Exhibit
4.13


 


 


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”)
dated as of the August 23, 2019 (the “Effective
Date”)


 


BETWEEN:


 


PROFOUND MEDICAL CORP.


 


(the “Company”)


 


AND:


 


RASHED DEWAN (the “Employee”)


 


WHEREAS
the Company and the Employee entered into a letter agreement as to employment on May 27, 2015 (the “Original
Agreement”); and


 


WHEREAS
the Company and the Employee wish to amend and restate the Original Agreement on the terms and conditions set forth herein.


 


NOW
THEREFORE in consideration of the covenants and agreements herein, the sufficiency of which is acknowledged by each
of the parties, the parties agree as follows:


 


		1.	EMPLOYMENT



 


		1.1	Effectiveness
                                         of the Agreement: The terms and conditions of employment of the Employee by the Company
                                         prior to the Effective Date shall be governed by the Original Agreement and the attachments
                                         and exhibits thereto, and as of the Effective Date will be governed by the Agreement.
                                         The Employee’s employment with the Company commenced on July 6, 2015 and will continue
                                         until this Agreement is terminated in accordance with section 4 herein.



 


		1.2	Title: The
Company agrees to continue to employ the Employee as VP
Finance, Manufacturing, and Service upon the terms and conditions set out in this Agreement. The Employee will report
to the Chief Financial Officer (CFO) &
SVP Corporate Development of the Company or such person the Company advises from time to time. The Employee acknowledges
that he shall undertake such duties and responsibilities for the Company and its affiliates in connection with and commensurate
with the Employee’s position as are determined by the CEO or to anyone else the CEO designates from time to time. The Employee
further acknowledges the Company may re-assign, re-allocate, or re-organize the Employee’s duties and responsibilities as
circumstances change, provided such duties and responsibilities are consistent with the role of a VP Finance, Manufacturing, &
Service.



 


		1.3	Service: During
the term of this Agreement, in addition to the Employee’s common law duties to the Company, the Employee covenants and agrees
as follows:



 




     


     


    

 


		(a)	Loyalty to
the Company: Throughout the Employee’s employment, the Employee will faithfully serve the Company and use the
Employee’s best efforts to promote the business of the Company. The Employee will act honestly and in good faith, in the
best interests of the Company.



 


		(b)	Service: The
Employee shall devote his full working time and attention to the affairs of the Company. The Employee shall not engage in any other
business, profession or occupation, or become an officer, employee, contractor for service, agent, or representative of any other
company, partnership, firm, person, organization, or enterprise during the term of this Agreement, provided that the Employee may
participate on boards of directors of other organizations (to a maximum of one (1) at any one time) and in business associations,
charitable organizations or other similar organizations, as may be approved by the CEO in its discretion, acting reasonably, and
provided that such participation does not interfere with the proper discharge of his duties to the Company. The Employee currently
has disclosed that he is not currently a director of a board.



 


		(c)	No Personal
Benefit: The Employee will not receive or accept for the Employee’s own benefit or for any other person or entity’s
benefit, either directly or indirectly, any commission, rebate, discount, gratuity or profit from any person or entity having or
proposing to have one or more business transactions with the Company, without the prior approval of the Company.



 


		(d)	Business Opportunities:
During the Employee’s employment with the Company, the Employee will communicate and channel to the Company all
knowledge, business and customer contacts and any other information that could concern or be in any way beneficial to the business
of the Company. Any such information communicated to the Company as aforesaid will be and remain the property of the Company notwithstanding
any subsequent termination of the Employee’s employment.



 


		(e)	Place of Work:
The Employee will work from the Company’s premises located in 2400 Skymark Avenue, Unit #6, Mississauga, Ontario
L4W 5K5 and it is anticipated that the Employee will be required to travel extensively (both domestically and internationally)
in the course of performing the Employee’s duties. In addition, it is anticipated that the Company will increase its focus
on sales in the U.S.



 


		(f)	Pre-existing
Obligations. The Employee is hereby requested and directed by the Company to comply with any existing common law, contractual
or statutory obligations to the Employee’s former employer and to any other person or entity. The Company is not employing
the Employee to obtain the confidential information or business opportunities of the Employee’s former employer or any other
person or entity.



