Exhibit 10.2


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE
SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS
OF SUCH ACT OR SUCH LAWS.


 





 



 


BIONIK LABORATORIES CORP.


 


SECURED CONVERTIBLE PROMISSORY NOTE


 


	Principal Amount: US$[___]	Issue Date: [__], 2021


 


Bionik
Laboratories Corp., a Delaware corporation (the “Company”), for value received, hereby promises to
pay to [_____] or its permitted assigns or successors (the “Holder”), the principal amount of [_____] Dollars
(US$[___]) (the “Principal Amount”), without demand, on the Maturity Date (as hereinafter defined), together
with any accrued and unpaid interest due thereon. This Note shall bear interest at a fixed rate of 1% per month, beginning on the Issue
Date. Interest shall be computed based on a 360-day year of twelve 30-day months and shall be payable, along with the Principal Amount,
on the Maturity Date. Except as set forth in Section 3.1, payment of all principal and interest due shall be in such coin
or currency of the United States of America as shall be legal tender for the payment of public and private debts at the time of payment.


 


This Note is a convertible
promissory note referred to in that certain Subscription Agreement dated as of the date hereof, or series of like subscription agreements
(individually or collectively, the “Subscription Agreement”), among the Company and the subscribers named therein,
pursuant to which the Company is seeking to borrow up to $10,000,000 (the “Offering”).


 


1.            Definitions.


 


1.1            Definitions.
The terms defined in this Section 1 whenever used in this Note shall have the respective meanings
hereinafter specified.


 


“Change
in Control” means a merger or consolidation of the Company with or into any other entity in which the stockholders
of the Company immediately prior to the merger or consolidation do not own more than 50% of the outstanding voting power (assuming conversion
of all convertible securities and the exercise of all outstanding options and warrants) of the surviving entity or the sale, lease, licensing,
transfer or other disposition of all or substantially all the assets of the Company; provided, however, that any new issuance of capital
stock (or securities convertible or exercisable into capital stock) of the Company to one or more third parties for the sole purpose of
providing funding for the Company shall not constitute a Change in Control.


 






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“Collateral”
shall mean and include all machinery, equipment, furniture, furnishings, tools, tooling, fixtures, and accessories, and all accounts receivable,
instruments, contract rights and other rights to receive the payment of money, patents, chattel paper, licenses, leases and general intangibles,
including all trade names and trade styles and all additions, accessions, modifications, improvements, replacements and substitutions
thereto and therefor, whether now owned or hereafter acquired or arising, and the proceeds, products and income of any of the foregoing,
including insurance proceeds.


 


“Common
Stock” means the common stock, par value $0.001 per share, of the Company.


 


“Conversion
Shares” means the Common Stock issued or issuable to the Holder pursuant to Article 3.


 


“Event
of Default” shall have the meaning set forth in Section 6.1.


 


“Holder”
or “Holders” means the person named above or any Person who shall thereafter become a recordholder of this Note
in accordance with the terms hereof.


 


“Issue
Date” means the issue date stated above.


 


“Maturity
Date” shall mean the earlier of (a) March 31, 2022, and (b) the consummation of a Qualified Financing.


 


“Note”
means this Convertible Note, as amended, modified or restated.


 


“Person”
means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization
or any government, governmental department or agency or political subdivision thereof.


 


“Qualified
Financing” means the Offering, provided that the Company raises in one or more tranches aggregate gross proceeds
of no less than US$10,000,000.


 


“Securities
Act” means the United States Securities Act of 1933, as amended.


 


2.            GENERAL
PROVISIONS.


 


2.1            Loss,
Theft, Destruction of Note. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security
reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Note, the Company
will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like tenor and unpaid principal amount
dated as of the date hereof. This Note shall be held and owned upon the express condition that the provisions of this Section 2.1
are exclusive with respect to the replacement of a mutilated, destroyed, lost or stolen Note and shall preclude any and all other rights
and remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without their surrender.


 






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2.2            Prepayment;
Redemption. This Note may not be prepaid by the Company in whole or in part, except with the
prior written consent of the Holder. This Note may not be redeemed by the Company in whole or in part, except with the prior written consent
of the Holder.


 


3.            CONVERSION
OF NOTE.


 


3.1            Conversion.


 


(a)            Conversion
upon Maturity Date. On the Maturity Date without any action on the part of the Holder, the outstanding
principal and accrued and unpaid interest under the Notes will be converted into shares of Common Stock at a conversion price of US$9.50
per share (the “Conversion Price”).


 


(b)            Conversion
upon Change of Control. If a Change of Control transaction occurs prior to the Maturity Date,
the outstanding principal and accrued and unpaid interest under the Note would, at the election of the holders of a majority of the outstanding
principal of the Notes, be either (i) payable upon demand as of the closing of such Change of Control transaction or (ii) convertible
into shares of the Common Stock immediately prior to such Change of Control transaction at a price per share equal to the lesser of (x) the
Conversion Price, or (y) the per share consideration to be received by the holders of the Common Stock in such Change of Control
transaction.


