Exhibit 10.67


 


 





BIONIK LABORATORIES CORP.


2014 EQUITY INCENTIVE PLAN


 


STOCK OPTION AGREEMENT


 


 


STOCK OPTION AGREEMENT,
dated as of [_____], between Bionik Laboratories Corp., a Delaware corporation (the “Company”), and [_____] (the “Grantee”).


 


W I T N E S S E T H:


 


WHEREAS, as of September
24, 2014, the Company (formerly known as Drywave Technologies, Inc.) adopted the 2014 Equity Incentive Plan (as amended) (the “Plan”),
which Plan authorizes, among other things, the grant of options to purchase shares of common stock, $0.001 par value (“Common
Stock”), of the Company to directors, officers and employees of the Company and to other individuals; and


 


WHEREAS, the Company’s
Board of Directors or Compensation Committee of the Board of Directors, as administrator of the Plan, has determined that it would
be in the best interests of the Company to grant the option documented herein.


 


NOW, THEREFORE, the
parties hereto hereby agree as follows:


 


1.       Definitions.
Capitalized terms not defined in this Agreement shall have the meaning ascribed to such terms in the Plan.


 


2.       Grant
of Option. Subject to the terms and conditions of the Plan and as set forth herein, the Company hereby grants to the Grantee,
as of date hereof, an option (the “Option”) to purchase from the Company all or any part of an aggregate number of
[___] shares of Common Stock (the “Optioned Shares”).


 


Notwithstanding the
forgoing or anything else to the contrary herein, in no event shall the Company be required to issue to the Grantee and the Grantee
may not exercise the Option for, any of the optioned Shares if and to extent the Company does not have available under the Plan
sufficient shares of Common Stock to satisfy any such exercise after taking into account all other share of Common Stock issued
or reserved or allocated for issuance for time to time under the Plan.


 


3.       Vesting.
Subject to such further limitations as are provided in the Plan and as set forth herein, the Option shall become exercisable at
a per share price of US$[__] (“Exercise Price”), the Grantee having the right hereunder to purchase from the Company
the indicated number of Optioned Shares upon exercise of the Option, on and after such dates, in cumulative fashion:


 


	Exercise Eligibility
 Date (Vesting date)
 
	 	Non−Qualified
 Stock Options
 
	 	Incentive
 Stock
 Options
 





 






     


     


    

 


Only those Optioned Shares indicated above
as “Incentive Stock Options” are intended by the parties hereto to be, and be treated as, “incentive stock options”
(as such term is defined under Section 422 of the Code). The Option may not be exercised with respect to less than 100 Optioned
Shares (or the Optioned Shares then subject to purchase under the Option, if less than 100 shares) or for any fractional shares.


 


4.       Termination
of Option. The Option, to the extent not previously exercised and subject to Section 6 of the Plan, shall terminate and become
null and void on [_____].


 


5.       Exercisability.


 


(a) Upon a termination
of the Grantee’s employment, the Option shall be exercisable only to the extent that the Option is vested and is in effect
on the date of such termination of the Grantee’s employment.


 


(b) Upon termination
of the Grantee’s employment, vested options must be exercised within 30 days of leaving employment.


 


(c)       To
the extent exercisable, the Option may be exercised by a legal representative on behalf of the Grantee in the event of such permanent
disability, or, in the case of the death of the Grantee, by the estate of the Grantee or by any person or persons who acquired
the right to exercise the Option by bequest or inheritance or by reason of the death of the Grantee.


 


6.       Manner
of Exercise. (a) Subject to Section 6 of the Plan, the Option may be exercised in full at one time or in part from time to
time for the number of Optioned Shares then exercisable by giving written notice, signed by the person exercising the Option, to
the Company, stating the number of Optioned Shares with respect to which the Option is being exercised and the date of exercise
thereof, which date shall be at least five days after the giving of such notice.


 


(b)       The
Company shall be under no obligation to issue any Optioned Shares unless the person exercising the Option, in whole or in part,
shall give a written representation and undertaking to the Company which is satisfactory in form and substance to counsel for the
Company and upon which, in the opinion of such counsel, the Company may reasonably rely, that he or she is acquiring such Optioned
Shares for his or her own account as an investment and not with a view to, or for sale in connection with, the distribution of
any such Optioned Shares, and that he or she will make no transfer of the same except in compliance with any rules and regulations
in force at the time of such transfer under the Securities Act of 1933, or any other applicable law.


 


(c)       Upon
exercise of the Option in the manner prescribed by this Section 6 and otherwise pursuant to the Plan, delivery of a certificate
for the Optioned Shares then being purchased shall be made at the principal office of the Company to the person exercising the
Option within a reasonable time after the date of exercise specified in the notice of exercise.