 


		(g)	Qualifications,
                                         Licences and Permits: The Employee must hold and maintain the appropriate
                                         class of licence, certificate, degree, accreditation, qualification, visa and/or permit
                                         (“Authorizations”)
                                         for the proper performance of the Employee’s duties, and to work in the
                                         jurisdictions in which the Employee is performing the Employee’s duties. The Company
                                         may require the Employee to provide copies of Authorizations which are necessary for
                                         the Employee to perform the Employee’s duties. Should the Employee fail to make
                                         reasonable efforts to maintain such Authorizations or if the Employee misrepresents such
                                         Authorizations, the Employee’s employment will be deemed frustrated and will terminate
                                         without compensation or notice of any kind. All expenses related to the acquisition and
                                         maintenance of Authorizations will be borne by the Company.



 






    	 	 	Page 2



     


    

 


		1.4	Exclusion/Debarment:
                                         The Employee represents and warrants that the
                                         Employee has never been, and as a condition of continued employment shall never be, during
                                         the term of this Agreement, excluded from any contracting by any Canadian or United States
                                         government agency or authority. The Employee further represents and warrants that the
                                         Employee is not subject to any final adverse action, as that term is defined in 42 U.S.C.
                                         § 1320a-7e(g), and that no final adverse action has previously occurred or is pending
                                         or threatened against the Employee. The Employee represents and warrants that the Employee
                                         is not under investigation by
                                         the FDA or any other Canadian, United States or foreign regulatory agency nor
                                         has the Employee been debarred, suspended, proposed for debarment, declared ineligible,
                                         or voluntarily excluded by any Canadian, United States or foreign government department
                                         or agency.



 


		1.5	Company
Policy: The Employee acknowledges and agrees that the employment relationship will be
governed by the standards and terms established by the Company’s policies as they are established from time to time and the
Employee agrees to comply with the terms of such policies which may be introduced, amended, deleted or modified in the sole discretion
of the Company.



 


		1.6	Professional
Conduct: The Employee acknowledges and agrees that effective performance of the Employee’s
duties requires the highest level of integrity and the Company’s complete confidence in the Employee’s relationship
with other employees of the Company and with all other persons with whom the Employee deals in the course of employment.



 


		2	COMPENSATION



 


		2.1	Base
Salary: The Employee will earn an annual salary equivalent to CDN$
190,102.00 (the “Base Salary”),
less applicable deductions, payable in arrears for all services and work the Employee performs for the Company. Any
increases will be in the discretion of the CEO. The Base Salary will be payable in accordance with the Company’s normal payroll
practices and will be payable in Canadian dollars on the applicable payroll date. The Employee’s hours and schedule may change
from time to time depending on the Company’s business needs.



 


		2.2	Annual
                                         Discretionary Bonus: Provided the Employee remains
                                         an employee of the Company in good standing and the Employee has not received or given
                                         notice of termination, for each calendar year, the Employee will be eligible to receive
                                         an annual
                                         bonus of up to 20% of the Employee’s Base Salary based on the assessment
                                         of the Board of the Employee’s and the Company’s achievement of certain milestones
                                         and objectives determined by
                                         the Board. Such milestones and objectives (including the evaluation of achievement
                                         thereof), and the bonus amount, will be at the sole discretion of the Board and will
                                         be payable in accordance with the Company’s standard payroll policies, subject
                                         to applicable payroll deductions and withholdings. Such bonus shall be paid within ninety
                                         (90) days after the end of the applicable calendar year.



 


		2.3	Stock
                                         Options: The options to purchase common shares
                                         of the Company previously received by the Employee (“Stock
                                         Options”) shall continue to vest during the term of this Agreement in
                                         accordance with their terms. The Company shall consider compensation as a whole, including
                                         stock incentives, of Vice President Finance, Manufacturing and Service or similar roles
                                         of comparable companies when considering compensation or the grant of stock options for
                                         the Employee.