 


(c)            Cancellation.
Upon and as of the Maturity Date, this Note will be cancelled on the books and records of the Company and shall solely represent the right
to receive the Conversion Shares.


 


3.2            Delivery
of Securities Upon Conversion.


 


(a)            As
soon as is practicable after the Maturity Date or an event pursuant to Section 3.1(b)(ii), the Company shall deliver to the Holder
a certificate or certificates evidencing the Conversion Shares issuable to the Holder.


 


(b)            The
issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the Holder for any issuance
tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of securities.
Upon conversion of this Note, the Company shall take all such actions as are necessary in order to ensure that the Conversion Shares so
issued upon such conversion shall be validly issued, fully paid and nonassessable.


 


3.3            Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon conversion
of this Note. If any conversion of this Note would create a fractional share or a right to acquire a fractional share, the Company shall
round to the nearest whole number.


 


4.            COLLATERAL.


 


4.1            Security
Interest In The Collateral.  To secure the prompt payment and performance to Holder of the
obligations hereunder, the Company hereby assigns, pledges and grants to Holder a continuing security interest in and to, and lien on,
all of its Collateral.


 






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4.2            Perfection
Of Security Interest.  The Company shall take all action that may be necessary or desirable
or that Holder may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Holder’s
security interest in and lien on the Collateral or to enable Holder to protect, exercise or enforce its rights hereunder and in the Collateral. 
By its signature hereto, the Company hereby authorizes Holder to file against the Company one or more financing, continuation or amendment
statements pursuant to the Uniform Commercial Code in form and substance reasonably satisfactory to Holder.


 


5.            STATUS;
RESTRICTIONS ON TRANSFER.


 


5.1            Status
of Note. This Note is a direct, general and unconditional obligation of the Company, and constitutes
a valid and legally binding obligation of the Company, enforceable in accordance with its terms subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general
principles of equity. This Note does not confer upon the Holder any right to vote or to consent or to receive notice as a stockholder
of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder, prior to conversion
hereof into Conversion Shares.


 


5.2            Restrictions
on Transferability. This Note and any Conversion Shares issued with respect to this Note, have
not been registered under the Securities Act, or under any state securities or so-called “blue sky laws,” and may not be offered,
sold, transferred, hypothecated or otherwise assigned except (a) pursuant to a registration statement with respect to such securities
which is effective under the Act or (b) upon receipt from counsel satisfactory to the Company of an opinion, which opinion is satisfactory
in form and substance to the Company, to the effect that such securities may be offered, sold, transferred, hypothecated or otherwise
assigned (i) pursuant to an available exemption from registration under the Act and (ii) in accordance with all applicable state
securities and so-called “blue sky laws.” The Holder agrees to be bound by such restrictions on transfer. The Holder further
consents that the certificates representing the Conversion Shares that may be issued with respect to this Note may bear a restrictive
legend to such effect.


 


5.3            COVENANTS.
In addition to the other covenants and agreements of the Company set forth in this Note, the
Company covenants and agrees that so long as this Note shall be outstanding, if any one or more events occur which constitute or which,
with the giving of notice or the lapse of time or both, would constitute an Event of Default or if the Holder shall demand payment or
take any other action permitted upon the occurrence of any such Event of Default, the Company will forthwith give notice to the Holder,
specifying the nature and status of the Event of Default or other event or of such demand or action, as the case may be.


 






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6.            REMEDIES.


 


6.1            Events
of Default. “Event of Default”
wherever used herein means any one of the following events:


 


(a)            The
Company shall fail to issue and deliver the Conversion Shares in accordance with Section 3;


 


(b)            Default
in the due and punctual payment of the principal of, or any other amount owing in respect of (including interest), this Note when and
as the same shall become due and payable;


 


(c)            Default
in the performance or observance of any covenant or agreement of the Company in this Note (other than a covenant or agreement a default
in the performance of which is specifically provided for elsewhere in this Section 6.1), and the continuance of such default
for a period of 10 days after there has been given to the Company by the Holder a written notice specifying such default and requiring
it to be remedied;


 


(d)            The
entry of a decree or order by a court having jurisdiction adjudging the Company as bankrupt or insolvent; or approving as properly filed
a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the Federal Bankruptcy
Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee or sequestrator (or other similar
official) of the Company or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of 60 calendar days;


 


(e)            The
institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution of bankruptcy
or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the
Federal Bankruptcy Code or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors;


 


(f)            The
Company seeks the appointment of a statutory manager or proposes in writing or makes a general assignment or an arrangement or composition
with or for the benefit of its creditors or any group or class thereof or files a petition for suspension of payments or other relief
of debtors or a moratorium or statutory management is agreed or declared in respect of or affecting all or any material part of the indebtedness
of the Company; or


 


(g)            It
becomes unlawful for the Company to perform or comply with its obligations under this Note.


