Common use of Mailings to Shareholders Clause in Contracts

Mailings to Shareholders. (a) With respect to each Bionik US Meeting, the Trustee shall use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US utilizes in communications to holders of Bionik US Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US to its shareholders: (i) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, to be provided to shareholders of Bionik US; (ii) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Meeting or, pursuant to Section 4.7, to attend such Bionik US Meeting and to exercise personally the Beneficiary Votes thereat; (iii) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (A) a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or (B) a proxy to a designated agent or other representative of Bionik US to exercise such Beneficiary Votes; (iv) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (v) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vi) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Meeting shall not be earlier than the close of business on the fourth business day prior to such meeting, and of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Meeting. Bionik US shall notify the Trustee of any decision of the board of directors of Bionik US with respect to the calling of any Bionik US Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingLoJack Meeting and LoJack Consent, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US LoJack utilizes in communications to holders of Bionik US Shares LoJack Common Shares, subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US LoJack to its shareholders: (i) 4.3.1 a copy of such notice, together with any related materials, including including, without limitation, any circular proxy or information statement or listing particularsstatement, to be provided to shareholders of Bionik USLoJack; (ii) 4.3.2 a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US LoJack Meeting or LoJack Consent or, pursuant to Section section 4.7, to attend such Bionik US LoJack Meeting and to exercise personally the Beneficiary Votes thereat; (iii) 4.3.3 a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (A) 4.3.3.1 a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (B) 4.3.3.2 a proxy to a designated agent or other representative of Bionik US the management of LoJack to exercise such Beneficiary Votes; (iv) 4.3.4 a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (v) 4.3.5 a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vi) 4.3.6 a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US LoJack Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section section 4.3 shall are to be provided to the Trustee by Bionik US, LoJack and the materials referred to in Subsection 4.3(a)(iii)sections 4.3.3, Subsection 4.3(a)(v) 4.3.5 and Subsection 4.3(a)(vi) 4.3.6 shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US LoJack shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US LoJack Common Shares. Bionik US LoJack agrees not to communicate with holders of Bionik US LoJack Common Shares with respect to the materials referred to in this Section section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingLoJack Meeting or LoJack Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US LoJack or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US LoJack Meeting. Bionik US shall LoJack will notify the Trustee of any decision of the board of directors of Bionik US LoJack with respect to the calling of any Bionik US LoJack Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingNewco Meeting and Newco Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Newco utilizes in communications to holders of Bionik US Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the TrusteeNewco Stapled Units) to each of the Beneficiaries named in the ListList referred to in section 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Newco to its shareholdersholders of Newco Stapled Units: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, materials to be provided to shareholders holders of Bionik USNewco Stapled Units; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Newco Meeting or Newco Consent or, pursuant to Section section 4.7, to attend such Bionik US Newco Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Newco to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Newco Meeting shall not be earlier than the close of business on the fourth business day [second Business Day] prior to such meeting, and of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingNewco Meeting or Newco Consent, the number of CN Exchangeable Shares represented by CN Stapled Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Newco or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Newco Meeting. Bionik US shall Newco will notify the Trustee of any decision of the board Board of directors Directors of Bionik US Newco with respect to the calling of any Bionik US Newco Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingWSI Meeting and WSI Consent, the Trustee shall will use its reasonable efforts promptly to mail promptly or cause to be mailed (or otherwise communicate in the same manner as Bionik US WSI utilizes in communications to holders of Bionik US Shares WSI Common Shares, subject to applicable regulatory requirements and provided that such manner of communications communication is reasonably available to the Trustee) to each of the Beneficiaries named in the ListList (referred to in Section 4.6), such mailing or communication to commence wherever whenever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US WSI to its shareholdersholders of WSI Common Shares: (ia) a copy of such noticenotice (or other communication), together with any related materials, including including, without limitation, any circular proxy or information statement or listing particularsstatement, to be provided to shareholders of Bionik USWSI, but excluding proxies to vote WSI Common Shares; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US WSI Meeting or WSI Consent or, pursuant to Section 4.7, to attend such Bionik US WSI Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of WSI to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US WSI Meeting shall not be earlier than the close of business on the fourth business day Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik US, WSI and the materials referred to in Subsection 4.3(a)(iiiSection 4.3(c), Subsection 4.3(a)(v(e) and Subsection 4.3(a)(vi(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner, provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, Bionik US WSI shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US WSI Common Shares. Bionik US WSI agrees not to communicate with holders of Bionik US WSI Common Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingWSI Meeting or WSI Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US WSI or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingWSI Meeting or consent in respect of such WSI Consent. Bionik US shall WSI will notify the Trustee of any decision of the board Board of directors of Bionik US Directors with respect to the calling of any Bionik US WSI Meeting or the seeking of a WSI Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingAcquiror Meeting and Acquiror Consent, the Trustee shall will use its reasonable commercial efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Acquiror utilizes in communications to holders of Bionik US Acquiror Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Acquiror to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particularsstatement, to be provided to shareholders of Bionik USAcquiror; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Acquiror Meeting or Acquiror Consent or, pursuant to Section 4.7, to attend such Bionik US Acquiror Meeting and to exercise personally thereat the Beneficiary Votes thereatof such Beneficiary; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Acquiror to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Acquiror Meeting shall not be earlier than the close of business on the fourth business day Business Day immediately prior to the date by which the Corporation has required proxies be deposited for such meeting, and of the method for revoking or amending such instructions. (b) . For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Acquiror Meeting or Acquiror Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Acquiror or by applicable law for purposes of determining shareholders entitled to vote at such Acquiror Meeting or to give written consent in connection with such Acquiror Consent. Acquiror will notify the Trustee of any decision of the Board of Directors of Acquiror with respect to the calling of any Acquiror Meeting or the seeking of any Acquiror Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3. The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik US, Acquiror and the materials referred to in Subsection 4.3(a)(iiiSubsections 4.3(c), Subsection 4.3(a)(v4.3(e) and Subsection 4.3(a)(vi4.3(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US Acquiror shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Acquiror Shares. Bionik US Acquiror agrees not to communicate with holders of Bionik US Acquiror Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US Acquiror may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries each Beneficiary as required by this Section 4.3 so long as in each case Bionik US Acquiror delivers a certificate to the Trustee stating that Bionik US Acquiror has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Meeting. Bionik US shall notify the Trustee of any decision of the board of directors of Bionik US with respect to the calling of any Bionik US Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingCoors Meeting and Coors Consent, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Coors utilizes in communications to holders of Bionik US Shares Coors Class A Common Stock or Coors Class B Common Stock subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries of the Corresponding Exchangeable Shares named in the ListList referred to in section 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Coors to its shareholders: (ia) a copy of such notice, together with any related materials, including including, without limitation, any circular proxy or information statement or listing particularsstatement, to be provided to shareholders of Bionik USCoors; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Coors Meeting or Coors Consent or, pursuant to Section section 4.7, to attend such Bionik US Coors Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Coors to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Coors Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section section 4.3 shall are to be provided to the Trustee by Bionik US, Coors and the materials referred to in Subsection 4.3(a)(iiisections 4.3(c), Subsection 4.3(a)(v4.3(e) and Subsection 4.3(a)(vi4.3(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US Coors shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US SharesCoors Common Stock. Bionik US Coors agrees not to communicate with holders of Bionik US Shares Coors Common Stock with respect to the materials referred to in this Section section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingCoors Meeting or Coors Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Coors or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Coors Meeting. Bionik US shall Coors will notify the Trustee of any decision of the board Board of directors Directors of Bionik US Coors with respect to the calling of any Bionik US Coors Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingAcquiror Meeting and Acquiror Consent, the Trustee shall will use its reasonable commercial efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Acquiror utilizes in communications to holders of Bionik US Acquiror Common Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Acquiror to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particularsstatement, to be provided to shareholders of Bionik USAcquiror; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Acquiror Meeting or Acquiror Consent or, pursuant to Section 4.7, to attend such Bionik US Acquiror Meeting and to exercise personally thereat the Beneficiary Votes thereatof such Beneficiary; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Acquiror to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Acquiror Meeting shall not be earlier than the close of business on the fourth business day Business Day immediately prior to the date by which the Corporation has required proxies be deposited for such meeting, and of the method for revoking or amending such instructions. (b) . For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Acquiror Meeting or Acquiror Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Acquiror or by applicable law for purposes of determining shareholders entitled to vote at such Acquiror Meeting or to give written consent in connection with such Acquiror Consent. Acquiror will notify the Trustee of any decision of the Board of Directors of Acquiror with respect to the calling of any Acquiror Meeting or the seeking of any Acquiror Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3. The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik US, Acquiror and the materials referred to in Subsection 4.3(a)(iiiSubsections 4.3(c), Subsection 4.3(a)(v4.3(e) and Subsection 4.3(a)(vi4.3(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US Acquiror shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Acquiror Common Shares. Bionik US Acquiror agrees not to communicate with holders of Bionik US Acquiror Common Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US Acquiror may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries each Beneficiary as required by this Section 4.3 so long as in each case Bionik US Acquiror delivers a certificate to the Trustee stating that Bionik US Acquiror has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Meeting. Bionik US shall notify the Trustee of any decision of the board of directors of Bionik US with respect to the calling of any Bionik US Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingSMTC Meeting and SMTC Consent, the Trustee shall use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US SMTC utilizes in communications to holders of Bionik US Shares SMTC Stockholders, subject to applicable regulatory requirements requirements, the Trustee being advised in writing of that method and provided it being able to provide that such manner method of communications is reasonably available to the Trusteecommunication) to each of the Beneficiaries named in the ListList referred to in Section 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US SMTC to its shareholdersSMTC Stockholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, meeting materials to be provided to shareholders of Bionik USSMTC Stockholders; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US SMTC Meeting or SMTC Consent or, pursuant to Section 4.7, to attend such Bionik US SMTC Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the TrusteeTrustee to exercise the votes attaching to the Special Voting Share, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of SMTC to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which which, in the case of a Bionik US Meeting an SMTC Meeting, shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) The . Unless otherwise agreed to by SMTC and the Trustee, the materials referred to in this Section 4.3 shall above are to be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely mannerSMTC. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose purposes of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingSMTC Meeting or SMTC Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US SMTC or by applicable law for purposes of determining shareholders SMTC Stockholders entitled to vote at such Bionik US SMTC Meeting. Bionik US shall SMTC will notify the Trustee of any decision of the board of directors of Bionik US SMTC with respect to the calling of any Bionik US SMTC Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingHoldings Meeting and Holdings Consent, the Trustee shall use its reasonable efforts will promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Holdings utilizes in communications to holders of Bionik US Shares Holdings Shares, subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries of the Exchangeable Units named in the ListList referred to in Section 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Holdings to its shareholders: (ia) a copy of such notice, together with any related materials, including any proxy circular or information statement or listing particularsstatement, to be provided to shareholders of Bionik USHoldings; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Holdings Meeting or Holdings Consent or, pursuant to Section 4.7, to attend such Bionik US Holdings Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Holdings to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Holdings Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik USHoldings, and the materials referred to in Subsection 4.3(a)(iiiSections 4.3(c), Subsection 4.3(a)(v4.3(e) and Subsection 4.3(a)(vi4.3(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingHoldings Meeting or Holdings Consent, the number of Exchangeable Shares Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Holdings or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Holdings Meeting. Bionik US shall Holdings will notify the Trustee of any decision of the board Holdings Board of directors of Bionik US Directors with respect to the calling of any Bionik US Holdings Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US RG Meeting, the Trustee shall use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US RG utilizes in communications to holders of Bionik US RG Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US RG to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, to be provided to shareholders of Bionik USRG; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US RG Meeting or, pursuant to Section 4.7, to attend such Bionik US RG Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US RG to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US an RG Meeting shall not be earlier than the close of business on the fourth business day prior to such meeting, and of the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik USRG, and the materials referred to in Subsection 4.3(a)(iiiSection 4.3(1)(c), Subsection 4.3(a)(vSection 4.3(1)(e) and Subsection 4.3(a)(viSection 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US RG shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US RG Shares. Bionik US RG agrees not to communicate with holders of Bionik US RG Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US RG may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US RG delivers a certificate to the Trustee stating that Bionik US RG has undertaken to perform the obligations set forth in this Section 4.3. (c3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US RG Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US RG or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US RG Meeting. Bionik US RG shall notify the Trustee of any decision of the board of directors of Bionik US RG with respect to the calling of any Bionik US RG Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingParent Meeting and Parent Consent, the Trustee shall use its reasonable efforts will promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Parent utilizes in communications to holders of Bionik US Shares Parent Common Stock subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries of the Exchangeable Shares named in the ListList referred to in Section 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Parent to its shareholdersstockholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particularsstatement, to be provided to shareholders stockholders of Bionik USParent; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Parent Meeting or Parent Consent or, pursuant to Section 4.7, to attend such Bionik US Parent Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Parent to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Parent Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall above are to be provided by Parent to the Trustee by Bionik USTrustee, and the materials referred to in Subsection 4.3(a)(iiibut items (d), Subsection 4.3(a)(v(e) and Subsection 4.3(a)(vi(f) shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely mannerTrustee. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingParent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Parent or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Bionik US MeetingParent Meeting or to give written consent in connection with such Parent Consent. Bionik US shall Parent will notify the Trustee in writing of any decision of the board Board of directors Directors of Bionik US Parent with respect to the calling of any Bionik US Parent Meeting or the seeking of any Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US MeetingRTO Acquiror Meeting or RTO Acquiror Consent, the Trustee shall use its reasonable efforts to promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US RTO Acquiror utilizes in communications to holders of Bionik US RTO Acquiror Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication List to commence wherever the extent practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US RTO Acquiror to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, to be provided to shareholders of Bionik US;RTO Acquiror; 131129481189884.0v04003/109954461.4 -11- (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US RTO Acquiror Meeting or RTO Acquiror Consent or, pursuant to Section 4.7, to attend such Bionik US RTO Acquiror Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US RTO Acquiror to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US an RTO Acquiror Meeting shall not be earlier than the close of business on the fourth business day prior to such meeting, and of the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik USRTO Acquiror, and the materials referred to in Subsection 4.3(a)(iiiSection 4.3(1)(c), Subsection 4.3(a)(vSection 4.3(1)(e) and Subsection 4.3(a)(viSection 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US RTO Acquiror shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US RTO Acquiror Shares. Bionik US RTO Acquiror agrees not to communicate with holders of Bionik US RTO Acquiror Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US RTO Acquiror may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US RTO Acquiror delivers a certificate to the Trustee stating that Bionik US RTO Acquiror has undertaken to perform the obligations set forth in this Section 4.3. (c3) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingRTO Acquiror Meeting or RTO Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US RTO Acquiror or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingRTO Acquiror Meeting or 131129481189884.0v04003/109954461.4 -12- in respect of such RTO Acquiror Consent. Bionik US RTO Acquiror shall notify the Trustee of any decision of the board of directors of Bionik US RTO Acquiror with respect to the calling of any Bionik US RTO Acquiror Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US MeetingVail Meeting or Vail Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Vail utilizes in communications to holders of Bionik US Shares Vail Shares, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner of communications and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Beneficiary named in the List, such mailing or communication to commence wherever practicable applicable List on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Vail to its shareholders: (ia) a copy of such noticemailing, together with any related materials, including including, without limitation, any proxy circular or information statement or listing particulars, to be provided to shareholders of Bionik USVail; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Vail Meeting or Vail Consent or, pursuant to Section 4.7, to attend such Bionik US Vail Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: give (A) a proxy to such Beneficiary or his, her or its designee to exercise personally the such holder’s Beneficiary Votes; or , or (B) a proxy to a designated agent or other representative of Bionik US Vail to exercise such holder’s Beneficiary Votes; (ivd) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the such Beneficiary may so use to direct and instruct the Trustee as contemplated herein; and (vif) a statement of (A) the time and date by which such instructions must be received by the Trustee in order for such instructions to be binding upon itthe Trustee, which in the case of a Bionik US Vail Meeting shall not be earlier than the close of business on the fourth business day Business Day immediately prior to the date by which Vail has required proxies to be deposited for such meeting, and (B) of the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik USVail, and the materials referred to in Subsection 4.3(a)(iiiSections 4.3(1)(b), Subsection 4.3(a)(v4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and Subsection 4.3(a)(vi4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US Vail shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Vail Shares. Bionik US Vail agrees not to communicate with holders of Bionik US Vail Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may Vail may, at its option option, exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as as, in each case Bionik US case, Vail delivers a certificate to the Trustee stating that Bionik US Vail has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (c3) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingVail Meeting or Vail Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Vail or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingVail Meeting or in respect of such Vail Consent. Bionik US Vail shall notify the Trustee of any decision of the board of directors of Bionik US Vail with respect to the calling of any Bionik US Vail Meeting or any Vail Consent and shall provide all necessary information and materials to the Trustee in each case promptly and and, in any event event, in sufficient time to enable the Trustee to perform its the obligations contemplated by of the Trustee set forth in this Section 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US MeetingAkerna Meeting or Akerna Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Akerna utilizes in communications to holders of Bionik US Shares Akerna Shares, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner of communications and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Beneficiary named in the List, such mailing or communication to commence wherever practicable applicable List on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Akerna to its shareholders: (ia) a copy of such noticemailing, together with any related materials, including including, without limitation, any proxy circular or information statement or listing particulars, to be provided to shareholders of Bionik USAkerna; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Akerna Meeting or Akerna Consent or, pursuant to Section 4.7, to attend such Bionik US Akerna Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: : (A) a proxy to such Beneficiary or his, her or its designee to exercise personally the such holder’s Beneficiary Votes; or or (B) a proxy to a designated agent or other representative of Bionik US Akerna to exercise such holder’s Beneficiary Votes; (ivd) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (v) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vi) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Meeting shall not be earlier than the close of business on the fourth business day prior to such meeting, and of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Meeting. Bionik US shall notify the Trustee of any decision of the board of directors of Bionik US with respect to the calling of any Bionik US Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US Shire Meeting, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Shire utilizes in communications to holders of Bionik US Shire Ordinary Shares or Shire ADSs subject to applicable regulatory requirements the Trustee being advised in writing of that method and provided its ability to provide that such manner method of communications is reasonably available to the Trusteecommunication) to each of the Beneficiaries named in the ListList referred to in Section 4.6, the following materials (such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Shire to its shareholders:shareholders or, if later, promptly after receipt by the Trustee of such materials): (ia) a copy of the notice of such noticeShire Meeting, together with any related materials, including including, without limitation, any circular or information statement or listing particulars, to be provided to shareholders of Bionik USShire; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Shire Meeting or, pursuant to Section 4.7, to attend such Bionik US Shire Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Shire to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as to voting and otherwise as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which which, in the case of a Bionik US Meeting Shire Meeting, shall be not be earlier later than the close of business on the fourth business day Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Shire Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Shire or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Shire Meeting. Bionik US shall Shire will notify the Trustee of any decision of the board Board of directors Directors of Bionik US Shire with respect to the calling of any Bionik US Shire Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingACT Meeting and ACT Consent, the Trustee shall use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US ACT utilizes in communications to holders Holders of Bionik US Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) ACT Common Stock), to each of the Beneficiaries Holders named in the List, such mailing or communication to commence wherever practicable on the same day as the initial mailing or of notice (or other communication) with respect thereto is commenced given by Bionik US ACT to its shareholdersstockholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of Bionik USACT; (iib) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Bionik US ACT Meeting or ACT Consent, as the case may be, or, pursuant to Section 4.74.7 hereof, to attend such Bionik US ACT Meeting and to exercise personally the Beneficiary