Exhibit 4.10


 





 



 


PROFOUND MEDICAL CORP.


 


AMENDED AND RESTATED SHARE


 


OPTION PLAN


 


July 13, 2018 


 


 






 




    	 	 	 



     


    

 


PROFOUND MEDICAL CORP.


 


Share Option Plan


 


PREAMBLE


 


		A.	The Company adopted a Share Option Plan on June 4, 2015
(the “Original Plan”), which was amended and restated on December 8, 2016.



 


		B.	The Company wishes to further amend and restate the Plan
in the manner contemplated herein.



 


ARTICLE
1


INTRODUCTION


 


		1.1	Purpose



 


The purpose of this Plan is to
assist the Company in attracting, retaining and motivating key employees, officers, directors and consultants of the Company or
of a Designated Affiliate by granting to them options to purchase Common Shares in the capital of the Company.


 


		1.2	No Changes to Outstanding Options



 


This Plan shall have no effect
on any outstanding Options granted under the Plan prior to the date hereof, which shall continue in effect in accordance with their
terms and conditions and the terms and conditions of the Plan in effect prior to the date hereof.


 


		1.3	Definitions



 


When used herein, unless the context
otherwise requires, the following terms have the following meanings, respectively:


 


“Affiliate”
has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions, as amended from time to time,
and any successor to such instrument.


 


“Associate” has the meaning ascribed
thereto in the Securities Act (Ontario).


 


“Board” means the board of directors of the Company.


 


“Business Day”
means a day, other than a Saturday or Sunday, on which the principal commercial banks located in Toronto, Ontario, Canada are open
for business during normal banking hours.


 




    	 	 	 



     


    

 





“Change of Control”
means the happening of any of the following events:



 


		(a)	any transaction at any time and by whatever means
pursuant to which any Person or any group of two or more Persons acting jointly or in concert (other than the Company or a wholly-owned
subsidiary of the Company) hereafter acquires the direct or indirect “beneficial ownership” (as defined in the Business
Corporations Act (Ontario) of, or acquires the right to exercise control or direction over, securities of the Company representing
50% or more of the then issued and outstanding voting securities of the Company, including, without limitation, as a result of
a take-over bid, an exchange of securities, an amalgamation of the Company with any other entity, an arrangement, a capital reorganization
or any other business combination or reorganization;



 


		(b)	the sale, assignment or other transfer of all or substantially all of the assets of the Company
to a Person other than a wholly-owned subsidiary of the Company;



 


		(c)	the dissolution or liquidation of the Company, other than in connection with the distribution of
assets of the Company to one or more Persons which were wholly-owned subsidiaries of the Company prior to such event;



 


		(d)	the occurrence of a transaction requiring approval of the Company’s shareholders whereby
the Company is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement
or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a wholly-owned subsidiary
of the Company);



 


		(e)	the Board determines that a Change of Control shall be deemed to have occurred in such circumstances
as the Board shall determine; or



 


		(f)	individuals who comprise the Board as of the last annual meeting of shareholders of the Company
for any reason cease to constitute at least a majority of the members of the Board;



 


provided that, notwithstanding
clauses (a), (b), (c) and (d) above, a Change of Control shall be deemed not to have occurred if immediately following the transaction
set forth in clause (a), (b), (c) or (d) above: (i) the holders of securities of the Company that immediately prior to the consummation
of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote
for the election of directors of the Company hold (A) securities of the entity resulting from such transaction (the “Surviving
Entity”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote
for the election of directors (“voting power”) of the Surviving Entity, or (B) if applicable, securities of
the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors of the Surviving
Entity (the “Parent Entity”) that represent more than 50% of the combined voting power of the then outstanding
securities eligible to vote for the election of directors of the Parent Entity, and (ii) no Person, or group of two or more Persons
acting jointly or in concert, is the beneficial owner, directly or indirectly, of 50% or more of the voting power of the Parent
Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria specified
in clauses (i) and (ii) above being referred to as a “Non-Qualifying Transaction” and, following the Non-Qualifying
Transaction, references in this definition of “Change in Control” to the “Company” shall mean and refer
to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity).


 




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“Committee”
has the meaning set forth in Section 2.2.


 


“Common Share”
means a common share in the capital of the Company. “Company” means Profound Medical Corp. and its successors
and assigns.


 


“Consultant Participant”
means an individual consultant or a consultant entity, other than an Employee Participant or Director Participant that:


 


		(a)	is engaged to provide services on a bona fide
basis to the Company or a Designated Affiliate, other than services provided in relation to a distribution of securities of the
Company or a Designated Affiliate;



 


		(b)	provides the services under a written contract with
the Company or a Designated Affiliate; and



 


		(c)	spends or will spend a significant amount of time and
attention on the affairs and business of the Company or a Designated Affiliate;



 


and includes, (i) for an individual
consultant, (A) a company of which the individual consultant is an employee or shareholder; or (B) a partnership of which the individual
consultant is an employee or partner, and (ii) for a consultant that is not an individual, an employee or director of the consultant,
provided that the individual employee or director spends or will spend a significant amount of time and attention on the affairs
and business of the Company or a Designated Affiliate.


 


“Date of Grant”
means, for any Option, the date specified by the Plan Administrator at the time it grants the Option (provided, however, that such
date shall not be prior to the date the Plan Administrator acts to grant the Option) or, if no such date is specified, the date
upon which the Option was granted.


 


“Designated Affiliate”
means each Subsidiary of the Company and any other Affiliate of the Company as designated by the Plan Administrator for purposes
of the Plan from time to time.


 


“Director”
means a member of the Board.


