Exhibit
4.8


 


PROFOUND
MEDICAL CORP.


 


- and -


 


TSX TRUST
COMPANY


 


COMMON SHARE
PURCHASE WARRANT INDENTURE


 


Providing for the Issue of

up to 5,750,000 Common Share Purchase Warrants


 


September 20, 2017


 




     

     


    

 


Table
of Contents


 


Page


 


	Article 1 INTERPRETATION	2
	 	 	 
	1.1	Definitions	2
	1.2	Words Importing the Singular	6
	1.3	Interpretation not Affected by Headings	6
	1.4	Day not a Business Day	7
	1.5	Time of the Essence	7
	1.6	Governing Law	7
	1.7	Meaning of “outstanding” for Certain Purposes	7
	1.8	Currency	7
	1.9	Termination	7
	 	 	 
	Article 2 ISSUE OF WARRANTS	7
	 	 	 
	2.1	Issue of Warrants	7
	2.2	Form and Terms of Warrants	8
	2.3	Signing of Warrant Certificates	9
	2.4	Authentication or Certification by the Warrant Agent	9
	2.5	Warrantholder not a Shareholder, etc.	10
	2.6	Issue in Substitution for Lost Warrant Certificates	10
	2.7	Warrants to Rank Pari Passu	10
	2.8	Registration and Transfer of Warrants	10
	2.9	Registers Open for Inspection	12
	2.10	Exchange of Warrant Certificates	12
	2.11	Ownership of Warrants	12
	2.12	Book-Based System Warrants	13
	2.13	Adjustment of Exchange Basis	14
	2.14	Rules Regarding Calculation of Adjustment of Exchange Basis	18
	2.15	Postponement of Subscription	20
	2.16	Notice of Adjustment	20
	2.17	No Action after Notice	20
	2.18	Optional Purchases by the Company	21
	2.19	Protection of Warrant Agent	21
	2.20	U.S. Legend on Warrant Certificates and Warrant Share certificates	21
	 	 	 
	Article 3 EXERCISE OF WARRANTS	23
	 	 	 
	3.1	Method of Exercise of Warrants	23
	3.2	No Fractional Warrant Shares	24
	3.3	Effect of Exercise of Warrants	25
	3.4	Cancellation of Warrants	25
	3.5	Subscription for less than Entitlement	25
	3.6	Expiration of Warrant	26
	3.7	Prohibition on Exercise by U.S. Persons; Exception	26


 




    		- i -	 



     


    

 


Table
of Contents


(continued)


 


Page


 


	Article 4 COVENANTS	27
	 	 	 
	4.1	General Covenants of the Company	27
	4.2	Securities Qualification Requirements	28
	4.3	Warrant Agent’s Remuneration and Expenses	28
	4.4	Performance of Covenants by Warrant Agent	28
	 	 	 
	Article 5 ENFORCEMENT	29
	 	 	 
	5.1	Suits by Warrantholders	29
	5.2	Limitation of Liability	29
	 	 	 
	Article 6 MEETINGS OF WARRANTHOLDERS	29
	 	 	 
	6.1	Right to Convene Meetings	29
	6.2	Notice	29
	6.3	Chairman	30
	6.4	Quorum	30
	6.5	Power to Adjourn	30
	6.6	Show of Hands	30
	6.7	Poll and Voting	31
	6.8	Regulations	31
	6.9	Company, Warrant Agent and Counsel may be Represented	32
	6.10	Powers Exercisable by Extraordinary Resolution	32
	6.11	Meaning of “Extraordinary Resolution”	33
	6.12	Powers Cumulative	33
	6.13	Minutes	34
	6.14	Instruments in Writing	34
	6.15	Binding Effect of Resolutions	34
	6.16	Holdings by the Company or Subsidiaries of the Company Disregarded	34
	 	 	 
	Article 7 SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES	35
	 	 	 
	7.1	Provision for Supplemental Indentures for Certain Purposes	35
	7.2	Successor Companies	36
	 	 	 
	Article 8 CONCERNING THE WARRANT AGENT	36
	 	 	 
	8.1	Indenture Legislation	36
	8.2	Rights and Duties of Warrant Agent	36
	8.3	Evidence, Experts and Advisers	37
	8.4	Securities, Documents and Monies Held by Warrant Agent	39
	8.5	Actions by Warrant Agent to Protect Interests	39
	8.6	Warrant Agent not Required to Give Security	39
	8.7	Protection of Warrant Agent	39
	8.8	Replacement of Warrant Agent	41
	8.9	Conflict of Interest	42
	8.10	Acceptance of Duties and Obligations	42
	8.11	Warrant Agent not to be Appointed Receiver	42
	8.12	Authorization to Carry on Business	42


 




    		- ii -	 



     


    

 


Table
of Contents


(continued)


 


Page


 


	Article 9 GENERAL	42
	 	 	 
	9.1	Notice to the Company and the Warrant Agent	42
	9.2	Notice to the Warrantholders	44
	9.3	Privacy	44
	9.4	Third Party Interests	45
	9.5	Discretion of Directors	45
	9.6	Satisfaction and Discharge of Indenture	45
	9.7	Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders	45
	9.8	Indenture to Prevail	45
	9.9	Assignment	46
	9.10	Counterparts and Formal Date	46
	 	 	 
	Schedule A FORM OF WARRANT CERTIFICATE	A-1
	 	 	 
	Schedule B FORM OF DECLARATION FOR REMOVAL OF LEGEND	B-1


 




    		- iii -	 



     


    

 


THIS WARRANT INDENTURE
dated as of September 20, 2017


 


BETWEN:


 


PROFOUND MEDICAL CORP.

a corporation incorporated under the laws of Ontario


 


(hereinafter called the “Company”)


 


AND


 


TSX TRUST COMPANY

a trust company continued under the laws of Canada and registered to carry on business in the Province of Ontario


 


(hereinafter called the “Warrant
Agent”)


 


RECITALS


 


WHEREAS:


 


		A.	In connection with a public offering in Canada (and concurrent private offering in the United States)
by the Company of up to an aggregate of 11,500,000 Units (the “Offering”), the Company proposes to issue up
to 5,750,000 Warrants;



 


		B.	Each whole Warrant entitles the holder thereof to purchase, subject to adjustment in certain events,
one Warrant Share at a price of $1.40 at any time prior to 5:00 p.m. (Toronto time) on September 20, 2020, subject to earlier
expiry in accordance with this Indenture;



 


		C.	For such purpose the Company deems it necessary to create and issue Warrants and Warrant Certificates
to be constituted and issued in the manner hereinafter set forth;



 


		D.	The Company is duly authorized to create and issue the Warrants to be issued as herein provided;



 


		E.	All things necessary have been done and performed to make the Warrants, when Authenticated or certified
by the Warrant Agent and issued as provided in this Indenture, legal, valid and binding upon and obligations of the Company that
are entitled to the benefits of and subject to the terms of this Indenture;



 


		F.	The foregoing recitals are made as statements of fact by the Company and not by the Warrant Agent;



 


		G.	The Warrant Agent has agreed to enter into this Indenture and to hold all rights, interests and
benefits contained herein for and on behalf of those persons who become holders of Warrants issued pursuant to this Indenture from
time to time;



 




     

     


    

 


NOW THEREFORE THIS
INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which
are hereby acknowledged, it is hereby agreed and declared as follows:


 


Article 1

INTERPRETATION


 


		1.1	Definitions



 


In this Indenture, unless
there is something in the subject matter or context inconsistent therewith:


 


“Accredited Investor”
means an “accredited investor” as defined in Rule 501(a) of Regulation D;


 


“Acceleration Notice”
has the meaning ascribed to that term in subsection 2.2(3);


 


“Applicable Legislation”
means the provisions of the statutes of Canada and its provinces and the regulations under those statutes relating to warrant indentures
and/or the rights, duties or obligations of issuers and warrant agents under warrant indentures as are from time to time in force
and applicable to this Indenture;


 


“Authenticated” means
with respect to the issuance of an Uncertificated Warrant, one in respect of which the Warrant Agent has completed all Internal
Procedures such that the particulars of such Uncertificated Warrant are entered in the register of Warrantholders, and “Authenticate”,
 “Authenticating” and “Authentication” have the appropriate correlative meanings;


 


“Beneficial Owner” means
a person that has a beneficial interest in a Warrant;


 


“Book-Based System”
means the book-based securities system administered by CDS in accordance with its operating rules and procedures in force from
time to time;


 


“Business Day” means
a day that is not a Saturday, Sunday, or a day on which banks are closed or which is a civic or statutory holiday in the City of
Toronto, Ontario;


 


“Capital Reorganization”
has the meaning ascribed to that term in subsection 2.13(4);


 


“CDS” means CDS Clearing
and Depository Services Inc. and its successors in interest;


 


“CDS Participant” means
a person recognized by CDS as a participant;


 


“Closing Date” means
September 20, 2017;


 


“Common Shares” means
the common shares in the capital of the Company;


 


“Common Share Reorganization”
has the meaning ascribed to that term in subsection 2.13(1);


 


“Company” means Profound
Medical Corp., a corporation incorporated under the laws of Ontario, and its lawful successors from time to time;


 




    	 	- 2 -	 



     


    

 


“Company’s Auditors”
means the chartered (professional) accountant or firm of chartered (professional) accountants duly appointed as auditor or auditors
of the Company from time to time;


 


“Confirmation” means
that CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants in a manner acceptable to the Warrant
Agent, including by electronic means through the Book-Based System;


 


“counsel” means a barrister
and solicitor or lawyer or a firm of barristers and solicitors or lawyers (who may be counsel to the Company), in both cases acceptable
to the Warrant Agent;


 


“Current Market Price”
means, at any date, the volume weighted average price per share at which the Common Shares have traded:


 


		(i)	on the TSXV;



 


		(ii)	if the Common Shares are not listed on the TSXV, on any stock exchange upon which the Common Shares
are listed as may be selected for this purpose by the board of directors of the Company, acting reasonably; or



 


		(iii)	if the Common Shares are not listed on any stock exchange, on any over-the-counter market on which
the Common Shares are trading, as may be selected for this purpose by the board of directors of the Company, acting reasonably;



 


during the 10 consecutive trading
days (on each of which at least 100 Common Shares are traded in board lots) ending the third trading day before such date
and the weighted average price shall be determined by dividing the aggregate sale price of all Common Shares sold in board lots
on the exchange or market, as the case may be, during the 10 consecutive trading days by the number of Common Shares sold
or, if not traded on any recognized exchange or market, as determined by the directors of the Company, acting reasonably;


 


“director” means a member
of the board of directors of the Company for the time being, and unless otherwise specified herein, reference to “action
by the board of directors” means action by the board of directors of the Company as a board or, whenever duly empowered,
action by a committee of the board;


 


“Exchange Basis” means,
at any time, the number of Warrant Shares or other classes of shares or securities which a Warrantholder is entitled to receive
upon the exercise of the rights attached to the Warrants pursuant to the terms of this Indenture, as the number may be adjusted
pursuant to Section 2.13 hereof, such number being equal to one Warrant Share per Warrant as of the date hereof;


 


“Exercise Date” with
respect to any Warrant means the date on which such Warrant is duly surrendered for exercise in accordance with the provisions
of Article 3 hereof;


 


“Exercise Price” means
$1.40 for each Warrant Share, subject to adjustment in accordance with the provisions of this Indenture;


 




    	 	- 3 -	 



     


    

 


“extraordinary resolution”
has the meaning ascribed to that term in sections 6.11 and 6.14;


 


“Internal Procedures”
means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register
at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the
Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the
operating procedures followed at the time by the Warrant Agent;


 


“NCI” has the meaning
ascribed to that term in subsection 2.12(1);


 


“Offering” the public
offering in Canada (and concurrent private offering in the United States) by the Company of up to an aggregate of 11,500,000 Units;


 


“person” means an individual,
a corporation, a partnership, a syndicate, a trustee or any unincorporated organization and words importing persons that are intended
to have a similarly extended meaning;


 


“Purchaser” means a
purchaser of Units;


 


“Qualified Institutional Buyer”
means a “qualified institutional buyer” within the meaning of Rule 144A;


 


“QIB Letter” means a
representation letter signed by Qualified Institutional Buyer(s) in connection with the Offering;


 


“Regulation D”
means Regulation D as promulgated under the U.S. Securities Act;


 


“Regulation S”
means Regulation S as promulgated under the U.S. Securities Act;


 


“Rights Offering” has
the meaning ascribed to that term in subsection 2.13(2);


 


“Rights Offering Price”
has the meaning ascribed to that term in subsection 2.14(8);


 


“Rule 144A” means
Rule 144A as promulgated under the U.S. Securities Act;


 


“Securities Laws” means,
collectively, the applicable securities laws of each of the provinces of Canada, the United States and each of the states of the
United States, as applicable, and the respective regulations made and forms prescribed thereunder together with all applicable
published rules, policy statements, notices and blanket orders and rulings of the securities commissions or similar regulatory
authorities in each of the provinces of Canada;


 


“shareholder” means
an owner of record of one or more Common Shares or shares of any other class or series of the Company;


 


“Special Distribution”
has the meaning ascribed to that term in subsection 2.13(3);


 


“Subsidiary” means a
corporation, a majority of the outstanding voting shares of which are owned, directly or indirectly, by the Company or by one or
more subsidiaries of the Company and, as used in this definition, “voting shares” means shares of a class or
classes ordinarily entitled to vote for the election of the majority of the directors of a corporation irrespective of whether
or not shares of any other class or classes shall have or might have the right to vote for directors by reason of the happening
of any contingency;


 




    	 	- 4 -	 



     


    

 


“successor company”
has the meaning ascribed to that term in section 7.2;


 


“this Indenture”, “herein”,
 “hereby” and similar expressions mean or refer to this common share purchase warrant indenture and any indenture,
deed or instrument supplemental or ancillary hereto; and the expressions “Article”, “section”,
 “subsection” or “paragraph” followed by a number or letter mean and refer to the specified
Article, section, subsection or paragraph of this Indenture;


 


“Time of Expiry” means
5:00 p.m. (Toronto time) on September 20, 2020, unless the term of the Warrants shall be accelerated as provided for in subsection
2.2(3), in which case the Time of Expiry shall be the earlier of (i) 5:00 p.m. (Toronto time) on the date that is 20 days following
delivery of the Acceleration Notice and (ii) 5:00 p.m. (Toronto time) on September 20, 2020;


 


“trading day” means
a day on which the TSXV (or such other exchange on which the Common Shares are listed and which forms the primary trading market
for such shares) is open for trading, and if the Common Shares are not listed on a stock exchange, a day on which an over-the-counter
market where such shares are traded is open for business;


 


“transaction instruction”
means a written order signed by the holder or CDS, entitled to request that one or more actions be taken, or such other form as
may be reasonably acceptable to the Warrant Agent, requesting one or more such actions to be taken in respect of an Uncertificated
Warrant;