Holder Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally the Beneficiary Holder Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of ACT to exercise such Beneficiary Holder Votes; (ivd) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US an ACT Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary the Holder Votes to which a Beneficiary Holder is entitled in respect of any Bionik US Meetingsuch ACT Meeting or ACT Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by Bionik US ACT or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Bionik US MeetingACT Meeting or to give written consent in connection with such ACT Consent. Bionik US ACT shall notify the Trustee of any decision of the board of directors of Bionik US ACT with respect to the calling of any Bionik US such ACT Meeting or the seeking by ACT of any such ACT Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingAmdocs Meeting and Amdocs Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Amdocs utilizes in communications to holders of Bionik US Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the TrusteeAmdocs Ordinary Shares) to each of the Beneficiaries Holders named in the List, such mailing or communication to commence wherever practicable List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US Amdocs to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particulars, and related materials to be provided to shareholders of Bionik USAmdocs; (iib) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Bionik US Amdocs Meeting or Amdocs Consent, as the case may be, or, pursuant to Section 4.74.7 hereof, to attend such Bionik US Amdocs Meeting and to exercise personally the Beneficiary Holder Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally the Beneficiary Holder Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Amdocs to exercise such Beneficiary Holder Votes; (ivd) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US an Amdocs Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Meeting. Bionik US shall notify the Trustee of any decision of the board of directors of Bionik US with respect to the calling of any Bionik US Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingPixelworks Meeting and Pixelworks Consent, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Pixelworks utilizes in communications to holders of Bionik US Shares Pixelworks Stockholders, subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the TrusteeTrustee being advised in writing of that method and it being able to provide that method of communication) to each of the Beneficiaries named in the ListList referred to in section 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Pixelworks to its shareholdersPixelworks Stockholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, meeting materials to be provided to shareholders of Bionik USPixelworks Stockholders; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Pixelworks Meeting or Pixelworks Consent or, pursuant to Section section 4.7, to attend such Bionik US Pixelworks Meeting and to exercise personally the Beneficiary Votes thereatat that meeting; (iiic) a statement as to the manner in which such instructions may be given to the TrusteeTrustee to exercise the votes attaching to the Special Voting Share, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Pixelworks to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as to voting and otherwise as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which which, in the case of a Bionik US Meeting shall Pixelworks Meeting, may not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) The . Unless otherwise agreed to by Pixelworks and the Trustee, the materials referred to in this Section 4.3 shall above are to be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely mannerPixelworks. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose purposes of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingPixelworks Meeting or Pixelworks Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall will be determined at the close of business on the record date established by Bionik US Pixelworks or by applicable law for purposes of determining shareholders Pixelworks Stockholders entitled to vote at such Bionik US MeetingPixelworks Meeting or to sign such Pixelworks Consent. Bionik US shall Pixelworks will notify the Trustee of any decision of the board of directors of Bionik US Pixelworks with respect to the calling of any Bionik US Pixelworks Meeting and shall will provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingSource Meeting and Source Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Source utilizes in communications to holders of Bionik US Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the TrusteeSource Common Shares) to each of the Beneficiaries named in the List, such mailing or communication List referred to commence wherever practicable in section 4.6 on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US Source to its shareholders: : (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, materials to be provided to shareholders of Bionik US; Source; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Source Meeting or Source Consent, as the case may be, or, pursuant to Section section 4.7, to attend such Bionik US Source Meeting and to exercise personally the Beneficiary Votes thereat; ; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: : (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Source to exercise such Beneficiary Votes; ; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; ; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Source Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meetingsuch Source Meeting or Source Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Source or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingSource Meeting or to give written consent in connection with such Source Consent. Bionik US shall Source will notify the Trustee of any decision of the board Board of directors Directors of Bionik US Source with respect to the calling of any Bionik US such Source Meeting or the seeking of any such Source Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3section 4.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingParent Meeting or Parent Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US the Parent utilizes in communications to holders of Bionik US Shares Parent Shares, subject to applicable regulatory requirements and provided that such manner of communications communication is reasonably available to the TrusteeTrustee ) to each of the Beneficiaries Beneficiary named in the List, such mailing or communication to commence wherever practicable applicable List on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US the Parent to its shareholders: (i) a copy of such noticemailing, together with any related materials, including any circular proxy or information statement or listing particulars, to be provided to shareholders of Bionik USthe Parent; (ii) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Parent Meeting or Parent Consent or, pursuant to Section 4.7, to attend such Bionik US Parent Meeting and to exercise personally the Beneficiary Votes thereat;; WSLegal\073132\00009\12677454v12 (iii) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: give (A) a proxy to such Beneficiary or his, her or its designee to exercise personally the such holder's Beneficiary Votes; or Votes or (B) a proxy to a designated agent or other representative of Bionik US the Parent to exercise such holder's Beneficiary Votes; (iv) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (v) a form of direction whereby the such Beneficiary may so use to direct and instruct the Trustee as contemplated herein; and (vi) a statement of (A) the time and date by which such instructions must be received by the Trustee in order for such instructions to be binding upon itthe Trustee, which in the case of a Bionik US Parent Meeting shall not be earlier than the close of business on the fourth business day Business Day immediately prior to the date by which the Parent has required proxies to be deposited for such meeting, and (B) of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik USthe Parent, and the materials referred to in Subsection Sections 4.3(a)(ii), 4.3(a)(iii), Subsection 4.3(a)(iv), 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US the Parent shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Parent Shares. Bionik US The Parent agrees not to communicate with holders of Bionik US Parent Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may the Parent may, at its option option, exercise or cause to be exercised the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as as, in each case Bionik US case, the Parent delivers a certificate to the Trustee stating that Bionik US the Parent has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (c) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingParent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingParent Meeting or in respect of such Parent Consent. Bionik US The Parent shall notify the Trustee of any decision of the board of directors of Bionik US the Parent with respect to the calling of any Bionik US Parent Meeting or any Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and and, in any event event, in sufficient time to enable the Trustee to perform its the obligations contemplated by of the Trustee set forth in this Section 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US Newmont Meeting, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Newmont utilizes in communications to holders of Bionik US Newmont Shares subject to applicable regulatory requirements and the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List at the Beneficiaries’ respective addresses as set forth in the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Newmont to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, to be provided to shareholders of Bionik USNewmont but excluding proxies to vote Newmont Shares; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Newmont Meeting or, pursuant and subject to Section 4.7, to attend such Bionik US Newmont Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US Newmont to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Newmont Meeting shall not be earlier than the close of business on the fourth business day prior to such meeting, and of the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall 4.2 are to be provided to the Trustee by Bionik USNewmont, and the materials referred to in Subsection 4.3(a)(iiiSection 4.3(1)(c), Subsection 4.3(a)(v4.3(1)(e) and Subsection 4.3(a)(vi4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, Bionik US Newmont shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Newmont Shares. Bionik US Newmont agrees not to communicate with holders of Bionik US Newmont Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Newmont Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Newmont or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Newmont Meeting. Bionik US shall Newmont will notify the Trustee of any decision of the board of directors of Bionik US Newmont with respect to the calling of any Bionik US Newmont Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingSpinco Meeting and Spinco Consent, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Spinco utilizes in communications to holders of Bionik US Shares shares of Spinco Common Stock subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the ListList referred to in section 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Spinco to its shareholders: (ia) a copy of such notice, together with any related materials, including including, without limitation, any circular proxy or information statement or listing particularsstatement, to be provided to shareholders of Bionik USSpinco; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Spinco Meeting or Spinco Consent or, pursuant to Section section 4.7, to attend such Bionik US Spinco Meeting and to exercise personally the Beneficiary Votes thereatat such meeting; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Spinco to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Spinco Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section section 4.3 shall are to be provided to the Trustee by Bionik US, Spinco and the materials referred to in Subsection 4.3(a)(iiisections 4.3(c), Subsection 4.3(a)(v4.3(e) and Subsection 4.3(a)(vi4.3(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US Spinco shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Sharesshares of Spinco Common Stock. Bionik US Spinco agrees not to communicate with holders of Bionik US Shares shares of Spinco Common Stock with respect to the materials referred to in this Section section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingSpinco Meeting or Spinco Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Spinco or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Spinco Meeting. Bionik US shall Spinco will notify the Trustee of any decision of the board of directors of Bionik US Spinco with respect to the calling of any Bionik US Spinco Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingVeritas Meeting and Veritas Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Veritas utilizes in communications to holders of Bionik US Shares Veritas Common Stock, subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries Holders named in the List, such mailing or communication to commence wherever practicable List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US Veritas to its shareholdersstockholders: (i) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of Bionik USVeritas; (ii) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Bionik US Veritas Meeting or Veritas Consent, as the case may be, or, pursuant to Section 4.74(g) hereof, to attend such Bionik US Veritas Meeting and to exercise personally as the Beneficiary proxy of the Trustee, the Holder Votes thereat; (iii) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (A) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally the Beneficiary Holder Votes; or (B) a proxy to a designated agent or other representative of Bionik US the management of Veritas to exercise such Beneficiary Holder Votes; (iv) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (v) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (vi) a statement of (A) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Veritas Meeting shall not be earlier than the close of business on the fourth business day Business Day prior to such meeting, and of (B) the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall above are to be provided by Veritas to the Trustee by Bionik USTrustee, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely mannerTrustee. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any Bionik US Meetingsuch Veritas Meeting or Veritas Consent, the number of Series 1 Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by Bionik US Veritas or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Bionik US MeetingVeritas Meeting or to give written consent in connection with such Veritas Consent. Bionik US shall Veritas will notify the Trustee in writing of any decision of the board of directors of Bionik US Veritas with respect to the calling of any Bionik US such Veritas Meeting or the seeking of any such Veritas Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.34(c).