 


		2.4	Benefits:
The Employee will be entitled to participate in the standard insurance plans and other
benefit programs (the “Employee Benefits”)
which the Company may offer to management level employees from time-to-time. The Company reserves the right to unilaterally
revise the terms of the Employee Benefits, to change carriers, or to eliminate any Employee Benefits altogether. The Employee Benefits
will be provided in accordance with the formal plan documents or policies and any issues with respect to entitlement or payment
of benefits under any of the Employee Benefits will be governed by the terms of such documents or policies establishing the benefits
in issue and will be a matter between the Employee and the insurer. The Company’s liability with respect to the Employee
Benefits will be limited to the payment of its share of applicable premiums.



 




    	 	 	Page 3



     


    

 


		2.5	Expenses:
The Company will reimburse the Employee for all reasonable business expenses actually and exclusively incurred in connection
with the performance of duties under this Agreement, provided such expenses are incurred and accounted for in accordance with the
general policies and procedures of the Company, as established from time to time.



 


		2.6	Statutory
Holidays: The Company recognizes the statutory holidays observed in Ontario.



 


		2.7	Vacation:
The Employee shall be entitled to 4 weeks of paid vacation per annum, to be taken at such reasonable times as the Company
shall in its discretion permit and in accordance with the Company’s vacation policy in effect from time to time. Vacation
entitlement for any partial year of employment shall be pro-rated based on the portion of the year worked by the Employee.



 


		3.	TERMINATION
                                         OF AGREEMENT AND EMPLOYMENT



 


		3.1	Obligations
Upon Termination: Upon termination of the Employee’s employment, for any reason:



 


		(a)	the Company shall pay the Employee all unpaid Base Salary and vacation pay earned up to and including
the Employee’s last day of employment (the “Termination
Date”);



 


		(b)	all benefits coverage and other perquisites of the Employee’s employment shall cease on the
later of the Termination Date or as specified in 3.3(a);



 


		(c)	all files, computer disks, information and documents pertaining to the Company’s business
shall remain the property of the Company, and shall promptly be delivered by the Employee to the Company’s office, and no
copy, duplication or reproduction of any kind whatsoever shall be made of such files, computer disks, information or documents,
or retained by the Employee, without the express written consent of the Company. The Employee agrees to deliver all electronic
information to the Company and to destroy any copies held by the Employee belonging to the Company.



 


		3.2	Terminationby
the Employee: The Employee may terminate this Agreement at any time by providing the Company with ninety (90) days’
prior written notice. Upon receipt of such notice, the Company may at any time terminate the employment of the Employee and pay
the Employee the amount of Base Salary the Employee would have otherwise received during the balance of the aforementioned notice
period.



 




    	 	 	Page 4



     


    

 


		3.3	Termination
by the Company: The Company may terminate the Employee’s employment at any time:



 


		(a)	without Cause by providing the
                                         Employee with the greater of: (i) pay in lieu of notice, benefit continuation (and severance
                                         pay, if applicable) that is required by the Ontario Employment
                                         Standards Act, 2000 as amended or (ii) (A) a minimum of six (6) months of
                                         pay of Base Salary in lieu of notice (the “Severance
                                         Period”) and (B) an amount equal to the then current target annual bonus
                                         prorated based on the number of days elapsed in the calendar year until the date of termination
                                         as a percentage of the total number of days in such calendar year. The Employee will
                                         continue to provide services to the Company on an as-needed basis for a period of up
                                         to 1 month following the termination of his employment (the “Transition
                                         Period”), including assistance with transition of duties, unless the
                                         requirement for active service is expressly waived in whole or in part by the Company,
                                         in its sole discretion. The Employee agrees that the Company may, in its sole discretion,
                                         limit or discontinue the Executive’s access to business records and Confidential
                                         Information during the Transition Period. The Employee agrees that any services provided
                                         to the Company during the Transition Period shall be for no additional compensation in
                                         excess of the severance payments and benefits contemplated under this Agreement. Regardless
                                         of whether or not the Employee provides active service during the Transition Period,
                                         the Employee shall continue to abide by all obligations owing under this Agreement;



 


		(b)	for frustration of contract upon the death of the Employee or any incapacitation of the Employee
that constitutes an undue hardship for the Company;



 


		(c)	at any time for just Cause, without
                                         notice or pay in lieu of notice or any other form of compensation, severance pay or damages.
                                         For the purposes of this Agreement, “Cause”
                                         includes:



 


		i.	any material breach of the provisions of this Agreement by the Employee;



 


		ii.	any intentional or grossly negligent disclosure of any confidential information by the Employee;



 


		iii.	conduct on the Employee’s part that is materially detrimental to the business or the financial
position of the Company;



 


		iv.	personal conduct on the Employee’s part which is of such a serious and substantial nature
that it will injure the reputation of the Company if the Employee was retained as an employee; or



 


		v.	any and all commissions, omissions or other conduct which would constitute just cause at law, in
addition to the specified causes noted above.



