Execution Version PROFOUND MEDICAL CORP. 4,666,700 Common Shares

PROFOUND MEDICAL CORP.

4,666,700 Common Shares

UNDERWRITING AGREEMENT

Lake Street Capital Markets, LLC

As representatives of the several underwriters

40 King St. W., 54th Floor

Toronto, Ontario M5H 3Y2

c/o Lake Street Capital Markets, LLC

920 Second Avenue South,

Suite 700, Minneapolis, MN 55402

Ladies and Gentlemen:

Profound Medical Corp., a

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

Raymond James Ltd. ("Raymond James"), Lake Street Capital Markets, LLC 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 Raymond James and Lake Street Capital Markets, LLC are acting as representatives

(in such capacity, the "Representatives"), 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 700,005 additional Common Shares.

The aforesaid 4,666,700 Common Shares (the "Initial Securities") to be purchased by the Underwriters and all or any

part of the 700,005 Common Shares subject to the option described in Section 2(b) hereof (the "Option Securities")

are herein called, collectively, the "Securities."

The Company has 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 July 10, 2024, qualifying the distribution

of up to U.S.$150,000,000 aggregate principal amount of common shares, warrants, debt securities, subscription receipts, 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 (the "Receipt")

in respect of the Canadian Base Prospectus. The Company is qualified to distribute the Shelf Securities in each of the provinces and territories

of Canada (the "Canadian Qualifying Jurisdictions") 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 ("NI 44-101") and National Instrument 44-102 - Shelf Distributions ( "NI 44-102"

and together, the "Canadian Shelf Procedures") and the decision of the Autorit s des march s financiers

dated June 6, 2024. 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 December 5, 2024, 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. 333-280236) 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 December 5,

2024, 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 U.S. prospectus supplement 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. Final

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 of the Commission thereunder (the "Exchange Act"), that

are deemed to be incorporated by reference therein.

As used in this Agreement:

Time" means 9:00 A.M. New York City time, on December 6, 2024 or such other time as agreed by the Company and the

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 Canadian Qualifying Jurisdictions 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 the U.S. Preliminary Prospectus with the pricing information identified on Schedule B-1 hereto and

any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time identified on Schedule B-2 hereto, all considered

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

Act ("Rule 433"), including without limitation any "free writing prospectus" (as defined in Rule 405

under 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

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 Writing

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, packaging, labeling, storage,

commercial distribution, sale, import, export, promotion, or marketing of medical products, including medical devices.

Representations and Warranties.

The representations and warranties

in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General

Disclosure Package or the Final Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance