Exhibit 10.6


 


SPIN-OFF AGREEMENT,
dated as of February 26, 2015 (this “Agreement”), by and among BIONIK LABORATORIES LTD. (f/k/a Drywave
Technologies, Inc.), a Delaware corporation (the “Company” or the “Seller”), and BRIAN
E. RAY and JON LUNDGREEN (each a “Buyer” and collectively, the “Buyers”).


 


INTRODUCTION


 


WHEREAS, on
March 6, 2013 (the “Effective Date”), the Buyers and AAK Ventures, LLC (“AAK”) entered into a Securities
Purchase Agreement, pursuant to which the Buyers agreed to sell an aggregate of approximately 4,777,982 shares of the Company’s
common stock to AAK (the “Purchase Agreement”);


 


WHEREAS, the
Purchase Agreement contemplates the Company entering into a business combination subsequent to the Effective Date, 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 has formed a wholly-owned subsidiary, Strategic Dental
Alliance, Inc., a Colorado corporation (“SDA”), and has, pursuant to an Assignment and Assumption deemed effective
immediately prior to the execution and delivery of this Agreement, contributed and assigned thereto all of the business, properties,
operations, assets, and goodwill of the Company as of the date of this Agreement (other than cash and cash equivalents), and SDA
has assumed all liabilities and obligations of the Company in effect or existence as of the Effective Date; and


 


WHEREAS, the
Purchase Agreement also contemplates the Buyer and the Company entering into this Agreement to affect the assignment of the outstanding
shares of SDA to the Buyers (the “Assignment”) on the terms and subject to the conditions hereinafter set forth.


 


AGREEMENT


 


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


 


1.          Assignment.
The Company hereby assigns to each of the Buyers 50.0% of the outstanding capital stock of SDA.


 


2.          Indemnity.
As consideration for the Assignment, each Buyer, jointly and severally, hereby agrees to indemnify and hold harmless the Company
and its officers, directors, employees, counsel, agents, and stockholders, in each case past, present, or as they may exist at
any time after the date of this Agreement, and each person, if any, who controls, controlled, or will control any of them within
the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended, against any
and all losses, liabilities, damages, and expenses whatsoever (which shall include, for all purposes of this Section 2, but not
be limited to, counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation)
as and when incurred arising out of, based upon, or in connection with the business of the Company and SDA prior to the date hereof
(the “SDNT Business”).


 




    	 



    	 



    

 


3.          Closing.
The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place by the exchange
of documents by the Parties by fax, email or courier, on or as of the date of the closing of the transactions contemplated by the
Exchange, or such other date as the Parties may mutually determine, which date shall in no event be later than January 26, 2015,
unless agreed to in writing by the Parties (the “Closing Date”). At the Closing, the Company shall deliver to
each Buyer a stock certificate, in proper form for transfer, each representing 50.0% of the outstanding shares of capital stock
of SDA.


 


4.          Further
Assurances.


 


(a)          Each
Buyer hereby covenants, jointly and severally, that it will, whenever and as reasonably requested by Company and at Buyers’
sole cost and expense, 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 Company
may reasonably require in order to complete, insure and perfect the transfer, conveyance and assignment to the Buyers of all the
right, title and interest of the Company in and to the shares of capital stock of SDA hereby sold, conveyed or assigned, or intended
so to be.


 


(b)          The
Buyers hereby covenants, jointly and severally, that it will, whenever and as reasonably requested by Seller and at Buyers’
sole cost and expense, 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 contemplated by Section 2 hereof, including, without limitation, the
filings of any documents with an governmental or other authority and the preparation of filings with respect thereto.


 


5.          Seller
Makes no Representations or Warranties. The Seller’s interest in the shares of SDA capital stock is being acquired
by the Buyers on an AS IS WHERE IS basis and the Seller makes no representations as to such securities or any other matter.


 


6.          Confidential
Information. The Company shall use its commercially reasonable efforts to insure that all confidential information which
the Company or any of its respective officers, directors, employees, counsel, agents, investment bankers, or accountants (each
a “Company Party”) may now possess or may hereafter create or obtain relating to the financial condition, results
of operations, businesses, properties, assets, liabilities, or future prospects of the SDNT Business and/or, any affiliate thereof,
or any customer or supplier thereof or of any such affiliate shall not be published, disclosed, or made accessible by any of them
to any other person or entity at any time or used by any of them; provided, however, that the restrictions of this sentence shall
not apply (i) as may otherwise be required by law, (ii) as may be necessary or appropriate in connection with the enforcement of
this Agreement, or (iii) to the extent the information shall have otherwise become publicly available, through no improper action
of the Company.


 




    	 



    	 



    

 


7.          Miscellaneous.


 


(a)          Since
a breach of the provisions of this Agreement could not adequately be compensated by monetary damages, any Party shall be entitled,
in addition to any other right or remedy available to him, her or it, to an injunction restraining such breach or a threatened
breach and to specific performance of any such provision of this Agreement, and in either case no bond or other security shall
be required in connection therewith, and the parties hereby consent to the issuance of such an injunction and to the ordering of
specific performance.


 


(b)          The
covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall survive any delivery
of the consideration described herein.


 


(c)          This
Agreement and the documents and instruments referred to herein or contemplated hereby set forth the entire understanding of the
parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party.


 


(d)          The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors
and assigns (if not a natural person) and his assigns, heirs, and personal representatives (if a natural person).


 


(e)          If
any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and
if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and
circumstances.


 


(f)          The
headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation
of this Agreement.


 


(g)          All
representations, warranties and agreements in this Agreement shall survive the Closing Date until the expiration of the applicable
statute of limitations. This Agreement shall be binding upon the parties, their respective successors, representatives, heirs and
estate, as applicable.


 


(h)          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.


 


(i)          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.


 




    	 



    	 



    

 


(j)          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. In this Agreement, the word “include”, “includes”,
“including” and “such as” are to be construed as if they were immediately followed
by the words, without limitation.


 


(k)          In
this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include
the feminine and neuter genders. The word “person” includes an individual, body corporate, partnership,
trustee or trust or unincorporated association, executor, administrator or legal representative.


 


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IN WITNESS WHEREOF,
the Parties have duly executed this Spin-Off Agreement as of the date first above written.


 





	 	/s/ Brian E. Ray
	 	Brian E. Ray
	 	 
	 	/s/ John Lundgreen
	 	John Lundgreen
	 	 
	 	BIONIK LABORATORIES LTD.
	 	(f/k/a Drywave Technologies, Inc.)
	 	 
	 	By:	/s/ Austin Kibler
	 	Name: Austin Kibler
	 	Title: Chief Executive Officer