 






     


     


    

 


7.       Non−Transferability
of Option. The Option shall not be assignable or transferable by the Grantee other than by will or the laws of descent and
distribution, and shall be exercisable during the lifetime of the Grantee only by the Grantee. The Option shall terminate and become
null and void immediately upon the bankruptcy of the Grantee, or upon any attempted assignment or transfer except as herein provided,
including without limitation, any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other
disposition, attachment, trustee process or similar process, whether legal or equitable, upon the Option.


 


8.       No
Special Employment Rights. Neither the granting of the Option nor its exercise shall be construed to confer upon the Grantee
any right with respect to the continuation of his or her employment by the Company (or any subsidiary of the Company) or interfere
in any way with the right of the Company (or any subsidiary of the Company), subject to the terms of any separate employment agreement
to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the Grantee from the rate
in existence as of the date hereof.


 


9.       Tax
Consequences. (a) All tax consequences under any applicable law which may arise from the grant of this Option or the exercise
thereof, the sale or disposition of any Optioned Shares granted hereunder or issued upon exercise of this Option or from any other
action of the Grantee in connection with the foregoing shall be borne and paid solely by the Grantee, and the Grantee shall indemnify
the Company, and its Subsidiary Corporation and Affiliates, and shall hold them harmless against and from any liability for any
such tax or penalty, interest or indexation thereon. The Grantee agrees to, and undertakes to comply with, any ruling, settlement,
closing agreement or other similar agreement or arrangement with any tax authority in connection with the foregoing which is approved
by the Company. The Grantee is advised to consult with a tax advisor at their own cost, with respect to the tax consequences of
receiving or exercising this Option. The Company does not assume any responsibility to advise the Grantee on such matters, which
shall remain solely the responsibility of the Grantee.


 


(b) The Grantee shall
notify the Company in writing promptly and in any event within ten (10) days after the date on which the Grantee first obtains
knowledge of any tax bureau inquiry, audit, assertion, determination, investigation, or question relating in any manner to the
Option granted or received hereunder or Optioned Shares issued thereunder and shall continuously inform the Company of any developments,
proceedings, discussions and negotiations relating to such matter, and shall allow the Company and its representatives to participate
in any proceedings and discussions concerning such matters. Upon request, the Grantee shall provide to the Company any information
or document relating to any matter described in the preceding sentence, which the Company, in its discretion, requires.


 


10.       No
Rights of Stockholder. The Grantee shall not be deemed for any purpose to be a stockholder of the Company with respect to the
Option except to the extent that the Option shall have been exercised with respect thereto and, in addition, a stock certificate
shall have been issued theretofore and delivered to the Grantee.


 


11.       Amendment.
Subject to the terms and conditions of the Plan, the Board or a committee appointed by the Board to administer the Plan (the “Committee”),
whichever shall then have authority to administer the Plan, may amend this Agreement with the consent of the Grantee when and subject
to such conditions as are deemed to be in the best interests of the Company and in accordance with the purposes of the Plan.


 



     


     


    

 





12.       Notices.
Any communication or notice required or permitted to be given hereunder shall be in writing, and, if to the Company, to its principal
place of business, attention: Secretary, and, if to the Grantee, to the address as appearing on the records of the Company. Such
communication or notice shall be deemed given if and when (a) properly addressed and posted by registered or certified mail, postage
prepaid, or (b) delivered by hand.


 


13.       Incorporation
of Plan by Reference. The Option is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by
reference, and the Option shall in all respects be interpreted in accordance with the Plan. In the event of any inconsistency between
the Plan and this Agreement, the Plan shall govern. The Board or the Committee, whichever shall then have authority to administer
the Plan, shall interpret and construe the Plan and this Agreement, and their interpretations and determinations shall be conclusive
and binding upon the parties hereto and any other person claiming an interest hereunder, with respect to any issue arising hereunder
or thereunder.


 


14.       Acknowledgement.
The Grantee acknowledges receipt of the copy of the Plan attached hereto as Exhibit A.


 


15.       Governing
Law. The validity, construction and interpretation of this Agreement shall be governed by and determined in accordance with
the laws of the State of Delaware.


 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date above written.


 





	 	BIONIK LABORATORIES CORP.
	 	 
	 	 
	 	By:
	 	Name:
	 	Title:
	 	 
	 	 
	 	GRANTEE:
	 	 
	 	___________________________________
	 	Name:
	 	 







  






     


     


    

 


Subscription Instructions


 


 


Name_________________________________________________


 


 


Number of vested options being exercised_____________________


 


 


Price of options __________________


 


 


Amount of certified cheque or money order in US$ made out to
Bionik Laboratories Corp. ______________________________________


 


 


What address are you shares to be sent? _______________________________________________________________________ 


 


 



 


 






 





 






 


Any other information_____________________________________________________________________________________


 





 



 





 



 





 



 





Signature______________________________


 


 






     


     


    




Exhibit A


 


2014 Equity Incentive Plan