 


“Director Participant”
means a Director (i) who is not an officer or employee of the Company or of a Designated Affiliate and (ii) who is not an Associate
of a Significant Shareholder.


 


“Disabled”
or “Disability” means eligible for long-term disability under the terms of a long-term disability plan sponsored
by the Participant’s employer.


 




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“Employee Participant”
means a bona fide current employee (other than a Consultant Participant) of the Company or of a Designated Affiliate.


 


“Exercise Notice”
means a notice in writing, in the form set out in Schedule B, signed by an Optionee and stating the Optionee’s intention
to exercise a particular Option.


 


“Exercise Price”
means the price at which an Option Share may be purchased pursuant to the exercise of an Option.


 


“Expiry Date”
means the expiry date specified in the Option Agreement, provided that such date shall not be later than the tenth (10th)
anniversary of the Date of Grant, or, if not so specified, means the tenth (10th) anniversary
of the Date of Grant.


 


“Fiscal Year”
means the twelve month period ending December 31 in each calendar year or as otherwise determined by the Board.


 


“Individual Optionee”
means an Optionee who is an individual.


 


“Market Price”
means the volume-weighted average price of the Common Shares on the stock exchange where the majority of trading volume and value
of the Common Shares occurs, for the five trading days immediately preceding the relevant date on which the Market Price is to
be determined. If the Common Shares are not listed for trading on a stock exchange, the Market Price shall be the fair market value
of the Common Shares as determined by the board of directors of the Company.


 


“Option” means
a right to purchase Common Shares under this Plan that is non-assignable and non-transferable unless otherwise approved by the
Plan Administrator.


 


“Optionee”
means a Participant who has been granted one or more Options.


 


“Option Agreement”
means a signed, written agreement between an Optionee and the Company, in the form attached as Schedule A, subject to any amendments
or additions thereto as may, in the discretion of the Plan Administrator, be necessary or advisable, evidencing the terms and conditions
on which an Option has been granted under this Plan.


 


“Option Shares”
means Common Shares issuable by the Company upon the exercise of outstanding Options.


 


“Participant”
means an Employee Participant, a Director Participant or a Consultant Participant.


 


“Person” includes
an individual, sole proprietorship, corporation, company, partnership, limited partnership, joint venture, association, trust,
trustee, unincorporated organization or government or any agency or political subdivision thereof, and a natural person in his
or her capacity as trustee, executor, administrator or other legal representative.


 




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“Plan” means
this Share Option Plan as set out herein and as amended from time to time in accordance with the provisions hereof.


 


“Plan Administrator”
means the Board or, if the administration of this Plan has been delegated by the Board to the Committee pursuant to Section 2.2,
the Committee.


 


“Retirement”
means retirement from active employment under the retirement policies of the Company, its Designated Affiliates or a Consultant,
as applicable, at or after the age of 65, or, with the consent for the purposes of the Plan of such officer of the Company as may
be designated by the Plan Administrator, at or after such earlier age and upon the completion of such years of service as the Plan
Administrator may specify.


 


“Security”
has the meaning assigned to the term “security” in the Securities Act (Ontario), and “Securities”
has a corresponding meaning.


 


“Significant Shareholder”
has the meaning ascribed thereto in National Instrument 55-104 – Insider Reporting Requirements and Exemptions, as
amended from time to time, and any successor to such instrument.


 


“Subsidiary”
has the meaning assigned to the term “subsidiary” in the Securities Act (Ontario).


 


“Termination Date”
means:


 


		(a)	in the case of an Employee Participant whose employment
with the Company or a Designated Affiliate terminates in the circumstances set out in Subsection 3.9(a) or Subsection 3.9(b),
the date designated by the Company or a Designated Affiliate, as the case may be, on which an Employee Participant ceases to be
an employee of the Company or the Designated Affiliate, as the case may be, provided that in the case of termination of employment
by voluntary resignation by the Optionee, such date shall not be earlier than the date notice of resignation was given, and “Termination
Date” specifically does not mean the date of termination of any period of reasonable notice that the Company or the
Designated Affiliate (as the case may be) may be required by law to provide to the Optionee;



 


		(b)	in the case of a Consultant Participant whose consulting
agreement or arrangement with the Company or a Designated Affiliate, as the case may be, terminates in the circumstances set out
in Subsection 3.9(c) or Subsection 3.9(d), the date that is designated by the Company or the Designated Affiliate, as the case
may be, as the date on which the Optionee’s consulting agreement or arrangement is terminated, provided that in the case
of voluntary termination by the Optionee of the Optionee’s consulting agreement or arrangement, such date shall not be earlier
than the date notice of voluntary termination was given, and “Termination Date” specifically does not mean
the date on which any period of notice of termination that the Company or the Designated Affiliate (as the case may be) may be
required to provide to the Optionee under the terms of the consulting agreement or arrangement expires; or



 




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		(c)	in the case of a Director Participant who ceases to hold office in the circumstances set out in
Section 3.9(e), the date upon which the Optionee ceases to hold office.



 


		1.4	Interpretation



 


		(a)	Whenever the Plan Administrator is to exercise discretion in the administration of the terms and
conditions of this Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.



 


		(b)	As used in this Plan, the terms “Article”, “Section”, “Subsection”,
 “clause”, and “Schedule” mean and refer to the specified Article, Section, Subsection, clause and Schedule
of this Plan, respectively.



 


		(c)	Where the word “including” or “includes” is used in this Plan, it means
 “including (or includes) without limitation”.



 


		(d)	Unless otherwise specified, time periods within or following which any payment is to be made or
act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends,
and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business
Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such
action shall be taken or such payment shall be made on the immediately preceding Business Day.



