Exhibit 10.4


  


REGISTRATION
RIGHTS AGREEMENT


 


This Registration
Rights Agreement (this “Agreement”) is made and entered into as of February 26, 2015, by and between Bionik
Laboratories Inc., a corporation existing under the laws of Canada (the “Company”), and each of the several
shareholders signatory hereto (each such shareholder, a “Shareholder” and, collectively, the “Shareholders”).


 


* * * * *


 


The Company and each
Shareholder hereby agrees as follows:


 


1.          Definitions.
As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(c).


 


“Affiliate”
shall have the meaning assigned to this term in paragraph (a)(1) of Rule 144.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Exchangeable
Shares” means the non-voting, exchangeable shares in the capital of the Company (or, subsequent to the RTO Transaction,
its subsidiary) issued or that may be issued to the Shareholders on or prior to the RTO Transaction, having the rights, privileges,
restrictions and conditions set forth in the Articles of Amendment of the Company (or, subsequent to the RTO Transaction, its
subsidiary) to be adopted by the Company on or prior to the RTO Transaction, a copy of which is attached hereto as Exhibit A.


 


“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


“Filing Date”
means the sixtieth (60th) calendar day following the Investor Effective Date, subject to Section 2(e) herein, and,
with respect to any additional Registration Statements which may be required pursuant to Section 2(c), the earliest practical
date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable
Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 




    	 



    	 



    

 


“Investor
Effective Date” means the effective date of the registration statement on Form S-1 registering the shares of common
stock and shares of common stock underlying warrants, acquired or that may be acquired by the RTO Investors, which registration
is a condition to the RTO Transaction.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan of
Distribution” shall have the meaning set forth in Section 2(a).


 


“Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means, as of any date of determination, the shares of common stock of Pubco (the “Common Stock”)
then issued or issuable upon conversion or exchange of the Exchangeable Shares; provided, however, that any such
Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness
of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with
respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable
Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable
Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume
or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter
to such effect, addressed, delivered and reasonably acceptable to the Transfer Agent and by the Company, upon the advice of counsel
to the Company.


 


“Registration
Statement” means the registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 2(c), including the Prospectus, amendments and supplements to any such registration
statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by
reference or deemed to be incorporated by reference in any such registration statement.


 


“RTO Transaction”
means (a) that proposed reverse-takeover transaction pursuant to which (i) the Company would merge with or otherwise be acquired,
directly or indirectly, by a publicly traded and reporting United States company (“Pubco”) and (ii) Pubco concurrently
issues and sells to certain investors (the “RTO Investors”) in a private placement units consisting of its
common stock and common stock purchase warrants, or (b) any other transaction that results in the Company becoming a reporting
United States company and any of the present shareholders of the Company holding ”restricted securities” as defined
in Rule 144 (a) (3) under the Securities Act, either directly or upon the exchange or conversion of one class of securities of
the Company or any affiliated entity into another class of securities, in either case, as presented to the shareholders of the
Company at that Special Meeting of Stockholders held on or about September 11, 2014 and duly approved thereby.


 




    	 



    	 



    

 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule 405”
means Rule 405 promulgated by the Commission pursuant to the Securities Act.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of
the Commission staff and (ii) the Securities Act.


 


“Securities
Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 4(a).


 


“Trading
Day” means a day on which the Common Stock is traded or may be traded on a Trading Market.


 


“Trading
Market” means any market or exchange on which the Common Stock is listed or quoted for trading on the date in question,
which may be, without limitation, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market, the New York Stock Exchange, the OTCQX, the OTCQB, the OTC Bulletin Board or OTC Link (formerly Pink Sheets) (or any successors
to any of the foregoing).