 


“Transfer Agent” means
the transfer agent or agents for the time being for the Common Shares;


 


“TSXV” means the TSX
Venture Exchange;


 


“U.S. Person” means
a U.S. person as that term is defined in Regulation S;


 


“U.S. Securities Act”
means the United States Securities Act of 1933, as amended;


 


“U.S. Subscription Agreement”
means a subscription agreement for Units in the Offering signed by an Accredited Investor;


 


“Uncertificated Warrant”
means any Warrant which is issued under the Book-Based System;


 


“Unit Share” means a
Common Share comprising part of each Unit;


 


“United States” means
the United States as that term is defined in Regulation S;


 


“Units” means the units
of the Company, each Unit being comprised of one Unit Share and one-half of one Warrant;


 




    	 	- 5 -	 



     


    

 


“Warrant Agent” means
TSX Trust Company, a trust company existing under the laws of Canada, or any lawful successor thereto including through the operation
of section 8.8;


 


“Warrant Certificates”
means the certificates representing Warrants substantially in the form attached as Schedule A hereto or such other form as may
be approved by the Company and the Warrant Agent;


 


“Warrant Shares” means
the Common Shares or other securities or property issuable upon the exercise of the Warrants as a result of any adjustment to the
subscription rights pursuant to Section 2.13 hereof;


 


“Warrantholders” or
 “holders” means the persons whose names are entered for the time being in the register maintained pursuant to
section 2.8;


 


“Warrantholders’ Request”
means an instrument, signed in one or more counterparts by Warrantholders representing, in the aggregate, at least 25% of the aggregate
number of Warrants then outstanding, which requests the Warrant Agent to take some action or proceeding specified therein;


 


“Warrants” means the
common share purchase warrants of the Company issued and Authenticated hereunder as Uncertificated Warrants or to be issued and
countersigned in the form of Warrant Certificates, in either case, entitling the holders thereof to purchase Warrant Shares on
the basis of one Warrant Share for each whole Warrant upon payment of the Exercise Price at any time prior to the Time of Expiry;
provided that in each case the number and/or class of shares or securities receivable on the exercise of the Warrants may be subject
to increase or decrease or change in accordance with the terms and provisions hereof; and


 


“written direction of the Company”,
 “written request of the Company”, “written consent of the Company” and “certificate
of the Company” and any other document required to be signed by the Company, means, respectively, a written direction,
request, consent, certificate or other document signed in the name of the Company by any executive officer or director and may
consist of one or more instruments so executed.


 


		1.2	Words Importing the Singular



 


Unless elsewhere otherwise
expressly provided, or unless the context otherwise requires, words importing the singular include the plural and vice versa
and words importing the masculine gender include the feminine and neuter genders.


 


		1.3	Interpretation not Affected by Headings



 


The division of this
Indenture into Articles, sections, subsections and paragraphs, the provision of a table of contents and the insertion of headings
are for convenience of reference only and shall not affect the construction or interpretation of this Indenture.


 




    	 	- 6 -	 



     


    

 


		1.4	Day not a Business Day



 


If any day on or before
which any action is required or permitted to be taken hereunder is not a Business Day, then such action shall be required or permitted
to be taken on or before the requisite time on the next succeeding day that is a Business Day.


 


		1.5	Time of the Essence



 


Time shall be of the
essence in all respects of this Indenture and the Warrants issued hereunder.


 


		1.6	Governing Law



 


This Indenture and the
Warrants issued hereunder shall be construed and enforced in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable therein and shall be treated in all respects as Ontario contracts.


 


		1.7	Meaning of “outstanding” for Certain Purposes



 


Every Warrant Authenticated
or certified by the Warrant Agent hereunder shall be deemed to be outstanding until it shall be cancelled or delivered to the Warrant
Agent for cancellation, exercised pursuant to section 3.1 or until the Time of Expiry; provided that where a new Warrant Certificate
has been issued pursuant to section 2.6 hereof to replace one which is lost, mutilated, stolen or destroyed, the Warrants
represented by only one of such Warrant Certificates shall be counted for the purpose of determining the aggregate number of Warrants
outstanding.


 


		1.8	Currency



 


Unless otherwise stated,
all dollar amounts referred to in this Indenture are in Canadian dollars.


 


		1.9	Termination



 


This Indenture shall
continue in full force and effect until the earlier of: (a) the Time of Expiry; and (b) the date that no Warrants are outstanding
hereunder; provided that this Indenture shall continue in effect thereafter, if applicable, until the Company and the Warrant Agent
have fulfilled all of their respective obligations under this Indenture.


 


Article 2

ISSUE OF WARRANTS


 


		2.1	Issue of Warrants



 


A maximum of 5,750,000
Warrants are hereby created and authorized to be issued hereunder entitling the registered holders thereof to acquire an aggregate
of 5,750,000 Warrant Shares (subject to adjustment in accordance with Section 2.13) at the Exercise Price upon the terms and conditions
herein set forth. Uncertificated Warrants shall be Authenticated by the Warrant Agent and deposited in CDS and Warrant Certificates
evidencing the Warrants, if any, shall be executed by the Company, certified by or on behalf of the Warrant Agent and delivered
by the Warrant Agent to the Company, as applicable, in accordance with a written direction of the Company, all in accordance with
sections 2.3 and 2.4. Subject to adjustment in accordance with the provisions of this Indenture, each of the Warrants
issued hereunder shall entitle the holder thereof to receive from the Company, at the Exercise Price, the number of Warrant Shares
equal to the Exchange Basis in effect on the Exercise Date.


 




    	 	- 7 -	 



     


    

 


		2.2	Form and Terms of Warrants



 


(1)           The
Warrants may be issued in either certificated or uncertificated form. Notwithstanding the foregoing, all Warrants issued in the
United States or to, or for the account or benefit of, a person in the United States or U.S. Persons that are Accredited Investors
shall be in certificated form only. The Warrant Certificates shall be substantially in the form attached as Schedule A hereto and
dated as of the date of issue, subject to the provisions of this Indenture, with such additions, variations and changes as may
be required or permitted by the terms of this Indenture, and to give effect to any Warrants not being issued as Uncertificated
Warrants, and which may from time to time be agreed upon by the Warrant Agent and the Company, and shall have such distinguishing
letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. Except as hereinafter provided in this
Article 2, all Warrants shall, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved,
printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form
of the Warrant Certificate shall be required by reason of any adjustment made pursuant to this Article 2 in the number and/or
class of securities or type of securities that may be acquired pursuant to the exercise of Warrants.


 


(2)           Each
Warrant authorized to be issued hereunder shall entitle the registered holder thereof to acquire (subject to sections 2.13,
2.14 and 2.15) upon due exercise and upon the transaction instruction or due execution of the exercise form endorsed on the
Warrant Certificate, as applicable, or other instrument of exercise in such form as the Warrant Agent and/or the Company may from
time to time prescribe and upon payment of the Exercise Price, one Warrant Share or such other kind and amount of shares or securities
or property, calculated pursuant to the provisions of sections 2.13 and 2.14, as the case may be, at any time after the
date of issuance of such Warrants and prior to the Time of Expiry, in accordance with the provisions of this Indenture.


 


(3)           Fractional
Warrants shall not be issued or otherwise provided for and shall be disregarded for all purposes and no cash amount will be payable
in lieu thereof. If the exercise of any Warrant would result in a fraction of a Common Share being issued to any person, any such
fraction shall be rounded down to the next whole number of Common Shares and no cash amount will be payable in lieu thereof.


 




    	 	- 8 -	 



     


    

 


(4)           Notwithstanding
any other provision herein, if at any time on or after the date that is 18 months after September 20, 2017, the closing trading
price of the Common Shares on the TSXV (or if the Common Shares are not listed on the TSXV, then on such other recognized Canadian
stock exchange on which the Common Shares are then listed and primarily traded) equals or exceeds $2.50 for a period of at least
10 consecutive trading days, the Company shall be entitled, within 15 days of the occurrence of such event, to accelerate the Time
of Expiry of the Warrants to a period ending on the date that is 20 days from the date that notice of such acceleration (the “Acceleration
Notice”) is given to the Warrant Agent and to the Warrantholders pursuant to a press release issued by the Company, with
the new Time of Expiry specified in such Acceleration Notice. From and after the new Time of Expiry specified in such Acceleration
Notice, no Warrants may be issued or exercised, and all unexercised Warrants shall be void and of no effect following the new Time
of Expiry. For greater certainty, the new Time of Expiry specified in an Acceleration Notice shall not be later than 5:00 p.m.
(Toronto Time) on September 20, 2020.


 


		2.3	Signing of Warrant Certificates



 


Warrant Certificates
shall be signed by any one of the directors or executive officers of the Company and may, but need not be under the corporate seal
of the Company or a reproduction thereof. The signature of any such director or officer may be mechanically reproduced in facsimile
or other electronic format and Warrant Certificates bearing such facsimile or other electronic format signatures shall be binding
upon the Company as if they had been manually signed by such director or officer. Notwithstanding that the person whose manual
or electronic signature appears on any Warrant Certificate as a director or executive officer may no longer hold office at the
date of issue of the Warrant Certificate or at the date of certification or delivery thereof, any Warrant Certificate signed as
aforesaid shall, subject to section 2.4, be valid and binding upon the Company and the registered holder thereof will be entitled
to the benefits of this Indenture.


 


		2.4	Authentication or Certification by the Warrant Agent



 


(1)           No
Warrant Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the registered holder to the benefit
hereof or thereof until it has been certified by manual signature by or on behalf of the Warrant Agent and such certification by
the Warrant Agent shall be conclusive evidence as against the Company that the Warrant so certified has been duly issued hereunder
and the holder is entitled to the benefits hereof.


 


(2)           No
NCI deposit in the Book-Based System shall be made or, if made, shall be valid for any purposes or entitle the holder to the benefits
hereof and thereof until it has been Authenticated by the Warrant Agent and such Authentication shall be conclusive evidence as
against the Company that the NCI deposit so made has been duly issued hereunder and that the holder is entitled to the benefits
hereof and thereof.


 


(3)           The
certification of the Warrant Agent on the Warrant Certificates issued hereunder, or the Authentication of the Warrant Agent of
the NCI deposit in the Book-Based System made hereunder, as applicable, shall not be construed as a representation or warranty
by the Warrant Agent as to the validity of this Indenture or the Warrant Certificates (except the due certification thereof) or
the NCI deposit (except the due Authentication thereof) as applicable, and the Warrant Agent shall in no respect be liable or answerable
for the use made of the Warrant Certificate or NCI deposit, as applicable, or any of them or of the consideration therefor except
as otherwise specified herein.


 




    	 	- 9 -	 



     


    

 


		2.5	Warrantholder not a Shareholder, etc.



 


Nothing in this Indenture
or the holding of a Warrant evidenced by a Warrant Certificate shall be construed as conferring upon a Warrantholder any right
or interest whatsoever as a shareholder, including but not limited to the right to vote at, to receive notice of, or to attend
meetings of shareholders or any other proceedings of the Company, nor entitle the holder to any right or interest in respect thereof
except as herein and in the Warrants expressly provided.


 


		2.6	Issue in Substitution for Lost Warrant Certificates



 


(1)           If
any Warrant Certificates issued and certified under this Indenture shall become mutilated or be lost, destroyed or stolen, the
Company, subject to applicable law, and subsection 2.6(2), shall issue and thereupon the Warrant Agent shall certify and deliver
a new Warrant Certificate of like denomination, date and tenor as the one mutilated, lost, destroyed or stolen in exchange for,
in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed
or stolen Warrant Certificate, and the substituted Warrant Certificate shall be substantially in the form set out in Schedule A
hereto and Warrants evidenced by it will entitle the holder thereof to the benefits hereof and shall rank equally in accordance
with its terms with all other Warrant Certificates issued or to be issued hereunder.


 


(2)           The
applicant for the issue of a new Warrant Certificate pursuant to this section 2.6 shall bear the reasonable cost of the issue
thereof and in the case of mutilation shall, as a condition precedent to the issue thereof, deliver to the Warrant Agent the mutilated
Warrant Certificate, and in the case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish
to the Company and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate
so lost, destroyed or stolen as shall be satisfactory to the Company and to the Warrant Agent in their sole discretion and such
applicant may be required to furnish an indemnity and surety bond in amount and form satisfactory to the Company and the Warrant
Agent in their sole discretion and shall pay the reasonable charges of the Company and the Warrant Agent in connection therewith.


 


		2.7	Warrants to Rank Pari Passu



 


All Warrants shall rank
pari passu with all other Warrants, whatever may be the actual date of issue of the Warrants.


 


		2.8	Registration and Transfer of Warrants



 


(1)           The
Warrant Agent will create and keep at the principal stock transfer offices of the Warrant Agent in the City of Toronto, Ontario:


 


		(a)	a register of holders in which shall be entered in alphabetical order the names and addresses of
the holders of Warrants and particulars of the Warrants held by them and the Warrant Agent shall be entitled to rely on such register
in connection with the exchange, transfer or exercise of any Warrant(s) pursuant to the terms of this Indenture or the terms thereof;
and



 




    	 	- 10 -	 



     


    

 


 


		(b)	a register of transfers in which all transfers of Warrants and the date and other particulars of
each such transfer shall be entered.



 


(2)          No
transfer of any Warrant will be valid unless entered on the register of transfers referred to in subsection 2.8(1), and, in
the case of a Warrant Certificate, upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, and
a duly completed and executed transfer form endorsed on the Warrant Certificate executed by the registered holder or his executors,
administrators or other legal representatives or his attorney duly appointed by an instrument in writing in form and execution
satisfactory to the Warrant Agent, if applicable, and, upon compliance with such requirements and such other reasonable requirements
as the Warrant Agent may prescribe, such transfer will be recorded on the register of transfers by the Warrant Agent.


 


(3)           In
the case of a Warrant Certificate, the transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate
evidencing such Warrant as required by subsection 2.8(2) and upon compliance with all other conditions in respect thereof
required by this Indenture or by law, be entitled to be entered on the register of holders referred to in subsection 2.8(1)
as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor
or any previous holder of such Warrant, except in respect of equities or rights of which the Company is required to take notice
by statute or by order of a court of competent jurisdiction.


 


(4)           The
Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee,
of any Warrant on the registers referred to in subsection 2.8(1), if such transfer would constitute a violation of (a) the
Securities Laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction,
(b) any restrictive legend on such Warrant or (c) any applicable representations and warranties made by the Warrantholder in a
QIB Letter executed by such Warrantholder in connection with the Offering. The Warrant Agent is entitled to assume compliance with
all applicable Securities Laws unless otherwise notified in writing by the Company. No duty shall rest with the Warrant Agent to
determine compliance of the transferee or transferor of any Warrant with applicable Securities Laws.