 


6.2            Effects
of Default. If an Event of Default occurs and is continuing, then and in every such case the
Holder may declare this Note to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration,
the Company shall pay to the Holder the outstanding principal amount of this Note plus all accrued and unpaid interest through the date
the Note is paid in full[; and Holder may also assign this Note to any third party without the consent of the Company subject to applicable
securities laws governing transferability of this Note]. Holder shall further have the right to exercise any and all rights and remedies
provided for herein, under the Uniform Commercial Code and at law or equity generally, including the right to foreclose the security interests
granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all
of the Collateral with or without judicial process. Holder may enter the Company’s premises without legal process and without incurring
liability to the Company therefor, and Holder may thereupon, or at any time thereafter, in its discretion without notice or demand, take
the Collateral and remove the same to such place as Holder may deem advisable and Holder may require the Company to make the Collateral
available to Holder at a convenient place.


 






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6.3            Remedies
Not Waived; Exercise of Remedies. No course of dealing between the Company and the Holder or
any delay in exercising any rights hereunder shall operate as a waiver by the Holder. No failure or delay by the Holder in exercising
any right, power or privilege under this Note 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. By acceptance hereof, the Holder acknowledges
and agrees that this Note is one of a series of Convertible Promissory Notes of similar tenor issued by the Company pursuant to the Offering
(collectively, the “Related Notes”) and that upon the occurrence and during the continuance of any Event of
Default, the holders of a majority in original principal amount of the Related Notes, including this Note, shall have the right to act
on behalf of the holders of all such Notes in exercising and enforcing all rights and remedies available to all of such holders under
this Note, including, without limitation, foreclosure of any judgment lien on any assets of the Company. By acceptance hereof, the Holder
agrees not to independently exercise any such right or remedy without the consent of the holders of a majority in original principal amount
of the Related Notes (for the avoidance of doubt, including this Note).


 


7.            MISCELLANEOUS.


 


7.1            Severability.
If any provision of this Note shall be held to be invalid or unenforceable, in whole or in part, neither
the validity nor the enforceability of the remainder hereof shall in any way be affected.


 


7.2            Notice.
Where this Note provides for notice of any event, such notice shall be given (unless otherwise herein expressly
provided) in writing and either (a) delivered personally, (b) sent by certified, registered or express mail, postage prepaid
or (c) sent by facsimile or other electronic transmission, and shall be deemed given when so delivered personally, sent by facsimile
or other electronic transmission (confirmed in writing) or mailed. Notices shall be addressed, if to Holder, to its address as provided
in the Subscription Agreement or, if to the Company, to its principal office.


 


7.3            Governing
Law. This Note shall be governed by, and construed in accordance with, the laws of the State
of Delaware (without giving effect to any conflicts or choice of law provisions that would cause the application of the domestic substantive
laws of any other jurisdiction).


 






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7.4            Forum.
The Holder and the Company hereby agree that any dispute which may arise out of or in connection with this
Note shall be adjudicated before a court of competent jurisdiction in the State of Delaware and they hereby submit to the exclusive jurisdiction
of the courts of the State of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts,
with respect to any action or legal proceeding commenced by either of them and hereby irrevocably waive any objection they now or hereafter
may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient
forum.


 


7.5            Headings.
The headings of the Articles and Sections of this Note are inserted for convenience only and do not constitute
a part of this Note.


 


7.6            Amendments.
This Note may be amended or waived only with the written consent of the Company and the holders of a majority
in original aggregate principal amount of this Note and the other Related Notes. Any such amendment or waiver shall be binding on all
holders of the Notes, even if they do not execute such consent, amendment or waiver.


 


7.7            No
Recourse Against Others. The obligations of the Company under this Note are solely obligations
of the Company and no officer, employee or stockholder shall be liable for any failure by the Company to pay amounts on this Note when
due or perform any other obligation.


 


7.8            Assignment;
Binding Effect. This Note may [not] be assigned by the Company without the prior written consent
of the Holder. [This Note is not transferable or assignable by the Holder without the prior written consent of the Company; provided,
however, that the consent of the Company shall not be required in connection with a proposed assignment to any fund or account managed
by the same investment manager as the Holder or an affiliate of the Holder but in any case subject to applicable securities laws governing
transferability of this Note.] This Note shall be binding upon and inure to the benefit of both parties hereto and their respective permitted
successors and assigns.


 


Signature
on the Following Page


 






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In
Witness Whereof, the Company has caused this Note to be signed by its duly authorized officer on the date hereinabove written.


 


	 	Bionik Laboratories Corp.
	 	 
	 	By:	                      
	 	Name:	 
	 	Title:	 




 


Signature
Page to Convertible Promissory Note