 


		(e)	Words importing the singular meaning include the plural and vice versa and words importing any
gender include any other gender.



 


		(f)	Unless otherwise specified, all references to money amounts are to Canadian currency.



 


ARTICLE
2


PLAN ADMINISTRATION


 


		2.1	Plan Administration



 


This Plan will be administered by the Plan Administrator
and the Plan Administrator has sole and complete authority, in its discretion, to:


 


		(a)	determine the individuals and entities (from among the Participants) to whom Options may be granted;



  




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		(b)	grant Options in such amounts and, subject to the provisions of this Plan, on such terms and conditions as it determines including:


 


		(i)	the time or times at which Options may be granted;



 


		(ii)	the Exercise Price at which Option Shares subject to each Option may be purchased;



 


		(iii)	the time or times when each Option becomes exercisable and the Expiry Date; and



 


		(iv)	whether restrictions or limitations are to be imposed on the Option Shares and the nature of such
restrictions or limitations, if any;



 


		(c)	authorize any acceleration of exercisability or waiver of termination regarding any Option, based
on such factors as the Plan Administrator may determine;



 


		(d)	cancel, amend, adjust or otherwise change any Option under such circumstances as the Plan Administrator
may consider appropriate in accordance with the provisions of this Plan;



 


		(e)	construe and interpret this Plan and all Option Agreements;



 


		(f)	adopt, amend, prescribe and rescind administrative guidelines and other rules and regulations relating
to this Plan; and



 


		(g)	make all other determinations and take all other actions necessary or advisable for the implementation
and administration of this Plan.



 


		2.2	Delegation of Plan Administration



 


		(a)	The initial Plan Administrator shall be the Board.



 


		(b)	To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee
of the Board (the “Committee”) all or any of the powers conferred on the Plan Administrator pursuant to this
Plan. In such event, the Committee will exercise the powers delegated to it by the Board in the manner and on the terms authorized
by the Board. Any decision made or action taken by the Committee arising out of or in connection with the administration or interpretation
of this Plan in this context is final and conclusive.



 


		(c)	The day-to-day administration of this Plan may be delegated to such officers and employees of the
Company or a Designated Affiliate as the Plan Administrator determines.



 


		2.3	Determinations Binding



 


Any decision made or action taken
by the Plan Administrator, the Committee or any officers or employees to whom authority has been delegated pursuant to Subsection
2.2(c) arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding
on the Company, the affected Participant(s), their legal and personal representatives and all other Persons.


 




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		2.4	Eligibility



 


All Employee Participants, Director
Participants and Consultant Participants are eligible to participate in this Plan, subject to Subsections 3.8(b) and 3.9(f). Eligibility
to participate does not confer upon any Participant any right to be granted Options pursuant to this Plan. The extent to which
any Participant is entitled to be granted Options pursuant to this Plan will be determined in the discretion of the Plan Administrator.


 


		2.5	Compliance with Regulatory Requirements



 


The Company’s obligation
to issue Common Shares in accordance with the terms of this Plan and any Options granted hereunder are subject to compliance with
any applicable legislation and the rules, regulations and published policies of any stock exchange, regulatory authority or agency
having jurisdiction over the issuance and distribution of such Common Shares in such jurisdictions as the Company may elect to
grant Options to Participants. Participants shall, to the extent applicable, cooperate with the Company in complying with such
legislation, rules, regulations and policies.


 


		2.6	Total Common Shares Subject to Options



 


		(a)	The maximum number of Common Shares reserved for issuance under this Plan shall be equal to a number
that is 13% of the issued and outstanding shares in the capital of the Company at the time of any Option grant. Subject to the
provisions and restrictions of this Plan, if any Option is exercised, cancelled, expired, surrendered or otherwise terminated for
any reason whatsoever, the number of Common Shares in respect of which the Option is exercised, cancelled, expired, surrendered
or otherwise terminated for any reason whatsoever, as the case may be, will ipso facto be immediately available for purchase
pursuant to Options granted under the Plan.



 


		(b)	The maximum number of Common Shares reserved for issuance under this Plan shall be automatically
adjusted to take into account any conversion, changing, reclassification, redivision, redesignation, subdivision or consolidation
of the Common Shares and shall also apply to securities of the Company or of any successor or continuing entity which may result
from a reorganization, amalgamation, consolidation or merger, statutory or otherwise, take-over bid or any transaction similar
to any of the foregoing. To the extent any Options terminate, lapse or are cancelled for any reason prior to exercise in full,
or are surrendered to the Company by the Participant, the Common Shares subject to such Options shall be added back to the number
of Common Shares reserved for issuance under this Plan and will again become available for issuance pursuant to the exercise of
Options granted under this Plan.



 




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		(c)	Notwithstanding anything in this Plan, the aggregate number of Common Shares that may be (i) issued
to insiders of the Company within any one-year period, or (ii) issuable to insiders of the Company at any time, in each case, under
this Plan alone or when combined with all other security-based compensation arrangements of the Company cannot exceed 10% of the
outstanding Common Shares. For purposes of this Subsection 2.6(c) and Subsection 5.1(b), “insider” and “security-
based compensation arrangement” have the meanings given to them in the Toronto Stock Exchange Company Manual in respect of
the rules governing security-based compensation arrangements, as amended from time to time.



 


		2.7	Option Agreements



 


All grants of Options under this
Plan will be evidenced by Option Agreements. Such Option Agreements will be subject to the applicable provisions of this Plan and
will contain such provisions as are required by this Plan and any other provisions that the Plan Administrator may direct which
are not inconsistent with this Plan. The Board shall authorize and empower any director or officer of the Company to execute and
deliver, for and on behalf of the Company, an Option Agreement to each Optionee.