 


		3.4	Timing of
Payments: All amounts payable hereunder in respect of Base Salary or with respect to payments made under the Ontario
Employment Standards Act, 2000,
as amended, shall be paid in installments in accordance with the Company’s normal payroll practices. Payments in respect
of annual or prorated bonuses shall be paid at the time the annual bonus would otherwise be paid.



 


		3.5	No Implied
                                         Entitlement: Other than as expressly provided herein, the Employee will not
                                         be entitled to receive any further pay or compensation, severance pay, notice, payment
                                         in lieu of notice, incentives, bonuses, benefits or damages of any kind from the Company
                                         or from any affiliate of the Company. Any payment in lieu of the Severance Period payment
                                         provided to the Employee will be inclusive of any entitlements upon termination or severance
                                         pay pursuant to the Ontario Employment
                                         Standards Act, 2000 as amended, contract, tort, common law or otherwise, and
                                         will be subject to statutory withholdings. The Employee will not be entitled to receive
                                         any further pay or compensation (except for pay, if any, accrued and owing under this
                                         Agreement up to the date of termination of employment) from the Company, and for clarity,
                                         without limiting the foregoing, the Employee will not be entitled to any bonus or pro
                                         rata bonus payment that has not already been awarded to the Employee by the Company.



 




    	 	 	Page 5



     


    

 


		3.6	Continued
Effect: Notwithstanding any changes in the terms and conditions of the Employee’s employment which may occur in
the future, including any changes in position, duties or compensation, the termination provisions in this Agreement will continue
to be in effect for the duration of the Employee’s employment with the Company unless otherwise amended in writing and signed
by the Company.



 


		3.7	Obligations
                                         Upon Termination. The Employee agrees that he shall not be entitled to receive
                                         any severance fee or other benefits under Section 3 of this Agreement if the Employee
                                         breaches any of his obligations arising under Sections 4, 5, 6, 7, 8, 9, and 10 hereof.
                                         The Employee acknowledges that until a release in the form of Exhibit
                                         B hereto (a “Release”)
                                         is timely executed and delivered to the Company, the Company will not be obligated
                                         to make any severance payments or provide any other benefits due under this Agreement
                                         following termination of the Employee. The Employee further acknowledges that if the
                                         Release is not timely executed and delivered to the Company, the severance payments and
                                         other benefits described in this Section 3 shall be forfeited, except as required by
                                         statutory minimum standards.



 


		4.	CONFIDENTIAL INFORMATION PROTECTIONS



 


		4.1	At all times during and after the Employee’s employment, the Employee will hold in confidence
and will not disclose, use, lecture upon, or publish any of Company’s Confidential Information (defined below), except as
may be required in connection with the Employee’s work for Company, or as expressly authorized by the Board. The Employee
will obtain the written approval of the Board before publishing or submitting for publication any material (written, oral, or otherwise)
that relates to the Employee’s work at Company and/or incorporates any Confidential Information. The Employee hereby assigns
to Company any rights the Employee may have or acquire in any and all Confidential Information and recognize that all Confidential
Information shall be the sole and exclusive property of Company and its assigns.



 


		4.2	The term “Confidential Information” shall mean any and all confidential knowledge,
data or information related to Company’s or its affiliates business or its actual or demonstrably anticipated research or
development, including without limitation (a) trade secrets, inventions, ideas, processes, computer source and object code, data,
formulae, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (b)
information regarding products, services, plans for research and development, marketing and business plans, budgets, financial
statements, contracts, prices, suppliers, employees and customers; (c) information regarding the skills and compensation of Company’s
employees, contractors, and any other service providers of Company; and (d) the existence of any business discussions, negotiations,
or agreements between Company and any third party.