Mailings to Shareholders. (a) With respect to each Bionik US MeetingDevon Meeting and Devon Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Devon utilizes in communications to holders of Bionik US Shares Devon Common Stock, subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries Holders named in the List, such mailing or communication to commence wherever practicable List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US Devon to its shareholders: stockholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of Bionik US; Devon; (iib) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Bionik US Devon Meeting or Devon Consent, as the case may be, or, pursuant to Section 4.74.7 hereof, to attend such Bionik US Devon Meeting and to exercise personally the Beneficiary Holder Votes thereat; ; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: : (Ai) a proxy to such Beneficiary Holder or his, her or its such Holder's designee to exercise personally the Beneficiary Holder Votes; or or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Devon to exercise such Beneficiary Holder Votes; ; (ivd) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; ; (ve) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and and (vif) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Devon Meeting shall not be earlier than the close of business on the fourth business day prior to such meeting, and of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Meeting. Bionik US shall notify the Trustee of any decision of the board of directors of Bionik US with respect to the calling of any Bionik US Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.of

Mailings to Shareholders. (a) With respect to each Bionik US MeetingMerge Meeting and Merge Consent, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Merge utilizes in communications to holders of Bionik US Merge Common Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the ListList referred to in section 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Merge to its shareholders: (ia) a copy of such notice, together with any related materials, including including, without limitation, any circular proxy or information statement or listing particularsstatement, to be provided to shareholders of Bionik USMerge; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Merge Meeting or Merge Consent or, pursuant to Section section 4.7, to attend such Bionik US Merge Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Merge to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Merge Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section section 4.3 shall are to be provided to the Trustee by Bionik US, Merge and the materials referred to in Subsection 4.3(a)(iiisection 4.3(c), Subsection 4.3(a)(v(e) and Subsection 4.3(a)(vi(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US Merge shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Merge Common Shares. Bionik US Merge agrees not to communicate with holders of Bionik US Merge Common Shares with respect to the materials referred to in this Section section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingMerge Meeting or Merge Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Merge or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Merge Meeting. Bionik US shall Merge will notify the Trustee of any decision of the board Board of directors Directors of Bionik US Merge with respect to the calling of any Bionik US Merge Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingInfospace Meeting and Infospace Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Infospace utilizes in communications to holders of Bionik US Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the TrusteeInfospace Common Shares) to each of the Beneficiaries named in the ListList referred to in section 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Infospace to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, materials to be provided to shareholders of Bionik USInfospace; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Infospace Meeting or Infospace Consent or, pursuant to Section section 4.7, to attend such Bionik US Infospace Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Infospace to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US an Infospace Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingInfospace Meeting or Infospace Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Infospace or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingInfospace Meeting or to execute an Infospace consent. Bionik US shall Infospace will notify the Trustee of any decision of the board Board of directors Directors of Bionik US Infospace with respect to the calling of any Bionik US Infospace Meeting or the seeking of an Infospace consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US MeetingGold Meeting and US Gold Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Gold utilizes in communications to holders of Bionik US Shares Gold Common Stock, subject to applicable regulatory requirements the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List at the Beneficiaries’ respective addresses as set forth in the List, such mailing or communication to commence wherever practicable on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US Gold to its shareholdersstockholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, to be provided to shareholders of Bionik USUS Gold but excluding proxies to vote US Gold Common Stock; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Gold Meeting or US Gold Consent, as the case may be, or, pursuant and subject to Section 4.7, to attend such Bionik US Gold Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the such holder’s Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik the management of US Gold to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Gold Meeting shall not be earlier later than the close of business on the fourth business day second Business Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik USUS Gold, and the materials referred to in Subsection 4.3(a)(iiiSections 4.3(1)(c), Subsection 4.3(a)(v4.3(1)(e) and Subsection 4.3(a)(vi4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, Bionik US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US SharesGold Common Stock. Bionik US Gold agrees not to communicate with holders of Bionik US Shares Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingGold Meeting or US Gold Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Gold or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Bionik US MeetingGold Meeting or to give written consent in connection with such US Gold Consent. Bionik US shall Gold will notify the Trustee of any decision of the board of directors of Bionik US Gold with respect to the calling of any Bionik US Gold Meeting or the seeking of any US Gold Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingHoldings Meeting and Holdings Consent, the Trustee shall use its reasonable efforts will promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Holdings utilizes in communications to holders of Bionik US Shares Holdings Shares, subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries of the Exchangeable Units named in the ListList referred to in Section 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Holdings to its shareholders: (ia) a copy of such notice, together with any related materials, including any proxy circular or information statement or listing particularsstatement, to be provided to shareholders of Bionik USHoldings; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Holdings Meeting or Holdings Consent or, pursuant to Section 4.7, to attend such Bionik US Holdings Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Holdings to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercisedexercised by the Trustee; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Holdings Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik USHoldings, and the materials referred to in Subsection 4.3(a)(iiiSections 4.3(c) (statement as to the manner in which instructions may be given), Subsection 4.3(a)(v4.3(e) (form of direction) and Subsection 4.3(a)(vi4.3(f) (statement of the time and date by which instructions must be received) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingHoldings Meeting or Holdings Consent, the number of Exchangeable Shares Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Holdings or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Holdings Meeting. Bionik US shall Holdings will notify the Trustee of any decision of the board Holdings Board of directors of Bionik US Directors with respect to the calling of any Bionik US Holdings Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingParentCo Meeting and ParentCo Consent, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US ParentCo utilizes in communications to holders of Bionik US ParentCo Common Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the ListList referred to in section 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US ParentCo to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, materials to be provided to shareholders of Bionik USParentCo; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US ParentCo Meeting or ParentCo Consent or, pursuant to Section section 4.7, to attend such Bionik US ParentCo Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of ParentCo to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US ParentCo Meeting shall not be earlier than the close of business on the fourth second business day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section section 4.3 shall are to be provided to the Trustee by Bionik US, ParentCo and the materials referred to in Subsection 4.3(a)(iiisection 4.3(c), Subsection 4.3(a)(v(e) and Subsection 4.3(a)(vi(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US ParentCo shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US ParentCo Common Shares. Bionik US ParentCo agrees not to communicate with holders of Bionik US ParentCo Common Shares with respect to the materials referred to in this Section section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingParentCo Meeting or ParentCo Consent, the number of LuxCo Exchangeable Preferred Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US ParentCo or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingParentCo Meeting or consent in respect of such ParentCo Consent. Bionik US shall ParentCo will notify the Trustee of any decision of the board of directors of Bionik US ParentCo with respect to the calling of any Bionik US ParentCo Meeting or the seeking by ParentCo of any such ParentCo Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingApplied Meeting and Applied Consent, the Trustee shall use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Applied utilizes in communications to holders of Bionik US Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) Applied Common Stock), to each of the Beneficiaries Holders named in the List, such mailing or communication to commence wherever practicable on the same day as the initial mailing or of notice (or other communication) with respect thereto is commenced given by Bionik US Applied to its shareholdersstockholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of Bionik USApplied; (iib) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Bionik US Applied Meeting or Applied Consent, as the case may be, or, pursuant to Section 4.7section 4.7 hereof, to attend such Bionik US Applied Meeting and to exercise personally the Beneficiary Holder Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally the Beneficiary Holder Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Applied to exercise such Beneficiary Holder Votes; (ivd) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US an Applied Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any Bionik US Meetingsuch Applied Meeting or Applied Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by Bionik US Applied or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Bionik US MeetingApplied Meeting or to give written consent in connection with such Applied Consent. Bionik US Applied shall notify the Trustee of any decision of the board of directors of Bionik US Applied with respect to the calling of any Bionik US such Applied Meeting or the seeking by Applied of any such Applied Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingParent Meeting or Parent Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US the Parent utilizes in communications to holders of Bionik US Shares Parent Shares, subject to applicable regulatory requirements and provided that such manner of communications communication is reasonably available to the TrusteeTrustee ) to each of the Beneficiaries Beneficiary named in the List, such mailing or communication to commence wherever practicable applicable List on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US the Parent to its shareholders: (i) a copy of such noticemailing, together with any related materials, including any circular proxy or information statement or listing particulars, to be provided to shareholders of Bionik USthe Parent; (ii) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Parent Meeting or Parent Consent or, pursuant to Section ?4.7, to attend such Bionik US Parent Meeting and to exercise personally the Beneficiary Votes thereat; (iii) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: give (A) a proxy to such Beneficiary or his, her or its designee to exercise personally the such holder's Beneficiary Votes; or Votes or (B) a proxy to a designated agent or other representative of Bionik US the Parent to exercise such holder's Beneficiary Votes; (iv) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (v) a form of direction whereby the such Beneficiary may so use to direct and instruct the Trustee as contemplated herein; and (vi) a statement of (A) the time and date by which such instructions must be received by the Trustee in order for such instructions to be binding upon itthe Trustee, which in the case of a Bionik US Parent Meeting shall not be earlier than the close of business on the fourth business day Business Day immediately prior to the date by which the Parent has required proxies to be deposited for such meeting, and (B) of the method for revoking or amending such instructions. (b) The materials referred to in this Section ?4.3 shall be provided to the Trustee by Bionik USthe Parent, and the materials referred to in Subsection Sections ?4.3(a)(ii), ?4.3(a)(iii), Subsection ?4.3(a)(iv), ?4.3(a)(v) and Subsection ?4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US the Parent shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Parent Shares. Bionik US The Parent agrees not to communicate with holders of Bionik US Parent Shares with respect to the materials referred to in this Section ?4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may the Parent may, at its option option, exercise or cause to be exercised the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section ?4.3 so long as as, in each case Bionik US case, the Parent delivers a certificate to the Trustee stating that Bionik US the Parent has undertaken to perform the obligations of the Trustee set forth in this Section ?4.3. (c) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingParent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingParent Meeting or in respect of such Parent Consent. Bionik US The Parent shall notify the Trustee of any decision of the board of directors of Bionik US the Parent with respect to the calling of any Bionik US Parent Meeting or any Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and and, in any event event, in sufficient time to enable the Trustee to perform its the obligations contemplated by of the Trustee set forth in this Section ?4.3.

Mailings to Shareholders. (a) With respect to each Bionik Jaws US MeetingMeeting and Jaws US Consent, the Trustee shall will use its all commercially reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik Jaws US utilizes in communications to holders of Bionik Jaws US Shares Common Stock, subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee's ability to provide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries Holders named in the List, such mailing or communication to commence wherever practicable List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik Jaws US to its shareholdersstockholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of Bionik Jaws US; (iib) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Bionik Jaws US Meeting or Jaws US Consent, as the case may be, or, pursuant to Section 4.74.7 hereof, to attend such Bionik Jaws US Meeting and to exercise personally the Beneficiary Holder Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy direction to such Beneficiary or his, her or its designee vote to the Trustee to exercise personally the Beneficiary Holder Votes; or (Bii) a proxy to a designated agent or other representative of Bionik the management of Jaws US to exercise such Beneficiary Holder Votes; (ivd) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik Jaws US Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall above are to be provided by Jaws US to the Trustee by Bionik USTrustee, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely mannerTrustee. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any Bionik such Jaws US MeetingMeeting or Jaws US Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by Bionik Jaws US or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Bionik Jaws US MeetingMeeting or to give written consent in connection with such Jaws US Consent. Bionik Jaws US shall will notify the Trustee in writing of any decision of the board of directors of Bionik Jaws US with respect to the calling of any Bionik such Jaws US Meeting or the seeking of any such Jaws US Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingParent Meeting and Parent Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US that the Parent utilizes in communications to holders of Bionik US Shares Parent Common Shares, subject to applicable regulatory requirements the Trustee being advised in writing of such method and provided that such manner its ability to provide this method of communications is reasonably available to the Trusteecommunication) to each of the Beneficiaries Non-Affiliated Holders named in the List, such mailing or communication to commence wherever practicable List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US the Parent to its shareholdersstockholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of Bionik USthe Parent; (iib) a statement that such Beneficiary Non-Affiliated Holder is entitled entitled, subject to the provisions of Section 4.7 hereof, to instruct the Trustee as to the exercise of the Beneficiary Non-Affiliated Holder Votes with respect to such Bionik US Parent Meeting or Parent Consent, as the case may be, or, pursuant and subject to Section 4.74.7 hereof, to attend such Bionik US Parent Meeting and to exercise personally the Beneficiary Non-Affiliated Holder Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including including, in the case of a Parent Meeting, an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her Non-Affiliated Holder or its designee to exercise personally the Beneficiary such holder's Non-Affiliated Holder Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of the Parent to exercise such Beneficiary Non-Affiliated Holder Votes; (ivd) a statement that if no such instructions are received from the BeneficiaryNon-Affiliated Holder, the Beneficiary Non-Affiliated Holder Votes to which such Beneficiary Non-Affiliated Holder is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary Non-Affiliated Holder may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Parent Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall above are to be provided by the Parent to the Trustee by Bionik USTrustee, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely mannerTrustee. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Non-Affiliated Holder Votes to which a Beneficiary Non-Affiliated Holder is entitled in respect of any Bionik US Meetingsuch Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary Non-Affiliated Holder shall be determined at the close of business on the record date established by Bionik US the Parent or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Bionik US MeetingParent Meeting or to give written consent in connection with such Parent Consent. Bionik US shall The Parent will notify the Trustee in writing of any decision of the board of directors of Bionik US the Parent with respect to the calling of any Bionik US such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingParent Meeting and Parent Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US the Parent utilizes in communications to holders of Bionik US Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the TrusteeParent Common Shares) to each of the Beneficiaries named in the List, such mailing or communication List referred to commence wherever practicable in section 4.6 on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US the Parent to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, materials to be provided to shareholders of Bionik USthe Parent; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Parent Meeting or Parent Consent, as the case may be, or, pursuant to Section section 4.7, to attend such Bionik US Parent Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative representatives of Bionik US the management of the Parent to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Parent Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meetingsuch Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingParent Meeting or to give written consent in connection with such Parent Consent. Bionik US shall The Parent will notify the Trustee of any decision of the board Board of directors Directors of Bionik US the Parent with respect to the calling of any Bionik US such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US MeetingAbgenix Meeting and Abgenix Consent, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Abgenix utilizes in communications to holders of Bionik US Abgenix Common Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Abgenix to its shareholders: (ia) a copy of such notice, together with any related materials, including including, without limitation, any circular or information statement or listing particulars, to be provided to shareholders of Bionik USAbgenix; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Abgenix Meeting or, pursuant to Section 4.7, to attend such Bionik US Abgenix Meeting or the delivery of the Abgenix Consent and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Abgenix to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US an Abgenix Meeting shall not be earlier than the close of business on the fourth business day Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik USAbgenix, and the materials referred to in Subsection 4.3(a)(iiiSection 4.3(1)(c), Subsection 4.3(a)(vSection 4.3(1)(e) and Subsection 4.3(a)(viSection 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US Abgenix shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Abgenix Common Shares. Bionik US Abgenix agrees not to communicate with holders of Bionik US Abgenix Common Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingAbgenix Meeting or Abgenix Consent, the number of Exchangeable Company Special Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Abgenix or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingAbgenix Meeting or in respect of such Abgenix Consent. Bionik US shall Abgenix will notify the Trustee of any decision of the board Board of directors Directors of Bionik US Abgenix with respect to the calling of any Bionik US Abgenix Meeting or request for Abgenix Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingAcquiror Meeting and Acquiror Consent, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Acquiror utilizes in communications to holders of Bionik US Acquiror Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Acquiror to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particularsstatement, to be provided to shareholders of Bionik USAcquiror; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Acquiror Meeting or Acquiror Consent or, pursuant to Section 4.7, to attend such Bionik US Acquiror Meeting and to exercise personally thereat the Beneficiary Votes thereatof such Beneficiary; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Acquiror to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Acquiror Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Acquiror Meeting or Acquiror Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Acquiror or by applicable law for purposes of determining shareholders entitled to vote at such Acquiror Meeting or to give written consent in connection with such Acquiror Consent. Acquiror will notify the Trustee of any decision of the Board of Directors of Acquiror with respect to the calling of any Acquiror Meeting or the seeking of any Acquiror Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3. The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik US, Acquiror and the materials referred to in Subsection 4.3(a)(iiiSection 4.3(c), Subsection 4.3(a)(vSection 4.3(e) and Subsection 4.3(a)(viSection 4.3(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US Acquiror shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Acquiror Shares. Bionik US Acquiror agrees not to communicate with holders of Bionik US Acquiror Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US Acquiror may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries each Beneficiary as required by this Section 4.3 so long as in each case Bionik US Acquiror delivers a certificate to the Trustee stating that Bionik US Acquiror has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Meeting. Bionik US shall notify the Trustee of any decision of the board of directors of Bionik US with respect to the calling of any Bionik US Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US Holdings Meeting, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Holdings utilizes in communications to holders of Bionik US Holdings Common Shares subject to applicable regulatory requirements the Trustee being advised in writing of that method and provided its ability to provide that such manner method of communications is reasonably available to the Trusteecommunication) to each of the Beneficiaries named in the ListList referred to in Section 4.6, the following materials (such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Holdings to its shareholders:shareholders or, if later, promptly after receipt by the Trustee of such materials): (ia) a copy of the notice of such noticeHoldings Meeting, together with any related materials, including including, without limitation, any circular or information statement or listing particularsstatement, to be provided to shareholders of Bionik USHoldings; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Holdings Meeting or, pursuant to Section 4.7, to attend such Bionik US Holdings Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Holdings to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as to voting and otherwise as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which which, in the case of a Bionik US Meeting Holdings Meeting, shall be not be earlier later than the close of business on the fourth business day (4th) Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Holdings Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Holdings or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Holdings Meeting. Bionik US shall Holdings will notify the Trustee of any decision of the board Board of directors Directors of Bionik US Holdings with respect to the calling of any Bionik US Holdings Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingParent Meeting and Parent Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US the Parent utilizes in communications to holders of Bionik US Shares Parent Common Shares, subject to applicable regulatory requirements the Trustee being advised in writing of such method and provided that such manner its ability to provide this method of communications is reasonably available to the Trusteecommunication) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable List (as hereinafter defined) on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US the Parent to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, materials to be provided to shareholders of Bionik USthe Parent; (iib) a statement that such Beneficiary is entitled entitled, subject to the provisions of section 4.7, to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Parent Meeting or Parent Consent, as the case may be, or, pursuant and subject to Section section 4.7, to attend such Bionik US Parent Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the such Beneficiary's Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of the Parent to exercise such Beneficiary's Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Parent Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall above are to be provided by Parent to the Trustee by Bionik USTrustee, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely mannerTrustee. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining the Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meetingsuch Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingParent Meeting or to give written consent in connection with such Parent Consent. Bionik US shall The Parent will notify the Trustee in writing of any decision of the board Board of directors Directors of Bionik US the Parent with respect to the calling of any Bionik US such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingOrbital Meeting and Orbital Consent, the Trustee shall use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Orbital utilizes in communications to holders of Bionik US Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the TrusteeOrbital Common Shares) to each of the Beneficiaries Holders named in the List, such mailing or communication to commence wherever practicable List on the same day as the initial mailing or of notice (or other communication) with respect thereto is commenced given by Bionik US Orbital or any third party to its shareholdersstockholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of Bionik USOrbital; (iib) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Bionik US Orbital Meeting or Orbital Consent, as the case may be, or, pursuant to Section 4.7section 4.7 hereof, to attend such Bionik US Orbital Meeting and to exercise personally the Beneficiary Holder Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ad) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally the Beneficiary Holder Votes; or (Bi) a proxy to a designated agent or other representative of Bionik US the management of Orbital to exercise such Beneficiary Holder Votes; (ive) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (vf) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (vig) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Orbital Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any Bionik US Meetingsuch Orbital Meeting or Orbital Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by Bionik US Orbital or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Bionik US MeetingOrbital Meeting or to give written consent in connection with such Orbital Consent. Bionik US Orbital shall notify the Trustee of any decision of the board of directors of Bionik US Orbital with respect to the calling of any Bionik US such Orbital Meeting or the seeking by Orbital of any such Orbital Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingServiceSoft Meeting and ServiceSoft Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US ServiceSoft utilizes in communications to holders of Bionik US ServiceSoft Shares of the relevant class, subject to applicable regulatory requirements the Trustee being advised in writing of such method and provided that such manner its ability to provide this method of communications is reasonably available to the Trusteecommunication) to each of the Corresponding Beneficiaries named in the List, such mailing or communication to commence wherever practicable List on the same day as the initial mailing or of notice (or other communication) with respect thereto to such ServiceSoft Meeting or ServiceSoft Consent is commenced given by Bionik US ServiceSoft to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, materials to be provided to shareholders of Bionik USServiceSoft; (iib) a statement that such Corresponding Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US ServiceSoft Meeting or ServiceSoft Consent, as the case may be, or, pursuant to Section 4.7section 4.7 of this Agreement, to attend such Bionik US ServiceSoft Meeting and to exercise personally the Beneficiary Votes thereatat such meeting; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Corresponding Beneficiary or his, her or its such Beneficiary's designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of ServiceSoft to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Corresponding Beneficiary, the Beneficiary Votes to which such Corresponding Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Corresponding Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US ServiceSoft Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall above are to be provided to the Trustee by Bionik USServiceSoft, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely mannerTrustee. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining the Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meetingsuch ServiceSoft Meeting or ServiceSoft Consent, the number of Exchangeable Shares of the relevant class owned of record by the Beneficiary shall be determined by ServiceSoft Canada at the close of business on the record date established by Bionik US ServiceSoft or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingServiceSoft Meeting or to give written consent in connection with such ServiceSoft Consent. Bionik US shall ServiceSoft will notify the Trustee of any decision of the board Board of directors Directors of Bionik US ServiceSoft with respect to the calling of any Bionik US such ServiceSoft Meeting or the seeking of any such ServiceSoft Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingWendy's Meeting and Wendy's Consent, the Trustee TRUSTEE shall use its reasonable efforts promptly to mail or cause to be mailed or send by commercial express delivery service (or otherwise communicate in the same manner as Bionik US Wendy's utilizes in communications to holders of Bionik US Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available Wendy's Shares) to the Trustee) to each of BENEFICIARY within three business days after the Beneficiaries named in the List, such mailing or communication to commence wherever practicable on the same day as the TRUSTEE receives any mailing or notice (or other communication) with respect thereto is commenced by Bionik US to its shareholdersfrom Wendy's: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, materials to be provided to shareholders of Bionik USWendy's; (iib) a statement that such Beneficiary the BENEFICIARY is entitled to instruct the Trustee TRUSTEE as to the exercise of the Beneficiary Votes Voting Rights to which the BENEFICIARY is entitled with respect to such Bionik US Wendy's Meeting or Wendy's Consent, as the case may be, or, pursuant to Section 4.74.5, to attend such Bionik US Wendy's Meeting and to exercise personally the Beneficiary Votes such Voting Rights thereat; (iiic) a statement as to the manner in which such instructions may be given to the TrusteeTRUSTEE (and the method for revoking the same), including an express indication that instructions may be given to the Trustee TRUSTEE to give: (Ai) a proxy to such Beneficiary the BENEFICIARY or his, her or its the BENEFICIARY'S designee to exercise personally the Beneficiary VotesVoting Rights to which the BENEFICIARY is entitled; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Wendy's to exercise such Beneficiary VotesVoting Rights; (ivd) a statement that if no such instructions are received from the BeneficiaryBENEFICIARY, the Beneficiary Votes Voting Rights to which such Beneficiary the BENEFICIARY is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary BENEFICIARY may so direct and instruct the Trustee TRUSTEE as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee TRUSTEE in order to be binding upon it, which in the case of a Bionik US Wendy's Meeting shall not be earlier than the close of business on the fourth second business day prior to such meeting, and of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Meeting. Bionik US shall notify the Trustee of any decision of the board of directors of Bionik US with respect to the calling of any Bionik US Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingNPS Meeting and NPS Consent, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US NPS utilizes in communications to holders of Bionik US NPS Common Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the ListList referred to in section 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US NPS to its shareholders: (ia) a copy of such notice, together with any related materials, including including, without limitation, any circular proxy or information statement or listing particularsstatement, to be provided to shareholders of Bionik USNPS; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US NPS Meeting or NPS Consent or, pursuant to Section section 4.7, to attend such Bionik US NPS Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of NPS to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US NPS Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section section 4.3 shall are to be provided to the Trustee by Bionik US, NPS and the materials referred to in Subsection 4.3(a)(iiisection 4.3(c), Subsection 4.3(a)(v(e) and Subsection 4.3(a)(vi(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US NPS shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US NPS Common Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingNPS Meeting or NPS Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US NPS or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US NPS Meeting. Bionik US shall NPS will notify the Trustee of any decision of the board Board of directors Directors of Bionik US NPS with respect to the calling of any Bionik US NPS Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US MeetingAkerna Meeting or Akerna Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Akerna utilizes in communications to holders of Bionik US Shares Akerna Shares, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner of communications and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Beneficiary named in the List, such mailing or communication to commence wherever practicable applicable List on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Akerna to its shareholders: (ia) a copy of such noticemailing, together with any related materials, including including, without limitation, any proxy circular or information statement or listing particulars, to be provided to shareholders of Bionik USAkerna; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Akerna Meeting or Akerna Consent or, pursuant to Section 4.7, to attend such Bionik US Akerna Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: : (A) a proxy to such Beneficiary or his, her or its designee to exercise personally the such holder’s Beneficiary Votes; or or (B) a proxy to a designated agent or other representative of Bionik US Akerna to exercise such holder’s Beneficiary Votes; (ivd) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the such Beneficiary may so use to direct and instruct the Trustee as contemplated herein; and (vif) a statement of of: (A) the time and date by which such instructions must be received by the Trustee in order for such instructions to be binding upon itthe Trustee, which in the case of a Bionik US an Akerna Meeting shall not be earlier than the close of business on the fourth business day Business Day immediately prior to the date by which Akerna has required proxies to be deposited for such meeting, ; and (B) of the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik USAkerna, and the materials referred to in Subsection 4.3(a)(iiiSections 4.3(1)(b), Subsection 4.3(a)(v4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and Subsection 4.3(a)(vi4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US Akerna shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Akerna Shares. Bionik US Akerna agrees not to communicate with holders of Bionik US Akerna Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may Akerna may, at its option option, exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as as, in each case Bionik US case, Akerna delivers a certificate to the Trustee stating that Bionik US Akerna has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (c3) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingAkerna Meeting or Akerna Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Akerna or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingAkerna Meeting or in respect of such Akerna Consent. Bionik US Akerna shall notify the Trustee of any decision of the board of directors of Bionik US Akerna with respect to the calling of any Bionik US Akerna Meeting or any Akerna Consent and shall provide all necessary information and materials to the Trustee in each case promptly and and, in any event event, in sufficient time to enable the Trustee to perform its the obligations contemplated by of the Trustee set forth in this Section 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US MeetingCoeur Meeting and Coeur Consent, the Trustee shall will use its reasonable best efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Coeur utilizes in communications to holders of Bionik US Shares Coeur Common Stock, subject to applicable regulatory requirements the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List at the Beneficiaries' respective addresses as set forth in the List, such mailing or communication to commence wherever practicable on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US Coeur to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, to be provided to shareholders of Bionik USCoeur but excluding proxies to vote Coeur Common Stock; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Coeur Meeting or Coeur Consent, as the case may be, or, pursuant and subject to Section 4.7, to attend such Bionik US Coeur Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the such holder's Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Coeur to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Coeur Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik USCoeur, and the materials referred to in Subsection 4.3(a)(iiiSections 4.3(1)(c), Subsection 4.3(a)(v4.3(1)(e) and Subsection 4.3(a)(vi4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, Bionik US Coeur shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US SharesCoeur Common Stock. Bionik US Coeur agrees not to communicate with holders of Bionik US Shares Coeur Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingCoeur Meeting or Coeur Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Coeur or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingCoeur Meeting or to give written consent in connection with such Coeur Consent. Bionik US shall Coeur will notify the Trustee of any decision of the board of directors of Bionik US Coeur with respect to the calling of any Bionik US Coeur Meeting or the seeking of any Coeur Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US MeetingUnited Royale Meeting or United Royale Consent, the Trustee Trustee, Canco or United Royale shall use its commercially reasonable efforts to promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US United Royale utilizes in communications to holders of Bionik US United Royale Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication List to commence wherever the extent practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US United Royale to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular circular, proxy or information statement or listing particulars, to be provided to shareholders of Bionik USUnited Royale; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US United Royale Meeting or United Royale Consent or, pursuant to Section 4.7, to attend such Bionik US United Royale Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US United Royale to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US United Royale Meeting shall not be earlier than the close of business on the fourth business day prior to such meeting, and of the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik USUnited Royale if the materials are to be sent to Beneficiaries by the Trustee, and the materials referred to in Subsection 4.3(a)(iiiSection 4.3(1)(c), Subsection 4.3(a)(vSection 4.3(1)(e) and Subsection 4.3(a)(viSection 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US United Royale shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US United Royale Shares. Bionik US United Royale agrees not to communicate with holders of Bionik US United Royale Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US United Royale may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US United Royale delivers a certificate to the Trustee stating that Bionik US United Royale has undertaken to and will perform the obligations set forth in this Section 4.3. (c3) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US United Royale Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US United Royale or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingUnited Royale Meeting or in respect of such United Royale Consent. Bionik US United Royale shall notify the Trustee of any decision of the board of directors of Bionik US United Royale with respect to the calling of any Bionik US United Royale Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingRational Meeting and Rational Consent, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Rational utilizes in communications to holders of Bionik US Shares Rational Common Shares, subject to applicable regulatory requirements the Trustee being advised in writing of that method and provided its ability to provide that such manner method of communications is reasonably available to the Trusteecommunication) to each of the Beneficiaries named in the ListList referred to in section 4.6, such which mailing or communication communication, to the extent practicable, will commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Rational to its shareholders: (ia) a copy of such the notice, together with any related materials, including any circular or information statement or listing particulars, materials to be provided to shareholders of Bionik USRational; (iib) a statement that such the Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US the Rational Meeting or Rational Consent or, pursuant to Section section 4.7, to attend such Bionik US the Rational Meeting and to exercise personally the Beneficiary Votes thereatat the meeting; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: : (Ai) a proxy to such the Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Rational to exercise such the Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such that Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated hereinin this Article; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Rational Meeting shall will not be earlier than the close of business on the fourth business day second Business Day prior to such the meeting, and of the method for revoking or amending such those instructions. (b) . The materials referred to in this Section 4.3 shall above are to be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely mannerRational. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingRational Meeting or Rational Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall will be determined at the close of business on the record date established by Bionik US Rational or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US the Rational Meeting. Bionik US shall Rational will notify the Trustee of any decision of the board Board of directors Directors of Bionik US Rational with respect to the calling of any Bionik US Rational Meeting and shall will provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US MeetingGold Meeting and US Gold Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Gold utilizes in communications to holders of Bionik shares of US Shares Gold Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Gold to its shareholdersstockholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particulars, to be provided to shareholders of Bionik USUS Gold but excluding proxies to vote shares of US Gold Common Stock; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Gold Meeting or US Gold Consent, as the case may be, or, pursuant and subject to Section 4.7, to attend such Bionik US Gold Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the such holder’s Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik the management of US Gold to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of of: (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Gold Meeting shall not be earlier later than the close of business on the fourth business day Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting, ; and (ii) of the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik USUS Gold, and the materials referred to in Subsection 4.3(a)(iiiSections 4.3(1)(b), Subsection 4.3(a)(v4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and Subsection 4.3(a)(vi4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, Bionik US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik shares of US SharesGold Common Stock. Bionik US Gold agrees not to communicate with holders of Bionik shares of US Shares Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries each Beneficiary as required by this Section 4.3 so long as in each case Bionik US Gold delivers a certificate to the Trustee stating that Bionik US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (c3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingGold Meeting or US Gold Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Gold or by applicable law Law for purposes of determining shareholders entitled to vote at such Bionik US Gold Meeting. Bionik US shall Gold will notify the Trustee of any decision of the board of directors of Bionik US Gold with respect to the calling of any Bionik US Gold Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US Shire Meeting, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Shire utilizes in communications to holders of Bionik US Shire Ordinary Shares or Shire ADSs subject to applicable regulatory requirements the Trustee being advised in writing of that method and provided its ability to provide that such manner method of communications is reasonably available to the Trusteecommunication) to each of the Beneficiaries named in the ListList referred to in Section 4.6, the following materials (such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Shire to its shareholders:shareholders or, if later, promptly after receipt by the Trustee of such materials): (ia) a copy of the notice of such noticeShire Meeting, together with any related materials, including including, without limitation, any circular or information statement or listing particulars, to be provided to shareholders of Bionik USShire; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Shire Meeting or, pursuant to Section 4.7, to attend such Bionik US Shire Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Shire to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as to voting and otherwise as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which which, in the case of a Bionik US Meeting Shire Meeting, shall be not be earlier later than the close of business on the fourth business day Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Shire Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Shire or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Meeting. Bionik US shall notify the Trustee of any decision of the board of directors of Bionik US with respect to the calling of any Bionik US Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.Shire

Mailings to Shareholders. (a1) With respect to each Bionik US MeetingGoldstrike Meeting and Goldstrike Consent, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Goldstrike utilizes in communications to holders of Bionik US Goldstrike Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the TrusteeTrustee and upon the Trustee being advised in writing of such method) to each of the Beneficiaries named in the ListList (referred to in Section 4.6 below), such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Goldstrike to its shareholders: (ia) a copy of such notice, together with any related materials, including including, without limitation, any circular or information statement or listing particulars, to be provided to shareholders of Bionik USGoldstrike; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Goldstrike Meeting or Goldstrike Consent, as the case may be, or, pursuant to Section 4.74.7 in the case of a Goldstrike Meeting, to attend such Bionik US Goldstrike Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Goldstrike to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US any Goldstrike Meeting shall not be earlier later than the close of business on the fourth business day third Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik USGoldstrike, and the materials referred to in Subsection 4.3(a)(iiiSection 4.3(1)(c), Subsection 4.3(a)(vSection 4.3(1)(e) and Subsection 4.3(a)(viSection 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US Goldstrike shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Goldstrike Shares. Bionik US Goldstrike agrees not to communicate with holders of Bionik US Goldstrike Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingGoldstrike Meeting or Goldstrike Consent, the number of Exchangeable Shares owned of record by the Beneficiary Beneficiaries shall be determined at the close of business on the record date established by Bionik US Goldstrike or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingGoldstrike Meeting or to approve such Goldstrike Consent, as the case may be. Bionik US shall Goldstrike will notify the Trustee in writing of any decision of the board Board of directors Directors of Bionik US Goldstrike with respect to the calling of any Bionik US Goldstrike Meeting or requesting any Goldstrike Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US Bowater Meeting, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Bowater utilizes in communications to holders of Bionik US Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the TrusteeBowater Common Shares) to each of the Beneficiaries named in the ListList referred to in section 4.6, such mailing or communication to commence wherever practicable on the same day as the commencement of the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US Bowater to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, materials to be provided to shareholders of Bionik USBowater; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Bowater Meeting or, pursuant to Section section 4.7, to attend such Bionik US Bowater Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Bowater to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes Trustee will not have Voting Rights with respect to which such Beneficiary is entitled will not be exercisedVotes; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Bowater Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method and deadline for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Meeting. Bionik US shall notify the Trustee of any decision of the board of directors of Bionik US with respect to the calling of any Bionik US Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingTMW Meeting and TMW Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US TMW utilizes in communications to holders of Bionik US Shares TMW Common Stock, subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee's ability to provide such method of communication and upon being advised in writing of such method) to each of the Beneficiaries Holders named in the List, such mailing or communication to commence wherever practicable List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US TMW to its shareholdersstockholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of Bionik USTMW; (iib) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Bionik US TMW Meeting or TMW Consent, as the case may be, or, pursuant to Section 4.74.7 hereof, to attend such Bionik US TMW Meeting and to exercise personally the Beneficiary Holder Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally the Beneficiary Holder Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of TMW to exercise such Beneficiary Holder Votes; (ivd) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US TMW Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall above are to be provided by TMW to the Trustee by Bionik USTrustee, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely mannerTrustee. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any Bionik US Meetingsuch TMW Meeting or TMW Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by Bionik US TMW or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Bionik US MeetingTMW Meeting or to give written consent in connection with such TMW Consent. Bionik US shall TMW will notify the Trustee in writing of any decision of the board of directors of Bionik US TMW with respect to the calling of any Bionik US such TMW Meeting or the seeking of any such TMW Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingParent Meeting and Parent Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US the Parent utilizes in communications to holders of Bionik US Shares Parent Common Shares, subject to applicable regulatory requirements the Trustee being advised in writing of such method and provided that such manner its ability to provide this method of communications is reasonably available to the Trusteecommunication) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable List (as hereinafter defined) on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US the Parent to its shareholders: : (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, materials to be provided to shareholders of Bionik US; the Parent; (iib) a statement that such Beneficiary is entitled entitled, subject to the provisions of section 4.7, to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Parent Meeting or Parent Consent, as the case may be, or, pursuant and subject to Section section 4.7, to attend such Bionik US Parent Meeting and to exercise personally the Beneficiary Votes thereat; ; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: : (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the such Beneficiary's Beneficiary Votes; or or (Bii) a proxy to a designated agent or other representative of Bionik US the management of the Parent to exercise such Beneficiary's Beneficiary Votes; ; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; ; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Parent Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall above are to be provided by Parent to the Trustee by Bionik USTrustee, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely mannerTrustee. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining the Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meetingsuch Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingParent Meeting or to give written consent in connection with such Parent Consent. Bionik US shall The Parent will notify the Trustee in writing of any decision of the board Board of directors Directors of Bionik US the Parent with respect to the calling of any Bionik US such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.. 7

Mailings to Shareholders. (a1) With respect to each Bionik US D-Wave Quantum Meeting, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US D-Wave Quantum utilizes in communications to holders of Bionik US Shares D-Wave Quantum Shares, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner of communications and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Beneficiary named in the List, such mailing or communication to commence wherever practicable applicable List on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US D-Wave Quantum to its shareholders: (ia) a copy of such noticemailing, together with any related materials, including including, without limitation, any proxy circular or information statement or listing particulars, to be provided to shareholders of Bionik USD-Wave Quantum; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US D-Wave Quantum Meeting or, pursuant to Section 4.7, to attend such Bionik US D-Wave Quantum Meeting and to exercise personally the Beneficiary Votes thereat, as the proxy of the Trustee; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: give (A) a proxy to such Beneficiary or his, her their or its designee to exercise personally the such holder’s Beneficiary Votes; or , or (B) a proxy to a designated agent or other representative of Bionik US D-Wave Quantum to exercise such holder’s Beneficiary Votes; (ivd) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the such Beneficiary may so use to direct and instruct the Trustee as contemplated herein; and (vif) a statement of (A) the time and date by which such instructions must be received by the Trustee in order for such instructions to be binding upon itthe Trustee, which in the case of a Bionik US D-Wave Quantum Meeting shall not be earlier than the close of business on the fourth business day Business Day immediately prior to the date by which D-Wave Quantum has required proxies to be deposited for such meeting, and (B) of the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik USD-Wave Quantum, and the materials referred to in Subsection 4.3(a)(iiiSections 4.3(1)(b), Subsection 4.3(a)(v4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and Subsection 4.3(a)(vi4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US D-Wave Quantum shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US D-Wave Quantum Shares. Bionik US D-Wave Quantum agrees not to communicate with holders of Bionik US D-Wave Quantum Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may D-Wave Quantum may, at its option option, exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as as, in each case Bionik US case, D-Wave Quantum delivers a certificate to the Trustee stating that Bionik US D-Wave Quantum has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (c3) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US D-Wave Quantum Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US D-Wave Quantum or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US D-Wave Quantum Meeting. Bionik US D-Wave Quantum shall notify the Trustee of any decision of the board of directors of Bionik US D-Wave Quantum with respect to the calling of any Bionik US D-Wave Quantum Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and and, in any event event, in reasonably sufficient time to enable the Trustee to perform its the obligations contemplated by of the Trustee set forth in this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingPure Meeting and Pure Consent, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Pure utilizes in communications to holders of Bionik US Pure Common Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the ListList referred to in Subsection 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Pure to its shareholders: (ia) a copy of such notice, together with any related materials, including including, without limitation, any circular proxy or information statement or listing particularsstatement, to be provided to shareholders of Bionik USPure; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Pure Meeting or Pure Consent or, pursuant to Section Subsection 4.7, to attend such Bionik US Pure Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Pure to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon itit which, which in the case of a Bionik US Meeting Pure Meeting, shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall Subsection 4.4 are to be provided to the Trustee by Bionik US, Pure and the materials referred to in Subsection 4.3(a)(iii4.3(c), Subsection 4.3(a)(v(e) and Subsection 4.3(a)(vi(f) shall (if reasonably practicable to do so) be subject to reasonable comment comments by the Trustee in a timely manner. Subject to the foregoing, Bionik US Pure shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Pure Common Shares. Bionik US Pure agrees not to communicate with holders of Bionik US Pure Common Shares with respect to the materials referred to in this Section Subsection 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingPure Meeting or Pure Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US Pure or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Pure Meeting. Bionik US shall Pure will notify the Trustee of any decision of the board Board of directors Directors of Bionik US Pure with respect to the calling of any Bionik US Pure Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section Subsection 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US RG Meeting, the Trustee shall use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US RG utilizes in communications to holders of Bionik US RG Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US RG to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, to be provided to shareholders of Bionik USRG; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US RG Meeting or, pursuant to Section 4.7, to attend such Bionik US RG Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US RG to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US an RG Meeting shall not be earlier than the close of business on the fourth business day prior to such meeting, and of the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik USRG, and the materials referred to in Subsection 4.3(a)(iiiSection 4.3(1)(c), Subsection 4.3(a)(vSection 4.3(1)(e) and Subsection 4.3(a)(viSection 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US RG shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US RG Shares. Bionik US RG agrees not to communicate with holders of Bionik US RG Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US RG may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US RG delivers a certificate to the Trustee stating that Bionik US RG has undertaken to perform the obligations set forth in this Section 4.3. (c3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US RG Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US RG or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US RG Meeting. Bionik US RG shall notify the Trustee of any decision of the board of directors of Bionik US RG with respect to the calling of any Bionik US RG Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.. 108 Table of Contents

Mailings to Shareholders. (a) With respect to each Bionik US MeetingAcquiror Meeting and Acquiror Consent, the Trustee shall will use its reasonable commercial efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US Acquiror utilizes in communications to holders of Bionik US Acquiror Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US Acquiror to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particularsstatement, to be provided to shareholders of Bionik USAcquiror; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Acquiror Meeting or Acquiror Consent or, pursuant to Section 4.7, to attend such Bionik US Acquiror Meeting and to exercise personally thereat the Beneficiary Votes thereatof such Beneficiary; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of Acquiror to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US an Acquiror Meeting shall not be earlier than the close of business on the fourth business day Business Day immediately prior to the date by which the Corporation has required proxies be deposited for such meeting, and of the method for revoking or amending such instructions. (b) . For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Acquiror Meeting or Acquiror Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Acquiror or by applicable law for purposes of determining shareholders entitled to vote at such Acquiror Meeting or to give written consent in connection with such Acquiror Consent. Acquiror will notify the Trustee of any decision of the Board of Directors of Acquiror with respect to the calling of any Acquiror Meeting or the seeking of any Acquiror Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3. The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik US, Acquiror and the materials referred to in Subsection 4.3(a)(iiiSubsections 4.3(c), Subsection 4.3(a)(v4.3(e) and Subsection 4.3(a)(vi4.3(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US Acquiror shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Acquiror Shares. Bionik US Acquiror agrees not to communicate with holders of Bionik US Acquiror Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US Acquiror may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries each Beneficiary as required by this Section 4.3 so long as in each case Bionik US Acquiror delivers a certificate to the Trustee stating that Bionik US Acquiror has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Meeting. Bionik US shall notify the Trustee of any decision of the board of directors of Bionik US with respect to the calling of any Bionik US Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingShannon Meeting and Shannon Consent, the Trustee shall use its reasonable efforts promptly to mail wilx xxxx or cause to be mailed (or otherwise communicate in the same manner as Bionik US Shannon utilizes in communications to holders of Bionik US Shares Shaxxxx Xxmmon Stock, subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee's abilixx xx xrovide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries Holders named in the List, such mailing or communication to commence wherever practicable List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US Shannon to its shareholdersstockholders: (i) a copy of such noticenoxxxx, together xogether with any related materials, including any circular proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of Bionik USShannon; (ii) a statement that such Beneficiary Holder is entitled to entitxxx xx instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such Bionik US Shannon Meeting or Shannon Consent, as the case may xx, or, pursuant to Section 4.7pursuaxx xx Xection 4(g) hereof, to attend such Bionik US Shannon Meeting and to exercise personally the Beneficiary Holder Votes thereat; (iii) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Aa) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally the Beneficiary Holder Votes; or (Bb) a proxy to a designated agent or other representative of Bionik US the management of Shannon to exercise such Beneficiary Holder Votes; (iv) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (v) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (vi) a statement of (A) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Shannon Meeting shall not be earlier later than the close of business cloxx xx xusiness on the fourth business day Business Day prior to such meeting, and of (B) the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall above are to be provided by Shannon to the Trustee by Bionik USTrustee, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) but shall (if reasonably practicable to do so) be subject to reasonable comment review and xxxxxxt by the Trustee in a timely mannerTrustee. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any Bionik US Meetingsuch Shannon Meeting or Shannon Consent, the number of Exchangeable Shares Exchangexxxx Xxares owned of record ox xxxxxd by the Beneficiary Holder shall be determined at the close of business on the record date established by Bionik US Shannon or by applicable law for purposes of determining shareholders stockholdexx entitled to vote at such Bionik US MeetingShannon Meeting or to give written consent in connection wxxx xxxh Shannon Consent. Bionik US shall Shannon will notify the Trustee of any in writinx xx xxy decision of the xx xxx board of directors of Bionik US Shannon with respect to the calling of any Bionik US Meeting and shall such Shannon Mexxxxx xr the seeking of any such Shannon Consent xxx xxall provide all necessary information and materials xxx xaterials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.34(c).