 


(5)           Any
Warrant issued to a transferee upon transfers contemplated by this section 2.8 shall bear the appropriate legend(s) as set
forth in subsection 2.20(2), if applicable.


 


(6)           If
a Warrant tendered for transfer bears the legend set forth in subsection 2.20(2), the Warrant Agent shall not register such
transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and complies with the requirements of
the said subsection 2.20(2).


 


(7)           Warrants,
in certificated form, bearing the legend set forth in subsection 2.20(2) shall not be offered, sold or otherwise transferred
except (A) to the Company, (B) outside the United States in accordance with Rule 904 of Regulation S and in
compliance with applicable local securities laws and regulations, (C) in compliance with the exemption from the registration
requirements under the U.S. Securities Act provided by (i) Rule 144A, if available, or (ii) Rule 144 under
the U.S. Securities Act, if available, (D) in another transaction that does not require registration under the U.S. Securities Act,
and in each case, in accordance with any applicable state securities laws in the United States, provided that in the case of transfers
pursuant to (C)(ii) or (D) above, the Company has received, prior to such transfer, an opinion of counsel or other
evidence of exemption reasonably satisfactory to the Company. Warrants, in uncertificated form, held by a Warrantholder in the
United States or a U.S. Person that is a Qualified Institutional Buyer may be offered, sold or otherwise transferred only
in accordance with this section 2.8(7)(A) or (B), as provided for in the QIB Letter for such Warrantholder.


 




    	 	- 11 -	 



     


    

 


		2.9	Registers Open for Inspection



 


The registers referred
to in subsection 2.8(1) shall be open at all reasonable times during business hours on a Business Day for inspection by the
Company or any Warrantholder. The Warrant Agent shall, from time to time when requested to do so in writing by the Company and
upon payment of its reasonable fees, furnish the Company with a list of the names and addresses of holders of Warrants entered
in the register of holders kept by the Warrant Agent and showing the number of Warrants held by each such holder.


 


		2.10	Exchange of Warrant Certificates



 


(1)           Warrant
Certificates may, upon compliance with the reasonable requirements of the Warrant Agent, be exchanged for Warrant Certificates
in any other authorized denomination representing in the aggregate an equal number of Warrants as the number of Warrants represented
by the Warrant Certificates being exchanged. The Company shall sign and the Warrant Agent shall certify, in accordance with sections 2.3
and 2.4, all Warrant Certificates necessary to carry out the exchanges contemplated herein.


 


(2)           Warrant
Certificates may be exchanged only at the principal stock transfer offices of the Warrant Agent in the City of Toronto, Ontario
or at any other place that is designated by the Company with the approval of the Warrant Agent. Any Warrant Certificates tendered
for exchange shall be surrendered to the Warrant Agent and cancelled.


 


(3)           Except
as otherwise herein provided, the Warrant Agent may charge Warrantholders requesting an exchange a reasonable sum for each Warrant
Certificate issued; and payment of such charges and reimbursement of the Warrant Agent or the Company for any and all taxes or
governmental or other charges required to be paid shall be made by the party requesting such exchange as a condition precedent
to such exchange.


 


		2.11	Ownership of Warrants



 


The Company and the Warrant
Agent and their respective agents may deem and treat the registered holder of any Warrant as the absolute owner of the Warrant
represented thereby for all purposes and the Company and the Warrant Agent and their respective agents shall not be affected by
any notice or knowledge to the contrary except as required by statute or order of a court of competent jurisdiction. The holder
of any Warrant shall be entitled to the rights evidenced by that Warrant free from all equities or rights of set-off or counterclaim
between the Company and the original or any intermediate holder thereof and all persons may act accordingly and the receipt by
any holder of the Warrant Shares or monies obtainable pursuant to the exercise of the Warrant shall be a good discharge to the
Company and the Warrant Agent for the same and neither the Company nor the Warrant Agent shall be bound to inquire into the title
of any holder.


 




    	 	- 12 -	 



     


    

 


		2.12	Book-Based System Warrants



 


(1)           Except
as described above, and except for Warrants issued in the United States or to, or for the account or benefit of, a person in the
United States or U.S. Persons that are Accredited Investors, or as may be directed by the Company, registration of interests in
and transfers of Warrants shall be made only through the Book-Based System. Other than for those Warrants issued in the United
States or to, or for the account or benefit of, a person in the United States or U.S. Persons that are Accredited Investors, or
as may be directed by the Company, the Warrants will be evidenced by a non-certificated inventory (“NCI”) deposit
though the Book-Based System for an amount representing the aggregate number of such Warrants outstanding from time to time.


 


(2)           Transfers
of beneficial ownership in any Warrant represented by an NCI deposit will be effected only (i) with respect to the interest of
a CDS Participant, through records maintained by CDS or its nominee for such Warrants, and (ii) with respect to the interest of
any person other than a CDS Participant, through records maintained by CDS Participants.


 


(3)          The
rights of Beneficial Owners who hold security entitlements in respect of Warrants through the Book-Based System shall be limited
to those established by applicable law and agreements between CDS and CDS Participants and between such CDS Participants and Beneficial
Owners who hold security entitlements in respect of Warrants through the Book-Based System and must be exercised through a CDS
Participant in accordance with the rules and procedures of CDS.


 


(4)           If
any of the following events occurs:


 


		(a)	CDS or the Company has notified the Warrant Agent that (A) CDS is unwilling or unable to continue
as depository or (B) CDS ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company
is unable to locate a qualified successor depository within 90 days of delivery of such notice;



 


		(b)	the Company has determined, in its sole discretion, to terminate the Book-Based System in respect
of such Uncertificated Warrants and has communicated such determination to the Warrant Agent in writing;



 


		(c)	the Company or CDS is required by applicable law to take the action contemplated in this subsection;
or



 


		(d)	the Book-Based System administered by CDS ceases to exist,



 


then one or more definitive fully registered
Warrant Certificates shall be executed by the Company and certified and delivered by the Warrant Agent to CDS in exchange for the
Uncertificated Warrants form held by CDS.


 




    	 	- 13 -	 



     


    

 


Fully registered Warrant
Certificates issued and exchanged pursuant to this subsection shall be registered in such names and in such denominations as CDS
shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall
be equal to the aggregate number of Uncertificated Warrants so exchanged. Upon exchange of Uncertificated Warrants for one or more
Warrant Certificates in definitive form, such Uncertificated Warrants shall be cancelled by the Warrant Agent.


 


(5)          Notwithstanding
anything in this Indenture in terms of an NCI deposit, neither the Company nor the Warrant Agent nor any agent thereof shall have
any responsibility or liability for:


 


		(a)	the records maintained by CDS relating to any ownership interests or any other interests in the
Warrants or the depository system maintained by CDS, or payments made on account of any ownership interest or any other interest
of any person in any Warrant represented by any NCI deposit (other than CDS or its nominee);



 


		(b)	maintaining, supervising or reviewing any records of CDS or any CDS Participant relating to any
such interest; or



 


		(c)	any advice or representation made or given by CDS or those contained in this Indenture that relate
to the rules and regulations of CDS or any action to be taken by CDS on its own direction or at the direction of any CDS Participant.



 


		2.13	Adjustment of Exchange Basis



 


Subject to section 2.14,
the Exchange Basis shall be subject to adjustment from time to time in the events and in the manner provided as follows:


 


(1)           If
and whenever, at any time after the date hereof and prior to the Time of Expiry, the Company shall:


 


		(i)	issue Common Shares or securities exchangeable for or convertible into Common Shares to all or
substantially all the holders of the Common Shares as a stock dividend or other distribution (other than a distribution of Warrant
Shares upon exercise of the Warrants or pursuant to the exercise, conversion or exchange of securities of the Company outstanding
as of the date hereof), or



 


		(ii)	subdivide, redivide or change its then outstanding Common Shares into a greater number of Common
Shares, or



 


		(iii)	reduce, combine or consolidate its then outstanding Common Shares into a lesser number of Common
Shares,



 


(any of such events in these paragraphs (i),
(ii) or (iii) being called a “Common Share Reorganization”), then the Exchange Basis in effect on the effective
date of such subdivision, redivision or change, or reduction, combination or consolidation, or on the record date of such stock
dividend or other distribution, as the case may be, shall be adjusted by multiplying the Exchange Basis in effect immediately prior
to such effective or record date by a fraction:


 




    	 	- 14 -	 



     


    

 


		(a)	the numerator of which shall be the total number of Common Shares outstanding on such date immediately
after giving effect to such Common Share Reorganization (including, in the case where securities exercisable, exchangeable for
or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had such securities
been exercised, or exchanged for or converted into Common Shares on such record date, assuming in any case where such securities
are not then convertible, exercisable or exchangeable but subsequently become so, that they were convertible, exercisable or exchangeable
on the record date on the basis upon which they first become convertible, exercisable or exchangeable), and



 


		(b)	the denominator of which shall be the total number of Common Shares outstanding on such date before
giving effect to such Common Share Reorganization.



 


The resulting
product, adjusted to the nearest 1/100th, shall thereafter be the Exchange Basis until further adjusted as provided in this Article 2.


 


Any Common Shares owned by or
held for the account of the Company or any of its Subsidiaries or a partnership in which the Company is directly or indirectly
a party to will be deemed not to be outstanding for the purpose of any computation. To the extent that any adjustment in the Exchange
Basis occurs pursuant to this subsection 2.13(1) as a result of the fixing by the Company of a record date for the distribution
of securities exchangeable or exercisable for or convertible into Common Shares and the Common Share Reorganization does not occur
or any conversion, exercise or exchange rights are not fully converted, exercised or exchanged, the Exchange Basis shall be readjusted
immediately after the expiry of any relevant exchange or conversion right or the termination of the Common Share Reorganization,
as the case may be, to the Exchange Basis that would then be in effect, based upon the number of Common Shares actually issued
and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.


 


(2)           If
and whenever, at any time after the date hereof and prior to the Time of Expiry, the Company shall fix a record date for the distribution
to all or substantially all of the holders of its outstanding Common Shares of rights, options or warrants entitling them, for
a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares, or securities
exchangeable or exercisable for or convertible into Common Shares, at a price per share to the holder (or at an exchange, exercise
or conversion price per share) of less than 95% of the Current Market Price on such record date (any of such events being called
a “Rights Offering”), then the Exchange Basis shall be adjusted effective immediately after such record date
for the Rights Offering by multiplying the Exchange Basis in effect immediately prior to such record date by a fraction:


 




    	 	- 15 -	 



     


    

 


		(a)	the numerator of which shall be the number of Common Shares which would be outstanding after giving
effect to the Rights Offering (assuming the exercise of all of the rights, options or warrants under the Rights Offering and assuming
the exchange, exercise or conversion into Common Shares of all exchangeable, exercisable or convertible securities issued upon
exercise of such rights, options or warrants, if any), and



 


		(b)	the denominator of which shall be the aggregate of:



 


		(i)	the total number of Common Shares outstanding as of the record date for the Rights Offering, and



 


		(ii)	a number of Common Shares determined by dividing



 


		(A)	the amount equal to the aggregate consideration payable on the exercise of all of the rights, options
and warrants under the Rights Offering plus the aggregate consideration, if any, payable on the exchange, exercise or conversion
of the exchangeable or convertible securities issued upon exercise of such rights, options or warrants (assuming the exercise of
all rights, options and warrants under the Rights Offering and assuming the exchange or conversion of all exchangeable or convertible
securities issued upon exercise of such rights, options and warrants);



 


by


 


		(B)	the Current Market Price as of the record date for the Rights Offering.



 


The resulting product, adjusted to the
nearest 1/100th, shall thereafter be the Exchange Basis until further adjusted as provided in this Article 2. Any Common Shares
owned by or held for the account of the Company or any of its Subsidiaries or a partnership in which the Company is directly or
indirectly a party to will be deemed not to be outstanding for the purpose of any computation. If, at the date of expiry of the
rights, options or warrants subject to the Rights Offering, less than all the rights, options or warrants have been exercised,
then the Exchange Basis shall be readjusted effective immediately after the date of expiry to the Exchange Basis which would have
been in effect on the date of expiry if only the rights, options or warrants issued had been those exercised. If at the date of
expiry of the rights of exchange, exercise or conversion of any securities issued pursuant to the Rights Offering less than all
of such securities have been exchanged or exercised for, or converted into, Common Shares, then the Exchange Basis shall be readjusted
effective immediately after the date of expiry to the Exchange Basis which would have been in effect on the date of expiry if only
the exchangeable, exercisable or convertible securities issued had been those securities actually exchanged or exercised for or
converted into Common Shares.


 




    	 	- 16 -	 



     


    

 


(3)           If
and whenever, at any time after the date hereof and prior to the Time of Expiry, the Company shall fix a record date for the issuance
or distribution to all or substantially all the holders of its outstanding Common Shares of:


 


		(i)	shares of the Company of any class other than Common Shares; or



 


		(ii)	rights, options or warrants to acquire Common Shares or securities exchangeable or exercisable
for or convertible into Common Shares; or



 


		(iii)	evidences of indebtedness; or



 


		(iv)	cash, securities or any property or other assets,



 


and if such issuance or distribution does
not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special
Distribution”), the Exchange Basis shall be adjusted effective immediately after the record date for the Special Distribution
by multiplying the Exchange Basis in effect on such record date by a fraction:


 


		(a)	the numerator of which shall be the number of Common Shares outstanding on such record date multiplied
by the Current Market Price on such record date, and



 


		(b)	the denominator of which shall be:



 


		(A)	the product of the number of Common Shares outstanding on such record date and the Current Market
Price on such record date,



 


less


 


		(B)	the fair market value, as determined by action by the board of directors acting reasonably and
in good faith (whose determination shall, absent manifest error, be conclusive), to the holders of the Common Shares of the shares,
rights, options, warrants, evidences of indebtedness or property or other assets issued or distributed in the Special Distribution,



 


provided that no such adjustment shall
be made if the result of such adjustment would be to decrease the Exchange Basis in effect immediately before such record date.
The resulting product, adjusted to the nearest 1/100th, shall thereafter be the Exchange Basis until further adjusted as provided
in this Article 2. Any shares owned by or held for the account of the Company or its Subsidiaries or a partnership of which
the Company is directly or indirectly a party to shall be deemed not to be outstanding for the purpose of any such computation.


 




    	 	- 17 -	 



     


    

 


(4)           If
and whenever, at any time after the date hereof and prior to the Time of Expiry, there shall be a reclassification of the Common
Shares at any time outstanding or change or exchange of the Common Shares into other shares or into other securities (other than
a Common Share Reorganization), or a consolidation, amalgamation, plan of arrangement or merger of the Company with or into any
other corporation or other entity (other than a consolidation, amalgamation, plan of arrangement or merger which does not result
in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer (other
than to a Subsidiary) of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation
or other entity (any of such events being herein called a “Capital Reorganization”), any Warrantholder who thereafter
shall exercise his right to receive Warrant Shares pursuant to Warrant(s) shall be entitled to receive, and shall accept in lieu
of the number of Warrant Shares to which such holder was theretofore entitled upon such exercise, the aggregate number of shares,
other securities or other property resulting from the Capital Reorganization which such holder would have been entitled to receive
as a result of such Capital Reorganization if, on the effective date or record date thereof, as the case may be, the Warrantholder
had been the registered holder of the number of Warrant Shares to which such holder was theretofore entitled upon exercise. If
appropriate, adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set
forth in this Article 2 with respect to the rights and interests thereafter of Warrantholders to the end that the provisions
set forth in this Article 2 shall thereafter correspondingly be made applicable as nearly as may reasonably be in relation
to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustment
shall be made by and set forth in an indenture supplemental hereto approved by the directors and by the Warrant Agent and entered
into pursuant to the provisions of this Indenture and shall for all purposes be conclusively deemed to be an appropriate adjustment.


 


(5)          Any
adjustment to the Exchange Basis as set forth herein (except resulting from a Capital Reorganization) shall also include a corresponding
adjustment to the Exercise Price which shall be calculated by multiplying the Exercise Price by a fraction: (a) the numerator of
which shall be the Exchange Basis prior to the adjustment, and (b) the denominator of which shall be the Exchange Basis after the
adjustment.


 


		2.14	Rules Regarding Calculation of Adjustment of Exchange Basis



 


For the purposes of section 2.13:


 


(1)          The
adjustments provided for in section 2.13 shall be cumulative and such adjustments shall be made successively whenever an event
referred to in section 2.13 shall occur, subject to the following subsections of this section 2.14.


 


(2)           No
adjustment in the: (a) Exchange Basis shall be required unless such adjustment would result in a change of at least 0.01 of
a Warrant Share based on the prevailing Exchange Basis; or (b) Exercise Price shall be required unless such adjustment would
result in a change of at least 1%, provided that any adjustments which, except for the provisions of this subsection, would otherwise
have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.


 


(3)           No
adjustment in the Exchange Basis shall be made in respect of any event described in section 2.13, other than the events referred
to in paragraphs (ii) and (iii) of subsection (1) thereof, if Warrantholders are entitled to participate in such
event on the same terms, mutatis mutandis, as if Warrantholders had exercised their Warrants prior to or on the effective date
or record date of such event, any such participation being subject to regulatory approval.


 




    	 	- 18 -	 



     


    

 


(4)           No
adjustment in the Exchange Basis shall be made pursuant to section 2.13 in respect of the issue from time to time of Warrant
Shares purchasable on exercise of the Warrants or pursuant to the exercise, conversion or exchange of securities of the Company
outstanding as of the date hereof.


 


(5)           If
a dispute shall at any time arise with respect to adjustments provided for in section 2.13, such dispute shall, absent manifest
error, be conclusively determined by the Company’s Auditors, or if they are unable or unwilling to act, by such other firm
of independent chartered accountants as may be selected by the directors and any further determination, absent manifest error,
shall be binding upon the Company, the Warrant Agent and the Warrantholders.


 


(6)           If
the Company shall set a record date to determine the holders of the Common Shares for the purpose of entitling them to receive
any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders
of any such dividend, distribution, or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend,
distribution, or subscription or purchase rights, then no adjustment in the Exchange Basis shall be required by reason of the setting
of such record date.


 


(7)           In
the absence of a resolution of the directors fixing a record date for a Rights Offering or Special Distribution, the Company shall
be deemed to have fixed as the record date therefor the date on which the Rights Offering or Special Distribution is effected.


 


(8)           If
the purchase price provided for in any Rights Offering (the “Rights Offering Price”) is decreased, the Exchange
Basis shall forthwith be changed so as to increase the Exchange Basis to such Exchange Basis as would have been obtained had the
adjustment to the Exchange Basis made pursuant to subsection 2.13(2) upon the issuance of such Rights Offering been made upon
the basis of the Rights Offering Price as so decreased, provided that the provisions of this subsection shall not apply to any
decrease in the Rights Offering Price resulting from provisions in any such Rights Offering designed to prevent dilution if the
event giving rise to such decrease in the Rights Offering Price itself requires an adjustment to the Exchange Basis pursuant to
the provisions of section 2.13.


 


(9)           As
a condition precedent to the taking of any action that would require any adjustment in any of the subscription rights pursuant
to any of the Warrants, including the Exchange Basis, the Company shall take any corporate action which may, in the opinion of
counsel, be necessary in order that the Company have unissued and reserved in its authorized capital and may validly and legally
issue as fully paid and non-assessable all the shares or other securities that all the holders of such Warrants are entitled to
receive on the exercise of all the subscription rights attaching thereto in accordance with the provisions thereof.


 


(10)         The
Warrant Agent shall be entitled to act and rely on any adjustment calculations by the Company or the Company’s Auditors.


 




    	 	- 19 -	 



     


    

 


		2.15	Postponement of Subscription



 


In any case where the
application of section 2.13 results in an increase in the number of Common Shares that are issuable upon exercise of the Warrants
taking effect immediately after the record date for a specific event, if any Warrant is exercised after that record date and prior
to completion of such specific event, the Company may postpone the issuance to the Warrantholder of the Warrant Shares to which
he is entitled by reason of such adjustment, but such Warrant Shares shall be so issued and delivered to that holder upon completion
of that event, with the number of such Warrant Shares calculated on the basis of the number of Warrant Shares on the date that
the Warrant was exercised, adjusted for completion of that event and the Company shall deliver to the person or persons in whose
name or names the Warrant Shares are to be issued an appropriate instrument evidencing the right of such person or persons to receive
such Warrant Shares and the right to receive any dividends or other distributions which, but for the provisions of this section 2.15,
such person or persons would have been entitled to receive in respect of such Warrant Shares from and after the date that the Warrant
was exercised in respect thereof.


 


		2.16	Notice of Adjustment



 


(1)          At
least 14 days prior to the effective date or record date, as the case may be, of any event which requires or might require
adjustment pursuant to section 2.13, the Company shall:


 


		(a)	file with the Warrant Agent a certificate of the Company specifying the particulars of such event
(including the record date or the effective date for such event) and, if determinable, the required adjustment and the computation
of such adjustment; and



 


		(b)	give notice to the Warrantholders of the particulars of such event (including the record date or
the effective date for such event) and, if determinable, the required adjustment.



 


(2)           In
case any adjustment for which a notice in subsection 2.16(1) has been given is not then determinable, the Company shall promptly
after such adjustment is determinable:


 


		(a)	file with the Warrant Agent a computation of such adjustment; and



 


		(b)	give notice to the Warrantholders of the adjustment.



 


(3)           The
Warrant Agent may, absent manifest error, act and rely upon certificates and other documents filed by the Company pursuant to this
section 2.16 for all purposes of the adjustment.


 


		2.17	No Action after Notice



 


The Company covenants
with the Warrant Agent that it will not take any other corporate action which might deprive a Warrantholder of the opportunity
of exercising the rights of acquisition pursuant thereto during the period of 10 days after the giving of the notice set forth
in subsection 2.16(1) and paragraph (b) of subsection 2.16(2).


 




    	 	- 20 -	 



     


    

 


		2.18	Optional Purchases by the Company



 


Subject to applicable
law and prior approval of the TSXV, if required, the Company may from time to time purchase on any stock exchange (if then listed),
in the open market, by private agreement or otherwise any of the Warrants. Any such purchase shall be made at the lowest price
or prices at which, in the opinion of the board of directors of the Company, such Warrants are then obtainable, plus reasonable
costs of purchase, and may be made in such manner, from such persons, and on such other terms as the Company in its sole discretion
may determine. The Warrant Certificates representing the Warrants purchased pursuant to this section 2.18 shall forthwith
be delivered to and cancelled by the Warrant Agent.


 


		2.19	Protection of Warrant Agent



 


Subject to Article 8,
the Warrant Agent shall not:


 


		(a)	at any time be under any duty or responsibility to any registered holder of Warrants to determine
whether any facts exist that may require any adjustment contemplated by this Article 2, nor to verify the nature and extent
of any such adjustment when made or the method employed in making the same;



 


		(b)	be accountable with respect to the validity or value or the kind or amount of any Warrant Shares
that may at any time be issued or delivered upon the exercise of the Warrants;



 


		(c)	be responsible for any failure of the Company to make any cash payment upon the surrender of any
Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article 2;
or



 


		(d)	incur any liability or responsibility whatsoever or be in any way responsible for the consequence
of any breach on the part of the Company of any of the representations, warranties or covenants of the Company or any acts or deeds
of the agents or servants of the Company.



 


		2.20	U.S. Legend on Warrant Certificates and Warrant Share certificates



 


(1)           The
Warrant Agent understands and acknowledges that the Warrants and the Warrant Shares issuable upon exercise of the Warrants have
not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United
States.


 


(2)           Each
Warrant, in certificated form, originally issued in the United States or, to, or for the account or benefit of, a person in the
United States or U.S. Persons that are Accredited Investors, and all Warrant Shares issued upon exercise of such Warrants, and
all certificates issued in exchange or in substitution thereof or upon transfer thereof, shall bear legends in substantially the
following form:


 




    	 	- 21 -	 



     


    

 


“THE SECURITIES REPRESENTED
HEREBY [FOR WARRANTS: AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS.
THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO PROFOUND MEDICAL CORP.
(THE “CORPORATION”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER
THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 UNDER THE U.S. SECURITIES ACT,
IF AVAILABLE, OR (II) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, (D) IN ANOTHER TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE U.S. SECURITIES ACT, AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES,
PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED
TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE, REASONABLY SATISFACTORY TO THE CORPORATION.
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
CANADA.”


 


and, for Warrants only:


 


[“THIS WARRANT MAY NOT
BE EXERCISED UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM, AND IN
EACH CASE IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS.”]


 


provided that, the Company
shall use commercially reasonable efforts to cause the legend to be removed within 5 Business Days upon receipt by the Company
and the Warrant Agent or the Transfer Agent, as applicable, of (i) a declaration in the form attached hereto as Schedule B
(or as the Company may prescribe from time to time in order to address changes in applicable laws) and (ii) any other evidence
reasonably requested by the Company, which may include an opinion of counsel, of recognized standing reasonably satisfactory to
the Company, that the legend is no longer required under the U.S. Securities Act and any applicable state securities
laws (upon receipt of a duly executed certificate attesting to the facts necessary to support the removal of such legend);


 


and provided, further,
that, if any Warrants or Warrant Shares issuable upon exercise of the Warrants are being sold under Rule 144, the legend may
be removed by delivering to the Company and the Warrant Agent or the Transfer Agent, as applicable, an opinion of counsel of recognized
standing reasonably satisfactory to the Company, that the legend is no longer required under applicable requirements of the U.S. Securities Act
or any applicable state securities laws (upon receipt of a duly executed certificate attesting to the facts necessary to support
the removal of such legend).


 




    	 	- 22 -	 



     


    

 


(3)          If
a Warrant or Warrant Share issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth
in subsection 2.20(2) herein and the holder thereof has not obtained the prior written consent of the Company, the Warrant
Agent or the Transfer Agent, as the case may be, shall not register such transfer unless the holder complies with the requirements
of the said subsection 2.20(2) hereof.


 


 


Article 3

EXERCISE OF WARRANTS


 


		3.1	Method of Exercise of Warrants



 


(1)          The
registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares
to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent
at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Toronto, Ontario (or at such additional
place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed
and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney
duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form
endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank
draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price
multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise
form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by
mail or other means of transmission, upon actual receipt thereof by the Warrant Agent.


 


(2)           Any
exercise form referred to in subsection 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or
other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the
Warrant Agent, shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s)
and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed
for are to be issued to (a) person(s) other than the Warrantholder, the signatures set out in the exercise form referred to
in subsection 3.1(1) shall be guaranteed by a Canadian Schedule I chartered bank or a medallion signature guarantee from
a member of a recognized Signature Medallion Guarantee Program and (b) the Warrantholder shall pay to the Company or the Warrant
Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing
Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company
the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid or that
no tax is due.


 




    	 	- 23 -	 



     


    

 


(3)           If,
at the time of exercise of the Warrants, in accordance with the provisions of subsection 3.1(1), there are any trading restrictions
on the Warrant Shares pursuant to Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel,
endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with
all Securities Laws unless otherwise notified in writing by the Company.


 


(4)           A
Beneficial Owner who desires to exercise his Uncertificated Warrants, must do so by causing a CDS Participant to deliver to CDS
(at its office in the City of Toronto), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice
of the Beneficial Owner’s intention to exercise Warrants (the “Exercise Notice”). Forthwith upon receipt
by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention
to exercise Warrants (the “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic
means through the Book-Based System. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise
Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book-Based
System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated
with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants.


 


By causing a CDS Participant
to deliver notice to CDS, a Beneficial Owner shall be deemed to have irrevocably surrendered his Warrants so exercised and appointed
such CDS Participant to act as his or her exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares
in connection with the obligations arising from such exercise.


 


Any notice which CDS
determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise
to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a CDS Participant to
exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give
rise to any obligations or liability on the part of the Company or Warrant Agent to the CDS Participant or the Beneficial Owner.


 


		3.2	No Fractional Warrant Shares



 


Under no circumstances
shall the Company be obliged to issue any fractional Warrant Shares or any cash or other consideration in lieu thereof upon the
exercise of one or more Warrants. To the extent that the holder of one or more Warrants would otherwise have been entitled to receive
on the exercise or partial exercise thereof a fraction of a Warrant Share, that holder may exercise that right in respect of the
fraction only in combination with another Warrant or Warrants that in the aggregate entitle the holder to purchase a whole number
of Warrant Shares; otherwise fractional Warrant Shares shall be rounded down to the nearest whole number of Warrant Shares without
compensation therefor.


 




    	 	- 24 -	 



     


    

 


		3.3	Effect of Exercise of Warrants



 


(1)           Upon
compliance by the Warrantholder with the provisions of section 3.1, the Warrant Shares subscribed for shall be deemed to have
been issued and the person to whom such Warrant Shares are to be issued shall be deemed to have become the holder of record of
such Warrant Shares on the Exercise Date unless the transfer registers of the Company for the Common Shares shall be closed on
such date, in which case the Warrant Shares subscribed for shall be deemed to have been issued and such person shall be deemed
to have become the holder of record of such Warrant Shares on the date on which such transfer registers are reopened.


 


(2)           Within
three Business Days following the due exercise of a Warrant pursuant to section 3.1 and forthwith after the Time of Expiry,
the Warrant Agent shall deliver to the Company a notice setting forth the particulars of all Warrants exercised, if any, and the
persons in whose names the Warrant Shares are to be issued (as applicable) and the addresses of such holders of the Warrant Shares.


