Employment Agreement, dated October 14, 2024, by and between the Company and Tom Tamberrino

EMPLOYMENT

Title: The Employee shall serve the Company as its Chief Commercial Officer. The Employee shall report directly to the Chief Executive Officer (“CEO”) and shall have such duties and responsibilities commensurate with his title. The Employee acknowledges the Company may re- assign, re-allocate, or re-organize the Employee’s duties and responsibilities only if reasonably based on changing circumstances, provided such duties and responsibilities are consistent with the role of a Chief Commercial Officer of a similarly sized Company and do not reflect a material adverse change in the Employee’s status, duties or reporting relationship.

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

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

Service: The Employee’s hours and schedule may change from time to time depending on the Company’s business needs. The Employee shall not engage in any other business, profession or occupation, or become an officer, employee, contractor for service, agent, or representative of any other company, partnership, firm, person, organization, or enterprise during the term of this Agreement; provided that the Employee may engage in the approved outside activities set forth in Exhibit A.

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

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

Place of Work: The Employee may work remotely within the United States, provided that the Employee will be required to travel (both domestically and internationally) as required by the Company from time to time in order to perform the Employee’s duties.

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

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

Company Policy: The Employee acknowledges and agrees that the employment relationship will be governed by the standards and terms established by the Company’s policies as they are established from time to time and the Employee agrees to comply with the terms of such policies which may be introduced, amended, deleted or modified in the sole discretion of the Company, provided that doing so does not constitute a material change in the Employee’s terms of employment.

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

COMPENSATION

Base Salary: The Employee will earn an annualized salary of (i) US$300,000 from the Effective Date (the “Base Salary”), less applicable deductions, payable in arrears for all services and work the Employee performs for the Company. Any increases will be in the discretion of the Board of Directors of the Company (the “Board”). The Base Salary will be payable in accordance with the Company’s normal payroll practices.

Variable compensation: Beginning in the fiscal year 2025, the Employee will have the opportunity to earn an annual commission of up to $300,000 (the “Target Commission”), which shall be based on the annual topline global revenue target for Profound Medical Corp. (the “Parent”) and its subsidiaries as determined for each year by the Board and senior management team (the “Revenue

Stock Options: The management of the Company will request the Board on the Board meeting following the Employee’s start date to grant options for 200,000 shares of common stock (the “Options”) in the Parent. Each option shall vest and become exercisable as to 1/4 on the first anniversary of the Employee’s start date and as to 1/36 on the first day of each calendar month thereafter. Once approved, the Options will be granted as soon as reasonably practicable and shall be subject to the terms and conditions of the Profound Medical Amended and Restated Option Plan (the “Plan”).

Benefits: The Employee will be entitled to participate in the standard insurance plans and other benefit programs (the “Employee Benefits”) which are substantially similar, to the extent practical and commercially reasonable, which the Parent offers to its executive level employees from time- to-time. The Company reserves the right to unilaterally revise the terms of the Employee Benefits, to change carriers, or to eliminate any Employee Benefits altogether. The Employee Benefits will be provided in accordance with the formal plan documents or policies and any issues with respect to entitlement or payment of benefits under any of the Employee Benefits will be governed by the terms of such documents or policies establishing the benefits in issue and will be a matter between the Employee and the insurer. The Company’s liability with respect to the Employee Benefits will be limited to the payment of its share of applicable premiums. Employee Benefits shall include Directors and Officers liability insurance and Employee shall be covered by and subject to any indemnification policies maintained by the Company.

Car Allowance: The Company shall provide the Employee with a monthly car allowance of $600.00, subject to applicable taxes and withholdings.

Expenses: The Company will reimburse the Employee for all reasonable business expenses actually and exclusively incurred in connection with the performance of duties under this Agreement, provided such expenses are incurred and accounted for in accordance with the general

National Holidays: The Company recognizes the national holidays observed in the United States.