 




    	 



    	 



    

 


2.           Resale
Registration.


 


(a)          On
or prior to the Filing Date, the Company shall use its reasonable best efforts to prepare and file with the Commission a Registration
Statement covering the resale of all of the Registrable Securities on an effective Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415. The Registration Statement filed hereunder shall contain substantially the “Plan
of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its
reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable
after the filing thereof and shall use its reasonable best efforts to keep the Registration Statement continuously effective under
the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant
to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement
for the Company to be in compliance with the current public information requirement under Rule 144, as reasonably determined by
the outside US counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer
Agent and the affected Holders (the “Effectiveness Period”).


 


(b)          Notwithstanding
the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415 or otherwise, be registered for resale as a secondary offering on
a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its reasonable best
efforts to file amendments to the Registration Statement as required by the Commission, covering the maximum number of Registrable
Securities permitted to be registered by the Commission; provided, however, that prior to filing such amendment,
the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable
Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.


 


(c)          Notwithstanding
any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable
Securities permitted to be registered on a particular Registration Statement as a secondary offering, the number of Registrable
Securities to be registered on such Registration Statement will be reduced as follows: 


 


		a.	First, the Company shall reduce or eliminate any securities
to be included by any Person other than a Holder;



 


		b.	Second, the Company shall reduce Registrable Securities
(applied to the Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders).



 


In the event of a cutback hereunder,
the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s
allotment. In the event the Company amends the Registration Statement in accordance with the foregoing, the Company will use its
best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants
of securities in general, one or more registration statements to register for resale those Registrable Securities that were not
registered for resale on the Registration Statement, as amended.


 


(d)          If
Form S-3 is not available for the registration of the resale of all the Registrable Securities hereunder, including in the circumstances
described in Section 2 (b), the Company shall (i) register the resale of the Registrable Securities on another appropriate form,
including Form S-1 if required, as soon as reasonably possible and (ii) undertake to register the Registrable Securities on Form
S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement
then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective
by the Commission.


 




    	 



    	 



    

 


(e)          Notwithstanding
anything herein to the contrary, if (i) (A) the Board of Directors,
using good faith judgment, determines that, due to the occurrence or existence of any pending corporate development with respect
to the Company that the Company believes may be material, the filing of the Registration Statement covering the Registrable Securities
would be detrimental to the Company and it is in the best interests of the Company to delay the filing of the Registration Statement
or (B) the Company has been requested in writing by the Company’s placement agent and investor banker (the “Placement
Agent”) with respect to the RTO Transaction, that in its good faith judgment it is reasonably necessary to delay the
filing of the Registration Statement covering the Registrable Securities to continue to make an orderly market in the Company’s
common stock post-RTO Transaction, and (ii) the Company furnishes to such Holders a written certification by the Company’s
Chief Executive Officer of the determinations by the Board of Directors described in clause (i)(A) herein or attaching a true,
correct and complete copy of the request of the Placement Agent described in clause (i)(B) herein, then the Company shall have
the right to delay the filing of the Registration Statement for a period of (x) not more than one (1) one hundred twenty (120)
consecutive day period commencing on the Filing Date, but in no event longer than what is required or requested, as the case may
be, pursuant to clause (i)(A); and (y) not more than one (1) sixty (60) consecutive day period commencing on the Filing Date,
but in no event longer than what is required or requested, as the case may be, pursuant to clause (i)(B), and in any event not
more than an aggregate of one hundred twenty (120) consecutive days commencing on the Filing Date pursuant to clause (i)(A) and/or
(B).


 


3.           Registration
Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)          Not
less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior
to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated
or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents
proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject
to the review of such Holders (at such Holders’ sole cost and expense), and (ii) cause its officers and directors, counsel
and independent registered public accountants to respond to reasonable inquiries of each Holder, to conduct a reasonable investigation
within the meaning of the Securities Act. Notwithstanding the above, the Company shall not be obligated to provide the Holders
advance copies of any universal shelf registration statement registering securities in addition to those required hereunder, or
any Prospectus prepared thereto. The Company shall not file a Registration Statement or any such Prospectus or any amendments
or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith,
provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have
been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of
any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire
in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date
that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following
the date on which such Holder receives draft materials in accordance with this Section, whichever is earlier.


 




    	 



    	 



    

 


(b)          (i)
Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary (in the case of an offering to be made on a continuous basis under
Rule 415) to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness
Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under
the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required
Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule
424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration
Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all
correspondence from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information
contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and
(iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to
the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject
to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration
Statement as so amended or in such Prospectus as so supplemented.


 


(c)          Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person)
confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the
Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing
on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same
has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments
or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission
or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement
covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by
the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose,
(v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement
ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration
Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be,
it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of
the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be
material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability
of a Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any information
which would constitute material, non-public information regarding the Company or any of its Subsidiaries, and provided further,
that a suspension based upon the grounds specified in clause (vi) above shall not be put into effect for (x) a period longer than
sixty (60) consecutive days for each such particular corporate development and any related corporate development; or (y) a particular
corporate development and any related corporate development that was the basis for a delay in filing the Registration Statement
pursuant to Section 2(e).


 




    	 



    	 



    

 


(d)          Use
its best efforts to obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement,
or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment.


 


(e)          Furnish
to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent
requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available
on the EDGAR system (or successor thereto) need not be furnished in physical form.


 


(f)          Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(c).


 


(g)          Prior
to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall
not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company
to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in
any such jurisdiction.


 




    	 



    	 



    

 


(h)          If
requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by applicable law, of all restrictive legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as any such Holder may reasonably request.


 


(i)          Upon
the occurrence of any event contemplated by Section 3(c), as promptly as reasonably possible under the circumstances taking into
account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature
disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and
file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.


 


(j)          Comply
with all applicable rules and regulations of the Commission.


 


(k)          The
Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive
control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration
of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s
request, such Holder may be omitted from any then pending Registration Statement and will be required to wait for inclusion in
a subsequent Registration Statement, if any, provided such statement is then timely provided.


 


4.     
     Registration Expenses. All fees and expenses incident to the performance of or
compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are
sold pursuant to a Registration Statement. In no event shall the Company be responsible for any broker or similar commissions
of any Holder or any legal fees or other costs of the Holders.


 




    	 



    	 



    

 


5.           Indemnification.


 


(a)          Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, members, partners, agents, and employees, each Person who controls any such Holder (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners,
agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding
a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from
and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’
fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged
untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or
supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection
with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue
statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method
of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use
in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi),
the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder
in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt
by such Holder of the Advice contemplated in Section 6(c), but only if and to the extent that following the receipt of the Advice
the misstatement or omission giving rise to such Loss would have been corrected. The Company shall notify the Holders promptly
of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by
this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders
in accordance with Section 6(f).


 


(b)          Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s
failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or
(y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or
supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the
extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company
expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that
such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and
expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder
has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case
of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), to the extent, but only to the extent, related to
the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder
in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt
by such Holder of the Advice contemplated in Section 6(c), but only if and to the extent that following the receipt of the Advice
the misstatement or omission giving rise to such Loss would have been corrected.


 




    	 



    	 



    

 


(c)          Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and
expenses incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such notice
shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal
or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.


 


An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate
counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any
such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party
from all liability on claims that are the subject matter of such Proceeding.


 


Subject to the terms
of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)
shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying
Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.


 




    	 



    	 



    

 


(d)          Contribution.
If the indemnification under Section 6(a) or 6(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with
any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided
for in this Section was available to such party in accordance with its terms.


 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 6(c) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. The indemnity and contribution agreements contained in this Section are in addition to any liability that
the Indemnifying Parties may have to the Indemnified Parties in connection with events not covered by such indemnity and contribution
agreements.


 


6.           Miscellaneous.


 


(a)          Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company
and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach
by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)          Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration
Statement.


 




    	 



    	 



    

 


(c)          Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(c)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
The Company shall be entitled to exercise its right under this Section 6(c) to suspend the availability of a Registration Statement
and Prospectus for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period (subject
to the last proviso of Section 3(c)).