 


		4.3	The Employee understands that Company
                                         has received and in the future will receive from third parties confidential or proprietary
                                         information (“Third
                                         Party Information”) subject to a duty on Company’s part to maintain
                                         the confidentiality of such information and to use it only for certain limited purposes.
                                         During and after the term of the Employee’s employment, the Employee will hold
                                         Third Party Information in strict confidence and will not disclose to anyone (other than
                                         Company personnel who need to know such information in connection with their work for
                                         Company) or use, Third Party Information, except in connection with the Employee’s
                                         work for Company or unless expressly authorized by an officer of Company in writing.



 




    	 	 	Page 6



     


    

 


		4.4	The Employee represents that employment by Company does not and will not breach any agreement with
any former employer, including any non-compete agreement or any agreement to keep in confidence or refrain from using information
acquired by the Employee prior to employment by Company. The Employee further represents that the Employee has not entered into,
and will not enter into, any agreement, either written or oral, in conflict with the Employee’s obligations under this Agreement.
During employment by Company, the Employee will not improperly make use of, or disclose, any information or trade secrets of any
former employer or other third party, nor will the Employee bring onto the premises of Company or use any unpublished documents
or any property belonging to any former employer or other third party, in violation of any lawful agreements with that former employer
or third party. The Employee will use in the performance of the Employee’s duties only information that is generally known
and used by persons with training and experience comparable to the Employee’s own, is common knowledge in the industry or
otherwise legally in the public domain, or is otherwise provided or developed by Company.



 


		5.	INVENTIONS



 


		5.1	As used in this Agreement, the term
                                         “Invention”
                                         means any ideas, concepts, information, materials, processes, data, programs,
                                         know-how, improvements, discoveries, developments, designs, artwork, formulae, other
                                         copyrightable works, and techniques and all Intellectual Property Rights in any of the
                                         items listed above. The term “Intellectual
                                         Property Rights” means all trade secrets, copyrights, trademarks, mask
                                         work rights, patents and other intellectual property rights recognized by the laws of
                                         any jurisdiction or country. The term “Moral
                                         Rights” means all paternity, integrity, disclosure, withdrawal, special
                                         and any other similar rights recognized by the laws of any jurisdiction or country.



 


		5.2	The Employee has disclosed in Exhibit
                                         C a complete list of all Inventions that (a) the Employee has, or has caused
                                         to be, alone or jointly with others, conceived, developed, or reduced to practice prior
                                         to the commencement of the Employee’s employment by Company; (b) in which the Employee
                                         has an ownership interest or which the Employee has a license to use; (c) and that the
                                         Employee wishes to have excluded from the scope of this Agreement (collectively referred
                                         to as “Prior
                                         Inventions”). If no Prior Inventions are listed in Exhibit
                                         C, the Employee warrants that there are no Prior Inventions. The Employee
                                         agrees that the Employee will not incorporate, or permit to be incorporated, Prior Inventions
                                         in any Company Inventions (defined below) without Company’s prior written consent.
                                         If, in the course of the Employee’s employment with Company, the Employee incorporates
                                         a Prior Invention into a Company process, machine or other work, the Employee hereby
                                         grants Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and
                                         worldwide license, with rights to sublicense through multiple levels of sublicensees,
                                         to reproduce, make derivative works of, distribute, publicly perform, and publicly display
                                         in any form or medium, whether now known or later developed, make, have made, use, sell,
                                         import, offer for sale, and exercise any and all present or future rights in, such Prior
                                         Invention.



 


		5.3	Inventions assigned to the Company
                                         or to a third party as directed by the Company pursuant to the subsection 5.5 are referred
                                         to in this Agreement as “Company
                                         Inventions”. Subject to the subsection 5.5 and the Prior Inventions
                                         Employee has set forth in Exhibit
                                         C, the Employee hereby assigns and agrees to assign in the future (when any
                                         such Inventions or Intellectual Property Rights are first reduced to practice or first
                                         fixed in a tangible medium, as applicable) to the Company all rights, title, and interest
                                         in and to any and all Inventions (and all Intellectual Property Rights with respect thereto)
                                         made, conceived, reduced to practice, or learned by the Employee, either alone or with
                                         others, during the period of the Employee’s employment by the Company. Any assignment
                                         of Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes
                                         an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned
                                         to the Company and to the extent the following is allowed by the laws in any country
                                         where Moral Rights exist, the Employee hereby unconditionally and irrevocably waives
                                         the enforcement of such Moral Rights, and all claims and causes of action of any kind
                                         against the Company or related to the Company’s customers, with respect to such
                                         rights. The Employee further acknowledges and agrees that neither the Employee’s
                                         successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and
                                         any Intellectual Property Rights with respect thereto).