 


(3)           Within
three Business Days of the due exercise of a Warrant pursuant to section 3.1, the Company shall cause the Transfer Agent to
issue, within such three Business Day period, to CDS through the Book-Based System the Warrant Shares (which shall include Warrant
Shares issued to a Purchaser that is a Qualified Institutional Buyer) to which the exercising Warrantholder is entitled pursuant
to the exercise or mail to the person in whose name the Warrant Shares so subscribed for are to be issued, as specified in the
exercise form completed on the Warrant Certificate, at the address specified in such exercise form, a certificate or certificates
for the Warrant Shares to which the Warrantholder is entitled and, if applicable, shall cause the Warrant Agent to mail a Warrant
Certificate representing any Warrants not then exercised.


 


		3.4	Cancellation of Warrants



 


All Warrants surrendered
to the Warrant Agent pursuant to sections 2.6, 2.8(2), 2.10, 2.18 or 3.1 shall be cancelled by the Warrant Agent and
the Warrant Agent shall record the cancellation of such Warrants on the register of holders maintained by the Warrant Agent pursuant
to subsection 2.8(1). The Warrant Agent shall, if required by the Company, furnish the Company with a certificate identifying
the Warrants so cancelled. All Warrants that have been duly cancelled shall be without further force or effect whatsoever.


 


		3.5	Subscription for less than Entitlement



 


The holder of any Warrant
may subscribe for and purchase a whole number of Warrant Shares that is less than the number that the holder is entitled to purchase
pursuant to a surrendered Warrant. In such event, the holder thereof shall be entitled to receive a new Warrant Certificate, if
applicable, in respect of the balance of Warrants that were not then exercised, such new Warrant Certificate to contain the same
legend as provided for in subsection 2.20(2) if applicable.


 




    	 	- 25 -	 



     


    

 


		3.6	Expiration of Warrant



 


After the Time of Expiry,
all rights under any Warrant in respect of which the right of subscription and purchase herein and therein provided for shall not
theretofore have been exercised shall wholly cease and terminate and such Warrant shall be void and of no effect.


 


		3.7	Prohibition on Exercise by U.S. Persons; Exception



 


(1)           Warrants
may not be exercised within the United States or by or on behalf of, or for the account or benefit of, any U.S. Person or
any person in the United States except in compliance with this section 3.7. The Warrant Agent shall be entitled to rely upon the
registered address of the Warrantholder as set forth in such Warrantholder’s register for the purchase of Units in determining
whether the address is in the United States or the Warrantholder is a U.S. Person.


 


(2)           Any
holder which exercises any Warrants represented by a Warrant Certificate shall provide to the Company either:


 


		(a)	a written certification that such holder (i) at the time of exercise of the Warrants is not
in the United States; (ii) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or
person in the United States; (iii) did not execute or deliver the exercise form for the Warrants in the United States; and
(iv) has in all other aspects complied with the terms of Regulation S (which written certification shall be deemed delivered
by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule A hereof);



 


		(b)	a written certification that the holder (i) purchased the Warrants as a part of the Units
in the Offering; (ii) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a
person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering and for
whose account such holders exercises sole investment discretion; (iii) was and is, and any beneficial purchaser for whose
account such holder acquired the Warrant and is exercising the Warrants was and is an Accredited Investor and/or Qualified Institutional
Buyer both on the date the Units were purchased in the Offering and on the Exercise Date; and (iv) the representations and
warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s U.S. Subscription
Agreement remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2
in the Exercise Form attached to the Warrant, as provided for in Schedule A hereof); or



 


		(c)	a written opinion of counsel of recognized standing in form and substance satisfactory to the Company
to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities
laws is available for the issuance of the Warrant Shares issuable on exercise of the Warrants.



 




    	 	- 26 -	 



     


    

 


(3)           No
Warrant Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the
requirements of paragraphs (b) or (c) of this subsection 3.7(2).


 


Article 4

COVENANTS


 


		4.1	General Covenants of the Company



 


The Company represents,
warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:


 


(1)           The
Company will at all times, so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent with
the fiduciary duties of the board of directors of the Company, and will carry on and conduct its business in a prudent manner in
accordance with industry standards and good business practice, and will keep or cause to be kept proper books of account in accordance
with applicable law until the Time of Expiry.


 


(2)           The
Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated
and certified, as applicable, will be legal, valid, binding and enforceable obligations of the Company.


 


(3)           The
Company will use its commercially reasonable efforts to maintain the listing of the Common Shares on the TSXV or such other recognized
stock exchange or quotation system, so long as any Warrants remain outstanding, and to have the Warrant Shares issued pursuant
to the exercise of the Warrants listed and posted for trading on the TSXV, or such other recognized stock exchange or quotation
system, as expeditiously as possible.


 


(4)          The
Company will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent
thereof) in each of the provinces of Canada in which it is currently a reporting issuer, not in default of the requirements of
the applicable Securities Laws of such province until the Time of Expiry.


 


(5)           The
Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance upon the exercise of Warrants
issued by the Company.


 


(6)           The
Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder,
in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.


 


(7)           The
Company will cause the certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants
in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.


 


(8)           All
Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid
and non-assessable Common Shares.


 




    	 	- 27 -	 



     


    

 


(9)           The
Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.


 


(10)        The
Company will promptly advise the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this
Indenture no later than 5 Business Days following the occurrence of such breach or default.


 


(11)        The
Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during
the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect
of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.


 


		4.2	Securities Qualification Requirements



 


(1)           If,
in the opinion of counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained
from, any securities regulatory authority or any other step is required under any federal or provincial law of Canada before the
Warrant Shares may be issued or delivered to a Warrantholder, the Company covenants that it will use its best efforts to file such
instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as is required or appropriate
in the circumstances.


 


(2)           The
Company will give written notice of the issue of Warrant Shares pursuant to the exercise of Warrants, in such detail as may be
required, to each securities regulatory authority in each jurisdiction in which there is legislation requiring the giving of any
such notice.


 


		4.3	Warrant Agent’s Remuneration and Expenses



 


The Company covenants
that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse
the Warrant Agent upon its request for all reasonable expenses and disbursements of the Warrant Agent in the administration or
execution of the duties and obligations hereby created (including the reasonable compensation and the disbursements of its counsel
and all other advisers, experts, accountants and assistants not regularly in its employ) both before any default hereunder and
thereafter until all duties of the Warrant Agent hereunder shall be finally and fully performed, except any such expense or disbursement
in connection with or related to or required to be made as a result of the gross negligence, wilful misconduct, bad faith or fraud
of the Warrant Agent.


 


		4.4	Performance of Covenants by Warrant Agent



 


Subject to section 8.7, if the Company
shall fail to perform any of its covenants contained in this Indenture and the Company has not rectified such failure within 10 Business
Days after either giving notice of such default pursuant to subsection 4.1(10) or receiving written notice from the Warrant
Agent of such failure, the Warrant Agent may notify the Warrantholders of such failure on the part of the Company or may itself
perform any of the said covenants capable of being performed by it, but shall be under no obligation to perform said covenants.
All reasonable sums expended or disbursed by the Warrant Agent in so doing shall be repayable as provided in section 4.3.
No such performance, expenditure or advance by the Warrant Agent shall be deemed to relieve the Company of any default hereunder
or of its continuing obligations under the covenants herein contained.


 




    	 	- 28 -	 



     


    

 


Article 5

ENFORCEMENT


 


		5.1	Suits by Warrantholders



 


Subject to section 6.10,
all or any of the rights conferred upon a Warrantholder by the terms of the Warrants held by him and/or this Indenture may be enforced
by such Warrantholder by appropriate legal proceedings but without prejudice to the right that is hereby conferred upon the Warrant
Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the holders of the
Warrants from time to time outstanding. The Warrant Agent shall also have the power at any time and from time to time to institute
and to maintain such suits and proceedings as it may reasonably be advised shall be necessary or advisable to preserve and protect
its interests and the interests of the Warrantholders.


 


		5.2	Limitation of Liability



 


The obligations hereunder
(including without limitation under subsection 8.7(5)) are not personally binding upon, nor shall resort hereunder be had
to, the private property of any of the past, present or future directors or shareholders of the Company or any of the past, present
or future officers, employees or agents of the Company, but only the property of the Company (or any successor person) shall be
bound in respect hereof.


 


Article 6

MEETINGS OF WARRANTHOLDERS


 


		6.1	Right to Convene Meetings



 


The Warrant Agent may
at any time and from time to time, and shall on receipt of a written request of the Company or of a Warrantholders’ Request,
convene a meeting of the Warrantholders provided that the Warrant Agent has been provided with sufficient funds and is indemnified
to its reasonable satisfaction by the Company or by the Warrantholders signing such Warrantholders’ Request against the costs,
charges, expenses and liabilities that may be incurred in connection with the calling and holding of such meeting. If within 15 Business
Days after the receipt of a written request of the Company or a Warrantholders’ Request, funding and indemnity given as aforesaid
the Warrant Agent fails to give the requisite notice specified in section 6.2 to convene a meeting, the Company or such Warrantholders,
as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto, Ontario or at such other
place as may be approved or determined by the Warrant Agent.


 


		6.2	Notice



 


At least 14 days’
prior notice of any meeting of Warrantholders shall be given to the Warrantholders at the expense of the Company in the manner
provided for in section 9.2 and a copy of such notice shall be delivered to the Warrant Agent unless the meeting has been
called by it, and to the Company unless the meeting has been called by it. Such notice shall state the date, time and place of
the meeting, the general nature of the business to be transacted and shall contain such information as is reasonably necessary
to enable the Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set
out the terms of any resolution to be proposed or any of the provisions of this Article 6. The notice convening any such meeting
may be signed by an appropriate officer of the Warrant Agent or of the Company or the person designated by such Warrantholders,
as the case may be.


 




    	 	- 29 -	 



     


    

 


		6.3	Chairman



 


The Warrant Agent may
nominate in writing an individual (who need not be a Warrantholder) to be chairman of the meeting and if no individual is so nominated,
or if the individual so nominated is not present within 15 minutes after the time fixed for the holding of the meeting, the
Warrantholders present in person or by proxy shall appoint an individual present to be chairman of the meeting. The chairman of
the meeting need not be a Warrantholder.


 


		6.4	Quorum



 


Subject to the provisions
of section 6.11, at any meeting of the Warrantholders a quorum shall consist of two Warrantholders present in person or represented
by proxy and representing at least 20% of the aggregate number of Warrants then outstanding. If a quorum of the Warrantholders
shall not be present within one-half hour from the time fixed for holding any meeting, the meeting, if summoned by the Warrantholders
or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day
in the next week (unless such day is not a Business Day in which case it shall be adjourned to the next following Business Day)
at the same time and place to the extent possible and, subject to the provisions of section 6.11, no notice of the adjournment
need be given. Any business may be brought before or dealt with at an adjourned meeting that might have been dealt with at the
original meeting in accordance with the notice calling the same. At the adjourned meeting the Warrantholders present in person
or represented by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding
that they may not represent at least 20% of the aggregate number of Warrants then unexercised and outstanding. No business shall
be transacted at any meeting, except an adjourned meeting as described above, unless a quorum is present at the commencement of
business.


 


		6.5	Power to Adjourn



 


The chairman of any meeting
at which a quorum of the Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice
of such adjournment need be given except such notice, if any, as the meeting may prescribe.


 


		6.6	Show of Hands



 


Every question submitted
to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an extraordinary
resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided,
a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or
not carried by a particular majority shall be conclusive evidence of the fact.


 




    	 	- 30 -	 



     


    

 


		6.7	Poll and Voting



 


On every extraordinary
resolution, and when demanded by the chairman or by one or more of the Warrantholders acting in person or by proxy on any other
question submitted to a meeting and after a vote by show of hands, a poll shall be taken in such manner as the chairman shall direct.
Questions other than those required to be determined by extraordinary resolution shall be decided by a majority of the votes cast
on the poll. On a show of hands, every person who is present and entitled to vote, whether as a Warrantholder or as proxy for one
or more absent Warrantholders, or both, shall have one vote. On a poll, each Warrantholder present in person or represented by
a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each whole Warrant then held by him.
A proxy need not be a Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote
in respect of the Warrants, if any, held or represented by him.


 


		6.8	Regulations



 


Subject to the provisions
of this Indenture, the Warrant Agent or the Company with the approval of the Warrant Agent may from time to time make and from
time to time vary such regulations as it shall consider necessary or appropriate:


 


		(a)	for the deposit of instruments appointing proxies at such place and time as the Warrant Agent,
the Company or the Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct;



 


		(b)	for the deposit of instruments appointing proxies at some approved place other than the place at
which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or forwarded via facsimile
before the meeting to the Company or to the Warrant Agent at the place where the same is to be held and for the voting of proxies
so deposited as though the instruments themselves were produced at the meeting;



 


		(c)	for the form of instrument appointing a proxy and the manner in which the form of proxy may be
executed; and



 


		(d)	generally for the calling of meetings of Warrantholders and the conduct of business thereat including
setting a record date for Warrantholders entitled to receive notice of or to vote at such meeting.



 


Any regulations so made
shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations
may provide, the only persons who shall be recognized at any meeting as a Warrantholder, or be entitled to vote or be present at
the meeting in respect thereof (subject to section 6.9), shall be Warrantholders or persons holding proxies of Warrantholders.


 




    	 	- 31 -	 



     


    

 


		6.9	Company, Warrant Agent and Counsel may be Represented



 


The Company, the Warrantholders
and the Warrant Agent, by their respective directors, officers and employees and the counsel for each of the Company, the Warrantholders
and the Warrant Agent may attend any meeting of the Warrantholders and speak thereat but shall not be entitled to vote unless in
their capacities as Warrantholders or proxies therefor.


 


		6.10	Powers Exercisable by Extraordinary Resolution



 


In addition to all other
powers conferred upon them by any other provisions of this Indenture or by law, the Warrantholders at a meeting shall have the
power, exercisable from time to time by extraordinary resolution:


 


		(a)	to agree to any modification, alteration, compromise or arrangement of the rights of Warrantholders
and/or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s approval) or on behalf
of the Warrantholders against the Company, whether such rights arise under this Indenture or the Warrants or otherwise;



 


		(b)	to amend, modify or repeal any extraordinary resolution previously passed or sanctioned by the
Warrantholders;



 


		(c)	to direct or authorize the Warrant Agent (subject to the Warrant Agent receiving funding and indemnity
to its satisfaction) to enforce any of the covenants on the part of the Company contained in this Indenture or the Warrants or
to enforce any of the rights of the Warrantholders in any manner specified in such extraordinary resolution or to refrain from
enforcing any such covenant or right;



 


		(d)	to waive, authorize and direct the Warrant Agent to waive any default on the part of the Company
in complying with any provisions of this Indenture or the Warrants either unconditionally or upon any conditions specified in such
extraordinary resolution;



 


		(e)	to restrain any Warrantholder from taking or instituting any suit, action or proceeding against
the Company for the enforcement of any of the covenants on the part of the Company contained in this Indenture or the Warrants
or to enforce any of the rights of the Warrantholders;



 


		(f)	to direct any Warrantholder who, as such, has brought any suit, action or proceeding to stay or
discontinue or otherwise deal with any such suit, action or proceeding, upon payment of the costs, charges and expenses reasonably
and properly incurred by such Warrantholder in connection therewith;



 


		(g)	to assent to any change in or omission from the provisions contained in this Indenture or any ancillary
or supplemental instrument which may be agreed to by the Company, and to authorize the Warrant Agent to concur in and execute any
ancillary or supplemental indenture embodying the change or omission;



 




    	 	- 32 -	 



     


    

 


		(h)	with the consent of the Company, such consent not to be unreasonably withheld, to remove the Warrant
Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant Agent so
removed; and



 


		(i)	to assent to any compromise or arrangement with any creditor or creditors or any class or classes
of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Company.