 


(d)          Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing
and signed by the Company and (i) the Holders of 75% or more of the then outstanding Registrable Securities (for purposes of clarification,
this includes any Registrable Securities issuable upon exercise or conversion of any security); and (ii) the Holders of a simple
majority of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable Securities
issuable upon exercise or conversion of any security), excluding (A) the Company and (B) any Holder who is an executive officer
or director of the Company and any other Holder of Registrable Securities which would be deemed beneficially owned by any such
executive officer or director under Rule 13d-3 promulgated under the Exchange Act; provided that this Agreement may not
be amended in a manner adversely affecting the rights or obligations of any Shareholder which does not adversely affect the rights
or obligations of all similarly situated Shareholders in the same manner without the consent of such Shareholder. If a Registration
Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous
sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders
and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration
Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other
Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates;
provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid to any Person to amend or
consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of
the parties to this Agreement.


 


(e)          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
follows:


 


(i)    In
the case of Bionik Laboratories Corp. or Bionik Laboratories Inc. to the following address:


 




    	 



    	 



    

 


Bionik Laboratories Inc.


483 Bay Street


Office N105


M5G 2C9


 


		Attn:	Peter Bloch



		Email:	pb@bioniklabs.com



 


(ii)   In
the case of a Holder, at the address for such Holder shown on the register of security holders maintained by Bionik Laboratories
Corp. or Bionik Laboratories Inc. or maintained on their behalf by their appointed transfer agent.


 


(f)          Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities; provided,
however, that the Company shall be required to assign all of its rights and obligations, whether by novation of this Agreement
(which shall not require consent of the Holders or require them to execute any such agreement) or otherwise, hereunder to Pubco
upon the consummation of the RTO Transaction and, in which case, all references to the Company hereunder shall be deemed to mean
Pubco. Following such assignment or Novation the Company shall deliver the signed novation/assignment document to each Holder.


 


(g)          No
Inconsistent Agreements. Except as may be set forth or contemplated by the Investor Registration Rights Agreement, neither
the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries,
on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of
impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.


 


(h)          Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together 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, it being understood that both parties need not sign the same counterpart. 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.


 


(i)          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the laws of the State of Delaware, without giving effect to conflicts of laws thereof.


 




    	 



    	 



    

 


(j)          Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(k)          Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


(l)          Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to
limit or affect any of the provisions hereof.


 


(m)          Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association,
a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert
or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters,
and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not asset any such
claim, with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including
without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as
an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company
contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience
of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that
each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders
collectively and not between and among Holders.


 


(n)          Entire
Agreement. This Agreement, together with the exhibits hereto, constitute the entire agreement and supersede all prior agreements
and understandings, both written and oral, among the parties with respect to the subject matter hereof.


 


(o)          No
Obligation of RTO Transaction; Termination. Nothing in this Agreement shall be a commitment or create an obligation on the
part of the Company to consummate the RTO Transaction or to register the Registrable Securities in the event the Company does
not effect or otherwise consummate an RTO Transaction. In the event an RTO Transaction is not consummated, this Agreement shall
be terminated and of no further force and effect.


  



    	 



    	 



    

 


(Remainder
of Page Intentionally Left Blank; Signature Pages Follow)


 




    	 



    	 



    

 


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


 


	 	BIONIK LABORATORIES
    INC.
	 	 
	 	By: 	/s/ Peter Bloch
	 	 	Name: Peter Bloch
	 	 	Title:  Chief Executive Officer


 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 




    	 



    	 



    

 


[SIGNATURE
PAGE OF HOLDERS TO bionik laboratories inc. REGISTRATION RIGHTS AGREEMENT]


 


Name of Holder: __________________________


 


Signature of Authorized Signatory of Holder: __________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________


 


 


[SIGNATURE PAGES CONTINUE]


 




    	 



    	 



    

 


Annex A


 


Plan of Distribution


 


Each Selling Stockholder
(the “Selling Stockholders”) of the securities and any of their pledgees, donees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock
exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed
or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:


 


		·	ordinary brokerage
                                         transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades
                                         in which the broker-dealer will attempt to sell the securities as agent but may position
                                         and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by
                                         a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange
                                         distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated
                                         transactions;



 


		·	settlement
                                         of short sales entered into after the effective date of the registration statement of
                                         which this prospectus is a part;



 


		·	in transactions
                                         through broker-dealers that agree with the Selling Stockholders to sell a specified number
                                         of such securities at a stipulated price per security;



 


		·	through the
                                         writing or settlement of options or other hedging transactions, whether through an options
                                         exchange or otherwise;



 


		·	a combination
                                         of any such methods of sale; or



 


		·	any other method
                                         permitted pursuant to applicable law.



 


The Selling Stockholders
may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
if available, rather than under this prospectus.


 


Broker-dealers engaged
by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.


 




    	 



    	 



    

 


In connection with
the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions
they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions,
or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter
into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which
securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).


 


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive
fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 


The Company is required
to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed
to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.


 


Because Selling Stockholders
may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed
sale of the resale securities by the Selling Stockholders.


 


We agreed to keep
this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement
for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule
of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act
or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers
if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not
be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.


 




    	 



    	 



    

 


Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
and sales of securities of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus
available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser
at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 




    	 



    	 



    

 


Annex B


 


bionik
laboratories inc.


 


Selling Stockholder Notice and Questionnaire


 


The undersigned beneficial
owner of common stock (the “Registrable Securities”) of [PUBCO], a Delaware corporation (the “Company”),
understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”)
a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with
the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document
is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it in the Registration Statement.


 


The undersigned hereby provides the following
information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Stockholder



 


	 
	 


 


		(b)	Full Legal Name of Registered Holder (if not the same as
(a) above) through which Registrable Securities are held:



 


	 
	 


 




    	 



    	 



    

 


		(c)	Full Legal Name of Natural Control Person (which means
a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this
Questionnaire):



 


	 
	 


 


2. Address for Notices to Selling
Stockholder:


 


	 
	 
	 
	Telephone:______________________________________________________________________________________
	Fax:___________________________________________________________________________________________
	Contact Person:__________________________________________________________________________________


 


3. Broker-Dealer Status:


 


		(a)	Are you a broker-dealer?



 


Yes  ̈             No
 ̈


 


		(b)	If “yes” to Section 3(a), did you receive your
Registrable Securities as compensation for investment banking services to the Company?



 


Yes  ̈             No
 ̈


 


		Note:	If “no” to Section 3(b), the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.



 


		(c)	Are you an affiliate of a broker-dealer?



 


Yes  ̈             No
 ̈


 


		(d)	If you are an affiliate of a broker-dealer, do you certify
that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable
Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable
Securities?



 


Yes  ̈             No
 ̈


 


		Note:	If “no” to Section 3(d), the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.



 




    	 



    	 



    

 


4. Beneficial Ownership of Securities
of the Company Owned by the Selling Stockholder.


 


		(a)	Type and Amount of other securities beneficially owned
by the Selling Stockholder:



 


	 
	 
	 


 


5. Relationships with the Company:


 


Except as set forth below,
neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the
equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company
(or its predecessors or affiliates) during the past three years.


 


			State any exceptions here:



 


	 
	 
	 


 


The undersigned agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to
the date hereof at any time while the Registration Statement remains effective.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through
5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or
supplements thereto. The undersigned understands that such information will be relied upon by the
Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments
or supplements thereto.


 


IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person
or by its duly authorized agent.


 


	Date:	 	 	Beneficial Owner:	 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


PLEASE FAX A COPY (OR EMAIL A .PDF
COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO THE COMPANY.


 




    	 



    	 



    

 


Exhibit A


 


Articles of Amendment