 




    	 	 	Page 7



     


    

 


		5.4	During the period of employment, the Employee will promptly and fully disclose to the Company in
writing (a) all Inventions authored, conceived, or reduced to practice by the Employee, either alone or with others, and (b) all
patent applications filed by the Employee or in which the Employee is named as an inventor or co-inventor. The Employee agrees
to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required
by the Company) of all Inventions made by the Employee during the period of the Employee’s employment by the Company, which
records shall be available to, and remain the sole property of, the Company at all times.



 


		5.5	The Employee agrees that, as directed by the Company, the Employee will assign to the Company or
a third party, including without limitation, all rights, title, and interest in and to any particular Company Invention.



 


		5.6	During and after the period of employment and at the Company’s request and expense, the Employee
will assist the Company in every proper way, including consenting to and joining in any action, to obtain and enforce Canadian,
United States and foreign Intellectual Property Rights and Moral Rights relating to Company Inventions in all countries. If the
Company is unable to secure the Employee’s signature on any document needed in connection with such purposes, the Employee
hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee’s agent
and attorney in fact, which appointment is coupled with an interest, to act on the Employee’s behalf to execute and file
any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as
if executed by the Employee.



 


		5.7	The Employee agrees that the Employee will not incorporate into any Company software or otherwise
deliver to the Company any software code licensed under the GNU General Public License or Lesser General Public License or any
other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or
distribution of any source code owned or licensed by the Company.



 


		6.	RETURN OF COMPANY PROPERTY



 


		6.1	Without limiting the provisions of Section 3.1(c), upon termination of the Employee’s employment
or upon the Company’s request at any other time, the Employee will deliver to the Company all of the Company’s property,
equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Inventions, Third
Party Information or Confidential Information and certify in writing that the Employee has fully complied with the foregoing obligation.
The Employee agrees that the Employee will not copy, delete, or alter any information contained upon any Company computer or Company
equipment before the Employee returns it to the Company. In addition, if the Employee has used any personal computer, server, or
e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential
Information, the Employee agrees to provide the Company with a computer-useable copy of all such Confidential Information and then
permanently delete and expunge such Confidential Information from those systems; and the Employee agrees to provide the Company
access to the Employee’s system as reasonably requested to verify that the necessary copying and/or deletion is completed.
The Employee further agrees that any property situated on the Company’s premises and owned by the Company is subject to inspection
by the Company’s personnel at any time with or without notice. Prior to the termination of employment or promptly after termination
of employment, the Employee will cooperate with the Company in attending an exit interview and certify in writing that the Employee
has complied with the requirements of this section.



 




    	 	 	Page 8



     


    

 


		7.	NON-COMPETITION/NON-SOLICITATION



 


		7.1	The Employee covenants and agrees that for the period of the Employee’s employment by the
Company and for one (1) year after termination of such employment for any reason (except in the event of a Change of Control pursuant
to the proviso at the end of Section 3.4(b), in which event such period shall extend to eighteen (18) months after termination
of such employment), the Employee will not, without the Company’s express written consent, anywhere in the world, be employed
by or contribute to any business activity that is competitive with the business of the Company or involves the use of real-time
magnetic resonance imaging or ultrasound or similar technologies in the delivery of ablative tools.



 


		7.2	The Employee covenants and agrees that
for the period of the Employee’s employment by the Company and for one (1) year after termination of such employment for
any reason (except in the event of a Change of Control pursuant to the proviso at the end of Section 3.4(b), in which event such
period shall extend to eighteen (18) months
after termination of such employment), the Employee will not, either directly or indirectly, solicit or attempt to solicit any
employee, independent contractor, or consultant of the Company to terminate his, her or its relationship with Company in order
to become an employee, consultant, or independent contractor to or for any other person or entity.