 


		6.11	Meaning of “Extraordinary Resolution”



 


(1)          The
expression “extraordinary resolution” when used in this Indenture means, subject as hereinafter in this section 6.11
and in section 6.14 provided, a resolution proposed at a meeting of Warrantholders duly convened for that purpose and held
in accordance with the provisions of this Article 6 at which there are present in person or by proxy at least two Warrantholders
representing at least 20% of the aggregate number of all the then outstanding Warrants and passed by the affirmative votes of Warrantholders
representing not less than 662⁄3% of the aggregate number of all the then outstanding Warrants represented at the meeting and
voted on the poll for such resolution.


 


(2)           If,
at any meeting called for the purpose of passing an extraordinary resolution, Warrantholders representing at least 20% of the aggregate
number of all the then outstanding Warrants are not present in person or by proxy within one-half hour after the time appointed
for the meeting, then the meeting, if convened by Warrantholders or on a Warrantholders’ Request, shall be dissolved; but
in any other case it shall stand adjourned to such day, being not less than 10 Business Days later, and to such place and time
as may be appointed by the chairman. Not less than three Business Days prior notice shall be given of the time and place of such
adjourned meeting in the manner provided in sections 9.1 and 9.2. Such notice shall state that at the adjourned meeting
the Warrantholders present in person or represented by proxy shall form a quorum but it shall not be necessary to set forth the
purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Warrantholders present
in person or represented by proxy shall form a quorum and may transact the business for which the meeting was originally convened
and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in subsection 6.11(1) shall
be an extraordinary resolution within the meaning of this Indenture notwithstanding that Warrantholders representing at least 20%
of all the then outstanding Warrants are not present in person or represented by proxy at such adjourned meeting.


 


(3)           Votes
on an extraordinary resolution shall always be given on a poll and no demand for a poll on an extraordinary resolution shall be
necessary.


 


		6.12	Powers Cumulative



 


It is hereby declared
and agreed that any one or more of the powers or any combination of the powers in this Indenture stated to be exercisable by the
Warrantholders by extraordinary resolution or otherwise may be exercised from time to time and the exercise of any one or more
of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Warrantholders to
exercise such powers or combination of powers then or thereafter from time to time.


 




    	 	- 33 -	 



     


    

 


		6.13	Minutes



 


Minutes of all resolutions
and proceedings at every meeting of Warrantholders as aforesaid shall be made and duly entered in books to be provided for that
purpose by the Warrant Agent at the expense of the Company and any minutes as aforesaid, if signed by the chairman of the meeting
at which resolutions were passed or proceedings had, or by the chairman of the next succeeding meeting of the Warrantholders, shall
be prima facie evidence of the matters therein stated and, until the contrary is proved, every meeting, in respect of the proceedings
of which minutes shall have been made, shall be deemed to have been duly convened and held, and all resolutions passed thereat
or proceedings taken, to have been duly passed and taken.


 


		6.14	Instruments in Writing



 


All actions that may
be taken and all powers that may be exercised by the Warrantholders at a meeting held as provided in this Article 6 also may
be taken and exercised by Warrantholders representing a majority, or in the case of an extraordinary resolution at least 662⁄3%,
of the aggregate number of all the then outstanding Warrants by an instrument in writing signed in one or more counterparts by
such Warrantholders in person or by attorney duly appointed in writing, and the expression “extraordinary resolution”
when used in this Indenture shall include an instrument so signed.


 


		6.15	Binding Effect of Resolutions



 


Every resolution and
every extraordinary resolution passed in accordance with the provisions of this Article 6 at a meeting of Warrantholders shall
be binding upon all Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Warrantholders
in accordance with section 6.14 shall be binding upon all the Warrantholders, whether signatories thereto or not, and each
and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be bound to give
effect accordingly to every such resolution and instrument in writing. In the case of an instrument in writing, the Warrant Agent
shall give notice in the manner contemplated in sections 9.1 and 9.2 of the effect of the instrument in writing to all
Warrantholders and the Company as soon as is reasonably practicable.


 


		6.16	Holdings by the Company or Subsidiaries of the Company Disregarded



 


In determining whether
Warrantholders are present at a meeting of Warrantholders for the purpose of determining a quorum or have concurred in any consent,
waiver, extraordinary resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or
beneficially by the Company or its Subsidiaries or in partnership of which the Company is directly or indirectly a party to shall
be disregarded. The Company shall provide, upon the written request of the Warrant Agent, a certificate as to the registration
particulars of any Warrants held by the Company or its Subsidiaries or in partnership of which the Company is directly or indirectly
a party.


 




    	 	- 34 -	 



     


    

 


Article 7

SUPPLEMENTAL INDENTURES AND SUCCESSOR COMPANIES


 


		7.1	Provision for Supplemental Indentures for Certain Purposes



 


From time to time the
Company (if properly authorized by its board of directors) and the Warrant Agent may, subject to the provisions hereof, and they
shall, when so required hereby, execute and deliver by their proper officers, indentures or instruments supplemental hereto, which
thereafter shall form part hereof, for any one or more or all of the following purposes:


 


		(a)	providing for the issuance of additional Warrants hereunder and any consequential amendments hereto
as may be required by the Warrant Agent, relying on the advice (but for certainty, not an opinion) of counsel;



 


		(b)	setting forth adjustments in the application of Article 2;



 


		(c)	adding to the provisions hereof such additional covenants and enforcement provisions as, in the
opinion of counsel are necessary or advisable, provided that the same are not in the opinion of the Warrant Agent, relying on the
advice of counsel, prejudicial to the interests of the Warrantholders as a group;



 


		(d)	giving effect to any extraordinary resolution passed as provided in Article 6;



 


		(e)	making such provisions not inconsistent with this Indenture as may be necessary or desirable with
respect to matters or questions arising hereunder provided that such provisions are not, in the opinion of the Warrant Agent, relying
on the advice of counsel, prejudicial to the interests of the Warrantholders as a group;



 


		(f)	adding to or amending the provisions hereof in respect of the transfer of Warrants, making provision
for the exchange of Warrants and making any modification in the form of the Warrant Certificate that does not affect the substance
thereof;



 


		(g)	amending any of the provisions of this Indenture or relieving the Company from any of the obligations,
conditions or restrictions herein contained, provided that no such amendment or relief shall be or become operative or effective
if, in the opinion of the Warrant Agent, relying on the advice of counsel, such amendment or relief impairs any of the rights of
the Warrantholders as a group or of the Warrant Agent, and provided further that the Warrant Agent may in its sole discretion decline
to enter into any supplemental indenture that in its opinion may not afford adequate protection to the Warrant Agent when the same
shall become operative; and



 


		(h)	for any other purpose not inconsistent with the terms of this Indenture, including the correction
or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or clerical omissions herein, provided
that, in the opinion of the Warrant Agent, relying on the advice of counsel, the rights of the Warrant Agent and the Warrantholders
as a group are in no way prejudiced thereby.



 




    	 	- 35 -	 



     


    

 


		7.2	Successor Companies



 


In the case of the amalgamation,
consolidation, arrangement, merger or transfer of the undertaking or assets of the Company as an entirety or substantially as an
entirety to another person (a “successor company”), the successor company resulting from the amalgamation, consolidation,
arrangement, merger or transfer (if not the Company) shall be bound by the provisions hereof and all obligations for the due and
punctual performance and observance of each and every covenant and obligation contained in this Indenture to be performed by the
Company and the successor company shall by supplemental indenture satisfactory in form and substance to the Warrant Agent and executed
and delivered by the successor company to the Warrant Agent, expressly assume those obligations.


 


Article 8

CONCERNING THE WARRANT AGENT


 


		8.1	Indenture Legislation



 


(1)           If
and to the extent that any provision of this Indenture limits, qualifies or conflicts with a mandatory requirement of Applicable
Legislation, such mandatory requirement shall prevail.


 


(2)          The
Company and the Warrant Agent agree that each will at all times in relation to this Indenture and any action to be taken hereunder
observe and comply with and be entitled to the benefit of Applicable Legislation.


 


		8.2	Rights and Duties of Warrant Agent



 


(1)          The
Warrant Agent accepts the duties and responsibilities under this Indenture, solely as custodian, bailee and agent. No trust is
intended to be, or is or will be, created hereby and the Warrant Agent shall owe no duties hereunder as a trustee.


 


(2)           In
the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall act honestly
and in good faith and shall exercise the degree of care, diligence and skill that a reasonably prudent warrant agent would exercise
in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from, or require any
other person to indemnify the Warrant Agent against liability for its own gross negligence, wilful misconduct, bad faith or fraud.


 


(3)          The
Warrant Agent shall not be bound to do or take any act, action or proceeding for the enforcement of any of the obligations of the
Company under this Indenture unless and until it shall have received a Warrantholders’ Request specifying the act, action
or proceeding that the Warrant Agent is requested to take. The obligation of the Warrant Agent to commence or continue any act,
action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Warrantholders hereunder shall be conditional
upon the Warrantholders furnishing, when required by notice in writing by the Warrant Agent, sufficient funds to commence or continue
such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent and its counsel to protect and hold
harmless the Warrant Agent, its officers, directors, employees, agents, successors and assigns against the costs, charges and expenses
and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained
in this Indenture shall require the Warrant Agent to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.


 




    	 	- 36 -	 



     


    

 


(4)          The
Warrant Agent may, before commencing any act, action or proceeding, or at any time during the continuance thereof require the Warrantholders
at whose instance it is acting to deposit with the Warrant Agent the Warrants held by them, for which Warrants the Warrant Agent
shall issue receipts.


 


(5)           Every
provision of this Indenture that, by its terms, relieves the Warrant Agent of liability or entitles it to rely upon any evidence
submitted to it is subject to the provisions of Applicable Legislation, this section 8.2 and section 8.3.


 


(6)          The
Warrant Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred
on it hereunder unless and until it shall have been required to do so under the terms hereof; nor shall the Warrant Agent be required
to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall specifically
set out the default desired to be brought to the attention of the Warrant Agent and in the absence of such notice the Warrant Agent
may for all purposes of this Indenture conclusively assume that no default has occurred or been made in the performance or observance
of the representations, warranties and covenants, agreements or conditions herein contained. Any such notice shall in no way limit
any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to
any default.


 


(7)           In
this Indenture, whenever confirmations or instructions are required to be given to the Warrant Agent, in order to be valid, such
confirmations and instructions shall be in writing.


 


		8.3	Evidence, Experts and Advisers



 


(1)          In
addition to the reports, certificates, opinions and other evidence required by this Indenture, the Company shall furnish to the
Warrant Agent such additional evidence of compliance with any provision hereof and in such form as may be prescribed by Applicable
Legislation or as the Warrant Agent may reasonably require by written notice to the Company.


 


(2)           In
the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, act and rely absolutely
as to the truth of the statements and the accuracy of the opinions expressed therein, upon statutory declarations, opinions, reports,
written requests, consents, or orders of the Company, certificates of the Company or other evidence furnished to the Warrant Agent
pursuant to any provision hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent. The Warrant Agent
shall be under no responsibility in respect of the validity of this Indenture or the execution and delivery hereof by or on behalf
of the Company or in respect of the validity or the execution of any Warrant Certificate by the Company and issued hereunder, nor
shall it be responsible for any breach by the Company of any covenant or condition contained in this Indenture or in any such Warrant
Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation
of any securities to be issued upon the right to acquire provided for in this Indenture and/or in any Warrant or as to whether
any securities will when issued be duly authorized or be validly issued and fully paid and non-assessable.


 




    	 	- 37 -	 



     


    

 


(3)          Whenever
Applicable Legislation requires that evidence referred to in subsection 8.3(1) be in the form of a statutory declaration,
the Warrant Agent may accept the statutory declaration in lieu of a certificate of the Company required by any provision hereof.
Any such statutory declaration may be made by one or more of the directors or officers of the Company and may be relied upon by
the Warrant Agent in good faith without further inquiry.


 


(4)          Proof
of the execution of an instrument in writing, including a Warrantholders’ Request, by any Warrantholder may be made by a
certificate of a notary public or other person with similar powers that the person signing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider
adequate and in respect of a corporate Warrantholder, shall include a certificate of incumbency of such Warrantholder together
with a certified resolution authorizing the person who signs such instrument to sign such instrument.


 


(5)          The
Warrant Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been
signed, sent or presented by or on behalf of the proper party or parties. The Warrant Agent has sole discretion and shall be protected
in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
letter or other paper document received in facsimile or e-mail form.


 


(6)           The
Warrant Agent may employ or retain such counsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably
require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services
so performed by any of them, without taxation of costs of any counsel and shall not be responsible for any misconduct on the part
of any of them who has been selected with due care by the Warrant Agent. Any reasonable remuneration paid by the Warrant Agent
shall be paid by the Company in accordance with section 4.3.


 


(7)           The
Warrant Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information
obtained from any counsel, accountant, appraiser, engineer or other expert or advisor, whether retained or employed by the Company
or the Warrant Agent, in relation to any matter arising in fulfilling its duties and obligations hereof.


 


(8)           The
Warrant Agent may, as a condition precedent to any action to be taken by it under this Indenture, require such opinions, statutory
declarations, reports, certificates or other evidence as it, acting reasonably, considers necessary or advisable in the circumstances.


 




    	 	- 38 -	 



     


    

 


(9)           The
Warrant Agent is not required to expend or place its own funds at risk in executing its duties and obligations.


 


		8.4	Securities, Documents and Monies Held by Warrant Agent



 


Any securities, documents
of title, monies or other instruments that may at any time be held by the Warrant Agent subject to the duties and obligations hereof,
for the benefit of the Company, may be placed in the deposit vaults of the Warrant Agent or of any Schedule I Canadian chartered
bank for safekeeping with any such bank. All interest or other income received by the Warrant Agent in respect of such deposits
and investments shall, subject to section 4.4, belong to the Company and shall be paid to the Company upon discharge of this
Indenture.