 


ARTICLE 3


GRANT OF OPTIONS


 


		3.1	Grant of Options



 


The Plan Administrator may, from
time to time, subject to the provisions of this Plan and such other terms and conditions as the Plan Administrator may prescribe,
grant Options to any Participant.


 


		3.2	Exercise Price



 


The Board will establish the Exercise
Price at the time each Option is granted, which Exercise Price must in all cases be not less than the Market Price of the Common
Shares on the date the Option is granted.


 


		3.3	Term of Options



 


Subject to any accelerated termination
as set forth in this Plan, each Option expires on its Expiry Date.


 


		3.4	Blackout Periods



 


If an Option is due to expire on
a date that falls within a corporate blackout period applicable to the holder of such Option, or within 5 business days following
the expiry of such a blackout period, the Expiry Date of such Option shall be extended to the 10th
business day following the expiry of the blackout period.


 




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		3.5	Vesting and Exercisability



 


		(a)	Unless otherwise specified by the Plan Administrator at the time of granting an Option and except as otherwise provided in
this Plan, each Option will vest and be exercisable as follows:



 


	Total Number of Option Shares

that may be Purchased	 	Vesting Date
	 	 	 
	1/4	 	From the first anniversary of the Date of Grant.
	 	 	 
	1/36	 	On the first day of each calendar month following the first anniversary of the Date of Grant.


 


		(a)	Once an instalment becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option,
unless otherwise specified by the Plan Administrator. Each Option or instalment may be exercised at any time or from time to time,
in whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. The Plan Administrator
has the right to accelerate the date upon which any instalment of any Option becomes exercisable.



 


		(b)	Subject to the provisions of this Plan and any Option Agreement, Options shall be exercised by means of a fully completed Exercise
Notice delivered to the Company.



 


		(c)	The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to additional
restrictions, such as performance- based vesting conditions.



 


		3.6	Payment of Exercise Price



 


Unless otherwise specified by
the Plan Administrator at the time of granting an Option, the Exercise Notice must be accompanied by payment in full of the purchase
price for the Option Shares to be purchased. The Exercise Price must be fully paid by certified cheque, bank draft or money order
payable to the Company or by such other means as might be specified from time to time by the Plan Administrator, provided
that under no circumstances shall satisfaction of the Exercise Price by way of surrender of a portion of the Option or Option
Shares, be permitted. No Common Shares will be issued or transferred until full payment therefor has been received by the Company.


 


		3.7	Retirement of Optionee



 


Subject to Section 3.10 or unless otherwise specified
by the Plan Administrator at the time of granting an Option, if the employment of a Participant terminates due to Retirement:


 


		(a)	such Participant shall continue to be a Participant notwithstanding the Participant’s Retirement
and each Option held by the Individual Optionee that has vested as of the date of the Individual Optionee’s Retirement or
that vests within 12 months of the date of the Individual Optionee’s Retirement (the “Post-Retirement Date”)
continues to be exercisable by the Individual Optionee until the earlier of: (i) its Expiry Date; and (ii) the Post-Retirement
Date. Any Options held by the Individual Optionee that have not been exercised as at the Post-Retirement Date immediately expire
and shall be cancelled as of the Post-Retirement Date; and



 




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		(b)	the Individual Optionee’s eligibility to receive further grants of Options under this Plan ceases as of the date of the
Individual Optionee’s Retirement.



 


		3.8	Death or Disability of Optionee



 


Subject to Section 3.10 or unless
otherwise specified by the Plan Administrator at the time of granting an Option, if an Individual Optionee dies or becomes Disabled
while an employee or officer of the Company or a Designated Affiliate:


 


		(a)	the executor or administrator of the Individual Optionee’s estate or the Individual Optionee,
as the case may be, may exercise any Options of the Individual Optionee to the extent that the Options have vested as at the date
of such death or Disability and the right to exercise each such Option terminates on the earlier of: (i) its Expiry Date; and (ii)
the date that is 180 days after the Individual Optionee’s death or Disability. Any Options held by the Individual Optionee
that have not vested as at the date of death or Disability immediately expire and shall be cancelled as of such date; and



 


		(b)	the Individual Optionee’s eligibility to receive further grants of Options under this Plan
ceases as of the date of the Individual Optionee’s death or Disability, as the case may be.



 


		3.9	Termination of Employment or Services



 


Subject to Section 3.10 or unless
otherwise specified by the Plan Administrator at the time of granting an Option:


 


		(a)	where, in the case of an Employee Participant, an Individual Optionee’s employment is terminated
by the Company or a Designated Affiliate without cause (whether such termination occurs with or without any or adequate reasonable
notice, or with or without any or adequate compensation in lieu of such reasonable notice), then each Option held by the Individual
Optionee that has vested as at the Termination Date continues to be exercisable by the Individual Optionee until the earlier of:
(i) its Expiry Date; and (ii) the date that is 90 days after the Termination Date. Any Options held by the Individual Optionee
that have not vested as at the Termination Date immediately expire and shall be cancelled as of the Termination Date;



 


		(b)	where, in the case of an Employee Participant, an Individual Optionee’s employment terminates
by reason of: (i) termination by the Company or a Designated Affiliate for cause; or (ii) voluntary resignation by the Individual
Optionee, then any Options held by the Individual Optionee, whether or not they have vested as at the Termination Date, immediately
expire and are cancelled on the Termination Date;



 