 


		8.	NOTIFICATION
                                         OF NEW EMPLOYER



 


		8.1	After the termination of this Agreement, the Employee consents to the notification of any new employer
of the Employee’s rights and obligations under this Agreement, by the Company providing a copy of this Agreement or otherwise
as the Company deems fit.



 


		9.	INJUNCTIVE
                                         RELIEF



 


		9.1	The Employee acknowledges that, because the Employee’s services are personal and unique and
because the Employee will have access to the Confidential Information of the Company, any breach of this Agreement would cause
irreparable injury to the Company for which monetary damages would not be an adequate remedy and, therefore, will entitle the Company
to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative
and in addition to any other rights and remedies available to such party at law or in equity.



 


		10.	PUBLICITY



 


		10.1	The Employee shall not, without the prior written consent of the Company, make or give any public
announcements, press releases or statements to the public or the press regarding the Employee’s work or the Company’s
business.



 




    	 	 	Page 9



     


    

 


		11.	NOTICES



 


		11.1	All notices, requests, demands and other communications to be given pursuant to the terms of this
Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if personally delivered or
sent by a recognized overnight courier or (ii) on the date of transmission if sent by email (provided notice is then also promptly
delivered personally or by a recognized overnight courier), in each case to the parties at the addresses listed below:



 


		(a)	If to the Employee, at the Employee’s then current address in the Company’s payroll
records;



 


		(b)	If to the Company:



 


Profound
Medical Corp.


2400
Skymark Avenue, Unit 6


Mississauga,
ON L4W 5K5


Attention:       Chair
of the Board of Directors


E-mail:            [_______________________]


 


Each
party may change its address for receipt of notice by giving notice of the change to the other party.


 


		12.	SURVIVAL



 


		12.1	The Employee’s obligations under this Agreement shall survive the termination of the Employee’s
employment, regardless of the manner or reason for termination, including, without limitation, those set forth in Sections 4 through
7 hereof.



 


		12.2	The assignment of this Agreement by the Company to any successor or other assignee and shall be
binding upon the Employee’s heirs and legal representatives.



 


		13.	SEVERABILITY



 


		13.1	If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the
other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so
that it is valid and enforceable to the maximum extent permitted by law.



 


		14.	WAIVER



 


		14.1	Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed
a waiver of that provision or any other provision on any other occasion.



 


		15.	ASSIGNMENT



 


		15.1	The Company may assign this Agreement to (i) an affiliate, subsidiary, related company or partnership
without prior notice or consent of the Employee, or (ii) a new employer in connection with any transaction or reorganization; provided
that any such successor or assignee expressly assumes in writing the Company’s obligations under this Agreement and has responsibility
for managing the underlying business of the Company. The Employee may not assign any of his rights nor delegate any of the duties
hereunder.



 




    	 	 	Page 10



     


    

 


		16.	ENTIRE
                                         AGREEMENT



 


		16.1	This Agreement is the final, complete andexclusive
agreementof the parties withrespect to the subject matter hereof and supersedes and merges all prior communications between
us with respect to such matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement,
will be effective unless in writing and signed by the Employee and the Company. Any subsequent change or changes in duties, salary
or compensation will not affect the validity or scope of this Agreement.



 


		17.	HEADINGS



 


		17.1	The headings utilized in this Agreement are for convenience only and are not to be construed in
any way as additions or limitations of the covenants and agreements contained in this Agreement.



 


		18.	COUNTERPARTS



 


		18.1	This Agreement may be executed in two or more counterparts, each of which will be deemed to be
an original and all of which will constitute one Agreement.



 


		19.	LAWS



 


		19.1	This Agreement shall be governed by and interpreted in accordance with the laws of Ontario and
the laws of Canada applicable therein. The Employee and the Company hereby attorn to the exclusive jurisdiction of the superior
courts of Ontario to resolve any dispute arising from this Agreement except to the extent the Company seeks injunctive relief outside
Ontario where applicable to enforce the Employee’s covenants hereunder.



 


[Signature
Page to Follow]


 




    	 	 	Page 11



     


    

 


IN
WITNESS WHEREOF the parties have duly executed this Agreement as of the 26th day of August,
2019.