 


		8.5	Actions by Warrant Agent to Protect Interests



 


Subject to the provisions
of this Indenture and Applicable Legislation, the Warrant Agent shall have the power to institute and to maintain such actions
and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the
Warrantholders.


 


		8.6	Warrant Agent not Required to Give Security



 


The Warrant Agent shall
not be required to give any bond or security in respect of the execution of the duties and obligations of this Indenture or otherwise.


 


		8.7	Protection of Warrant Agent



 


By way of supplement
to the provisions of any law for the time being relating to warrant agents, it is expressly declared and agreed as follows:


 


(1)           The
Warrant Agent shall not be liable for or by reason of any representations, statements of fact or recitals in this Indenture or
in the Warrants (except the representation contained in section 8.9 or in the certificate of the Warrant Agent on the Warrants)
or be required to verify the same and all such statements of fact or recitals are and shall be deemed to be made by the Company
(except the representation contained in section 8.9 or in the certificate of the Warrant Agent on the Warrants).


 


(2)           Nothing
herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing
(or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto.


 


(3)           The
Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof.


 


(4)           The
Warrant Agent shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any
breach on the part of the Company of any of the covenants or warranties herein contained or of any acts of any directors, officers,
employees, agents or servants of the Company.


 




    	 	- 39 -	 



     


    

 


(5)           Without
limiting any protection or indemnity of the Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby
agrees to indemnify and hold harmless the Warrant Agent and its directors, officers, agents and employees from and against any
and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable
legal or advisor fees and disbursements, of whatever kind and nature which may at any time be imposed on, incurred by or asserted
against the Warrant Agent in connection with the performance of its duties and obligations hereunder, other than such liabilities,
losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements arising by reason of the gross negligence,
wilful misconduct, bad faith or fraud of the Warrant Agent. This provision shall survive the resignation or removal of the Warrant
Agent, or the termination of this Indenture. The Warrant Agent shall not be under any obligation to prosecute or defend any action
or suit in respect of this Indenture which, in the opinion of its counsel, may involve it in expense or liability, unless the Company
shall, so often as required, furnish the Warrant Agent with satisfactory indemnity and funding against such expense or liability.


 


(6)           If
any of the funds provided to the Warrant Agent hereunder are received by it in the form of an uncertified cheque or bank draft,
the Warrant Agent shall delay the release of such funds and the related Warrant Shares until such uncertified cheque has cleared
the financial institution upon which the same is drawn.


 


(7)           The
forwarding of a cheque or the sending of funds by wire transfer by the Warrant Agent will satisfy and discharge the liability of
any amounts due to the extent of the sum represented thereby unless such cheque is not honoured on presentation, provided that
in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Warrant Agent, upon being
furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue
to such payee a replacement cheque for the amount of such cheque.


 


(8)           The
Warrant Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or
for any other reason whatsoever, the Warrant Agent, in its sole judgement, determines that such act might cause it to be in non-compliance
with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Warrant Agent,
in its sole judgement, determine at any time that its acting under this Warrant Indenture has resulted in its being in non-compliance
with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right
to resign on 10 days’ written notice to the Company provided: (i) that the Warrant Agent’s written notice shall
describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s
satisfaction within such 10-day period, then such resignation shall not be effective.


 


(9)           The
Warrant Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or
for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out
of its own gross negligence, bad faith or willful misconduct.


 




    	 	- 40 -	 



     


    

 


		8.8	Replacement of Warrant Agent



 


(1)           The
Warrant Agent may resign its appointment and be discharged from all further duties and liabilities hereunder by giving to the Company
not less than 60 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders
by extraordinary resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new Warrant
Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into
liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a new Warrant Agent unless
a new Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant
Agent or any Warrantholder may apply to a judge of the Province of Ontario at the Company’s expense, on such notice as such
judge may direct, for the appointment of a new Warrant Agent; but any new Warrant Agent so appointed by the Company or by the Court
shall be subject to removal as aforesaid by the Warrantholders. Any new Warrant Agent appointed under any provision of this section 8.8
shall be a corporation authorized to carry on the business of a transfer agent or a trust company in the Province of Ontario and,
if required by Applicable Legislation of any other province, in such other province. On any such appointment the new Warrant Agent
shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant
Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Company,
all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring
the same to the new Warrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor
Warrant Agent shall not become effective until the successor Warrant Agent shall have executed an appropriate instrument accepting
such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration
and expenses, shall execute and deliver to the successor Warrant Agent an appropriate instrument transferring to such successor
Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments
and all monies and properties held by the Warrant Agent hereunder.


 


(2)          Upon
the appointment of a successor Warrant Agent, the Company shall promptly notify the Warrantholders thereof in the manner provided
for in section 9.1.


 


(3)           Any
corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or to which all or substantially
all of the corporate trust business is sold or any corporation succeeding to the stock transfer business of the Warrant Agent,
shall be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided
that such corporation would be eligible for appointment as a new Warrant Agent under subsection 8.8(1).


 


(4)           Any
Warrants Authenticated or certified but not delivered by a predecessor Warrant Agent may be Authenticated or certified by the new
or successor Warrant Agent in the name of the predecessor or the new or successor Warrant Agent.


 




    	 	- 41 -	 



     


    

 


		8.9	Conflict of Interest



 


(1)           The
Warrant Agent represents to the Company that at the time of execution and delivery hereof no material conflict of interest exists
which it is aware of in the Warrant Agent’s role hereunder and agrees that in the event of a material conflict of interest
arising which it becomes aware of hereafter it will, within 90 days after ascertaining that it has such a material conflict
of interest, either eliminate the same or resign its appointment hereunder. If any such material conflict of interest exists or
hereafter shall exist, the validity and enforceability of this Indenture and the Warrants shall not be affected in any manner whatsoever
by reason thereof.


 


(2)           Subject
to subsection 8.9(1), the Warrant Agent, in its personal or any other capacity, may buy, lend upon and deal in securities
of the Company and generally may contract and enter into financial transactions with the Company or any Subsidiary without being
liable to account for any profit made thereby.


 


		8.10	Acceptance of Duties and Obligations



 


The Warrant Agent hereby
accepts the duties and obligations in this Indenture declared and provided for and agrees to perform the same upon the terms and
conditions herein set forth and agrees to hold all rights, interests and benefits contained herein on behalf of those persons who
become holders of Warrants from time to time issued under this Indenture.


 


		8.11	Warrant Agent not to be Appointed Receiver



 


The Warrant Agent and
any person related to the Warrant Agent shall not be appointed a receiver or receiver and manager or liquidator of all or any part
of the assets or undertaking of the Company or any Subsidiary or any partnership of which the Company is directly or indirectly
involved.


 


		8.12	Authorization to Carry on Business



 


The Warrant Agent represents
to the Company that it is registered to carry on the business of a transfer agent and warrant agent under Applicable Legislation
in the Province of Ontario.


 


 


Article 9

GENERAL


 


		9.1	Notice to the Company and the Warrant Agent



 


(1)           Unless
herein otherwise expressly provided, any notice to be given hereunder to the Company or the Warrant Agent shall be deemed to be
validly given if delivered, if sent by registered letter, postage prepaid or if transmitted by facsimile or email to the following
addresses or facsimile numbers:


 




    	 	- 42 -	 



     


    

 


		(a)	If to the Company, to:



 


PROFOUND MEDICAL CORP.

2400 Skymark Avenue, Unit 6

Mississauga, Ontario L4W 5K5



Attention:Rashed Dewan

Facsimile:(647) 847-3739

Email: rdewan@profoundmedical.com


 


		(b)	If to the Warrant Agent, to:



 


TSX TRUST COMPANY

301 – 100 Adelaide Street West

Toronto, Ontario M5H 4H1



Attention: Vice President, Trust Services

Facsimile: (416) 361-0470

Email: tmxestaff-corporatetrust@tmx.com





 


and any notice given in accordance with
the foregoing shall be deemed to have been received on the date of delivery if that date is a Business Day or, if mailed, on the
fifth Business Day following the date of the postmark on such notice or, if transmitted by facsimile or email, on the next Business
Day following the date of transmission.


 


(2)          The
Company or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in subsection 9.1(1)
of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of
the Company or the Warrant Agent, as the case may be, for all purposes of this Indenture. A copy of any notice of change of address
given pursuant to this subsection 9.1(2) shall be available for inspection at the principal stock transfer offices of the
Warrant Agent in the City of Toronto, Ontario by Warrantholders during normal business hours.


 


(3)           If,
by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given
to the Warrant Agent or to the Company hereunder could reasonably be considered unlikely to reach its destination, the notice shall
be valid and effective only if it is delivered to an officer of the party to which it is addressed or if it is delivered to that
party at the appropriate address provided in subsection 9.1(1) by facsimile, email or other means of prepaid, transmitted
or recorded communication and any notice delivered in accordance with the foregoing shall be deemed to have been received on the
date of delivery to the officer or if delivered by facsimile, email or other means of prepaid, transmitted, recorded communication
on the first Business Day following the date of the sending of the notice by the person giving the notice.


 




    	 	- 43 -	 



     


    

 


		9.2	Notice to the Warrantholders



 


(1)           Any
notice to the Warrantholders under the provisions of this Indenture shall be deemed to be validly given if the notice is sent by
prepaid mail or, if delivered by hand, to the holders at their addresses appearing in the register of holders. Any notice so delivered
shall be deemed to have been received on the date of delivery if that date is a Business Day or the Business Day following the
date of delivery if such date is not a Business Day or on the third Business Day if delivered by mail. All notices may be given
to whichever one of the Warrantholders (if more than one) is named first in the appropriate register hereinbefore mentioned, and
any notice so given shall be sufficient notice to all Warrantholders and any other persons (if any) interested in such Warrants.
Accidental error or omission in giving notice or accidental failure to mail notice to any Warrantholder will not invalidate any
action or proceeding founded thereon.


 


(2)           If,
by reason of strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to
the Warrantholders could reasonably be considered unlikely to reach its destination, the notice may be given in a news release
disseminated through a newswire service, filed on SEDAR and posted on the Company’s website; provided that in the case of
a notice convening a meeting of the holders of Warrants, the Warrant Agent may require such additional publications of that notice,
in Toronto, Ontario or in other cities or both, as it may deem necessary for the reasonable notification of the holders of Warrants
or to comply with any applicable requirement of law or any stock exchange. Any notice so given shall be deemed to have been given
on the day on which it has been published in all of the cities in which publication was required.


 


		9.3	Privacy



 


Despite any other provision
of this Indenture, no party hereto shall take or direct any action that would contravene, or cause the other to contravene, applicable
federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “Privacy
Laws”). The Company shall, prior to transferring or causing to be transferred personal information to the Warrant Agent,
obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information,
or shall have determined that such consents either have previously been given upon which the parties can rely or are not required
under the Privacy Laws. The Warrant Agent shall use commercially reasonable efforts to ensure that its services hereunder comply
with Privacy Laws. Specifically, the Warrant Agent agrees: (a) to have a designated chief privacy officer; (b) to maintain
policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to
use personal information solely for the purposes of providing its services under or ancillary to this Indenture and not to use
it for any other purpose except with the consent of or direction from the Company or the individual involved; (d) not to sell
or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological
safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.


 




    	 	- 44 -	 



     


    

 


		9.4	Third Party Interests



 


The Company represents
to the Warrant Agent that any account to be opened by, or interest to held by the Warrant Agent in connection with this Indenture,
for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is
intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith
a declaration in the Warrant Agent prescribed form as to the particulars of such third party.


 


		9.5	Discretion of Directors



 


Any matter provided herein
to be determined by the directors in their sole discretion and determination so made will be conclusive.


 


		9.6	Satisfaction and Discharge of Indenture



 


Upon the earlier of the
Time of Expiry or the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation in accordance
with the provisions hereof all Warrants theretofore Authenticated or certified hereunder, this Indenture, except to the extent
that Warrant Shares and any certificates therefor have not been issued and delivered hereunder or the Company has not performed
any of its obligations hereunder, shall cease to be of further effect in respect of the Company, and the Warrant Agent, on written
demand of and at the cost and expense of the Company, and upon delivery to the Warrant Agent of a certificate of the Company stating
that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with and upon payment to the
Warrant Agent of the expenses, fees and other remuneration payable to the Warrant Agent, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture; provided that if the Warrant Agent has not then performed any of its obligations
hereunder any such satisfaction and discharge of the Company’s obligations hereunder shall not affect or diminish the rights
of any Warrantholder or the Company against the Warrant Agent.


 


		9.7	Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders



 


Nothing in this Indenture
or the Warrant Certificates, expressed or implied, shall give or be construed to give to any person other than the parties hereto
and the holders from time to time of the Warrants any legal or equitable right, remedy or claim under this Indenture, or under
any covenant or provision therein contained, all such covenants and provisions being for the sole benefit of the parties hereto
and the Warrantholders.


 


		9.8	Indenture to Prevail



 


To the extent of any
discrepancy or inconsistency between the terms and conditions of this Indenture and the Warrant Certificate, the terms of this
Indenture will prevail.


 




    	 	- 45 -	 



     


    

 


		9.9	Assignment



 


Except as provided in
subsection 8.8(3), this Indenture nor any benefits or burdens under this Indenture shall be assignable by the Company or the
Warrant Agent without the prior written consent of the other party, such consent not to be unreasonably withheld. Subject to the
foregoing, this Indenture shall enure to the benefit of and be binding upon the Company and the Warrant Agent and their respective
successors (including any successor by reason of amalgamation) and permitted assigns.


 


		9.10	Counterparts and Formal Date



 


This Indenture may be
simultaneously executed in several counterparts and by electronic means, each of which when so executed shall be deemed to be an
original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution
shall be deemed to bear the date set out at the top of the first page of this Indenture.


 


(Signature page follows)


 




    	 	- 46 -	 



     


    

 


IN WITNESS WHEREOF
the parties hereto have executed this Indenture under the hands of their proper officers in that behalf.


 


	 	 	PROFOUND MEDICAL CORP.
	 	 	Per:	/s/
    Rashed Dewan
	 	 	 	Authorized Signing Officer


 


	 	 	TSX TRUST COMPANY
	 	 	Per:	/s/
    Donald Crawford
	 	 	 	Authorized Signing Officer
	 	 	Per:	/s/ Michael Rosenberg
	 	 	 	Authorized Signing Officer


 


[Signature Page –Warrant Indenture
between Profound Medical Corp.

and TSX Trust Company]


 




     

     


    

 


Schedule A

FORM OF WARRANT CERTIFICATE


 


Include on Warrant Certificates issued
to U.S. Purchasers: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”),
OR U.S. STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY,
ONLY (A) TO PROFOUND MEDICAL CORP. (THE “CORPORATION”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS,
(C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144
UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (II) RULE 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, (D) IN ANOTHER TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE U.S. SECURITIES ACT, AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES, PROVIDED
THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION
AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE, REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS
CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”


 


“THIS WARRANT MAY NOT BE EXERCISED
UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM, AND IN EACH CASE, IN
COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS.”


