Profound Medical Corp. Sample Contracts
PROFOUND MEDICAL CORP. as Issuer, as U.S. Trustee and as Canadian Trustee Indenture Dated as of [__________]Indenture • June 14th, 2024 • Profound Medical Corp. • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of ____________, between PROFOUND MEDICAL CORP., a corporation existing under the Business Corporations Act (Ontario) (herein called the “Company”), having its principal office at 2400 Skymark Avenue, Unit 6, Mississauga, Ontario, L4W 5K5, Canada, and ____________, a ____________, organized under the laws of ____________, as U.S. trustee (herein called the “U.S. Trustee”), and ____________, a ____________, organized under the laws of ____________, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
Standard Contracts
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2019 • Profound Medical Corp. • Ontario
WHEREAS the Company and the Employee entered into a letter agreement as to employment on August 12, 2016 (the “Original Agreement”); and
PROFOUND MEDICAL CORP. Up to US$30,000,000 of Common Shares Equity Distribution AgreementEquity Distribution Agreement • September 7th, 2023 • Profound Medical Corp. • Surgical & medical instruments & apparatus • New York
Profound Medical Corp., a corporation organized under the laws of the Province of Ontario, Canada (the “Company”), confirms its agreement (this “Agreement”) with Stifel Nicolaus Canada Inc. (“Stifel”) and Stifel, Nicolaus & Company, Incorporated (“Stifel U.S.” and collectively with Stifel, the “Agents”) with respect to the issuance and sale from time to time by the Company of common shares in the capital of the Company (“Common Shares”, and any Common Shares sold pursuant to the terms of this Agreement are referred to herein as “Shares”), having an aggregate offering price of up to US$30,000,000 (or the equivalent in Canadian dollars determined using the daily exchange rate posted by the Bank of Canada on the date the Shares are sold) (the “Maximum Amount”) through or to the Agents, as sales agents, on the terms and subject to the conditions set forth in this Agreement.
PROFOUND MEDICAL CORP. 2,758,621 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2020 • Profound Medical Corp. • Surgical & medical instruments & apparatus • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2025 • Profound Medical Corp. • Surgical & medical instruments & apparatus
THIS AGREEMENT dated as of March 22, 2022, has an effective date of February 1, 2022 (the “Start date”), and signed acceptance of this agreement date of on or before March 23, 2022, the expiry date of this offer of employment.
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2025 • Profound Medical Corp. • Surgical & medical instruments & apparatus • Florida
WHEREAS Parent, which owns 100% of the equity of the Company, and the Employee entered into a letter agreement as to employment on August 12, 2016 which was amended and restated as of January 1, 2018 (the “Original Agreement”); and
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 November 3,...Credit Agreement • May 1st, 2023 • Profound Medical Corp. • Surgical & medical instruments & apparatus
This CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) dated as of November 3, 2022, 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 28th, 2023 • Profound Medical Corp. • Surgical & medical instruments & apparatus • New York
The undersigned, Profound Medical Corp., a corporation organized under the laws of the Province of Ontario, Canada (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Titan Partners Group LLC, a division of American Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
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...Credit Agreement • March 7th, 2025 • Profound Medical Corp. • Surgical & medical instruments & apparatus
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”).
Agreement by and between Profound Medical Inc. (- hereinafter referred to as “the Receiver” -) and SIEMENS Healthcare GmbH (- hereinafter referred to as “SIEMENS” -) - the Receiver and SIEMENS hereinafter referred to individually as “PARTY” or...Confidentiality Agreement • March 7th, 2025 • Profound Medical Corp. • Surgical & medical instruments & apparatus
The PARTIES now wish to substitute and replace the Original Agreement with this Agreement in connection with all sales and other activities as of the Effective Date, such that all prior financial commitments and obligations are released and replaced with the financial commitments and obligations of this Agreement.
RESALE PURCHASING AGREEMENTResale Purchasing Agreement • August 29th, 2019 • Profound Medical Corp.
This Resale Purchasing Agreement is effective as of July 31, 2017 ("Effective Date") by and between Philips Medical Systems Nederland B.V. having a place of business at Veenpluis 4-6, 5684 PC Best, the Netherlands (“Philips”); and Profound Medical Inc., having a place of business at 2400 Skymark Avenue, Unit #6, Mississauga, ON, L4W 5K5, Canada (“Supplier”) (individually, a “Party” and jointly, the “Parties”)
PROFOUND MEDICAL CORP. 4,666,700 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2024 • Profound Medical Corp. • Surgical & medical instruments & apparatus • New York
AMENDED AND RESTATED TECHNOLOGY LICENCE AGREEMENT THIS AMENDED AND RESTATED TECHNOLOGY LICENCE AGREEMENT is made as of May 16, 2011Technology License Agreement • August 29th, 2019 • Profound Medical Corp. • Ontario
NOW THEREFORE, in consideration of the mutual premises set forth herein (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
NONCOMPETITION, NONSOLICITATION AND CONFIDENTIALITY AGREEMENTNoncompetition, Nonsolicitation and Confidentiality Agreement • August 29th, 2019 • Profound Medical Corp.