 


	Signed,
    Sealed and Delivered in the presence of:	)	 
		)	 
	/s/ Arun
    Menawat	)	 
	Name
    (witness)	)	 
	2400
    Skymark Unit 6	)	 
	Address	)	 
	Miss.
       ON	)	 
	 	)	/s/
    Rashed Dewan
	CEO	)	RASHED
    DEWAN
	Occupation	)	 


 


PROFOUND MEDICAL CORP.


 


	Per:	/s/
    Arun Menawat	 
	 	Arun Menawat	 


 




     


     


    

 


Exhibit
B


 


RELEASE


 


I,
Rashed Dewan of the City of ________, in the Province of Ontario, for and in consideration of the sum of * ($*) and other good
and valuable consideration which is being delivered to me concurrently with the execution and delivery hereof (the receipt and
sufficiency of which is hereby acknowledged) do hereby remise, release and forever discharge PROFOUND
MEDICAL CORP. (hereinafter called the “Company”),
its officers, directors, servants, employees and agents, including any related or associated companies, and their heirs,
executors, administrators, successors and assigns, as the case may be, of and from any and all manner of actions, causes of action,
suits, contracts, claims, damages, costs and expenses of any nature or kind whatsoever, whether in law or in equity, which, as
against the Company or such persons as aforesaid or any of them I have ever had, now have, or at any time hereafter I or my personal
representatives can, shall or may have, by reason of or arising out of the termination of my employment with the Company or in
any other way connected with my employment with the Company (except as otherwise set forth below), and more specifically, without
limiting the generality of the foregoing, any and all claims for damages for termination of my employment, constructive termination
of my employment, loss of position, loss of status, loss of future job opportunity, loss of opportunity to enhance my reputation,
the timing of the termination and the manner in which it was effected, loss of bonuses, loss of benefits, including life insurance
and short and long-term disability benefit coverage, and any other type of damages; provided,
however, that notwithstanding anything contained herein, this Release does not apply to any claims related to (i) equity
in the Company or its affiliates that I hold, directly or indirectly, including without limitation, the options granted to me
in connection with my employment with the Company, or (ii) any unpaid reimbursement of expenses and accrued but unpaid salary
or termination payments provided for in the Employment Agreement.


 


I
FURTHER AGREE that this Release includes any and all claims I may have arising under contract, the Ontario Employment
Standards Act, 2000, as amended, common law or other applicable law related to my employment with the Company and that
the consideration provided includes any amount that I may be entitled to under such legislation and I agree to immediately withdraw
any complaint as settled and not to file any complaint pursuant to such legislation with respect to my employment or the termination
of my employment.


 




     


     


    

 


IT
IS UNDERSTOOD that the Company has withheld income tax and other statutory deductions from the aforesaid consideration and I agree
to indemnify and hold harmless the Company from any further assessment for income tax or other statutory deductions which may be
made under statutory authority.


 


IT
IS FURTHER UNDERSTOOD that as a former officer of the Company I owe a fiduciary duty to the Company and I agree that the Company
will suffer irreparable harm if confidential information or information unique to the Company is disclosed in any way by me without
authorization of the Company and that I have returned to the Company originals or copies of the Company’s corporate records,
files, financial documents, client lists, or any other material that is related to the Company’s business, clients, personnel
or operations.


 


IT
IS FURTHER UNDERSTOOD AND AGREED that this is not to be construed or considered as an admission of liability on the part of the
Company. The terms of this Release set out the entire agreement between myself and the Company and are intended to be contractual
and not a mere recital.


 




    	 	 	Page 2



     


    

 


IT
IS EXPRESSLY ACKNOWLEDGED that the contents, terms and effect of this Release have been explained to me by my lawyer and are fully
understood.


 


IN
WITNESS WHEREOF I, Rashed Dewan, have hereunto set my hand and seal this _____ day of ________________________, 20__ in the City
of _______________, Province of Ontario.


  


	 	 
	Rashed Dewan	 


 




    	 	 	Page 3



     


    

 


EXHIBIT C


 


INVENTIONS


 


1.
          Prior
Inventions Disclosure. The following is a complete list of all Prior Inventions
(as provided in Subsection 5.2 of the attached Employment Agreement):


 


	 	 ̈	None
	 	 	 
	 	 ̈	See immediately below: