AMENDED AND RESTATED CREDIT AGREEMENT between PROFOUND MEDICAL INC. as Borrower AND PROFOUND MEDICAL CORP. 2753079 ONTARIO INC. PROFOUND MEDICAL (U.S.) INC. and PROFOUND MEDICAL GMBH as Guarantors AND CANADIAN IMPERIAL BANK OF COMMERCE as Lender dated...

Exhibit 10.9

[***] Certain information has been excluded from this exhibit because it is both not material and the type that the Registrant treats as private or confidential.
​

AMENDED AND RESTATED CREDIT AGREEMENT

​

between

​

PROFOUND MEDICAL INC.

as Borrower

​

AND

​

PROFOUND MEDICAL CORP.

2753079 ONTARIO INC.

PROFOUND MEDICAL (U.S.) INC. and

PROFOUND MEDICAL GMBH

as Guarantors

​

AND

​

CANADIAN IMPERIAL BANK OF COMMERCE

as Lender

​

dated as of March 3, 2025

​

GOODMANS LLP

​

TABLE OF CONTENTS

​

​

- i -

​

​

- ii -

​

- iii -

​

​

- iv -

​

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) dated as of March 3, 2025, by and among Profound Medical Inc., an Ontario corporation, as borrower (“Borrower”), Profound Medical Corp., an Ontario corporation, as a guarantor (“Parent”), 2753079 Ontario Inc., an Ontario corporation, as a guarantor (“275 Ontario”), Profound Medical GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung), as a guarantor (“PM Germany”) Profound Medical (U.S.) Inc., a Delaware corporation, as a guarantor (“PM USA”), and Canadian Imperial Bank of Commerce, as lender (“Lender”).

WHEREAS the Borrower, the Guarantors and the Lender entered into a credit agreement dated as of November 3, 2022 (as amended by a first amending agreement dated as of September 26, 2023 and a second amending agreement dated as of May 3, 2024, collectively, the “Original Credit Agreement”)

WHEREAS the Borrower, the Guarantors and the Lender have agreed to amend and restate the Original Credit Agreement to, among other things, provide increased commitments on the terms set forth herein.

AND WHEREAS the Lender is willing to extend such credit on and subject to the terms and conditions hereof.

NOW THEREFORE in consideration of the covenants and agreements herein the parties hereto agree as follows:

Article I.

Interpretation

Section 1.01Definitions

In this Agreement:

“275 Ontario” has the meaning set forth in the preamble to this Agreement.

“Accordion Request” has the meaning set forth in Section 2.07.

“Account Debtor” means a person obligated on an Account.

“Accounts” has the meaning given to such term in the PPSA.

“Acquisition” means, with respect to any Person, any purchase or other acquisition by such Person, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of (a) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an Equity Interest in, such other Person so that such other Person becomes a Subsidiary of the

​

​

​

​

purchaser or of any of its Affiliates) or of all or a material portion of the Property of any other Person, or (b) any division, business, operation or undertaking of any other Person or of all or a material portion of the Property of any division, business, operation or undertaking of any other Person or (c) any material real estate asset.

“Additional Documents” has the meaning set forth in Section 4.05.

“Advance” means an extension of credit by the Lender under this Agreement, including by way of US Base Rate Advances.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement,” “hereto,” “herein,” “hereof,” “hereby,” “hereunder,” and any similar expressions refer to this Agreement and the schedules attached hereto and not to any particular article, section or other portion hereof, and include any and every instrument supplemental hereto or amending or replacing any part hereof.

“AML Legislation” has the meaning set forth in Section 6.15.

“Anti-Terrorist Financing and Anti-Money Laundering Laws” means all Applicable Law concerning or related to money laundering or financing terrorism and which are applicable to the Lender, any Loan Party or any Affiliate thereof, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and all similar laws, rules, regulations and other Applicable Laws in place in any foreign country, including the United States.

“Applicable Law” means, in respect of any Person, property, transaction, event or other matter, as applicable, all Laws relating or applicable to such Person, property, transaction, event or matter.

“Board” means a Person’s board of directors, board of managers, board of members or similar governing body, provided that, unless otherwise specified, “Board” shall refer to the applicable Loan Party’s Board.

“Borrower” has the meaning set forth in the preamble to this Agreement.

“Borrowing Base” means the lesser of (A) the Revolving Credit Facility Commitment and (B) the Borrowing Formula.

“Borrowing Base Certificate” means a certificate in the form of Exhibit C that is signed by a Responsible Officer of the Borrower and delivered to the Lender pursuant to this Agreement.

“Borrowing Formula” means four (4) multiplied by the most recent reported trailing 3 month Recurring Revenue less Priority Payables.

​

- 2 -

​

“Budget” means the consolidated and consolidating projections and budget, prepared annually on a monthly basis, for Parent and its Subsidiaries adopted and approved by Parent’s Board for the given period.

“Business Day” means a day other than a Saturday, Sunday or any other day on which banks located in the City of Toronto, Province of Ontario are not open for business.

“Canadian Dollars” and “CAD” mean lawful money of Canada.

“Canadian Guarantee” has the meaning set forth in Section 4.01(b).

“Canadian IP Security Agreements” has the meaning set forth in Section 4.01(h).

“Canadian Pension Plan” means any plan, program or arrangement that is a “registered pension plan” as that term is defined in the ITA or that is subject to the funding requirements of the Pension Benefits Act (Ontario) or applicable pension benefits legislation in any other Canadian federal or provincial jurisdiction that is established, registered, sponsored, contributed to or maintained by any Loan Party for the benefit of employees or former employees of such Loan Party, or any dependants or beneficiaries of such person, or under which any Loan Party has any actual or contingent liability, provided that a Canadian Pension Plan shall not include a Non-Canadian Pension Plan or a Statutory Plan.

“Canadian Security Agreement” has the meaning set forth in Section 4.01(a).

“Capital Lease” means any lease that would be considered to be a capital lease in accordance with GAAP; provided, that any lease that would be considered to be an operating lease in accordance with GAAP on the date of this agreement shall not be considered to be a Capital Lease notwithstanding any change in GAAP after such date that may reclassify it as a capital lease.

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States, the Government of Canada or any agency or any state or province, as applicable, thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or ▇▇▇▇▇’▇ Investors Service, Inc.; (c) certificates of deposit issued maturing no more than one (1) year after issue; (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition; and (e) comparable instruments as those described in clauses (a) through (d) for any Loan Party that is not formed under the federal or provincial laws of Canada and operates in a jurisdiction outside of Canada.

“Casualty Event” means, with respect to any Property of any Person, any loss of or damage to, or any condemnation or other taking of, such Property for which such Person or any of its Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other compensation.

​

- 3 -

​

“Centre of Main Interests” means the “centre of main interests” of a Loan Party incorporated in a member state of the European Union as that term is used in Article 3(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law, but in the case of a request, rule, guideline or directive not having the force of law, being a request, rule, guideline or directive with which Persons customarily, and are expected by the relevant Governmental Authority to, comply and nevertheless are considered to be binding on such Person or its property) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, European or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means, unless otherwise waived in writing by ▇▇▇▇▇▇, (a) the consummation of any transaction (including, without limitation, any plan of arrangement, merger, amalgamation or consolidation) the result of which is that any Person or group of Persons acquires or otherwise beneficially owns, directly or indirectly, or acquires or has the voting power and/or investment power in respect of, 50% or more of the Shares of Parent; (b) the first day on which a majority of the members of the Board of the Parent are not Continuing Directors; or (c) if any Loan Party that is a Subsidiary of Parent ceases to be a wholly-owned Subsidiary of Parent or any Subsidiary thereof, or any other Subsidiary ceases to be Controlled by Parent, other than as a result of an amalgamation with a Loan Party or any other Subsidiary permitted hereunder.

“Closing Date” means the date of this Agreement.

“Collateral” means all assets, property (both real and personal) and undertaking that is subject to grant of security pursuant to a Security Document.

“Collateral Access Agreement” means an agreement, in form and substance reasonably satisfactory to Lender, executed and delivered by a Loan Party and the landlord with respect to any applicable leased facility, which agreement is sufficient to give Lender access to any Collateral located at such leased facility.

“Commitment Fee” has the meaning set forth in Section 2.03.

“Compliance Certificate” means a certificate in the form of Exhibit A hereto.

​

- 4 -

​

“Continuing Directors” means, as of any date of determination, any member of the Board of any Loan Party or any of their respective Subsidiaries (1) who was a member of such Board on the Closing Date or (2) whose election or nomination for election to such Board has been approved by a majority of the Continuing Directors who were at the time of such nomination or election members of such Board.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power by contract or otherwise; “Controlling”, “Controlled” and “Controls” have meanings correlative thereto.

“Control Agreement” means an agreement, in form and substance reasonably satisfactory to Lender, executed and delivered by a Loan Party and the applicable securities intermediary or bank, which agreement is sufficient to give Lender “control” over the subject Securities Account, Deposit Account or Investment Property under the PPSA or applicable foreign Law, as applicable, and in the case of a Deposit Account governed by Canadian laws, shall include a blocked account agreement the effect of which would be similar to a control agreement even though it may not be required for “control” under Law.

“Default” means any event specified in Section 8.01 hereof, whether or not any requirement in connection with such event for the giving of notice, lapse of time or happening of any further condition has been satisfied.

“Deposit Account” means any checking account, demand deposit account or other deposit or bank account maintained by a Loan Party.

“Disposition” means any sale, assignment, transfer or other disposition of any Property (whether now owned or hereafter acquired) by a Loan Party or any of its Subsidiaries to any other Person excluding any sale, assignment, transfer or other disposition of any Property sold or disposed of in the ordinary course of business and on ordinary business terms.

“Dollars” and “$” means US Dollars.

“Drawdown” means a US Base Rate Advance by the Lender at the request of the Borrower.

“Drawdown Request” means a notice substantially in the form of Exhibit B from the Borrower to the Lender requesting a Drawdown.

“EBITDA” mean, in respect of the Parent on a consolidated basis, at any date of determination for the applicable period, the net income for such period in accordance with GAAP plus: (a) the interest expense for such period; (b) net income tax expense for such period; (c) depreciation and amortization for such period; and (d) any stock-based compensation for such period; minus (x) capitalized software development costs for such period; (y) capitalized research and development costs for such period; and (z) capitalized lease payments for such period that would otherwise have been operating expenses prior to IFRS 16.

​

- 5 -

​

“Environmental Laws” means any and all present and future federal, provincial, state, local and foreign laws, rules or regulations, and any orders or decrees, in each case as now or hereafter in effect, relating to the regulation or protection of human health, safety or the environment or to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or toxic or hazardous substances or wastes into the indoor or outdoor environment, including, without limitation, ambient air, soil, surface water, ground water, wetlands, land or subsurface strata, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or toxic or hazardous substances or wastes.

“Equipment” has the meaning given to such term in the PPSA.

“Equity Interests” means (a) in the case of any corporation or company, all shares or capital stock and any securities exchangeable for or convertible into shares or capital stock, (b) in the case of an association or business entity, any and all shares, interests, participation rights or other equivalents of corporate stock (however designated) in or to such association or entity, (c) in the case of a partnership, limited liability company or unlimited liability company, partnership or membership interests (whether general or limited), as applicable, and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person, and including, in all of the foregoing cases described in clauses (a), (b), (c) or (d), any warrants, rights or other options to purchase or otherwise acquire any of the interests described in any of the foregoing cases.

“Establishment” has the meaning as used in Article 2(10) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast).

“Event of Default” has the meaning set forth in Section 8.01.

“Exchange Rate” means, in relation to the conversion of one currency into another currency, the spot rate of exchange quoted for by the Lender in accordance with its usual practice at 11:00am Toronto time on the Business Day such conversion is to be made in accordance with its normal practice.

“Excluded Accounts” means collectively (i) Deposit Accounts of a Loan Party in Canada or the United States that collectively hold an aggregate of no more than $750,000, calculated as a daily average amount over a one-month period (provided that such accounts comply with Section 4.02), and (ii) Deposit Accounts of a Loan Party outside of Canada or the United States that collectively hold an aggregate of no more than $500,000, calculated as a daily average amount over a one-month period.

“Excluded Taxes” means, any of the following Taxes imposed on or with respect to the Lender or required to be withheld or deducted from a payment to the Lender, (a) Taxes imposed on or measured by net income (however denominated), franchise or capital Taxes, and branch profits Taxes, in each case, imposed as a result of the Lender being organized under the laws of, or having its principal office or its applicable lending office located in,

​

- 6 -

​

the jurisdiction imposing such Tax (or any political subdivision thereof), (b) withholding Taxes of the United States imposed on amounts payable to or for the account of the Lender with respect to an applicable interest in an Advance pursuant to a Law in effect on the date on which (i) the Lender acquires by assignment such interest in an Advance or (ii) the Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.10(c), amounts with respect to such Taxes were payable either to the Lender’s assignor immediately before the Lender became a party hereto or to the Lender immediately before it changed its lending office, and (c) Taxes imposed under FATCA.

“FATCA” means sections 1471 through 1474 of the Internal Revenue Code (U.S.), as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any intergovernmental agreement or foreign legislation (including official administrative rules or practices) implemented to give effect to any intergovernmental agreements entered into thereunder and any agreements entered into pursuant to section 1471(b) of the Internal Revenue Code (U.S.).

“Financing Documents” means this Agreement, the Canadian Guarantee, any other Guarantee, the Security Documents, all Additional Documents and any other document, instrument or agreement now or hereafter entered into in connection with the Secured Obligations or the Collateral.

“Fiscal Quarter” means each of the four (4) fiscal quarters ending March 31, June 30, September 30 and December 31 of the Parent and together comprising a Fiscal Year.

“Fiscal Year” means the twelve-month accounting period of the Parent ending December 31 of each calendar year.

“GAAP” means generally accepted accounting principles which are in effect from time to time in Canada, and which on the Closing Date encompass IRFS provided that if the Loan Parties convert its consolidated financial reporting to US GAAP, in accordance with Section 1.08, then GAAP shall mean US GAAP.

“German Security Agreements” has the meaning set forth in Section 4.01(f).

“Governing Documents” means, for any Person, such Person’s formation documents, as certified by the applicable governmental agency of such Person’s jurisdiction of organization (provided that in case of any later updates to such certified documents a print-out from the electronic commercial register will be sufficient), and, (a) if such Person is a corporation, its certificate of incorporation or formation and bylaws, (b) if such Person is a limited liability company, its certificate of incorporation and/or limited liability company agreement (or similar agreement), and (c) if such Person is a partnership or limited partnership, its partnership agreement (or similar agreement), in each case, including all amendments or modifications thereto.

“Governmental Authority” means any nation or government, any provincial, state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing,

​

- 7 -

​

regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“Guarantee” means any guarantee of the Secured Obligations entered into on or after the Closing Date by any Person required to provide a Guarantee in accordance with the terms of this Agreement (including, without limitation, pursuant to Section 4.01 and Section 4.03 hereof) and which for greater certainty shall include the Canadian Guarantee, which shall be in form and substance satisfactory to the Lender.

“Guarantor” means, collectively, (i) Parent, 275 Ontario, PM Germany, and PM USA, and (ii) any person providing a Guarantee in favor of Lender under the terms of Section 4.03.

“Hazardous Materials” has the meaning set forth in Section 5.13.

“Healthcare Laws” means, collectively, any and all federal, state, provincial or local laws, rules, regulations and administrative manuals, orders, guidelines and requirements issued under or in connection with any government payment program or any law governing the establishment, certification, licensure of or regulating healthcare providers, professionals, facilities (including nursing facilities), medical devices, medications or payors or otherwise governing or regulating the provision of, or payment for, medical and healthcare services.

“Hedge Arrangement” means, for any period, for any Person, any arrangement or transaction between such Person and any other Person which is an interest rate swap transaction, basis swap, forward interest rate transaction, commodity swap, interest rate option, forward foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency interest rate swap transaction, currency option or any other similar transaction (including any option with respect to any of such transactions or arrangements) designed to protect or mitigate against risks in interest, currency exchange or commodity price fluctuations.

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board and as adopted by the Canadian Institute of Chartered Accountants as in effect from time to time.

“Indebtedness” of a Loan Party or any of its Subsidiaries, as the case may be, means, without duplication:

​

- 8 -

​

but “Indebtedness” shall not include unsecured trade debt incurred in the ordinary course of business, issued share capital or surplus, reserves (including, for certainty, reserves in connection with purchase orders) for deferred taxes or general contingencies, minority interests in Subsidiaries, operating leases, nor any contingent liabilities in connection with contracts entered into in the ordinary course of business.

“Indemnified Claim” has the meaning set forth in Section 10.05.

“Indemnified Person” has the meaning set forth in Section 10.07.

“Indemnified Taxes” means Taxes, other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of Borrower.

“Insolvency Legislation” means legislation in any applicable jurisdiction relating to reorganization, arrangement, compromise or re-adjustment of debt, dissolution or winding-up, or any similar legislation, and specifically includes for greater certainty the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the German Insolvency Code (Insolvenzordnung) (Germany), the German Act on the Stabilisation and Restructuring Framework for Businesses (Unternehmensstabilisierungs- und restrukturierungsgesetz, StaRUG) (Germany), the Winding-Up and Restructuring Act (Canada) and the Bankruptcy Code (United States), together with any other similar statutes (including corporate statutes) in Canada or any other applicable jurisdiction in which any Loan Party operates.

“Insolvency Proceeding” is any proceeding by or against any Person under any Insolvency Legislation, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Instruments” has the meaning given to such term in the PPSA.

​

- 9 -

​

“Intellectual Property” means the following properties and assets owned or held or in which the applicable Person otherwise has any interest, now existing or hereafter acquired or arising:

​

- 10 -

​

“Intellectual Property Security Agreements” means (i) the Canadian IP Security Agreements, the (ii) US IP Security Agreements, and (iii) any other security agreement creating a security interest in the Intellectual Property of the Loan Parties, in each case as amended, restated, supplemented or otherwise modified from time to time.

“Investment” means any direct or indirect:

“Investment Property” has the meaning given to such term in the PPSA.

“ITA” means the Income Tax Act (Canada), as amended from time to time.

“Law” means any statute, law, ordinance, regulation, rule, order, writ, injunction, policies, practices, directives, guidelines or decree of any Tribunal, and which for greater certainty shall include Healthcare Laws and any policies, practices, directives or guidelines of the TSX and NASDAQ.

“Lender” has the meaning set forth in the preamble to this Agreement.

“Lender Expenses” means all reasonable fees, costs, expenses (including, without limitation, reasonable attorneys’ and other legal fees, costs and expenses and audit fees), or any other reasonable charges incurred by ▇▇▇▇▇▇ in the negotiation, preparation, amendment, administration, monitoring, defense, enforcement and restructuring of the Financing Documents (including without limitation, those incurred after appeal or in Insolvency Proceedings) or the exercise of remedies pursuant thereto, or otherwise incurred by Lender with respect to any Loan Party or the Financing Documents.

“Lien” means any lien, mortgage, charge, hypothecation, pledge, security interest, prior assignment, option, warrant, lease, sublease, right to possession, right of distress, encumbrance, claim, right or restriction which affects, by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular property. For purposes of the Financing Documents, a Person shall be deemed to own subject to a Lien any property that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property.

​

- 11 -

​

“Liquidity” means, as of any date of determination, the sum of (a) Revolver Availability as of such date plus (b) Unrestricted Cash as of such date.

“Loan Account” has the meaning set forth in Section 2.05.

“Loan Parties” means Borrower, Parent and each Guarantor from time to time party hereto or any other Financing Document, collectively, and “Loan Party” means any one of such parties.

“Material Adverse Change” means a material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower or any other Loan Party.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, liabilities (actual or contingent), financial condition, operations, performance or properties of the Loan Parties and their Subsidiaries taken as a whole, (b) the ability of the Loan Parties to perform their obligations under the Financing Documents, (c) the validity or enforceability of the Financing Documents or the Lien granted to Lender thereunder, or (d) the rights and remedies of Lender under the Financing Documents.

“Material Agreements” any contract, agreement, license, sublicense, supply agreement, permit, lease or other instrument, the termination of which would reasonably be expected to have a Material Adverse Effect, including, without limitation, the agreements set forth on Schedule 5.09.

“Material Intellectual Property” means all Intellectual Property and license or sublicense agreements or other agreements with respect to rights in Intellectual Property, of any Loan Party or any of its Subsidiaries, that is material to the business or operations of the Loan Parties on a consolidated basis.

“Material Subsidiary” means (i) each present and future Subsidiary of Parent that at any time individually accounts for more than 5% of either the revenue or assets of Parent on a consolidated basis, (ii) each present and future Subsidiary of Parent that at any time, when aggregated with all other Subsidiaries that are not Loan Parties, accounts for more than 10% of either the revenue or assets of Parent on a consolidated basis and (iii) each other present and future Subsidiary of Parent that is a party to a Material Agreement or holds any Intellectual Property that is material to Parent’s or Borrower’s business. Notwithstanding the foregoing, Profound Medical OY shall not be subject to the test in clause (i) above so long as it complies with the tests in clause (ii) and (iii) above.

“Maturity Date” means March 3, 2027, the date which is two years from the Closing Date.

“Milestone” the time at which Revenue for the most recent reported 12-month period exceeds $15,000,000 at the most recent month ended.

“NASDAQ” means the Nasdaq Stock Market.

​

- 12 -

​

“Net Cash Payments” means, with respect to any Disposition, the aggregate amount of all cash payments, and the fair market value of any non-cash consideration, received by a Loan Party or any of its Subsidiaries directly or indirectly in connection with such Disposition; provided that Net Cash Payments shall be net of (i) the amount of any legal, title and recording tax expenses, commissions and other fees and expenses paid by a Loan Party or any of its Subsidiaries in connection with such Disposition and (ii) any federal, provincial, state and local income or other taxes estimated to be payable by a Loan Party or any of its Subsidiaries as a result of such Disposition.

“Non-Canadian Pension Plan” means any plan, program or arrangement that is a pension plan, scheme, fund (including any superannuation fund) or other similar plan, program or arrangement that is established, registered, sponsored, contributed to or maintained outside of Canada by any Loan Party for the benefit of employees or former employees of such Loan Party, or any dependants or beneficiaries of such person, or under which any Loan Party has any actual or contingent liability, which is subject to statutory funding requirements in respect of the payment of pension or retirement benefits thereunder, provided that a Non-Canadian Pension Plan shall not include a Canadian Pension Plan or Statutory Plan. For clarity Non-Canadian Pension Plan shall include, without limitation, any such plan established, registered, sponsored, contributed to, or maintained in Germany.

“Original Credit Agreement” has the meaning set forth in the recitals to this Agreement.

“Parent” has the meaning set forth in the preamble to this Agreement.

“Pension Plan” means a Canadian Pension Plan or a Non-Canadian Pension Plan.

“Pension Plan Event” means, (i) the institution of any steps by any Loan Party or any applicable regulatory authority to terminate a Pension Plan if, as a result of such termination, any such Loan Party shall be required to make an additional contribution to such Pension Plan or to incur an additional liability or obligation to such Pension Plan equal to or in excess of $250,000; (ii) the failure of any Loan Party to make required contributions when due to any Pension Plan in accordance with Applicable Laws, including minimum funding standards (whether or not a funding waiver has been granted); (iii) the withdrawal of any Loan Party from a Pension Plan, if, as a result of such withdrawal, any such Loan Party shall be required to make an additional contribution to such Pension Plan or to incur an additional liability or obligation to such Pension Plan equal to or in excess of  $250,000; or (iv) the taking of any steps to establish, acquire, adopt, fund or otherwise contribute to or have any liability under, a Pension Plan that contains a “defined benefit provision” as such term is defined under the ITA or otherwise provides a defined benefit pension.

“Permit” has the meaning set forth in Section 5.19.

“Permitted Acquisition” means any Acquisition that complies with the following criteria:

​

- 13 -

​

“Permitted Distribution” means any of the following:

“Permitted Encumbrances” means any of the following:

​

- 14 -

​

“Permitted Indebtedness” means any of the following:

​

- 15 -

​

“Permitted Investments” means:

“Person” is to be interpreted broadly and includes any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company, limited liability company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted.

“Plan” means an employee benefit or other plan established or maintained by a Loan Party.

“PM Germany” has the meaning set forth in the preamble to this Agreement.

​

- 16 -

​

“PM USA” has the meaning set forth in the preamble to this Agreement.

“Post-Default Rate” has the meaning set forth in Section 3.02(b).

“PPSA” means the Personal Property Security Act (Ontario) as in effect from time to time and the regulations and orders made thereunder, or, in respect of Collateral located in a Canadian province other than Ontario, the personal property security act, regulations and orders in effect in such other province from time to time.

“Priority Payables” means, with respect to any Person, any amount payable by such Person which is secured by a lien which ranks or is capable of ranking prior to or pari passu with the liens created by the Security Documents, including unpaid amounts owing for wages, vacation pay, severance pay (to the extent capable of ranking prior to the liens under the Security Documents under Applicable Law), employee deductions, Taxes, income tax, workers compensation, government royalties, pension fund obligations, Canadian Pension Plan and Non-Canadian Pension Plan obligations, including the amounts of any unfunded liability or solvency deficit, and other statutory or other claims that have or may have priority over, or rank pari passu with, such liens created by the Security Documents.

“Proceedings” has the meaning set forth in Section 5.21.

“Product” means each product, process or service under development, developed, manufactured, licensed, distributed, marketed or sold by any Loan Party and any other similar products or services in which any Loan Party has any proprietary rights or beneficial interests, which for greater certainty shall include the TULSA-PRO and Sonalleve.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Qualified ECP Guarantor” means in respect of any Hedge Arrangement any Guarantor that (i) constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder, or (ii) can cause another Person (including, for the avoidance of doubt, any other Guarantor not then constituting a “Qualified ECP Guarantor”) to qualify as an “eligible contract participant” at such time by entering into a “keepwell, support, or other agreement” as contemplated by Section 1a(18)(A)(v)(II) or the Commodity Exchange Act.

“Recurring Revenue” means recurring revenue that consists of the sale of TULSA-PRO® consumables, lease of medical devices, procedures and services associated with extended warranties.

“Regulatory Authority” means any Governmental Authority that has responsibility in any country or group of countries over the development, manufacture or commercialization of a Product, including the U.S. Food and Drug Administration, Health Canada and the European Medicines Agency, and any successor agency thereof.

​

- 17 -

​

“Regulatory Reporting Event” has the meaning set forth in Section 6.12.

“Regulatory Required Permit” means any and all licenses, approvals and permits issues by any Regulatory Authority or any other Governmental Authority necessary for the testing, manufacture, marketing or sale of any Product by any Loan Party and their respective Subsidiaries.

“Required Liquidity Amount” means, as of any date of determination, the greater of (i) to the extent that EBITDA (calculated in accordance with the definition thereof) is a negative number or loss for the most recent nine-month period, the amount of such loss as reported in a Compliance Certificate, or (ii) $7,500,000.00.

“Responsible Officer” means a Loan Party’s chief executive officer or chief financial officer. Any document delivered hereunder that is signed by a Responsible Officer shall be conclusively presumed to have been authorized by all necessary corporate or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Revenue” means revenue generated from the Parent’s consolidated business and classified as such in accordance with GAAP in the consolidated financial statements of the Parent.

“Revolver Availability” means an amount equal to (a) the Revolving Credit Facility Limit minus (b) the sum of all outstanding Advances under the Revolving Credit Facility.

“Revolving Credit Facility” is defined in Section 2.01(a).

“Revolving Credit Facility Commitment” means, the obligation of the Lender to make Advances to the Borrower under the Revolving Credit Facility up to an aggregate principal amount of $10,000,000 as the same may be increased from time to time pursuant to the Revolving Credit Facility Increase and the other terms hereof.

“Revolving Credit Facility Commitment Period” means the period from and including the Closing Date to the Revolving Credit Facility Termination Date.

“Revolving Credit Facility Increase” is defined in Section 2.01(b).

“Revolving Credit Facility Limit” is defined in Section 2.01(a).

“Revolving Credit Facility Termination Date” means the earliest to occur of: (a) the Maturity Date; and (b) the termination of the Revolving Credit Facility Commitments pursuant to Section 2.06, Section 3.06 or Section 8.12.

“Run-Rate Revenue” means the trailing 3-month Revenue multiplied by four (4).

“Sanctioned Person” means any Person that is: (a) designated under, listed on, or owned or controlled by a Person designated under or listed on, or acting on behalf of a Person designated under or listed on, any list of Persons who are subject to Sanctions under

​

- 18 -

​

Applicable Law that is binding on the Lender or any Loan Party; (b) located in, incorporated under the laws of, or owned or controlled (directly or indirectly) by, or acting on behalf of a Person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or (c) with whom the Lender would not be permitted to make a loan, continue to make a loan or provide financial accommodation to pursuant to any Sanctions.

“Sanctions” means any Applicable Law governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), Part II.1 of the Criminal Code (Canada), and the Export and Import Permits Act (Canada), and any regulations thereunder, and any similar law, rule, regulation or other Applicable Law in place in any foreign country including those in place in the United States.

“Sanctions Authority” means any of: (a) the Government of Canada; (b) the government of the United States of America; (c) the United Nations; (d) the European Union; (e) the United Kingdom; or (f) the respective departments and agencies of any of the foregoing, including Foreign Affairs, Trade and Development Canada, Global Affairs Canada, Public Safety Canada, the Office of Foreign Assets Control of the U.S. Department of the Treasury and the U.S. Department of State.

“Secured Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of each Loan Party arising under this Agreement or any other Financing Document or otherwise with respect to any Advance, including, without limitation, Lender Expenses, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any Insolvency Proceeding.

“Securities Account” has the meaning given to such term in the PPSA.

“Security Agreements” means the Canadian Security Agreement, the German Security Agreements and the USA Security Agreement.

“Security Documents” means each Security Agreement, any Collateral Access Agreements, any Control Agreement, the Intellectual Property Security Agreements, all PPSA and applicable foreign Law financing statements required thereby to be filed with respect to the security interests in personal Property and fixtures created pursuant thereto, and any and all other agreements or instruments now or hereafter executed and delivered to Lender by any Loan Party or any other Person as security for the Secured Obligations.

“Shares” means the issued and outstanding capital stock, membership units or other securities owned or held of record at any time by any Loan Party in any Subsidiary of such Loan Party.

​

- 19 -

​

“Sonalleve” means the innovative therapeutic platform combining real time MR imaging and thermometry with thermal ultrasound to enable precise and incision-free ablation of diseased tissue, CE marked for the treatment of uterine fibroids and palliative pain treatment of bone metastases.

“Standby Fee” is defined in Section 2.03(b).

“Standby Fee Rate” a rate equal to [***].

“Statutory Plan” means the benefit plans sponsored and/or administered by a Governmental Authority and that a Loan Party is required by any domestic or foreign statute to participate in or contribute to with respect to any current or former employee, independent contractor, director or officer of such Loan Party or any beneficiary or dependant thereof, including the Canada Pension Plan, the Quebec Pension Plan, and plans administered pursuant to applicable pension, health Tax, workplace safety insurance and employment insurance legislation.

“Subsidiary” means, with respect to any Person, any corporation, limited corporation, limited liability company, partnership, limited partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, limited corporation, limited liability company, partnership, limited partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, limited corporation, limited liability company, partnership, limited partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or Controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person. Unless otherwise specified herein, “Subsidiary” means a direct or indirect Subsidiary of a Loan Party.

“Taxes” or “Tax” means all present and future taxes, charges, fees, levies, imposts, surtaxes, duties and other assessments, including all income, sales, use, goods and services, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments, or similar charges of any nature, including Canada Pension Plan or similar plan in any other jurisdiction, and provincial pension plan contributions, unemployment insurance payments and workers’ compensation premiums and including all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Financing Document or from the execution, delivery of enforcement of, or otherwise with respect to, any Financing Document, together with any instalments with respect thereto, and any interest, fines and penalties with respect thereto, imposed by any Governmental Authority (including federal, state, provincial, municipal and foreign Governmental Authorities), and whether disputed or not.

“Term Loan” has the meaning set forth in the Original Credit Agreement.

​

- 20 -

​

“Term Sheet” means the term debt financing term sheet issued on November 29, 2024 by ▇▇▇▇▇▇ and accepted on December 10, 2024 by ▇▇▇▇▇▇▇▇.

“Term SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of forward-looking term rates based on SOFR selected by the Lender in its sole discretion).

“Term SOFR Rate” means, for any calculation with respect to a US Base Rate Advance, the rate per annum determined by the Lender as the Term SOFR Reference Rate for a tenor comparable to the applicable interest period on the day (such day, the “TS Determination Day”) that is two (2) Business Days prior to the first day of such applicable interest period, (a) in the case of a one (1) month interest period or such other tenors as may be published from time to time, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any TS Determination Day, a Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator, then the Term SOFR Rate will be the Term SOFR Reference Rate for the applicable tenor as published by the Term SOFR Administrator on the first Business Day preceding the TS Determination Day for which a Term SOFR Reference Rate was published by the Term SOFR Administrator for the applicable tenor so long as such first preceding Business Day is not more than three (3) Business Days prior to such TS Determination Day; and (b) in the case of any Term SOFR Reference Rate for any tenor that is not regularly published by the Term SOFR Administrator, as determined by the Lender pursuant to its standard or customary practice.

“Term SOFR Reference Rate” means, for any applicable tenor, the rate per annum determined by the Lender as the forward-looking term rate based on SOFR for such tenor.

“Tribunal” means any state, commonwealth, federal, foreign, territorial or other court or government body, subdivision, agency, department, commission, board, bureau or instrumentality of a governmental body.

“TSX” means the Toronto Stock Exchange.

“TULSA-PRO” is a therapy that combines real-time Magnetic Resonance Imaging with transurethral, robotically-driven therapeutic ultrasound and closed-loop thermal feedback control to provide precise ablation of the prostate while simultaneously actively protecting critical surrounding anatomy from potential side effects.

“Unrestricted Cash” means cash and Cash Equivalents of Borrower that do not appear on Borrower’s balance sheet as “restricted cash” and that (i) are deposited in Canada, Germany or the United States of America in a Deposit Account with the Lender or with an Affiliate of the Lender or (ii) otherwise deposited in Deposit Accounts or Securities Accounts subject to a Control Agreement.

“US Base Rate” for any day, means a rate per annum equal to the greatest of (a) the “prime rate” announced by the Wall Street Journal (“WSJ”) used for determining interest charged on US Dollar commercial loans in effect on such day (or, if no longer quoted by the WSJ, such other national publication selected by the Lender, acting reasonably); (b) the Federal

​

- 21 -

​

Funds Effective Rate in effect on such day plus 0.50%; and (c) Term SOFR Rate for a one month interest period as published on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that, if at any time the US Base Rate determined as above would be less than the US Base Rate Floor, the US Base Rate shall be deemed to be equal to the US Base Rate Floor. Any change in the US Base Rate due to a change in the WSJ’s quoted rates, the Federal Funds Effective Rate or Term SOFR Rate shall be effective as of the opening of business on the day such quoted rates become effective.

“US Base Rate Advance” means a Drawdown in U.S. Dollars made by the Lender to the Borrower hereunder which accrues interest at the US Base Rate.

“US Base Rate Floor” means a rate of interest equal to 6.25%.

“US Dollars” and “USD” mean the lawful currency of the United States of America.

“US GAAP” means generally accepted accounting principles that are in effect from time to time in the United States of America.

“US IP Security Agreements” has the meaning set forth in Section 4.01(i).

“Welfare Plan” means, other than a Statutory Plan, any medical, health, hospitalization, insurance or other employee benefit or welfare plan or arrangement of any nature or kind whatsoever, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, applicable to employees or former employees of a Loan Party or a Subsidiary who are resident in Canada, Germany or any other jurisdiction in which any Loan Party operates.

Section 1.02PPSA.

Any terms used in this Agreement that are defined in the PPSA shall be construed and defined as set forth from time to time in the PPSA unless otherwise defined herein.

Section 1.03Headings.

The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

Section 1.04References to Sections.

Whenever in this Agreement a particular article, section or other portion thereof is referred to, such reference pertains to the particular article, section or portion thereof contained herein, unless otherwise indicated.

Section 1.05Currency.

Except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in Dollars.

​

- 22 -

​

Section 1.06Gender and Number.

In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

Section 1.07Invalidity of Provisions.

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

Section 1.08Transition from GAAP to US GAAP.

If the Loan Parties shall elect as of the end of financial reporting period to prepare their financial statements in accordance with US GAAP, rather than GAAP, then, following delivery to the Lender of a completed Compliance Certificate attaching the information required to be delivered for such financial reporting period, the parties hereto shall use their best efforts to amend (in a manner mutually satisfactory to Lender and Loan Parties) the thresholds or methods of calculation required by Section 6.20 (including any definitions or components applicable thereto) such that compliance therewith is neither more nor less burdensome (as determined by the Lender in its sole discretion) to Loan Parties as a result of such conversion to US GAAP and, thereafter, all references in the Financing Documents to GAAP shall be deemed references to US GAAP.

Section 1.09Amendment or Waiver.

No amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

Section 1.10Non-Business Days.

If any date on which any payment is due or any action is required to be taken is not a Business Day, the date for payment or taking such action shall be the next Business Day following the date specified for such payment or action.

Section 1.11Currency Equivalents

For purposes of calculation and compliance with any limit set forth in Section 6.16 with respect to the amount of Indebtedness, Investment or any other amount subject to a basket that is incurred or made in a currency other than US Dollars, the equivalent amount in US Dollars shall be calculated based on the rate of exchange quoted by the Bank of Canada at the close of business on the Business Day preceding the date the transaction was completed. For purposes of calculation and compliance with the financial covenant set forth in Section 6.20 with respect to any Unrestricted Cash denominated in a currency other than US Dollars, the equivalent amount in US Dollars shall be calculated as of the date of determination based on the rate of exchange used in preparing the applicable financials statements delivered hereunder (or if there is no such rate, the

​

- 23 -

​

rate of exchange quoted by the Bank of Canada at the close of business on the Business Day preceding the date of calculation).

Section 1.12German Terms.

In this Agreement, where it relates to a company incorporated or established under the laws of Germany or a Financing Document governed by German law, a reference to:

​

- 24 -

​

Article ▇▇.▇▇▇▇▇▇ FACILITIES

Section 2.01The Commitments.

Section 2.02Reborrowing

Subject to the terms and conditions of this Agreement, during the Revolving Credit Facility Commitment Period, the Borrower may increase or decrease the amount of Advances outstanding under the Revolving Credit Facility by obtaining Advances, making repayments and obtaining further Advances of amounts that have been repaid.

Section 2.03Fees.

​

- 25 -

​

Credit Facility Commitment, which fee is fully earned and payable on the Closing Date (the “Commitment Fee”).

Section 2.04Payment; Computation.

All fees payable under this Agreement shall be paid on the dates due, in immediately available Canadian Dollars, to Lender. Fees shall be fully earned on the dates set forth in this Agreement and shall not be refundable under any circumstances.

Section 2.05Loan Account.

Lender shall maintain, in accordance with its usual practice, an account on its books in the name of Borrower (the “Loan Account”) on which Borrower will be charged with all Advances made by Lender to Borrower or for Borrower’s account and with all other Secured Obligations hereunder or under the other Financing Documents, including, the date, amount and interest rate of each Advance made to Borrower, accrued interest, fees and expenses, Lender Expenses, and the amount of any sum received by ▇▇▇▇▇▇ on account of the Secured Obligations. The entries made in lender’s records with respect to the Loan Account pursuant to this Section 2.05 shall be conclusive evidence (absent manifest error) of the existence and amounts of the obligations recorded therein; provided that the failure of Lender to maintain such records or any error therein shall not affect in any manner the obligations of the Borrower to repay the Advances and other Secured Obligations in accordance with this Agreement.

Section 2.06Termination or Reduction of the Revolving Credit Facility Commitment

​

- 26 -

​

Section 2.07Accordion Feature.

Article III.Payments and Prepayments

Section 3.01Repayment of Advances.

The Borrower shall repay or pay, as the case may be, all Secured Obligations under or in connection with the Revolving Credit Facility in full on the Maturity Date, including all outstanding Advances under the Revolving Credit Facility and all accrued interest, fees and other amounts then unpaid with respect to such Advances and the Revolving Credit Facility and the Revolving Credit Facility Commitment thereunder shall be automatically terminated on the Maturity Date.

​

- 27 -

​

Section 3.02Interest.

​

- 28 -

​

result in a receipt by that ▇▇▇▇▇▇ of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:

Section 3.03[Intentionally Deleted]

Section 3.04Voluntary Prepayment

​

- 29 -

​

Section 3.05Mandatory Prepayments.

Section 3.06Application of Prepayments.

Except as otherwise provided in this Agreement, prepayments pursuant to this Article III shall be applied as follows:

Section 3.07[Intentionally Deleted]

Section 3.08Payments Generally.

All payments to be made by any Loan Party shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except to the extent otherwise provided herein or in any other Financing Document, the Borrower shall make all payments of principal, interest and other amounts to be made by any Loan Party under the Financing Documents in immediately available funds, without deduction, set-off or counterclaim, to Lender at Lender’s Account (except as otherwise expressly provided in this Agreement), prior to 3:00 p.m. Toronto, Ontario time on the date when due. Any amounts received after such time on any date may, in the discretion of Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All amounts owing under any Financing Document are payable in Canadian Dollars unless otherwise specified herein. Except to the extent otherwise provided herein, if any payment under any Financing Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and interest thereon shall be payable for the period of such extension.

​

- 30 -

​

Section 3.09Change in Law and Increased Costs

and the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Advance (or of maintaining its obligation to make any such Advance) or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or otherwise), then from time to time Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.

​

- 31 -

​

Borrower shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

Section 3.10Taxes

​

- 32 -

​

such payment or liability delivered to the applicable Loan Party by the Lender shall be conclusive, absent manifest error.

​

- 33 -

​

Section 3.11Illegality

If Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Lender or its applicable lending office to make or maintain any Advance (or to maintain its obligation to make any Advance), or to determine or charge interest rates based upon any particular rate, then, on notice thereof by such Lender to Borrower, any obligation of such Lender with respect to the activity that is unlawful shall be suspended until Lender notifies Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, Borrower shall, upon demand from Lender, prepay in order to avoid the activity that is unlawful. Upon any such prepayment, Borrower shall also pay accrued interest on the amount so prepaid or converted. ▇▇▇▇▇▇ agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of ▇▇▇▇▇▇, otherwise be materially disadvantageous to Lender.

Article ▇▇.▇▇▇▇▇▇▇▇

Section 4.01Security Documents.

As general and continuing security for the due payment and performance of the Secured Obligations, the security described below was (or shall be) granted to the Lender under this Agreement:

​

- 34 -

​

governed by the laws of Germany and granting security over PM Germany’s accounts balances;

Section 4.02Control of Collateral; Control Agreements.

Each Loan Party shall maintain all Deposit Accounts (i) within Canada and the United States in accordance with Section 6.13, and if within the United States, subject to a Control Agreement and (ii) outside of Canada and the United States with financial institutions that are acceptable to the Lender and subject to a Control Agreement (or, if required, similar security instruments) unless such Deposit Accounts are Excluded Accounts. For clarity, all accounts in the United States shall require a Control Agreement unless they are held with the same legal entity as the Lender (and not an Affiliate thereof).  If from time to time any Collateral consists of property or rights of any Loan Party in which the perfection or priority of ▇▇▇▇▇▇’s security interest is dependent upon ▇▇▇▇▇▇’s gaining control of such Collateral (including Securities Accounts or other Investment Property), Borrower shall notify Lender and deliver the appropriate Control Agreements, and each Loan Party shall do the same with respect to any property securing the applicable Guarantee. No Control Agreement in respect of any Deposit Account, Securities Accounts or other Investment Property shall be modified by any Loan Party without the prior written consent of Lender.

Section 4.03Guarantors

If at any time Borrower owns, establishes or acquires a wholly-owned Material Subsidiary (including without limitation any wholly-owned Subsidiary that exists on the Closing Date and becomes a Material Subsidiary), Borrower shall immediately cause such Subsidiary to become a Guarantor hereunder, and deliver such Guarantee and other Security Documents so as to reflect and replicate the security delivered by Borrower on the Closing Date and the intent of

​

- 35 -

​

Section 4.05(b). The Borrower shall also deliver or cause the delivery of a pledge of all of the issued and outstanding equity of such new Guarantor concurrently therewith, together with any certificates representing such equity and corresponding powers of attorney in respect of such certificates.

Section 4.04Real Estate

Borrower shall:

Section 4.05Delivery of Additional Documentation Required.

Section 4.06Right to Inspect.

Lender (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (but, provided no Event of Default has occurred and is continuing, not more than once per fiscal year), at reasonable times and upon reasonable notice, during business hours, to

​

- 36 -

​

inspect the books and records of each Loan Party and to check, test, and appraise the Collateral in order to verify the Loan Parties’ financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral.

Article V.Representations and Warranties

Each Loan Party represents and warrants to Lender, on its own behalf and on behalf of each of its Subsidiaries, that:

Section 5.01Incorporation and Status.

Each Loan Party and each of its respective Subsidiaries is duly incorporated and organized, and is validly existing under its jurisdiction of organization. Such Loan Party and/or Subsidiary is duly registered, licensed or qualified as a foreign corporation, and is up to date in the filing of all corporate and similar returns and is in good standing under the laws of those jurisdictions where it operates and where failure to be so registered, licensed, qualified or up to date would have a Material Adverse Effect on it. For the purposes of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), the Centre of Main Interests of each Loan Party incorporated in a member state of the European Union is situated in its jurisdiction of organization and each Loan Party incorporated in a member state of the European Union has, and at all times during the three (3) month period prior, had, no Establishment in any other jurisdiction.

Section 5.02Corporate Power and Due Authorization.

Each Loan Party has the corporate power and capacity to enter into, and to perform its obligations under this Agreement and the Financing Documents, to which it is a party, as applicable. Each of this Agreement and the Financing Documents to which it is a party has been duly authorized, executed and delivered by such Loan Party (including, without limitation, receipt of all requisite board, stockholder and member approvals) and is a valid and binding obligation of such Loan Party enforceable in accordance with its terms, subject to the usual exceptions as to bankruptcy and the availability of equitable remedies.

Section 5.03Business of the Loan Parties.

Each Loan Party and each of its respective Subsidiaries has the corporate or other applicable power and capacity to own, lease or license its assets and to carry on its business.

Section 5.04No Contravention.

Neither the entering into and performing under this Agreement or the Financing Documents or the performance by each Loan Party of any of its respective obligations hereunder or thereunder will contravene, breach, result in any default or result in any acceleration, bonus or benefit to any other party under Governing Documents of such Loan Party or under any mortgage, lease, license agreement, supply agreement, contract, agreement, other legally binding instrument, license, permit, Regulatory Required Permit, statute, regulation, order, judgment, decree or law to which it is a party or by which it may be bound.

​

- 37 -

​

Section 5.05Not Insolvent.

No Loan Party, no Subsidiary nor any of their predecessors where applicable (a) has committed any act of bankruptcy or initiated or taken steps to initiate any Insolvency Proceeding, (b) (i) is insolvent, (ii) is unable for any reason to unable to meet its obligations as they generally become due, (iii) has ceased paying its current obligations or (iv) is a Person the aggregate of whose property is not, at fair valuation, sufficient, or, if disposed of at a fairly conducted sale under legal process, would not be sufficient to pay all its obligations due and accruing due, (c) has proposed, or given notice of its intention to propose, a compromise or arrangement to its creditors generally, including pursuant to any Insolvency Legislation, or (d) has any petition for a receiving order in bankruptcy filed against it, made a voluntary assignment in bankruptcy, taken any proceeding with respect to any compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound-up, taken any proceeding to have a receiver appointed of any part of its assets, has had any encumbrancer take possession of any of its property.

Section 5.06Approvals and Consents.

No authorization, consent or approval of, or filing with or notice to, any governmental agency, regulatory body, court or other person is required in connection with the execution, delivery or performance and compliance with the terms of this Agreement and the Financing Documents to which any Loan Party is a party nor will such performance and compliance contravene any statute, rule or regulation binding on any Loan Party.

Section 5.07Welfare and Pension Plans.

Each Loan Party and each Subsidiary has adopted all Welfare Plans required by Law and each of such plans has been administered, registered, funded, invested and maintained in compliance with its terms and such Laws in all material respects including, without limitation, all requirements relating to employee participation, funding, investment of funds, benefits and transactions with Loan Parties and persons related to them. No Loan Party nor any Subsidiary has any liability with respect to any post-retirement benefit (a) to any current or former employee, or (b) under a Welfare Plan (except, in each case, as set forth on Schedule 5.07). No Loan Party nor any Subsidiary maintains or contributes to, is required to maintain or contribute to, is a party to, is bound by, or has any liability or contingent liability under, a Pension Plan. There are no actions, claims or proceedings existing, pending or threatened against any Pension Plan or the assets of any such plan which could be reasonably expected to have a Material Adverse Effect.

Section 5.08Changes Since Date of Financial Statements.

No Loan Party nor any Subsidiary is a party to nor is bound by any contract, agreement or commitment that materially adversely affects or could reasonably be expected to materially adversely affect such Loan Party’s business or its financial condition or any of its assets. Additionally, since December 31, 2023, no event has (or would reasonably be expected to) give rise to a Material Adverse Effect, and no Loan Party nor any Subsidiary has (except as set forth on Schedule 5.08):

​

- 38 -

​

any encumbrance on or in respect of, its property or assets or any part thereof other than Permitted Encumbrances;

Section 5.09No Default Under Agreements.

No Loan Party nor any Subsidiary is in default or breach of any Material Agreement to which it is a party which default or breach has had or could reasonably be expected to have a Material Adverse Effect, no event has occurred that after notice or the passage of time, or both, would constitute such a default or breach, and all Material Agreements are in good standing in all material respects. A list of all Material Agreements, including all material supply agreements, is set forth on Schedule 5.09.

​

- 39 -

​

Section 5.10Title to Assets.

The Loan Parties and their respective Subsidiaries are the absolute beneficial owners of and have good and marketable title, free of all charges except for Permitted Encumbrances, to all the material assets owned by them and used in connection with the Loan Parties’ business.

Section 5.11Financial Matters.

The audited consolidated financial statements of the Parent for the fiscal year ended 2023 and the unaudited consolidated financial statements of the Parent, for the periods through December 31, 2024 present fairly in all material respects the consolidated financial position of the Parent, on a consolidated basis as at the dates indicated and the results of their operations and changes in their financial position for the periods specified and reflect all material liabilities (absolute, accrued, contingent or otherwise) of the Parent, as of the dates thereof and such financial statements have been prepared in conformity with GAAP applied, except as otherwise stated therein, on a consistent basis.

Section 5.12No Material Adverse Change

Since December 31, 2023, there has been no Material Adverse Change.

Section 5.13Environmental Matters.

(a) The assets of each Loan Party, and its respective Subsidiaries, have not been used by such Loan Party or Subsidiary in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such production, storage, handling, treatment, release or transport was in violation, in any material respect, of applicable Environmental Law, (b) to each Loan Party’s knowledge, no properties or assets of any Loan Party, or any of their respective Subsidiaries, has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party, nor its respective Subsidiaries, has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Property owned or operated by a Loan Party or its respective Subsidiaries, and (d) no Loan Party, nor its respective Subsidiaries, has received a summons, citation, notice, or directive from any federal or state governmental agency concerning any action or omission by any Loan Party, or their respective Subsidiaries, resulting in the releasing or disposing of Hazardous Materials into the environment. As used herein, “Hazardous Materials” means (A) substances that are defined or listed in, or otherwise classified pursuant to, any Applicable Laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (B) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (C) any flammable substances or explosives or any radioactive materials, and (D) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

​

- 40 -

​

Section 5.14Assets in Good Condition.

All the material physical assets of each Loan Party and its respective Subsidiaries  are in good operating condition and in a state of good maintenance and repair subject to the usual wear and tear for assets of that age.

Section 5.15Licenses and Agreements.

Each of the material licenses and agreements to which any Loan Party or any Subsidiary is a party is in good standing and in full force and effect, and neither a Loan Party nor a Subsidiary, nor to the best of the knowledge, information and belief of the Loan Parties, after due inquiry, any other party thereto, is in breach of any material covenants, conditions or obligations contained therein.

Section 5.16Tax Matters.

Each Loan Party and its respective Subsidiaries has filed all federal, provincial, state and other (including foreign) Tax returns which are required to be filed, and have paid all Taxes as shown on said returns, as well as all other Taxes to the extent that they have become due, unless being contested in good faith with appropriate reserves. All Tax liabilities of each Loan Party and each Subsidiary are adequately provided for on such Loan Party’s or Subsidiary’s books, including interest and penalties. No Tax liability has been asserted by taxing authorities for Taxes in excess of those already paid, and no taxing authority has notified any Loan Party, or any of their respective Subsidiaries, of any material deficiency in any federal, state and other Tax returns. Notwithstanding the foregoing, each of the representations set forth in this Section 5.16 shall be deemed to be satisfied where the potential liability does not exceed, and could not reasonably be expected to exceed, $15,000.00; provided that any such liability under such threshold known to the Loan Parties as of the Closing Date is set forth on Schedule 5.16 hereto.

Section 5.17Insurance.

Each Loan Party and its respective Subsidiaries maintains insurance for risks and in amounts customary for prudent companies in the Loan Parties’ or Subsidiary’s industry and owners of comparable assets with responsible insurers against such risks. No Loan Party, nor any of its respective Subsidiaries, is in default with respect to any of the material provisions contained in any current insurance policy or has failed to give any notice or pay any premium or present any unsettled claim under any current insurance policy in a due and timely fashion.

Section 5.18Intellectual Property.

The Loan Parties and their respective Subsidiaries own or possess all their Material Intellectual Property without any known conflict with, or infringement of, the rights of others. To the knowledge of the Loan Parties and their respective Subsidiaries, no Product or service marketed or sold (or proposed to be marketed or sold) by any Loan Party, or any of their respective Subsidiaries, violates or will violate any license or infringes or will infringe in any material manner any intellectual property rights of any other party. Schedule 5.18 lists (i) all applications and registrations of Intellectual Property of the Loan Parties and their Subsidiaries as of the date hereof and identifies which of such Intellectual Property is Material Intellectual Property as of the date

​

- 41 -

​

hereof, (ii) all in-bound license or sublicense agreements for Material Intellectual Property to which a Loan Party is a party as of the date hereof, and (iii) all material out-bound license or sublicense agreements to which a Loan Party is a party as of the date hereof (in the case of (ii) and (iii) except for licenses of commercially available software or information technology services). Other than as set forth on Schedule 5.18, or with respect to commercially available software products or information technology services, as of the date hereof there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Material Intellectual Property owned by any Loan Party or Subsidiary, nor is any Loan Party or Subsidiary, bound by or a party to any options, licenses or agreements of any kind with respect to any patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. With respect to any Material Intellectual Property that is a license agreement, Schedule 5.18 indicates as of the date hereof (A) the name of the licensor, (B) the name and date of the agreement pursuant to which such item of Material Intellectual Property is licensed, and (C) whether or not such license agreement grants an exclusive license to any Loan Party or Subsidiary. No Loan Party or Subsidiary has received any written communications alleging that such Loan Party or Subsidiary has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. It will not be necessary to use any inventions of any of such Loan Party’s, or their respective Subsidiaries’, employees or consultants (or Persons it currently intends to hire) made prior to their employment by such Loan Party or Subsidiary. Each employee or consultant engaged in research and development has entered into an invention assignment agreement or similar agreement with such Loan Party or Subsidiary, with respect to all intellectual property rights he or she develops pursuant to his or her employment or engagement to the applicable Loan Party or Subsidiary. No Subsidiary that is not a Loan Party owns any Material Intellectual Property.

Section 5.19Permits.

The Loan Parties, and their respective Subsidiaries, hold all permits (including Regulatory Required Permits), licenses, approvals, consents, authorizations, registrations, certificates and franchises of governmental agencies or regulatory bodies required to own its properties and assets and to carry on its business, except for any of the foregoing where the failure to hold the same would not have a Material Adverse Effect (the “Permits”), and a list of all such Permits is set forth on Schedule 5.19. All the Permits are in full force and effect; each Loan Party, and their respective Subsidiaries, is in compliance in all material respects with all the terms and conditions relating to the Permits; and there are no proceedings in progress, pending or, to such Loan Party’s or Subsidiary’s knowledge, threatened, that may result in revocation, cancellation, suspension, rescission or any adverse modification of any of the Permits nor, to the best of the knowledge, information and belief of such Loan Party or Subsidiary, after due inquiry, are there any facts upon which proceedings could reasonably be based.

Section 5.20Regulatory Required Permits.

With respect to any Product or service of any Loan Party or its respective Subsidiaries, (i) each Loan Party or Subsidiary has received, and such Product or service is the subject of, all Regulatory Required Permits needed in connection with the testing, manufacture, marketing or sale of such Product or conduct of such service as currently being conducted by or on behalf of

​

- 42 -

​

such Loan Party or Subsidiary, and (ii) such Product is being tested, manufactured, marketed or sold, as the case may be, in material compliance with all Applicable Laws and Regulatory Required Permits, and such Loan Party or Subsidiary has not received any notice from any applicable Regulatory Authority or any other Governmental Authority that such Regulatory Authority or Governmental Authority is conducting a material investigation or review of such Loan Party or Subsidiary.

Section 5.21Compliance with Laws and Litigation.

Section 5.22Material Facts Disclosed.

None of the statements, documents, certificates or other items prepared or supplied by any Loan Party, or their respective Subsidiaries, with respect to the transactions contemplated hereby contains an untrue statement of a material fact, or fails to disclose a fact that is necessary to be made in order for any material statement not to be misleading.

Section 5.23No Rights to Acquire Assets.

No person has any agreement or option or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement for the purchase of any assets of any Loan Party, or Subsidiary.

Section 5.24No Rights to Provide Financial Advisory Services.

No person has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement for the provision of financial advisory services to any Loan Party or Subsidiary.

​

- 43 -

​

Section 5.25Chief Executive Office and Location of Assets.

There is no location at which any Loan Party has any assets (except for Products in transit) other than those locations listed on Schedule 5.25. The chief executive office, registered office, principal place of business and the place where each Loan Party keeps its books and records is located and specifically identified on Schedule 5.25. The locations of any assets stored with a bailee or similar entity are located on Schedule 5.25.

Section 5.26Minute Books.

The minute books, stock certificate books and stock transfer ledgers of each Loan Party are true, correct, complete and up-to-date and contain the minutes of all meetings, and all resolutions, of the board of directors thereof (and all committees thereof) and shareholders thereof, except that minutes of the most recent meeting of the directors may not be included or may be included in such minute books in draft form.

Section 5.27Use of Proceeds; Margin Stock.

The proceeds of any of the Advances will be used solely as provided in this Agreement, and none of such proceeds will be used (i) for the purpose of purchasing or carrying any “margin stock” as defined in Regulations T, U or X of the Board of Governors of the Federal Reserve System (12 C.F.R. Parts 220, 221 and 224), (ii) for the purpose of maintaining, reducing or retiring any indebtedness which was originally incurred to purchase or carry a “margin stock,” or (iii) for any other purpose which might constitute this transaction a “purpose credit” within the meaning of Regulations T, U or X. No Loan Party, nor their respective Subsidiaries, is engaged in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock.” No Loan Party nor any Person acting on behalf of any Loan Party has taken or will take any action which might cause any of the Financing Documents to violate Regulations T, U or X, or any other regulations of the Board of Governors of the Federal Reserve System or to violate the Securities Exchange Act of 1934, as amended, or any rule or regulation thereunder, in each case as now in effect or as the same may hereafter be in effect.

Section 5.28Investment Company Act.

No Loan Party or Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.29Bank Accounts.

Schedule 5.29 lists, as of the Closing Date, all banks and other financial institutions at which any Loan Party maintains Deposit Account or Securities Accounts, and such Schedule correctly identifies the name and address of each depository or intermediary, the name in which such account is held, a description of the purpose of the account and the complete account number of such account.

​

- 44 -

​

Section 5.30Shares and Corporate Structure.

Section 5.31Liabilities.

No Loan Party, nor their respective Subsidiaries, has any material liabilities and, to the best of its knowledge no material contingent liabilities, not disclosed in the financial statements of the Parent, except (i) current liabilities incurred in the ordinary course of business to the date of the financial statements, which have not been, either in any individual case or in the aggregate, materially adverse and (ii) liabilities of a type not required by GAAP to be reflected in financial statements.

Section 5.32Employee Matters.

No Loan Party nor any Subsidiary is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement, except as

​

- 45 -

​

set forth on Schedule 5.32. No employee or former employee of a Loan Party or Subsidiary has been granted the right to continued employment by such Loan Party or Subsidiary or to any material compensation following termination of employment with such Loan Party or Subsidiary, except as set forth on Schedule 5.32. To each Loan Party’s knowledge, no employee of any Loan Party, or their respective Subsidiaries, nor any consultant with whom such Loan Party, or their respective Subsidiaries, has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, such Loan Party or Subsidiary; and to each Loan Party’s knowledge the continued employment by such Loan Party or Subsidiary of its respective present employees, and the performance of such Loan Party’s or Subsidiary’s contracts with its independent contractors, will not result in any such violation, and no such Loan Party or Subsidiary has received any notice alleging that such violation has occurred. No Loan Party, nor any of its Subsidiaries, is aware that any officer, key employee or group of employees of such Loan Party or Subsidiary intends to terminate his, her or their employment with any Loan Party, or any of their respective Subsidiaries, as applicable, nor does any Loan Party, or any of their respective Subsidiaries, have a present intention to terminate the employment of any such officer, key employee or group of employees. Each former employee of each Loan Party, and their respective Subsidiaries, whose employment was terminated by such Loan Party or Subsidiary has entered into an agreement with such Loan Party or Subsidiary providing for the full release of any claims against such Loan Party or Subsidiary, or any related party arising out of such employment. There are no actions pending, or to such Loan Party’s or Subsidiary’s knowledge, threatened, by any former or current employee concerning such person’s employment by such Loan Party or Subsidiary. Each of the Loan Parties and each of their respective Subsidiaries is in compliance in all material respects with all Laws respecting labour and employment terms, conditions and practices.

Section 5.33Non-Arm’s Length Transactions

All agreements, arrangements or transactions between any Loan Party or their respective Subsidiaries, on the one hand, and any Affiliate of or other Person not dealing at arm’s length with the Borrower (other than ordinary course arrangements with any employee, management or director of the Borrower), on the other hand, in existence as of the Closing Date are set forth on Schedule 5.33.

Section 5.34Description of Real Property

Schedule 5.34 contains a description as of the Closing Date of (a) all real property owned by the Loan Parties (including municipal addresses, legal description (to the extent available), a brief description of such property and its use), and (b) all real property leased by the Loan Parties (including municipal addresses, legal description (to the extent available), the name of the landlord, the term and any renewal rights under the applicable lease and a brief description of such property and its use).

Section 5.35Sanctions

​

- 46 -

​

indirectly, to fund any operations in, finance or facilitate any investments, activities, business or transaction with, or make any payments to, a Sanctioned Person or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions in any manner that would result in any violation by any Person (including the Lender) of (i) any Sanctions; or (ii) any applicable regulations, rules or executive orders issued or administered by any Sanctions Authority.

Section 5.36Anti-Terrorism and Anti-Money Laundering Laws

​

- 47 -

​

Article VI.Covenants

For as long as the Secured Obligations remain outstanding or Lender has any commitment to extend credit, each Loan Party agrees as follows:

Section 6.01Use of Proceeds.

The Borrower shall only use the proceeds of the Advances (i) on the Closing Date, to repay the Term Loan and (ii) thereafter, for general corporate and working capital purposes.

Section 6.02Payment of Principal and Interest; Secured Obligations.

Each of the Loan Parties will duly and punctually pay the Secured Obligations, including, without limitation, the principal and interest accrued on the Advances at the time and in the manner specified herein.

Section 6.03Lender Expenses.

Each of the Loan Parties shall pay all Lender Expenses on demand.

Section 6.04Compliance with Laws; Permits; Corporate Existence.

Each of the Loan Parties shall (and shall cause its Subsidiaries, if any, to) maintain its corporate existence (other than in accordance with Section 6.16(d) or Section 6.16(e)), carry on and conduct its business in a proper and business-like manner, take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, including all Permits, and comply with all Applicable Laws, in each case in all material respects. Each of the Loan Parties shall also forthwith notify Lender in writing of the dissolution or wind-up of any existing Loan Party or Subsidiary or the creation or acquisition of any new Subsidiary after the date hereof (and whether such Subsidiary is a Material Subsidiary).

Section 6.05Delivery of Collateral and Perfection.

Each Loan Party shall take such actions at the sole cost and expense of such Loan Party, as may be required or desirable and as requested by ▇▇▇▇▇▇, to preserve, protect or perfect the security interests of Lender with respect to the Collateral.

Section 6.06Collateral.

Each Loan Party will defend the Collateral against, and will take such other action as is necessary to remove, any and all security interests on and claims in respect of the Collateral other than the security interests created by this Agreement and Permitted Encumbrances.

Section 6.07Operating Leases.

Neither a Loan Party nor any of its Subsidiaries will enter into or maintain operating leases (other than real property leases) such that the aggregate annual consolidated expenditure on such operating leases would be greater than $350,000.

​

- 48 -

​

Section 6.08Insurance.

Each Loan Party shall (and shall cause each of its Subsidiaries to) maintain insurance for risks and in amounts customary for prudent companies in the Loan Parties’ industry and owners of comparable assets with responsible insurers against such risks, which insurance shall be satisfactory to Lender, including but not limited to, business interruption, with Lender being named as a lender first loss payee and mortgagee with respect to any commercial property insurance of each Loan Party and as additional insured with respect to any general liability insurance of each Loan Party, and shall provide appropriate endorsements. Borrower shall promptly notify Lender of the occurrence of any event which would negatively affect any insurance coverage. If a Loan Party does not maintain insurance as required under this Section 6.08 or pay any amount or furnish required proof of payment to Lender, Lender may make all or part of such payment or obtain such insurance policies required in this Section 6.08.

Section 6.09Transactions with Affiliates.

No Loan Party shall or shall permit any of its Subsidiaries to enter into any transaction with any officer, director, employee, shareholder or any Person not dealing at arm’s length or any Affiliate of any of the foregoing (specifically excluding any employment or option agreement or intercompany indebtedness or transactions between a Loan Party and any of its Subsidiaries) unless such transaction is on terms no less favorable to such Loan Party than would be obtainable in an arm’s length transaction. The Loan Parties shall provide the Lender with evidence of compliance with this covenant upon request.

Section 6.10Material Agreement.

Each Loan Party shall observe each term, covenant and agreement contained in the Material Agreements, except to the extent that any non-compliance could not reasonably be expected to result in Material Adverse Effect. At Lender’s request, each Loan Party shall provide copies of any Material Agreements entered into after the Closing Date.

Section 6.11Reporting.

​

- 49 -

​

Account maintained by any Loan Party, along with the applicable cash balance held in such Deposit Account, within 30 days of the end of each month, to be set out in a Compliance Certificate as referred to in Section 6.20. Parent shall provide, upon request by the Lender, general ledger accounts and any board and board subcommittee materials and shall provide online access to the Lender to quarterly board materials.

Section 6.12Healthcare Regulatory Matters.

Each Loan Party:

​

- 50 -

​

Section 6.13Accounts

The Borrower shall cause all proceeds of the Revolving Credit Facility to be funded into a Deposit Account with the Lender or an Affiliate of the Lender in the United States.

Each Loan Party shall cause all of its Deposit Accounts, except for any Excluded Accounts, in Canada and the United States to be held with the Lender as of the Closing Date, provided that, for certainty, all banking services offered to the Borrower will be subject to fees comparable with customers similar to the Borrower and in accordance with the Lender’s standard practice in effect from time to time.

Section 6.14Sanctions

Each Loan Party, and their respective Subsidiaries, shall:

Section 6.15Anti-Terrorist Financing and Anti-Money Laundering Laws

​

- 51 -

​

Section 6.16Negative Covenants.

Without the prior written consent of Lender, no Loan Party shall (or shall permit any of its Subsidiaries, if any, to):

​

- 52 -

​

a jurisdiction or otherwise established in a way that is not subject to perfected security in favour of the Lender pursuant to the Security Documents (which for clarity shall include any assets in Germany that are not subject to the German Security Agreements);

Section 6.17Maintenance of Records.

The Loan Parties will keep and maintain accurate and complete records of the Collateral.

Section 6.18Notices.

Borrower shall provide written notice to Lender at least 30 days prior to:

Promptly upon becoming aware of same, ▇▇▇▇▇▇▇▇ shall provide prompt written notice to ▇▇▇▇▇▇, of:

​

- 53 -

​

Section 6.19Limitations on Modifications, Waivers, Extensions.

Other than in the ordinary course of business, no Loan Party will (or will permit any of its Subsidiaries, if any, to): (i) amend, modify, terminate or waive any provision of any Permit, contract, license or any agreement giving rise to a material Account except in the ordinary course of business and which would not result in a Material Adverse Effect; or (ii) fail to exercise promptly and diligently its rights under each Permit, contract and agreement giving rise to an Account except in the ordinary course of business and if such failure is or could not reasonably be expected to have a Material Adverse Effect.

Section 6.20Financial Covenants

The Loan Parties shall ensure that:

Section 6.21Intellectual Property.

​

- 54 -

​

or any Subsidiary from granting a security interest in a Loan Party’s or any Subsidiary’s interest in such license or agreement or would adversely affect Lender’s ability to exercise remedies pursuant to any Financing Documents with respect to Collateral without prior notice to Lender and obtaining such modifications to such license or agreement to ensure Lender’s rights and remedies pursuant to the Financing Documents are not materially impaired as Lender may request. The Loan Parties shall not be in material breach of any licenses and agreements pursuant to which any Loan Party licenses Material Intellectual Property.

Section 6.22Pension Plans

The Loan Parties, and their respective Subsidiaries, shall administer, fund, invest and maintain all Pension Plans and Welfare Plans, if any, in compliance with their terms and all Laws.

Section 6.23Material Subsidiaries

The Loan Parties shall cause each Material Subsidiary to promptly comply with Section 4.03. The Loan Parties shall ensure that all Material Agreements are entered into by and all Material Intellectual Property is held through entities that are Loan Parties.

​

- 55 -

​

Section 6.24Centre of Main Interests

Each Loan Party incorporated in a member state of the European Union must not cause or allow its registered office or Centre of Main Interests to be in, or maintain an Establishment in, any jurisdiction other than its jurisdiction of incorporation.

Section 6.25Limitation on Restrictive Agreements

The Borrower shall not (and shall cause any Subsidiary of the Borrow to note) create, incur, assume, permit to exist any consensual limitation or restriction on the ability of the Borrower or any Subsidiary of the Borrower to:

Section 6.26Limitation on Hedge Arrangements

Each Loan Party shall not enter into Hedge Arrangements of any kind after the date of this Agreement, except for Hedge Arrangements with the Lender in the ordinary course of a Loan Party’s business (but not for speculative purposes) to hedge or mitigate bona fide interest rate, currency or commodity risks to which the Loan Parties are exposed in the conduct of their business or the management of their liabilities.

ARTICLE VII.CONDITIONS

Section 7.01Conditions Precedent to Amended and Restated Credit Agreement.

The Borrower acknowledges that (i) certain conditions precedent have previously been satisfied in connection with the effectiveness of the Original Credit Agreement, and (ii) without limiting the right of the Lender with regard to making further advances, the effectiveness of this Agreement is subject to the following conditions precedent having been satisfied:

​

- 56 -

​

​

- 57 -

​

​

- 58 -

​

Section 7.02Conditions Precedent to all Extensions of Credit.

The obligation of Lender to make any Advances or other credit extensions under this Agreement shall be subject to the following conditions precedent:

ARTICLE ▇▇▇▇.▇▇▇▇▇▇ OF DEFAULT

Section 8.01Events of Default.

Any of the following shall constitute an Event of Default under this Agreement:

​

- 59 -

​

​

- 60 -

​

​

- 61 -

​

and such revocation, rescission, suspension, modification or non-renewal has, or could reasonably be expected to have, a Material Adverse Effect.;

Section 8.02Lender’s Remedies Upon Default.

​

- 62 -

​

Section 8.03Lender Protective Payments.

Without notice to or demand upon any Loan Party, make such payments and do such acts as Lender considers necessary or reasonable to protect its security interests in the Collateral, enhance the likelihood of repayment of the Secured Obligations, or pay any other amount payable by or chargeable to any Loan Party pursuant to the terms of this Agreement, including costs, fees, and expenses, and Lender Expenses. All such amounts shall be added to the principal outstanding of the Revolving Credit Facility outstanding hereunder, and be repayable on demand and secured by the Collateral.

Section 8.04Remedies Cumulative.

The rights and remedies of Lender under this Agreement, the other Financing Documents, and all other agreements shall be cumulative. Lender shall have all other rights and remedies not inconsistent herewith as provided under the PPSA or other similar applicable foreign Law, by law, or in equity. No exercise by ▇▇▇▇▇▇ of one right or remedy shall be deemed an election, and no waiver by ▇▇▇▇▇▇ of any Event of Default shall be deemed a continuing waiver. No delay by ▇▇▇▇▇▇ shall constitute a waiver, election, or acquiescence by it.

Section 8.05Power of Attorney.

Each Loan Party hereby irrevocably makes, constitutes, and appoints Lender (and any of Lender’s officers, employees, or agents designated by Lender) as such Loan Party’s true and lawful attorney, during the existence of an Event of Default, with power to (a) sign the name of such Loan Party on any Additional Documents, (b) sign such Loan Party’s name on any invoice or bill of lading relating to the Collateral, drafts against Account Debtors, or notices to Account Debtors, (c) send requests for verification of Accounts, (d) endorse such Loan Party’s name on any collection item that may come into ▇▇▇▇▇▇’s possession, (e) make, settle, and adjust all claims under such Loan Party’s policies of insurance and make all determinations and decisions with respect to such policies of insurance, and (f) pay, contest or settle any Lien or other encumbrance or adverse claim in or to the Collateral or any judgment based thereon. The appointment of ▇▇▇▇▇▇ as each such Loan Party’s attorney, and each and every one of its rights and powers, being coupled with an interest, is irrevocable until all of the Secured Obligations have been fully and finally repaid and performed and any obligation of Lender to extend credit hereunder is terminated.

​

- 63 -

​

Each Loan Party hereby releases Lender (and any of Lender’s officers, employees, or agents designated by Lender) from the restrictions (to the extent that such restrictions would otherwise apply) on self-dealing and multi-representation pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions (if any) applicable to it pursuant to any other applicable laws, in each case to the extent legally possible to such Loan Party. For the avoidance of doubt, if and to the extent that ▇▇▇▇▇▇ is authorised to sub-delegate (by power of attorney or otherwise) any powers granted to it under the Financing Documents (or any of them), this shall extend to include such release. Each Loan Party which is barred by its constitutional documents, by-laws or otherwise from validly granting such release will inform ▇▇▇▇▇▇ accordingly.

Section 8.06Notice of Event of Default.

Each Loan Party shall promptly give notice in writing to Lender of the occurrence of any Event of Default or other event which, with the lapse of time or giving of notice or otherwise, would be an Event of Default, forthwith upon becoming aware thereof. Such written notice shall specify the nature of such default or Event of Default and the steps taken to remedy the same.

Section 8.07Default under Other Encumbrances.

Any amount paid by Lender before or after the occurrence of an Event of Default on account of monies payable under any Lien upon the Collateral or any part thereof shall be repaid by the Loan Parties to Lender on demand and shall:

Section 8.08Judgment.

Neither the taking of any judgment nor the exercise of any power of seizure or sale shall operate to extinguish the liability of the Loan Parties to perform the Secured Obligations nor shall such operate as a merger of any covenant or affect the right of Lender to receive interest at the specified rate, and any judgment shall bear interest at such rate.

Section 8.09Application of Proceeds.

During the existence of an Event of Default, Lender may apply in any order all payments received or funds coming into its possession.

Section 8.10Limitation of Liability.

Lender shall not be liable by reason of any entry into or taking possession of any of the Collateral charged or intended to be charged by the Security Documents or any part thereof, to account as mortgagee in possession or for anything except actual receipts or be liable for any loss on realization or any act or omission for which a secured party in possession might be liable.

​

- 64 -

​

Lender shall not, by virtue of these presents, be deemed to be a mortgagee in possession of the Collateral. Lender shall not be liable or accountable for any failure to exercise its remedies, take possession of, seize, collect, realize, sell, lease or otherwise dispose of or obtain payment for the Collateral and shall not be bound to institute proceedings for such purposes or for the purpose of preserving any rights, remedies or powers of Lender, any Loan Party or any other person in respect of same. Each Loan Party hereby releases and discharges Lender from every claim of every nature, whether sounding in damages or not, which may arise or be caused to any Loan Party or any person claiming through any Loan Party by reason or as a result of anything done or omitted to be done, as the case may be, by Lender or any successor or assign claiming through or under Lender under the provisions of this Agreement, unless such claim is the result of ▇▇▇▇▇▇’s gross negligence or willful misconduct as determined by a final, non-appealable judgment.  The guarantee limitations set forth in clause 4.10 of the Canadian Guarantee shall apply mutatis mutandis to any indemnity granted by or other secondary liability of a Loan Party incorporated as limited liability company (GmbH) in Germany to the Lender pursuant to this Section 8.10.

Section 8.11Borrower Liable

Borrower hereby waives any requirement that the Lender protect, secure, perfect or insure any security interest or Lien, or any property subject thereto, or exhaust any right or take any action against any other Loan Party or other entity. ▇▇▇▇▇▇▇▇ agrees not to seek payment directly or indirectly from another Loan Party through a claim of indemnity, contribution, or otherwise with respect to the Secured Obligations, until the Secured Obligations have been repaid in full and this Agreement has terminated. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Loan Party in contravention of this Section, such Loan Party to hold such payment in trust for Lender and such payment shall be promptly delivered to Lender for application to the Secured Obligations, whether matured or unmatured.

Section 8.12Termination of ▇▇▇▇▇▇’s Obligations

The occurrence of an Event of Default shall relieve the Lender of all obligations to provide any further Drawdowns to the Borrower hereunder and the Lender may give notice to the Borrower declaring the Lender’s obligations to make Advances to be terminated, in which case such obligations shall be immediately terminated.

ARTICLE IX.DETAILS REGARDING ADVANCES AND PAYMENTS

Section 9.01Drawdown Notices

​

- 65 -

​

Section 9.02Minimum Amounts

Each Drawdown made under this Agreement shall be made in minimum principal amounts of $100,000 and in integral multiples of $50,000.

Section 9.03Payments by the Borrower

ARTICLE X.GENERAL

Section 10.01Releases.

Lender may in its discretion from time to time release any part of the Collateral or any other security either with or without any sufficient consideration therefor, without responsibility therefor and without thereby releasing any other part of the Collateral or any other security or any Person from the security created by this Agreement or any of the Financing Documents or from any of the covenants herein contained. Each and every portion into which the Collateral is or may hereafter be divided does and shall stay subject to the Lien pursuant to this Agreement. No Person shall have the right to require the Secured Obligations to be apportioned and Lender shall not be accountable to any Loan Party for any moneys except those actually received by Lender.

Section 10.02Governing Law; Jurisdiction; Jury Trial Waiver and Judicial Reference.

All Financing Documents, except if expressly provided otherwise therein, shall be exclusively (without regard to any rules or principles relating to conflicts of laws) governed by, enforced and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Loan Party hereby irrevocably and unconditionally consents, for itself and its property, to the exclusive jurisdiction of the courts of the Province of Ontario with

​

- 66 -

​

respect to any matter arising under or relating to this Agreement or any of the other Financing Documents, except if expressly provided otherwise therein. Each Loan Party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and such Loan Party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Nothing in this Agreement shall affect any right that Lender may otherwise have to bring any action or proceeding relating to any Financing Document against a Loan Party or its properties in the courts of any jurisdiction. Each Loan Party hereby waives personal service of the summons, complaints and other process issued in such action or suit and agrees that service of such summons, complains and other process may be made by registered or certified mail addressed to Borrower as its duly appointed process agent at the address set forth in, or subsequently provided to Lender in accordance with this Agreement, and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage paid. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH LOAN PARTY AND ▇▇▇▇▇▇ ▇▇▇▇▇▇ THEIR RIGHT TO A JURY TRIAL OF ANY CLAIMS OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE FINANCING DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

Section 10.03Whole Agreement.

This Agreement and other Financing Documents and any and all other documents ancillary thereto and executed and delivered in connection therewith, constitute the entire agreement between the parties hereto with respect to the subject matter hereof.

Section 10.04Time.

Time shall be of the essence of all provisions of this Agreement and the other Financing Documents.

Section 10.05Notices.

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by prepaid first-class mail, e-mail, facsimile, or by other electronic communication or by hand-delivery as hereinafter provided. Any such notice or other communication, if mailed by prepaid first-class mail at any time other than during, or within three (3) Business Days prior to, a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received on the fourth Business Day after the postmarked date thereof, or if sent or by means of electronic communication, shall be deemed to have been received on the Business Day of the sending (provided it was sent before 4:30 p.m. Toronto, Ontario time), or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an employee of the addressee at such address with responsibility for matters to which the information relates. Notice of change of address shall also be governed by this Section 10.05. In the event of a

​

- 67 -

​

general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications shall be delivered by hand or any means of electronic communication and shall be deemed to have been received in accordance with the foregoing. Notices and other communications shall be addressed as follows:

Profound Medical Inc.

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. Unit #6

Mississauga, Ontario

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, Chief Financial Officer

Email: [***]

for any borrowing request:

Canadian Imperial Bank of Commerce

[***]

e-mail: [***]

Attention: [***]

for all other notices:

Canadian Imperial Bank of Commerce

[***]

e-mail: [***]

Attention: [***]

Canadian Imperial Bank of Commerce

[***]

e-mail: [***]

Fax: [***]

Attention: [***]

​

- 68 -

​

Section 10.06Successors and Assigns.

This Agreement shall be binding on each Loan Party and its successors and assigns and shall inure to the benefit of Lender and its successors and permitted assigns. Each Loan Party agrees not to assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of Lender which it may exercise in its sole and absolute discretion. Lender shall be entitled to assign this Agreement to any other party (with, so long as no Default or Event of Default has occurred, the consent of Borrower); provided, that so long as no Default or Event has occurred, such assignment shall not increase the relevant Loan Party’s obligation to reimburse, indemnify or make whole the Lender pursuant to Section 3.09 or Section 3.10 as a result of such assignment. Notwithstanding the foregoing, an assignment to an Affiliate of Lender may be made at any time without consent and an assignment pursuant to a synthetic risk transfer or by way of a sale of participations by the Lender to any Person, may be made at any time without consent or notice to the Loan Parties.

Section 10.07Indemnification.

Each Loan Party hereby agrees to indemnify, defend and hold Lender and its principals, employees, agents, attorneys, or any other Person affiliated with or representing Lender (each, an “Indemnified Person”) harmless against: (i) all obligations, demands, claims, and liabilities (collectively, “Indemnified Claims”) claimed or asserted by any other party in connection with the transactions contemplated by the Financing Documents; and (ii) all losses or expenses (including Lender Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Lender and any Loan Party (including attorneys’ and other legal fees and expenses), except for Indemnified Claims or losses finally determined by a court of competent jurisdiction to have been directly caused by such Indemnified Person’s gross negligence or willful misconduct. This provision shall survive the termination of this Agreement and the repayment of the Secured Obligations.  The guarantee limitations set forth in clause 4.10 of the Canadian Guarantee shall apply mutatis mutandis to any indemnity granted by or other secondary liability of a Loan Party incorporated as limited liability company (GmbH) in Germany to the Lender pursuant to this Section 10.07.

Section 10.08No Set-Off.

The Secured Obligations shall be paid by the Loan Parties without regard to any set-off, withholding, counterclaim or equities between any Loan Party and Lender.

Section 10.09Permitted Encumbrance.

Notwithstanding any other provision in this Agreement, the parties confirm their intent that the references to Permitted Encumbrances herein are not intended to imply the subordination by Lender to any Person whatsoever.

Section 10.10Press Releases.

Each Loan Party agrees that Lender may issue press releases announcing the fact and extension of the financing under this Agreement and further agrees that Lender may display any Loan Party’s logo on its website and collateral material consistent with its other portfolio

​

- 69 -

​

companies. Lender’s use of such logo shall be subject to such Loan Party’s approval, which shall not be unreasonably withheld.

Section 10.11Confidentiality.

Lender agrees to use the same degree of care that it exercises with respect to its own proprietary information to maintain the confidentiality of any and all proprietary, trade secret or confidential information provided to or received by Lender from or on behalf of the Loan Parties, which indicates that it is confidential or would reasonably be understood to be confidential, including business plans and forecasts, non-public financial information, confidential or secret processes, formulae, devices and contractual information, customer lists, and employee relation matters, provided that Lender may disclose such information to its officers, directors, employees, attorneys, accountants and affiliates, and such other Persons to whom Lender shall at any time be required to make such disclosure in accordance with Applicable Law and in connection with the exercise of remedies, and provided that the foregoing shall not apply to information that is in the public domain or becomes part of the public domain (other than as a result of its disclosure by Lender in violation of this Agreement) after disclosure to Lender. The confidentiality agreement in this Section supersedes any prior confidentiality agreement of Lender relating to the Loan Parties.

Section 10.12Judgment Currency

​

- 70 -

​

or judicial order at the rate of exchange prevailing on the Judgement Conversion Date.

Section 10.13Anti-Money Laundering Legislation

Section 10.14Counterparts.

This Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original and which counterparts taken together shall constitute one and the same Agreement. This Agreement may be executed by facsimile or pdf, and any signature contained hereon by facsimile or pdf shall be deemed to be equivalent to an original signature for all purposes.

Section 10.15Keepwell

Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this guaranty in respect of a Hedge Arrangement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.15for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.15 or otherwise under this guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).  Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act under this Section 10.15 shall remain in full force and effect until the termination of all Hedge Arrangements. Each Qualified ECP Guarantor intends that this Section 10.15constitute, and this Section 10.15 shall be deemed to constitute, a “keepwell, support,

​

- 71 -

​

or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 10.16Acknowledgement Regarding Any Supported QFCs

To the extent that the Financing Documents provide support, through a guarantee or otherwise, for Hedge Arrangements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Financing Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

​

- 72 -

​

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

Section 10.17Amendment and Restatement; No Novation.

This Agreement constitutes an amendment and restatement of the Original Credit Agreement, as amended, effective from and after the Closing Date. It is the express intent of the parties to this Agreement that (A) the execution and delivery of this Agreement not constitute a novation or extinguishment of any indebtedness or other obligations owing to the Lender under the Original Credit Agreement but that such indebtedness and other obligations under the Original Credit Agreement shall continue, uninterrupted, but on the amended and restated terms set forth in this Agreement and, as applicable, the other Financing Documents; (B) this Agreement does not supersede the Original Credit Agreement but, instead, amends and restates the Original Credit Agreement on the terms set forth herein; (C) the execution and delivery of any amendment to, or amendment and restatement of, any Security Document executed or delivered in connection with the Original Credit Agreement not constitute a novation or extinguishment of any security interest or Lien created under such Security Document; and (D) all security interests in and Liens on the Collateral granted under any Security Document executed or delivered in connection with the Original Credit Agreement shall, upon the execution and delivery of this Agreement, continue, uninterrupted, to secure the Loan Parties’ indebtedness and obligations under the Financing Documents (as applicable) on the terms set forth in the such Security Document or, as applicable, any amendment to or amendment and restatement of such Security Document executed or delivered in connection with this Agreement.  On the Closing Date, the credit facilities described in the Original Credit Agreement, as amended, shall be amended, supplemented, modified and restated in their entirety by the corresponding credit facilities described herein, and all loans and other obligations of the Borrowers and the obligations of the other Loan Parties outstanding or existing as of such date under the Original Credit Agreement are and shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person.  In furtherance of (but not limited to) the foregoing, all interest and fees of the Loan Parties under the Original Credit Agreement shall accrue at the rates therefor under the Original Credit Agreement and shall, on and after the Closing Date, accrue at the rates set forth in this Agreement and be payable on the dates set forth in this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

​

​

- 73 -

​

IN WITNESS WHEREOF, each of the parties hereto have duly executed this Agreement as of date first written above.

​

​

​

​

​

​

​

​

​

​

​

​

Signature Page – Credit Agreement

​

​

​

​

​

​

​

​

Signature Page – Credit Agreement

​

​

​

​

Signature Page – Credit Agreement

​

Exhibit A

COMPLIANCE CERTIFICATE

____________ __, 202__

CIBC Innovation Banking

▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇

Toronto, Ontario

M5J 1E7

Attention: [***]

Re:Amended and Restated Credit Agreement, dated as of March 3, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Profound Medical Inc., an Ontario corporation (the “Borrower”), the other Loan Parties from time to time party thereto, and CIBC (“Lender”).

Ladies and Gentlemen:

Concurrently herewith Borrower delivers to Lender the [monthly/quarterly/annual] financial statements for the period ending _________________. Any capitalized terms used herein but not defined shall have the meaning set forth in the Credit Agreement.

This letter shall serve as certification by or on behalf of the Borrower to Lender of the following:

​

​

​

​

(b)In accordance with Section 6.20 of the Credit Agreement, the Loan Parties are in compliance with the following financial covenants:

For the month ended ____________________________:

​

​

​

​

​

- 2 -

​

​

​

​

​

​

​

​

​

​

​

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

​

​

- 3 -

​

[SIGNATURE PAGE TO COMPLIANCE CERTIFICATE]

This Compliance Certificate is a Financing Document. Such certification is made as of ____________ __, 202__.

​

​

​

​

Exhibit B

DRAWDOWN REQUEST

Date: [●]

To: Canadian Imperial Bank of Commerce (the “Lender”)

Ladies and Gentlemen:

2.The undersigned hereby requests a Drawdown under the Credit Agreement as follows:

(a)Drawdown Date: [●], which day is a Business Day.

(b)Amount of Drawdown: $[●].

(c)Currency: US Dollars.

(d)Credit Facility: Revolving Credit Facility.

(e)Type of Advance: US Base Rate Advance.

3.Payment Instructions. Please remit funds to: [●]¹.

4.The undersigned hereby certifies that:

(a)All representations and warranties made in Article V of the Credit Agreement or in the other Financing Documents shall be true and correct in all material respects (unless such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Drawdown Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date);

(b)No development or event has occurred that has had or could reasonably be expected to have a Material Adverse Effect and there has been no material deterioration in the

​

​

​

​

​

​

consolidated financial condition of the Loan Parties since the date of the most recent financial statements submitted to Lender;

(c)All conditions precedent to a Drawdown set out in Section 7.02 of the Credit Agreement have been satisfied as of the date of this request;

(d)No Default or Event of Default has occurred and is continuing, or would result from the borrowing requested herein or from the application of the proceeds therefrom;

(e)No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the extending of such credit has been issued and remains in force by any Tribunal against any Loan Party or any of their Affiliates; and

(f)The Borrower shall be in pro-forma compliance with the financial covenants set out in Section 6.20 of the Credit Agreement after giving effect to the Drawdown requested and has provided satisfactory evidence of same as requested by the Lender.

​

​

​

- 2 -

​

Exhibit C

BORROWING BASE CERTIFICATE

​

​

​

​

​

​

​

​

​

DATED this [●] day of [●], [●].

​

​

​

​

​

EXHIBIT 1

​

BORROWING BASE CALCULATIONS

​

[To be completed by ▇▇▇▇▇▇▇▇]

​