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		(c)	where, in the case of a Consultant Participant, an Optionee’s consulting agreement or arrangement
terminates by reason of: (i) termination by the Company or a Designated Affiliate for any reason whatsoever other than for breach
of the consulting agreement or arrangement (whether or not such termination is effected in compliance with any termination provisions
contained in the Optionee’s consulting agreement or arrangement); or (ii) the death or Disability of the Individual Optionee,
then each Option held by the Optionee that has vested as at the Termination Date, or at the date of the death or Disability of
the Individual Optionee, as the case may be, continues to be exercisable by the Optionee until the earlier of: (i) its Expiry Date;
and (ii) the date that is 90 days after the Termination Date. Any Options held by the Optionee that have not vested as at the Termination
Date, or at the date of the death or Disability of the Individual Optionee, as the case may be, immediately expire and shall be
cancelled as of the Termination Date;



 


		(d)	where, in the case of a Consultant Participant, an Optionee’s consulting agreement or arrangement
terminates by reason of: (i) termination by the Company or a Designated Affiliate for breach of the consulting agreement or arrangement
(whether or not such termination is effected in compliance with any termination provisions contained in Optionee’s consulting
agreement or arrangement); or (ii) voluntary termination by the Optionee (whether or not such termination is effected in compliance
with any termination provisions contained in the Optionee’s consulting agreement or arrangement), then any Options held by
the Optionee, whether or not such Options have vested as at the Termination Date, immediately expire and shall be cancelled as
of the Termination Date;



 


		(e)	where, in the case of a Director Participant, an Individual Optionee ceases to hold office, then
any Options held by the Individual Optionee that have vested as at the Termination Date continue to be exercisable by the Optionee
until the earlier of: (i) its Expiry Date; and (ii) the date that is 60 days after the Termination Date; except that this Section
3.9(e) will not apply if such Director Participant is also an Employee Participant or a Consultant Participant and such Participant’s
employment or consulting agreement is not terminated. Any Options held by the Individual Optionee that have not vested as at the
Termination Date immediately expire and shall be cancelled as of the Termination Date; except for such Director Participant who
is also an Employee Participant or a Consultant Participant and such Participant’s employment or consulting agreement is
not terminated;



 


		(f)	an Optionee’s eligibility to receive further grants of Options under this Plan ceases as
of the date that the Company or a Designated Affiliate, as the case may be, provides the Optionee with written notification that
the Optionee’s employment or consulting agreement or arrangement, as the case may be, is terminated in the circumstances
contemplated by this Section 3.9, notwithstanding that such date may be prior to the Termination Date; and



 




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		(g)	notwithstanding Subsections 3.9(a) and 3.9(c), unless the Plan Administrator, in its discretion,
otherwise determines, at any time and from time to time, Options are not affected by a change of employment or consulting arrangement
within or among the Company or a Designated Affiliate for so long as the Employee Participant continues to be an employee of the
Company or a Designated Affiliate or for so long as the Consultant Participant continues to be engaged as a consultant to the Company
or a Designated Affiliate, as the case may be.



 


		3.10	Discretion to Permit Exercise



 


Notwithstanding the provisions
of Sections 3.7, 3.8 and 3.9, the Plan Administrator may, in its discretion, at any time prior to or following the events contemplated
in such sections, permit the exercise of any or all Options held by the Optionee in the manner and on the terms authorized by the
Plan Administrator, provided that the Plan Administrator will not, in any case, authorize the exercise of an Option pursuant to
this Section 3.10 at any time after the earlier of (i) its Expiry Date or (ii) after the Post-Retirement Date or the date that
is 12 months from the Termination Date, as the case may be, and any Options held by an Individual Optionee as of such date, whether
or not they have vested, shall immediately expire and be cancelled as of such date.


 


		3.11	Change of Control



 


Upon the Company entering into
an agreement relating to, or otherwise becoming aware of, a transaction which, if completed, would result in a Change of Control,
the Company shall give written notice of the proposed Change of Control to the Participants, together with a description of the
effect of such Change of Control on Options, not less than ten (10) Business Days prior to the closing of the transaction resulting
in the Change of Control.


 


		3.12	Conditions of Exercise



 


Each Optionee will, when requested
by the Company, sign and deliver all such documents relating to the granting or exercise of Options which the Company deems necessary
or desirable.


 


ARTICLE
4


SHARE CAPITAL ADJUSTMENTS


 


		4.1	General



 


The existence of any Options does
not affect in any way the right or power of the Company or its shareholders to make, authorize or determine any adjustment, recapitalization,
reorganization or any other change in the Company’s capital structure or its business, or any amalgamation, combination,
merger or consolidation involving the Company, to create or issue any bonds, debentures, Common Shares or other securities of the
Company or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Company or
any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether
of a similar character or otherwise, whether or not any such action referred to in this section would have an adverse effect on
this Plan or any Option granted hereunder.


 




    	 	- 13 -	 



     


    

  


		4.2	Reorganization of Company’s Capital



 


Should the Company effect a subdivision
or consolidation of Common Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend
that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Company that, in the opinion
of the Plan Administrator, would warrant the replacement or amendment of any existing Options in order to adjust: (a) the number
of Common Shares that may be acquired on the exercise of any outstanding Options; and/or (b) the Exercise Price of any outstanding
Options in order to preserve proportionately the rights and obligations of the Optionees, the Plan Administrator, will authorize
such steps to be taken as may be equitable and appropriate to that end.


 


		4.3	Other Events Affecting the Company



 


In the event of an amalgamation,
combination, merger or other reorganization involving the Company by exchange of Common Shares, by sale or lease of assets or otherwise,
that, in the opinion of the Plan Administrator, warrants the replacement or amendment of any existing Options in order to adjust:
(a) the number of Common Shares or the securities or other property that may be acquired on the exercise of any outstanding Options;
or (b) the Exercise Price of any outstanding Options in order to preserve proportionately the rights and obligations of the Optionees,
the Plan Administrator will authorize such steps to be taken as may be equitable and appropriate to that end.


