provision of Rule 506(d) of the Securities Act.


 


		3.	MISCELLANEOUS.



 


3.1           Addresses and Notices. All notices, demands, consents, requests, instructions
and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection
with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended
recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal
delivery service); (ii) if mailed certified or registered mail return receipt requested, two (2) business days after being mailed;
or (iii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced
by the receipt of the overnight courier service of recognized standing). If any notice, demand, consent, request, instruction or
other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section
3.1, or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed
received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands,
consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable:


 


	 	If to the Company to:	 	
        Bionik Laboratories Corp.

        483 Bay Street, N105

        Toronto, ON M5G 2C9

        Attention: Peter Bloch

	 	 	 	 
	 	With copies to:	 	
        Ruskin Moscou Faltischek, PC

        1425 RXR Plaza

        East Tower, 15th Floor

        Uniondale, New York 11576

        Attention: Stephen E. Fox, Esq.



 






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If to the Subscriber, to the address set
forth on the signature page annexed hereto.


 


Any such person may by notice given in
accordance with this Section 3.1 to the other parties hereto designate another address or person for receipt by such person
of notices hereunder.


 


3.2             
Titles and Captions. All Article and Section titles or captions in this
Agreement are for convenience only. They shall not be deemed part of this Agreement and do not in any way define, limit, extend
or describe the scope or intent of any provisions hereof.


 


3.3             
Assignability. This Agreement is not transferable or assignable by the
undersigned.


 


3.4             
Pronouns and Plurals. Whenever the context may require, any pronoun used
herein shall include the corresponding masculine, feminine or neuter forms. The singular form of nouns, pronouns and verbs shall
include the plural and vice versa.


 


3.5             
Further Action. The parties shall execute and deliver all documents, provide
all information and take or forbear from taking all such action as may be necessary or appropriate to achieve the purposes of this
Agreement. Each party shall bear its own expenses in connection therewith.


 


3.6             
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.


 


3.7             
Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, administrators, successors, legal representatives, personal representatives,
permitted transferees and permitted assigns. If the undersigned is more than one person, the obligation of the undersigned shall
be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be
made by and be binding upon each such person and such person’s heirs, executors, administrators and successors.


 


3.8             
Integration. This Agreement, together with the remainder of the Subscription
Documents of which this Agreement forms a part, constitutes the entire agreement among the parties pertaining to the subject matter
hereof and supersedes and replaces all prior and contemporaneous agreements and understandings, whether written or oral, pertaining
thereto. No covenant, representation or condition not expressed in this Agreement shall affect or be deemed to interpret, change
or restrict the express provisions hereof.


 






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3.9           Amendment.  This Agreement and the Notes may be amended only with the
written consent of the Company and the holders of a majority of the aggregate principal amount of the Notes (a “Majority
in Interest”). The conditions or observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) only by written instrument and with respect to conditions or performance
obligations benefiting the Company, by the Company, and with respect to conditions or performance obligations benefiting the Subscribers,
only with the consent of a Majority in Interest. Any amendment or waiver effected in accordance with this Section 3.9 shall
be binding on all holders of the Notes, even if they do not execute such amendment, consent or waiver, as the case may be.


 


3.10         Creditors.  None of the provisions of this Agreement shall be for the
benefit of or enforceable by creditors of any party.


 


3.11         Waiver.  No failure by any party to insist upon the strict performance
of any covenant, agreement, term or condition of this Agreement or to exercise any right or remedy available upon a breach thereof
shall constitute a waiver of any such breach or of such or any other covenant, agreement, term or condition.


 


3.12         Rights and Remedies. The rights and remedies of each of the parties hereunder
shall be mutually exclusive, and the implementation of one or more of the provisions of this Agreement shall not preclude the implementation
of any other provision.


 


3.13         Counterparts. This Agreement may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement. 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.


 


 


signatures
on the following pages


 


 




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In
Witness Whereof, the undersigned has executed this Agreement on this 20th day of December, 2016.


 


	Signature of Subscriber:


	
        

	 	 
	 	 	 	 
	By:	 	 	Print Name of Subscriber
	Name:	 	 	 
	Title:	 	 	 
	 	 	 	 
	 	 
	Social Security Number(s) or EIN	 






 


	Mailing Address of Subscriber(s)	 	Residence of Subscriber(s)	 
	 	 	 	 
		 		 
	Street	 	Street	 
	 	 	 	 
		 		 
	City          State          Zip
    Code	 	City          State          Zip
Code 
	 



 





If Joint Ownership, check one:      




 





	 ̈	Joint Tenants with Right of Survivorship	 	 	 
	 ̈	Tenants-in-Common	 	 	 
	 ̈	Tenants by the Entirety	 	 	 
	 ̈	Community Property	 	 	 
	 ̈	Other (specify):  ___________________	 	 	 
	 	 	 	 	 
	 	 	 	Proportionate Percentage:____%	 
	 	 	 	 	 
	 	 	 	$______________________________	 
	 	 	 	Aggregate Subscription Amount	 
	 	 	 	 	 
	 	 	 	Method of Payment:  x Wire Transfer     ̈ Check	 




  


FOREGOING SUBSCRIPTION ACCEPTED:


 


Bionik
Laboratories Corp.


 


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



 


 


Signature
Page to Subscription Agreement 







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