Mailings to Shareholders. (a) With respect to each Bionik US MeetingPureRay U.S. Meeting and PureRay U.S. Consent, the Trustee shall use its reasonable efforts promptly to PureRay U.S. will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US PureRay U.S. utilizes in communications to holders of Bionik US Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available PureRay U.S. Common Shares) to the Trustee) to Trustee and each of the Beneficiaries named in the ListList referred to in section 4.6, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US PureRay U.S. to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, materials to be provided to shareholders of Bionik USPureRay U.S.; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US PureRay U.S. Meeting or PureRay U.S. Consent or, pursuant to Section section 4.7, to attend such Bionik US PureRay U.S. Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of PureRay U.S. to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US PureRay U.S. Meeting shall not be earlier than the close of business on the fourth business day prior to second Business Day before such meeting, and of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US MeetingPureRay U.S. Meeting or PureRay U.S. Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US PureRay U.S. or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Meeting. Bionik US shall notify the Trustee of any decision of the board of directors of Bionik US with respect to the calling of any Bionik US Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.PureRay U.S.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingParent Meeting and Parent Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US the Parent utilizes in communications to holders of Bionik US Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the TrusteeParent Common Shares) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US the Parent to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular or information statement or listing particulars, materials to be provided to shareholders of Bionik USthe Parent; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US Parent Meeting or Parent Consent, as the case may be, or, pursuant to Section section 4.7, to attend such Bionik US Parent Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its his designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of the Parent to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Parent Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b) The materials referred to in this Section 4.3 shall be provided to the Trustee by Bionik US, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining the Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meetingsuch Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US the Parent or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US MeetingParent Meeting or to give written consent in connection with such Parent Consent. Bionik US shall The Parent will notify the Trustee of any decision of the board Board of directors Directors of Bionik US the Parent with respect to the calling of any Bionik US such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US AMVESCAP Meeting, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US AMVESCAP utilizes in communications to holders of Bionik US AMVESCAP Ordinary Shares subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US AMVESCAP to its shareholders: (ia) a copy of such notice, together with any related materials, including including, without limitation, any circular or information statement or listing particulars, to be provided to shareholders of Bionik USAMVESCAP; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US AMVESCAP Meeting or, pursuant to Section 4.7, to attend such Bionik US AMVESCAP Meeting and to exercise personally the Beneficiary Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US AMVESCAP to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US an AMVESCAP Meeting shall not be earlier than the close of business on the fourth business day Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b2) The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik USAMVESCAP, and the materials referred to in Subsection 4.3(a)(iiiSection 4.3(1)(c), Subsection 4.3(a)(vSection 4.3(1)(e) and Subsection 4.3(a)(viSection 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US AMVESCAP shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US AMVESCAP Ordinary Shares. Bionik US AMVESCAP agrees not to communicate with holders of Bionik US AMVESCAP Ordinary Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US AMVESCAP Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US AMVESCAP or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US AMVESCAP Meeting. Bionik US shall AMVESCAP will notify the Trustee of any decision of the board of directors of Bionik US AMVESCAP with respect to the calling of any Bionik US AMVESCAP Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a1) With respect to each Bionik US MeetingFCE Meeting and FCE Consent, the Trustee shall will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US FCE utilizes in communications to holders of Bionik US Shares FCE Common Stock subject to applicable regulatory requirements and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Bionik US FCE to its shareholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particularsstatement, to be provided to shareholders of Bionik USFCE; (iib) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Bionik US FCE Meeting or FCE Consent or, pursuant to Section 4.7, to attend such Bionik US FCE Meeting and to exercise personally thereat the Beneficiary Votes thereatof such Beneficiary; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her or its designee to exercise personally the Beneficiary Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of FCE to exercise such Beneficiary Votes; (ivd) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US FCE Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of the method for revoking or amending such instructions. (b2) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any FCE Meeting or FCE Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by FCE or by applicable law for purposes of determining shareholders entitled to vote at such FCE Meeting or to give written consent in connection with such FCE Consent. FCE will notify the Trustee of any decision of the Board of Directors of FCE with respect to the calling of any FCE Meeting or the seeking of any FCE Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3. (3) The materials referred to in this Section 4.3 shall are to be provided to the Trustee by Bionik US, FCE and the materials referred to in Subsection 4.3(a)(iiiSection 4.3(1) (b), Subsection 4.3(a)(v(c), (d), (e) and Subsection 4.3(a)(vi(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Bionik US FCE shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US SharesFCE Common Stock. Bionik US FCE agrees not to communicate with holders of Bionik US Shares FCE Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US FCE may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries each Beneficiary as required by this Section 4.3 so long as in each case Bionik US FCE delivers a certificate to the Trustee stating that Bionik US FCE has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Bionik US Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Bionik US or by applicable law for purposes of determining shareholders entitled to vote at such Bionik US Meeting. Bionik US shall notify the Trustee of any decision of the board of directors of Bionik US with respect to the calling of any Bionik US Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (a) With respect to each Bionik US MeetingParent Meeting and Parent Consent, the Trustee shall use its reasonable efforts promptly to will mail or cause to be mailed (or otherwise communicate in the same manner as Bionik US that the Parent utilizes in communications to holders of Bionik US Shares Parent Common Stock, subject to applicable regulatory requirements the Trustee being advised in writing of such method and provided that such manner its ability to provide this method of communications is reasonably available to the Trusteecommunication) to each of the Beneficiaries Non-Affiliated Holders named in the List, such mailing or communication to commence wherever practicable List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by Bionik US the Parent to its shareholdersstockholders: (ia) a copy of such notice, together with any related materials, including any circular proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of Bionik USthe Parent; (iib) a statement that such Beneficiary Non-Affiliated Holder is entitled entitled, subject to the provisions of Section 4.7 hereof, to instruct the Trustee as to the exercise of the Beneficiary Non-Affiliated Holder Votes with respect to such Bionik US Parent Meeting or Parent Consent, as the case may be, or, pursuant and subject to Section 4.7, 4.7 hereof to attend such Bionik US Parent Meeting and to exercise personally the Beneficiary Non-Affiliated Holder Votes thereat; (iiic) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (Ai) a proxy to such Beneficiary or his, her Non-Affiliated Holder or its designee to exercise personally the Beneficiary such holder's Non-Affiliated Holder Votes; or (Bii) a proxy to a designated agent or other representative of Bionik US the management of the Parent to exercise such Beneficiary Non-Affiliated Holder Votes; (ivd) a statement that if no such instructions are received from the BeneficiaryNon-Affiliated Holder, the Beneficiary Non-Affiliated Holder Votes to which such Beneficiary Non-Affiliated Holder is entitled will not be exercised; (ve) a form of direction whereby the Beneficiary Non-Affiliated Holder may so direct and instruct the Trustee as contemplated herein; and (vif) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Bionik US Parent Meeting shall not be earlier than the close of business on the fourth business day second Business Day prior to such meeting, and of (ii) the method for revoking or amending such instructions. (b) . The materials referred to in this Section 4.3 shall above are to be provided by the Parent to the Trustee by Bionik USTrustee, and the materials referred to in Subsection 4.3(a)(iii), Subsection 4.3(a)(v) and Subsection 4.3(a)(vi) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely mannerTrustee. Subject to the foregoing, Bionik US shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Bionik US Shares. Bionik US agrees not to communicate with holders of Bionik US Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, Bionik US may at its option exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as in each case Bionik US delivers a certificate to the Trustee stating that Bionik US has undertaken to perform the obligations set forth in this Section 4.3. (c) For the purpose of determining Beneficiary Non-Affiliated Holder Votes to which a Beneficiary Non-Affiliated Holder is entitled in respect of any Bionik US Meetingsuch Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary Non-Affiliated Holder shall be determined at the close of business on the record date established by Bionik US the Parent or by applicable law for purposes of determining shareholders stockholders entitled to vote at such Bionik US MeetingParent Meeting or to give written consent in connection with such Parent Consent. Bionik US shall The Parent will notify the Trustee in writing of any decision of the board Parent Board of directors of Bionik US Directors with respect to the calling of any Bionik US such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.