 


		4.4	Immediate Exercise of Awards



 


Where the Plan Administrator determines
that the steps provided in Sections 4.2 and 4.3 would not preserve proportionately the rights and obligations of the Optionees
in the circumstances or otherwise determines that it is appropriate, the Plan Administrator may permit the immediate exercise of
any outstanding Options that are not otherwise exercisable.


 


		4.5	Issue by Company of Additional Shares



 


Except as expressly provided in
this Article 4, neither the issue by the Company of shares of any class or securities convertible into or exchangeable for shares
of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be
made with respect to: (a) the number of Common Shares that may be acquired on the exercise of any outstanding Options; or (b) the
Exercise Price of any outstanding Options.


 


		4.6	Fractions



 


No fractional Common Shares will
be issued on the exercise of an Option. Accordingly, if, as a result of any adjustment under Sections 4.2 to 4.4 inclusive, an
Optionee would become entitled to a fractional Common Share, the Optionee has the right to acquire only the adjusted number of
full Common Shares and no payment or other adjustment will be made with respect to the fractional Common Shares so disregarded.


 




    	 	- 14 -	 



     


    

  


		4.7	Conditions of Exercise



 


The Plan and each Option are subject
to the requirement that if at any time the Plan Administrator determines that the listing, registration or qualification of the
Common Shares subject to such Option upon any securities exchange or under any provincial, state or federal law, or the consent
or approval of any governmental body, securities exchange or of the holders of voting shares in the capital of the Company or of
the Common Shares generally, is necessary or desirable, as a condition of, or in connection with, the granting of such Option or
the issue or purchase of Common Shares thereunder, no such Option may be granted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Plan
Administrator. The Optionees shall, to the extent applicable, cooperate with the Company in relation to such listing, registration,
qualification, consent or other approval and shall have no claim or cause of action against the Company or any of its officers
or directors as a result of any failure by the Company to obtain or to take any steps to obtain any such registration, qualification
or approval.


 


ARTICLE 5


GENERAL PROVISIONS


 


		5.1	Amendment, Suspension, or Termination of the Plan



 


The Plan Administrator may from
time to time, without notice and without approval of the holders of voting shares in the capital of the Company, amend, modify,
change, suspend or terminate the Plan or any Options granted pursuant to the Plan as it, in its discretion determines appropriate,
provided, however, that:


 


		(a)	no such amendment, modification, change, suspension or termination of the Plan or any Option granted
hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan
without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order
to comply with any applicable securities laws or stock exchange requirements;



 


		(b)	shareholder approval (in accordance with the rules of the exchange upon which the Common Shares
may be listed) shall be required for any amendment, modification or change that:



 


		(i)	increases the number of Common Shares reserved for issuance under the Plan, except pursuant to
the provisions in the Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting
the Company or its capital;



 


		(ii)	reduces the exercise price of an Option (for this purpose, a cancellation or termination of an
Option of a Participant prior to its Expiry Date for the purpose of reissuing an Option to the same Participant with a lower exercise
price shall be treated as an amendment to reduce the exercise price of an Option) except pursuant to the provisions in the Plan
which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;



 




    	 	- 15 -	 



     


    

  


		(iii)	extends the term of an Option beyond the original Expiry Date (except where an Expiry Date would
have fallen within a blackout period applicable to the Participant or within 5 business days following the expiry of such a blackout
period);



 


		(iv)	permits an Option to be exercisable beyond 10 years from its Date of Grant (except where an Expiry
Date would have fallen within a blackout period of the Company);



 


		(v)	permits Options to be transferred other than for normal estate settlement purposes;



 


		(vi)	removes or exceeds the insider participation limits set out in Section 2.6(c);



 


		(vii)	permits awards, other than the Options to be granted under the Plan; or



 


		(viii)	deletes or reduces the range of amendments which require approval of the holders of voting shares
in the capital of the Company under this Section 5.1.



 


		(c)	if required by the rules of the exchange upon which the Common Shares may be listed, the Company
will seek the approval of shareholders excluding the votes of securities held directly or indirectly by insiders entitled to receive
a benefit directly or indirectly under the Plan.



 


		5.2	Legal Requirement



 


The Company is not obligated to
grant any Options, issue any Common Shares or other securities, make any payments or take any other action if, in the opinion of
the Plan Administrator, in its sole discretion, such action would constitute a violation by an Optionee or the Company of any provision
of any applicable statutory or regulatory enactment of any government or government agency.


 


		5.3	Non-Transferability



 


Except as otherwise may be expressly
provided for in this Plan, no Options granted under this Plan shall be transferrable or assignable by the Participant (except to
an Optionee’s estate) and no Options may be exercised by anyone other than the Participant or his or her legal representative
during the lifetime of the Participant.


 




    	 	- 16 -	 



     


    

  


		5.4	No Other Benefit



 


No amount will be paid to, or in
respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Common Share, nor will any
other form of benefit be conferred upon, or in respect of, a Participant for such purpose.


 


		5.5	Governing Law



 


The Plan shall be governed by,
and interpreted in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable in the Province
of Ontario.


 


		5.6	Submission To Jurisdiction



 


The Company and each Participant
irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of Ontario in respect
of any action or proceeding relating in any way to the Plan, including with respect to the grant of Options and any issuance of
Common Shares made in accordance with the Plan.


