Exhibit 10.7


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


ASSIGNMENT AND ASSUMPTION AGREEMENT,
dated as of February __, 2015, by and between Bionik Laboratories Ltd. (f/k/a Drywave Technologies, Inc.), a Delaware corporation
(“Assignor”), and Tungsten 74 LLC, a Delaware limited liability company (“Assignee”). 


 


INTRODUCTION


 


WHEREAS, the Assignor
contemplates entering into a business combination on the date hereof, pursuant to which an operating company will become a wholly-owned
subsidiary of the Company and the operations of the Company will change to those of such operating company (the “Exchange”);


 


WHEREAS, in preparation
for the transactions contemplated by the Exchange, the Company is required to contribute and assign all of the business, properties,
operations, assets, goodwill, liabilities and obligations of the Company incurred, in effect or in existence as of immediately
prior to the consummation of the Exchange (collectively, the “Assets and Liabilities”); and


 


WHEREAS, Assignee wishes
to irrevocably accept the contribution and assignment of the Assets and Liabilities, on the terms and subject to the conditions
hereinafter set forth.


 


NOW, THEREFORE, in
consideration of the mutual promises, warranties and covenants set forth herein, Assignee and Assignor hereby agree as follows:


 


1.          Assignor
hereby assigns, transfers, contributes and conveys to Assignee, and its successors and assigns, all of the Assets and Liabilities
and all of the rights of Assignor pursuant thereto and in connection therewith, and Assignee hereby irrevocably accepts and assumes
such assignment, transfer, contribution and conveyance, and agrees to perform all of Assignor’s obligations and to satisfy
each liability thereof.


 


2.          Assignor
and Assignee each hereby covenants that it will, whenever and as reasonably requested by the other, do, execute, acknowledge and
deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney
and any instruments of further assurance, approvals and consents as the other may reasonably require in order to complete, insure
and perfect the transfer, conveyance, contribution and assignment to Assignee of all the right, title and interest of the Company
in and to the Assets and Liabilities hereby assigned, transferred, contributed and conveyed, or intended so to be. Assignee hereby
covenants that it will, whenever and as reasonably requested by Assignor, do, execute, acknowledge and deliver any and all such
other and further documents, acts and deeds as shall be required in connection with the assumption of liabilities and obligations
of Assignor contemplated by Section 1 hereof.


 


3.          Assignor’s
interest in the Assets and Liabilities is being acquired by the Assignee on an AS IS WHERE IS basis and Assignor makes no representations
thereto or any other matter.


 




    	 



    	 



    

 


4.          The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors
and assigns.


 


5.          This
Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood
that all Parties need not sign the same counterpart. Facsimile or .pdf execution and delivery of this Agreement is legal, valid
and binding execution and delivery for all purposes. This Agreement shall be governed in all respects, including validity, interpretation
and effect, by the internal laws of the State of New York, without regard to the conflicts of law principles thereof.


 


6.          This
Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. This Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof and supersedes in its entirety any other agreement
relating to or granting any rights with respect to the subject matter hereof.


 


7.          Each
party acknowledges that its legal counsel participated in the preparation of this Agreement and, therefore, stipulates that the
rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation
of this Agreement to favor any party against the other.


 


[Remainder of Page Intentionally Left
Blank; Signature Page Follows]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties have duly executed this Assignment and Assumption Agreement as of the date first written above.


 


	 	BIONIK LABORATORIES LTD.
	 	(f/k/a Drywave Technologies, Inc.)
	 	 
	 	By: 	/s/ Austin Kibler
	 	Name:  Austin Kibler
	 	Title: CEO
	 	 
	 	Tungsten 74 LLC
	 	 
	 	By: 	/s/ Nickolay Kukekov
	 	Name:  Nickolay Kukekov
	 	Title: Member