This Noncompetition, Nonsolicitation and Confidentiality Agreement (this "Agreement"), effective as of the Closing Date (as defined in the Purchase Agreement which is defined below), is made by and among Koninklijke Philips NV (the “Vendor”), and Profound Medical Inc. (the “Purchaser”), a wholly-owned subsidiary of Profound Medical Corp.
Agreement by and between Profound Medical Inc. (- hereinafter referred to as “the Receiver” -) and SIEMENS Healthcare GmbH (- hereinafter referred to as “SIEMENS” -) - the Receiver and SIEMENS hereinafter referred to individually as “PARTY” or...Confidentiality Agreement • August 29th, 2019 • Profound Medical Corp.
The PARTIES now wish to substitute and replace the Original Agreement with this Agreement in connection with all sales and other activities as of the Effective Date, such that all prior financial commitments and obligations are released and replaced with the financial commitments and obligations of this Agreement.
ASSET AND SHARE PURCHASE AGREEMENTAsset and Share Purchase Agreement • August 29th, 2019 • Profound Medical Corp.
SUPPLY AGREEMENTSupply Agreement • August 29th, 2019 • Profound Medical Corp.
PROFOUND MEDICAL INC., a company incorporated under the laws of the province of Ontario and having its registered address at 2400 Skymark, Unit 6, Mississauga, Ontario L4W 5K5, Canada
AMENDED AND RESTATED TECHNOLOGY LICENCE AGREEMENTTechnology Licence Agreement • March 7th, 2025 • Profound Medical Corp. • Surgical & medical instruments & apparatus • Ontario
Profound Medical’s TULSA-PRO® Now Compatible with GE Healthcare’s 3T MRI Scanners - First Agreement Signed for a TULSA-PRO® System Interfaced with a GE Scanner -Site Agreement • March 1st, 2022 • Profound Medical Corp. • Surgical & medical instruments & apparatus
TORONTO, March 01, 2022 (GLOBE NEWSWIRE) -- Profound Medical Corp. (NASDAQ:PROF; TSX:PRN) (“Profound” or the “Company”), a commercial-stage medical device company that develops and markets customizable, incision-free therapies for the ablation of diseased tissue, today confirmed the TULSA-PRO® system’s new compatibility with GE Healthcare’s 3T Magnetic Resonance Imaging (“MRI”) scanners. Profound subsequently signed the first site agreement for a TULSA-PRO® system interfaced with a GE scanner with Boston’s renowned Brigham and Women's Hospital.
Profound Medical and RadNet Sign the First-Ever U.S. Multi-Center Commercial Agreement for TULSA-PRO®Multi-Center Commercial Agreement • January 10th, 2020 • Profound Medical Corp. • Surgical & medical instruments & apparatus
TORONTO, Jan. 10, 2020 (GLOBE NEWSWIRE) -- Profound Medical Corp. (TSX:PRN; NASDAQ:PROF) (“Profound” or the “Company”), a commercial-stage medical device company focused on customizable, incision-free therapies which combine real-time Magnetic Resonance Imaging (“MRI”), thermal ultrasound and closed-loop temperature feedback control for the radiation-free ablation of diseased tissue, today announced the signing of its first-ever U.S. multi-site imaging center agreement for TULSA-PRO® with RadNet, Inc. (NASDAQ:RDNT), a national leader in providing high-quality, cost-effective, fixed-site outpatient diagnostic imaging services through a network of 340 owned and/or operated outpatient imaging centers.
PROFOUND MEDICAL CORP. 2,950,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2020 • Profound Medical Corp. • Surgical & medical instruments & apparatus • New York
Profound Medical Corp., a corporation organized under the laws of the Province of Ontario, Canada (the “Company”), confirms its agreement with Cowen and Company, LLC (“Cowen”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Cowen is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common shares in the capital of the Company (“Common Shares”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 442,500 additional Common Shares. The aforesaid 2,950,000 Common Shares (the “Initial Securities”) to be purchased by the Underwrite