 


		5.7	Optionee’s Entitlement



 


Except as otherwise provided in
this Plan, Options previously granted under this Plan, whether or not then exercisable, are not affected by any change in the relationship
between, or ownership of, the Company and a Designated Affiliate and do not interfere in any way with any right of the Company
to discharge any Participant at any time for any reason whatsoever, with or without cause. For greater certainty, all Options remain
valid and exercisable in accordance with the terms and conditions of this Plan and are not affected by reason only that, at any
time, a Designated Affiliate ceases to be a Designated Affiliate.


 


		5.8	Withholding Taxes



 


In addition to the other conditions
on exercise set forth in this Plan, the exercise of each Option granted under this Plan is subject to the satisfaction of all applicable
withholding taxes or other withholding liabilities as the Company may determine to be necessary or desirable in respect of such
exercise. The Company may (a) require that a Participant pay to the Company, in addition to, and in the same manner as, the Exercise
Price, such amount as the Company is obliged to remit to the relevant taxing authority in respect of the exercise of the Option;
(b) withhold such amount from any remuneration or other amount payable by the Company or any Affiliate of the Company to the Participant;
(c) permit the Participant to sell a number of Option Shares issued upon the exercise of the Option and remit to the Company a
portion of the net proceeds from such sale sufficient to satisfy such amount; or (d) enter into any other suitable arrangements
for the receipt of such amount.


 


		5.9	Participation in this Plan



 


The participation of any Participant
in this Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights
or privileges other than those rights and privileges expressly provided in this Plan. In particular, participation in this Plan
does not constitute a condition of employment or service nor a commitment on the part of the Company to ensure the continued employment
or service of such Participant. This Plan does not provide any guarantee against any loss which may result from fluctuations in
the market value of the Common Shares. The Company does not assume responsibility for the personal income or other tax consequences
of the Participants and Participants are advised to consult with their own tax advisors.


 




    	 	- 17 -	 



     


    

  


		5.10	Corporate Action



 


Nothing contained in this Plan
or in an Option shall be construed so as to prevent the Company from taking corporate action which is deemed by the Company to
be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Option.


 


		5.11	Rights of Participant/Optionee



 


No Participant has any claim or
right to be granted an Option (including an Option granted in substitution for any Option that has expired pursuant to the terms
of this Plan), and the granting of any Option is not to be construed as giving an Optionee a right to remain in the employ of the
Company or a Designated Affiliate. No Optionee has any rights as a shareholder of the Company in respect of Common Shares issuable
on the exercise of rights to acquire Common Shares under any Option until the allotment and issuance to the Optionee of certificates
representing such Common Shares.


 


		5.12	Conflict



 


In the event of any conflict between
the provisions of this Plan and an Option Agreement, the provisions of this Plan shall govern. In the event of any conflict between
or among the provisions of this Plan, an Option Agreement and an employment agreement between the Company or a Designated Affiliate
and a Participant, the provisions of such employment agreement shall govern. In the event of any conflict between the provisions
of this Plan, an Option Agreement or an employment agreement between the Company or a Designated Affiliate and a Participant and
any applicable law, regulation of any governmental agency having jurisdiction or the rule, policy or decision of any stock exchange
upon which the Common Shares are or may become listed for trading, the applicable law, regulation, rule, policy or decision, as
the case may be, shall govern.


 


		5.13	Participant Information



 


Each Participant shall provide
the Company with all information (including personal information) required by the Company in order to administer to the Plan. Each
Participant acknowledges that information required by the Company in order to administer the Plan may be disclosed to any custodian
appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions
other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan. Each Participant
consents to such disclosure and authorizes the Company to make such disclosure on the Participant’s behalf.


 




    	 	- 18 -	 



     


    

 


		5.14	International Participants



 


With respect to Participants who
reside or work outside Canada, the Plan Administrator may, in its sole discretion, amend, or otherwise modify, without shareholder
approval, the terms of the Plan or Options with respect to such Participants in order to conform such terms with the provisions
of local law, and the Plan Administrator may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise
modified provisions.


 


		5.15	Successors and Assigns



 


The Plan shall be binding on all
successors and assigns of the Company and its Designated Affiliates.


 


		5.16	General Restrictions and Assignment



 


Except as required by law, the
rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged
or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the
Participant.


 


		5.17	Severability



 


The invalidity or unenforceability
of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable
provision shall be severed from the Plan.


 


		5.18	Notices



 


All written notices to be given
by the Optionee to the Company shall be delivered personally or by registered mail, postage prepaid, addressed as follows:


 


Profound Medical Corp.


2400 Skymark Avenue, Unit 6


Mississauga, Ontario L4W 5K5


 


	Attention:	Vice President, Finance


 


All notices to the Optionee will
be addressed to the principal address of the Optionee on file with the Company. Either the Company or the Optionee may designate
a different address by written notice to the other. Such notices are deemed to be received, if delivered personally, on the date
of delivery, and if sent by prepaid, registered mail, on the fifth business day following the date of mailing. Any notice given
by either the Optionee or the Company is not binding on the recipient thereof until received.


 


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


 




    	 	- 19 -	 



     


    

  


THIS AMENDED AND RESTATED SHARE OPTION PLAN was
adopted by the board of directors of Profound Medical Corp. on July 13, 2018.


 


PROFOUND MEDICAL CORP.


 


	By:	/s/ Aaron Davidson	 
	 	Name: Aaron Davidson	 
	 	Title:   Chief Financial Officer	 


 


Profound Medical
Corp. – Signature Page to Share Option Plan 


 




    	 	 	 



     


    

 


SCHEDULE A


Share Option Plan Option Agreement


 


Profound Medical Corp. (the “Company”)
hereby grants to the Optionee named below (the “Optionee”), an option (the “Option”) to purchase,
in accordance with and subject to the terms, conditions and restrictions of this Share Option Agreement, together with the provisions
of the Amended and Restated Share Option Plan of the Company dated n, 2018 (the “Plan”),
the number of common shares in the capital of the Company (“Common Shares”) at the price per share set forth
below:


 


	Name of Optionee:	 


 


	Type of Participant:	[Employee Participant, Director Participant or Consultant Participant]


 


	Date of Grant:	 


 


	Total No. of Common Shares Subject to Option:	 


 


	Exercise Price:	 


 


		1.	The terms and conditions of the Plan are hereby incorporated by reference as terms and conditions of this Option Agreement
and all capitalized terms used herein, unless expressly defined in a different manner, have the meanings ascribed thereto in the
Plan.



 


		2.	Subject to Sections 3.10 and 4.4 of the Plan and unless otherwise determined by the Plan Administrator at the time of granting
an Option, each Option is exercisable in the instalments set forth in Section 3.5 of the Plan.



 


		3.	Subject to Section 3.4 of the Plan, in no event is the Option granted hereunder exercisable after the Expiry Date.



 


		4.	No fractional Common Shares will be issued on the exercise of the Option granted hereunder. If, as a result of any adjustment
to the number of Common Shares issuable on the exercise of the Option granted hereunder pursuant to the Plan, the Optionee would
be entitled to receive a fractional Common Share, the Optionee has the right to acquire only the adjusted number of full Common
Shares and no payment or other adjustment will be made with respect to the fractional Common Shares so disregarded.



 


		5.	Nothing in the Plan or in this Option Agreement will affect the Company’s right, or that of a Designated Affiliate, to
terminate the employment of, or consulting agreement or arrangement with, the Optionee at any time for any reason whatsoever. Upon
such termination, the Optionee’s rights to exercise Options will be subject to restrictions and time limits for the exercise
of Options. Complete details of such restrictions are set out in the Plan, and in particular in Sections 3.7, 3.8 and 3.9 of the
Plan.



 




    	 	 	 



     


    

  


		6.	Each notice relating to the Option, including the exercise thereof, must be in writing. All notices
to the Company must be delivered personally or by prepaid registered mail and must be addressed to the Secretary. All notices to
the Optionee will be addressed to the principal address of the Optionee on file with the Company. Either the Company or the Optionee
may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally,
on the date of delivery, and if sent by prepaid, registered mail, on the fifth business day following the date of mailing. Any
notice given by either the Optionee or the Company is not binding on the recipient thereof until received.



 


		7.	When the issuance of Common Shares on the exercise of the Option may, in the opinion of the Company, conflict or be inconsistent
with any applicable law, regulation of any governmental agency having jurisdiction or the rule, policy or decision of any stock
exchange upon which the Common Shares are or may become listed for trading, the Company reserves the right to refuse to issue such
Common Shares for so long as such conflict or inconsistency remains outstanding.



 


		8.	Subject to Section 3.8 of the Plan, the Option granted pursuant to this Option Agreement may only be exercised during the lifetime
of the Optionee by the Optionee personally and, subject to Section 5.3 of the Plan, no assignment or transfer of the Option, whether
voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Option whatsoever in any assignee
or transferee, and immediately upon any assignment or transfer or any attempt to make such assignment or transfer, the Option granted
hereunder terminates and is of no further force or effect. Complete details of this restriction are set out in the Plan.



 


		9.	The Optionee hereby agrees that:



 


		(a)	any rule, regulation or determination, including the interpretation by the Plan Administrator of the Plan, the Option granted
hereunder and the exercise thereof, is final and conclusive for all purposes and binding on all persons including the Company and
the Optionee; and



 


		(b)	the grant of the Option does not affect in any way the right of the Company or any Designated Affiliate to terminate the employment
or service of the Optionee.



 


		10.	This Option Agreement has been made in and is to be construed under and in accordance with the laws of the Province of Ontario
and the laws of Canada applicable therein.



 


	 	PROFOUND MEDICAL CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	A-2	 



     


    

  


I have read the foregoing Option
Agreement and hereby accept the Option to purchase Common Shares in accordance with and subject to the terms and conditions of
such agreement and the Plan. I understand that I may review the complete text of the Plan by contacting the Secretary of the Company.
I agree to be bound by the terms and conditions of the Plan governing the award.


 


	 	 	 
	Date Accepted	 	Optionee’s Signature
	 	 	 
	 	 	 
	 	 	Optionee’s Name
	 	 	(Please Print)


 




    	 	A-3	 



     


    

  


SCHEDULE B


Share Option Plan Exercise Notice Form
 – Options


 


I,                                                                                                                                                                           ,
hereby exercise the option


(print name)


to purchase              common
shares (each, a “Common Share”) in the capital of Profound Medical Corp. (the “Company”)
at a purchase price of $             per Common Share. This
Exercise Notice is delivered in respect of the option to purchase             
Common Shares in the capital of the Company that was granted to me on                      
pursuant to the Option Agreement entered into between the Company and me. In connection with the foregoing, I enclose a certified
cheque, bank draft or money order payable to the Company in the amount of $            
as full payment for the Common Shares to be received upon exercise of the Option.


 


I understand that my exercise of
the option to purchase the number of Common Shares indicated above is subject to the satisfaction of all applicable withholding
taxes or other withholding liabilities as the Company may determine to be necessary or desirable in respect of such exercise. I
further understand that I may be required to make such payment in connection with the exercise of my options.


 


	 	 	 
	Date	 	Optionee’s Signature