 


WARRANTS TO PURCHASE COMMON SHARES

OF PROFOUND MEDICAL CORP.

(a corporation incorporated pursuant to the laws of Ontario)


 


CUSIP No. 74319B304

ISIN No. CA 74319B3048


 


	Warrant Certificate Number: •	Representing • Warrants to
	 	purchase Common Shares


 


THIS CERTIFIES
that, for value received, the registered holder hereof, • (the “holder”) is entitled, subject to Profound
Medical Corp.’s (the “Company”) right to accelerate the expiry time in certain circumstances, at any time
at or before 5:00 p.m. (Toronto time) on September 20, 2020 (the “Expiry Time”) to acquire, subject to
adjustment in certain events, the number of common shares (“Common Shares”) of the Company specified above,
as presently constituted, by surrendering to TSX Trust Company (the “Warrant Agent”) at its principal office
in Toronto, Ontario, this Warrant Certificate with the duly completed and executed Exercise Form endorsed on the back of this Warrant
Certificate, and accompanied by payment of $1.40 per Common Share (subject to adjustment in certain events) (the “Warrant
Exercise Price”) by certified cheque, bank draft or money order in lawful money of Canada payable to, or to the order
of, the Company at par at the above-mentioned office of the Warrant Agent. The holder of this Warrant Certificate may purchase
less than the number of Common Shares which he is entitled to purchase on the exercise of the Warrants represented by this Warrant
Certificate, in which event a new Warrant Certificate representing the Warrants not then exercised will be issued to the holder.


 




    	 	A-1	 



     


    

 


If at any time on or
after the date that is 18 months from September 20, 2017, the closing trading price of the Common Shares on the TSX Venture Exchange
(“TSXV”) (or if the Common Shares are not listed on the TSXV, then on such other recognized Canadian stock exchange
on which the Common Shares are then listed) equals or exceeds $2.50 for a period of at least 10 consecutive trading days, the Company
shall be entitled, within 15 days of the occurrence of such event, to accelerate the Expiry Time of the Warrants to a period ending
on the date that is 20 days from the date that notice of such acceleration (the “Acceleration Notice”) is provided
to the Warrant Agent and to the Warrantholders pursuant to a press release issued by the Company, with the new Expiry Time specified
in such Acceleration Notice. From and after the new Expiry Time specified in such Acceleration Notice, no Warrants may be issued
or exercised, and all unexercised Warrants shall be void and of no effect following the new Expiry Time. For greater certainty,
the new Expiry Time specified in an Acceleration Notice shall not be later than 5:00 p.m. (Toronto Time) on September 20, 2020.


 


The Warrants evidenced
hereby are exercisable on or before the Expiry Time, after which time the Warrants evidenced hereby shall be deemed to be void
and of no further force or effect.


 


This Warrant Certificate
represents Warrants of the Company issued or issuable under the provisions of a warrant indenture (which indenture together with
all other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated
as of September 20, 2017, between the Company and the Warrant Agent, as may be amended from time to time, which contains particulars
of the rights of the holders of the Warrants and the Company and of the Warrant Agent in respect thereof and the terms and conditions
upon which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set
forth, to all of which the holder of this Warrant Certificate by acceptance hereof assents. Unless otherwise defined herein, all
capitalized terms shall have the meanings ascribed to them in the Warrant Indenture. A copy of the Warrant Indenture will be available
for inspection at the principal office of the Company in the City of Mississauga, Ontario. In the event of any conflict between
the provisions contained in this Warrant Certificate and the provisions of the Warrant Indenture, the provisions of the Warrant
Indenture shall prevail.


 


Upon acceptance hereof,
the holder hereof hereby expressly waives the right to receive any fractional Common Shares upon the exercise hereof in full or
in part and further waives the right to receive any cash or other consideration in lieu thereof. The Warrants represented by this
Warrant Certificate shall be deemed to have been surrendered, and payment by certified cheque, bank draft or money order shall
be deemed to have been made only upon personal delivery thereof or, if sent by post or other means of transmission, upon actual
receipt thereof by the Warrant Agent at its office in the City of Toronto, Ontario.


 


Upon due exercise of
the Warrants represented by this Warrant Certificate and payment of the Warrant Exercise Price, the Company shall cause to be issued
to the person(s) in whose name(s) the Common Shares so subscribed for (provided that if the Common Shares are to be issued to a
person other than the registered holder of this Warrant Certificate, the holder’s signature on the Exercise Form herein shall
be guaranteed by a Schedule I Canadian chartered bank, or by a medallion signature guarantee from a member of a recognized
Signature Medallion Guarantee Program and the holder shall pay to the Company or the Warrant Agent all applicable transfer or similar
taxes and the Company shall not be required to issue or deliver certificates evidencing the Common Shares unless or until the holder
shall have paid the Company or the Warrant Agent the amount of such tax (or shall have satisfied the Company that such tax has
been paid or that no tax is due)) are to be issued, the number of Common Shares to be issued to such person(s) and such person(s)
shall become a holder in respect of such Common Shares with effect from the date of such exercise, and upon due surrender of this
Warrant Certificate and all other documentation required, the Warrant Agent shall cause the issuance of a certificate(s) representing
such Common Shares to be issued within three Business Days after the exercise of the Warrants (or portion thereof) represented
hereby.


 




    	 	A-2	 



     


    

 


Neither the Warrants
represented by this Warrant Certificate nor the Common Shares issuable upon exercise hereof have been or will be registered under
the U.S. Securities Act or any state securities laws. The Warrants represented by this Warrant Certificate may not be
exercised within the United States or by, or for the account or benefit of, a U.S. Person (as defined by Regulation S
under the U.S. Securities Act) or a person within the United States unless registered under the U.S. Securities Act
and any applicable state securities laws or unless an exemption from such registration is available.


 


The holder acknowledges
that the Warrants represented by this Warrant Certificate and the Common Shares issuable upon exercise hereof may be offered, sold
or otherwise transferred only in compliance with all applicable securities laws.


 


No transfer of any
Warrant will be valid unless entered on the register of transfers, upon surrender to the Warrant Agent of the Warrant Certificate
evidencing such Warrant, duly endorsed by, or accompanied by a transfer form or other written instrument of transfer in form satisfactory
to the Warrant Agent executed by the registered holder or his executors, administrators or other legal representatives or his or
their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent. Subject to the
provisions of the Warrant Indenture and upon compliance with the reasonable requirements of the Warrant Agent, Warrant Certificates
may be exchanged for Warrant Certificates representing in the aggregate an equal number of Warrants. The Company and the Warrant
Agent may treat the registered holder of this Warrant Certificate for all purposes as the absolute owner hereof. The holding of
the Warrants represented by this Warrant Certificate shall not constitute the holder hereof a holder of Common Shares nor entitle
him to any right or interest in respect thereof except as herein and in the Warrant Indenture expressly provided.


 


The Warrant Indenture
provides for adjustment in the number of Common Shares to be delivered upon exercise of the right of purchase hereby granted and
to the Warrant Exercise Price in certain events therein set forth.


 


The Warrant Indenture
contains provisions making binding upon all holders of Warrants outstanding thereunder resolutions passed at meetings of such holders
held in accordance with such provisions and instruments in writing signed by the Warrantholders holding a specified percentage
of the then outstanding Warrants.


 


The Warrants and the
Warrant Indenture shall be governed by and performed, construed and enforced in accordance with the laws of the Province of Ontario
and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts. Time shall be of the
essence hereof and of the Warrant Indenture.


 




    	 	A-3	 



     


    

 


The Company may from
time to time at any time prior to the Expiry Time purchase any of the Warrants by private agreement or otherwise.


 


This Warrant Certificate
shall not be valid for any purpose until it has been certified by or on behalf of the Warrant Agent for the time being under the
Warrant Indenture.


 


All dollar amounts
herein are expressed in the lawful money of Canada.


 


IN WITNESS WHEREOF
the Company has caused this Warrant Certificate to be signed by its duly authorized officer as of this • day of •.


 


	 	PROFOUND MEDICAL CORP.
	 	By:	 
	 	 	Authorized Signing Officer


 


	 	Certified this • day of •
	 	 
	 	TSX TRUST COMPANY
	 	 
	 	By:	 
	 	 	Authorized Signing Officer


 




    	 	A-4	 



     


    

 


EXERCISE
FORM


 


	TO:	PROFOUND MEDICAL CORP.

c/o TSX TRUST COMPANY

301 – 100 Adelaide Street West

Toronto, Ontario M5H 4H1


 


The undersigned holder of the within Warrants
hereby irrevocably exercises the right of such holder to be issued and hereby subscribes for ____________ Common Shares of Profound
Medical Corp. (the “Company”) at the Warrant Exercise Price referred to in the attached Warrant Certificate
on the terms and conditions set forth in such certificate and the Warrant Indenture and encloses herewith a certified cheque, bank
draft or money order in lawful money of Canada payable to, or to the order of, the Company at par in payment in full of the subscription
price of the Common Shares hereby subscribed for.


 


Unless otherwise defined herein, all capitalized
terms shall have the meanings ascribed to them in the warrant indenture between the Company and TSX Trust Company dated September
20, 2017 (the “Warrant Indenture”).


 


(Please check the ONE box applicable):


 


	• ̈	1.	The undersigned certifies that it (i) is not in the United States and is not a “U.S. Person”, within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), (ii) is not exercising this Warrant for the account or benefit of any U.S. Person, (iii) did not execute or deliver this Exercise Form within the United States and (iv) has in all other aspects complied with the terms of Regulation S under the U.S. Securities Act.
	• ̈	2.	The undersigned holder (a) purchased the Warrants as a part of the Units in the Offering; (b) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering and for whose account such holders exercises sole investment discretion; (c) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is an Accredited Investor and/or Qualified Instructional Buyer both on the date the Units were purchased in the Offering and on the Exercise Date; and (d) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s U.S. Subscription Agreement remain true and correct on the Exercise Date.
	• ̈	3.	The undersigned is delivering a written opinion of United States legal counsel or evidence satisfactory to the Company to the effect the Common Shares to be delivered upon exercise hereof have been registered under the U.S. Securities Act or are exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.


 




    	 	A-5	 



     


    

 


The undersigned hereby directs that the
said Common Shares be issued as follows:


 


	NAME(S) IN FULL	ADDRESS(ES)	NUMBER OF

COMMON SHARES
	 	 	 
	 	 	 
	 	 	 


 


(Please print. If securities are issued
to a person other than the registered Warrantholder, the holder must pay to the Warrant Agent all applicable taxes and the signature
of the holder must be guaranteed by a Schedule I Canadian chartered bank, or by a medallion signature guarantee from a member
of a recognized Signature Medallion Guarantee Program).


 


DATED this ________ day of ______________,
____.


 


	 	 	 
	Signature of Warrantholder	 	Signature Guarantee
	 	 	 
	Print name	 	 
	 	 	 
	 	 	 
	 	 	 
	Address	 	 


 


	 ̈	Please check this box if the securities are to be delivered at the office where these Warrants are surrendered, failing which the securities will be mailed.
	NOTES:
	 
	1.	Certificates will not be registered or delivered to an address in the United States unless Box 2 or 3 above is checked.
	 	 
	2.	If Box 3 is checked, holders are encouraged to contact the Company in advance to determine that the legal opinion tendered in connection with exercise will be satisfactory in form and substance to the Company.


 




    	 	A-6	 



     


    

 


TRANSFER FORM


 


	TO:	PROFOUND MEDICAL CORP.

c/o TSX TRUST COMPANY

301 – 100 Adelaide Street West

Toronto, Ontario M5H 4H1


 


FOR VALUE RECEIVED, the undersigned
transferor hereby sells, assigns and transfers unto


 


	 
	(Transferee)
	 
	(Address)
	 
	(Social Insurance Number)


 


___________________ of the Warrants registered
in the name of the undersigned transferor represented by the Warrant Certificate.


 


THE UNDERSIGNED TRANSFEROR HEREBY CERTIFIES
AND DECLARES that the Warrants are not being offered, sold or transferred to, or for the account or benefit of, a U.S. Person
(as defined in Regulation S under the U.S. Securities Act of 1933 as amended) or a person within the United
States unless registered under the U.S. Securities Act and any applicable state securities laws or unless an exemption
from such registration is available.


 


DATED this ________ day of ______________,
____.


 


	 	 	 
	
        Signature of Warrantholder

        (Transferor)
	 	Signature Guarantee
	 	 	 
	Print name	 	 
	 	 	 
	 	 	 
	 	 	 
	Address	 	 


 


	NOTES:
	 
	1.	The signature to this transfer must correspond with the name as recorded on the Warrants in every particular without alteration or enlargement or any change whatever. The signature of the person executing this transfer must be guaranteed by a Schedule I Canadian chartered bank, or by a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program.
	 	 
	2.	Warrants shall only be transferable in accordance with the Warrant Indenture between Profound Medical Corp. (the “Company”) and TSX Trust Company (the “Warrant Agent”) dated as of September 20, 2017, applicable laws and the rules and policies of any applicable stock exchange. Without limiting the foregoing, if the Warrant Certificate bears a legend restricting the transfer of the Warrants except pursuant to an exemption from registration under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and applicable state securities laws, this Transfer Form must be accompanied by a properly completed and executed declaration for removal of legend in the form attached as Schedule B to the Warrant Indenture or if Warrants are transferred in compliance pursuant to an exemption from the registration requirements of the U.S. Securities Act, an opinion of counsel of recognized standing, reasonably satisfactory to the Company, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws, together with such other documents or instruments as the Company or the Warrant Agent may require.


 




    	 	A-7	 



     


    

 


Schedule B

FORM OF DECLARATION FOR REMOVAL OF LEGEND


 


 


	TO:	PROFOUND MEDICAL CORP.

c/o TSX TRUST COMPANY

301 – 100 Adelaide Street West

Toronto, Ontario M5H 4H1


 


The undersigned (a) acknowledges that
the sale of _____________ Profound Medical Corp. (the “Company”) represented by certificate number _______________
to which this declaration relates is being made in reliance on Rule 904 of Regulation S (“Regulation S”)
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (b) certifies
that (1) it is not an affiliate (as defined in Rule 405 under the U.S. Securities Act) of the Company, other
than a director or officer who is an affiliate solely by virtue of holding such position, (2) the offer of such securities
was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside
the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States,
or (B) the transaction was executed on or through the facilities of the TSX Venture Exchange or another “designated
offshore securities market” and neither the seller nor any person acting on its behalf knows that the transaction has been
prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting
on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer
and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale
restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3)
under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904
of the U.S. Securities Act with fungible unrestricted securities, and (6) the sale was not a transaction, or part
of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade
the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S.


 


	 	 	 
	Dated:	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:


 




    	 	B-1