Execution Version PROFOUND MEDICAL CORP. 2,950,000 Common Shares

PROFOUND MEDICAL CORP.

2,950,000 Common Shares

UNDERWRITING AGREEMENT

COWEN AND COMPANY, LLC

As representative of the several underwriters

599 Lexington Avenue

New York, New York 10022

Ladies and Gentlemen:

Profound Medical Corp.,

a corporation organized under the laws of the Province of Ontario, Canada (the "Company"), confirms its agreement

with Cowen and Company, LLC ("Cowen") and each of the other Underwriters named in Schedule A hereto (collectively,

the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section

10 hereof), for whom Cowen is acting as representative (in such capacity, the "Representative"), with respect

to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers

of common shares in the capital of the Company ("Common Shares") set forth in Schedule A hereto and (ii)

the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof

to purchase all or any part of 442,500 additional Common Shares. The aforesaid 2,950,000 Common Shares (the "Initial Securities")

to be purchased by the Underwriters and all or any part of the 442,500 Common Shares subject to the option described in Section

2(b) hereof (the "Option Securities") are herein called, collectively, the "Securities."

filed a final short form base shelf prospectus (such final short form base shelf prospectus together with all documents

incorporated therein by reference, is hereinafter referred to as the "Canadian Base Prospectus"), dated

October 17, 2019, qualifying the distribution of up to U.S.$100,000,000 aggregate principal amount of common shares, warrants

and units of the Company (collectively, the "Shelf Securities") with the Ontario Securities Commission

(the "Reviewing Authority") and the other Canadian Qualifying Authorities (as defined herein); the

Reviewing Authority has issued a receipt under National Policy 11-202 - Process for Prospectus Reviews in Multiple

Jurisdictions (a "Receipt") in respect of the Canadian Base Prospectus. The Company is qualified to

distribute the Shelf Securities in each of the provinces of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, New

Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (collectively, the "Qualifying

Provinces") under the Canadian Base Prospectus pursuant to Canadian Securities Laws, including the rules and

procedures established pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and National

Instrument 44-102 - Shelf Distributions (together, the "Canadian Shelf Procedures"). The

Canadian preliminary prospectus supplement relating to the offering of the Securities, which excludes certain pricing

information and other final terms of the Securities and which has been filed with the Reviewing Authority in accordance with

the Canadian Shelf Procedures and the other Canadian Securities Laws on January 21, 2020, together with the Canadian Base

Prospectus, including all documents incorporated therein by reference, is hereinafter referred to as the "Canadian

Preliminary Prospectus"; and the Canadian final prospectus supplement relating to the offering of the Securities,

which includes the pricing and other information omitted from the Canadian Preliminary Prospectus, to be dated the date

hereof and filed with the Reviewing Authority in accordance with the Canadian Shelf Procedures, together with the Canadian

Base Prospectus, including all documents incorporated therein by reference, is hereinafter referred to as the

"Canadian Final Prospectus."

The Company meets the

general eligibility requirements for use of Form F-10 under the U.S. Securities Act of 1933, as amended, and the rules and regulations

of the U.S. Securities and Exchange Commission (the "Commission") thereunder (collectively, the "Securities

Act") for the purposes of the offering of Securities. The Company has filed with the Commission a registration statement

on Form F-10 (No. 333-233997) in respect of the Shelf Securities and has filed an appointment of agent for service of process upon

the Company on Form F-X (the "Form F-X") with the Commission in conjunction with the filing of such registration

statement (such registration statement, including the Canadian Base Prospectus with such deletions therefrom and additions thereto

as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission and including the exhibits

to such registration statement and all documents incorporated by reference in the prospectus contained therein, are hereinafter

referred to as the "Registration Statement"); the base prospectus relating to the Shelf Securities contained

in the Registration Statement at the time the registration statement became effective, including all documents incorporated therein

by reference, is hereinafter referred to as the "U.S. Base Prospectus"; the U.S. preliminary prospectus supplement

relating to the offering of the Securities filed with the Commission pursuant to General Instruction II.L of Form F-10 under the

Securities Act on January 21, 2020, including all documents incorporated therein by reference, together with the U.S. Base Prospectus

(which consists of the Canadian Base Prospectus with such deletions therefrom and additions thereto as are permitted or required

by Form F-10 and the applicable rules and regulations of the Commission), is hereinafter referred to as the "U.S. Preliminary

Prospectus"; and the final prospectus relating to the offering of the Securities in the form first furnished to the Underwriters

for use in connection with the offering of Securities, including all documents incorporated therein by reference, together with

the U.S. Base Prospectus (which consists of the Canadian Base Prospectus with such deletions therefrom and additions thereto as

are permitted or required by Form F-10 and the applicable rules and regulations of the Commission), is hereinafter referred to

as the "U.S. Prospectus".

As used herein, "Base

Prospectus" shall mean, collectively, the Canadian Base Prospectus and the U.S. Base Prospectus, "Preliminary

Prospectus" shall mean, collectively, the Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus; and "Final

Prospectus" shall mean, collectively, the Canadian Final Prospectus and the U.S. Final Prospectus. Any reference in this

Agreement to the Registration Statement, the Base Prospectus, the Preliminary Prospectus or the Final Prospectus shall be deemed

to refer to and include the documents incorporated by reference therein as of the date hereof. The terms "supplement,"

"amendment," and "amend" as used herein with respect to the Registration Statement, the Base

Prospectus, the General Disclosure Package (as defined below), the Preliminary Prospectus or the Final Prospectus shall include

all documents subsequently filed or furnished by the Company with or to the Canadian Qualifying Authorities (as defined below)

and the Commission pursuant to the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the

"Exchange Act"), that are deemed to be incorporated by reference therein.

As used in this Agreement:

Time" means 8:30 A.M. New York City time, on January 22, 2020 or such other time as agreed by the Company and the Representative.

available road show" means a "bona fide electronic road show" as defined in Rule 433(h)(5) under the Securities

Act that has been made available without restriction to any person.

Securities Laws" means all applicable securities laws in each of the provinces of the Qualifying Provinces and the respective

rules, regulations, instruments, blanket orders and blanket rulings under such laws together with applicable published policies,

policy statements and notices of the applicable securities commission or securities regulatory authority in each such jurisdiction.

Disclosure Package" means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the

most recent preliminary prospectus that is distributed to investors prior to the Applicable Time and the information included on

Schedule B-1 hereto, all considered together.

Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433 of the Securities

Act ("Rule 433"), including without limitation any "free writing prospectus" (as defined in Rule

405 of the Securities Act ("Rule 405")) relating to the Securities that is (i) required to be filed with the

Commission by the Company, (ii) a "road show that is a written communication" within the meaning of Rule 433(d)(8)(i),

whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i)

because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the

form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's

records pursuant to Rule 433(g).

General Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is intended for general distribution

to prospective investors, as evidenced by its being specified in Schedule B-2 hereto.

Limited Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is not an Issuer General Use Free

Authority" means the FDA (as defined below), Health Canada or any other Governmental Entity (as defined below) regulating

or otherwise exercising authority with respect to the development, testing, clinical investigation, manufacture, commercial distribution,

sale, import, export, or marketing of medical products.

Representations and Warranties.

Sale and Delivery to Underwriters; Closing.

Covenants of the Company.

The Company covenants