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

TERMINATION OF AGREEMENT AND EMPLOYMENT

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

the Company shall pay the Employee for (i) all unpaid Base Salary, and any unused vacation that may be required to be paid out by law, earned or accrued up to and including the Employee’s last day of employment (the “Termination Date”), such payment to be made no later than the first regular payroll date of the Company following the Termination Date; (ii) reimbursement of any eligible unreimbursed business expenses incurred by Employee through the Termination Date and timely and properly reported by Employee, such reimbursement to be paid in accordance with Company policy; and (iii) any other payments and benefits to which Employee may be entitled under the terms of any applicable compensation or benefit arrangement of the Company or under applicable law as of the Termination Date (collectively, Sections 3.1(a)(i) – (iii) are the “Accrued Obligations”);

all benefits coverage and other perquisites of the Employee’s employment shall cease on the later of the Termination Date, subject to applicable law and plan terms; and

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

Termination by the Employee: The Employee may terminate this Agreement at any time:

without the occurrence of a Good Reason Event (as that term is defined below) by providing the Company with ninety (90) days’ prior written notice. Upon receipt of such notice, the Company may at any time terminate the employment of the Employee without further obligation or compensation to the Employee other than the Accrued Obligations.

with the occurrence of a Good Reason Event, in which case the Employee shall be entitled to receive the Accrued Obligations and the Severance Benefits (as defined below) provided that the Employee complies with the Employee’s obligations set forth in Section 3.8.

For the purposes of this Agreement, “Good Reason Event” means the existence of any one or more of the following conditions without the Employee’s consent, provided the Employee submits written notice to the Company within 45 days of when such condition(s) first arose specifying the condition(s): (A) material diminution of the Employee’s role in the Company; (B) material diminution of the Employee’s status in the

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

without Cause by providing the Employee (subject to Section 3.8 of this Agreement) with the Accrued Obligations and the following severance benefits (collectively, the “Severance Benefits”): (i) six (6) months of pay of Base Salary (but without giving effect to any reduction if one or all of the bases for the Employee’s resignation for a Good Reason Event is a reduction in Base Salary) payable to the Employee in installments beginning with the first practicable payroll period occurring upon the later of (A) after the Release (as that term is defined below) becomes irrevocable and effective or (B) the expiration of the Transition Period, and will continue in accordance with the Company’s normal payroll practices; (ii) any earned but unpaid Target Commission for a previous calendar year; (iii) if applicable and not yet paid, the 2024 Guaranteed Commission, which shall be payable in a single lump sum in the first practicable payroll period occurring after the Release becomes irrevocable and effective; and (iv) the pro-rated amount of the Target Commission that the Employee could have earned had the Employee been employed by the Company for the full fiscal year, which shall be payable in a single lump sum in the first practicable payroll period occurring after the Release becomes irrevocable and effective. For purposes of this Section 3.3(a)(iv) only, the topline revenue earned by the Parent and its subsidiaries through the end of the Employee’s last full month of work shall be used to calculate the pro-rated Revenue Target.

for frustration of contract upon the death of the Employee or if the Employee becomes subject to a Disability. For purposes of this Agreement, “Disability” means the Employee is unable to perform the essential functions of the Employee’s position, with or without a reasonable accommodation, for a period of 90 consecutive calendar days or 180 non- consecutive calendar days within any rolling 12-month period. In the event of a termination pursuant to this Section 3.3(b), the Company shall pay the Employee (or the

at any time for Cause, without notice or pay in lieu of notice. In the event of a termination for Cause, the Company shall pay the Employee the Accrued Obligations and no further compensation. For the purposes of this Agreement, “Cause” shall be defined as:

any material breach of the provisions of this Agreement or the Company’s policies by the Employee if the Company has provided the Employee, with written notice of such breach and such breach has not been remedied within thirty (30) days thereafter;

any intentional or grossly negligent disclosure of any Confidential Information by the Employee;

any fraud, misappropriation of the property or funds of the Company or its affiliates, embezzlement, or other similar acts of dishonesty;

the willful allowance by the Employee of the Employee’s duty to the Company or its affiliates and the Employee’s personal interests to come into conflict in a material way in relation to any transaction or matter that is of a substantial nature, other than conflicts which are fully disclosed and approved by the Board;

the Employee’s criminal, or other conviction of any criminal summary conviction offence or indictable offence (other than a traffic citation) that is detrimental to the business or reputation of the Company or its affiliates; or

if the Employee’s willful misconduct or gross negligence causes the Employee to be subject to a final and non-appealable enforcement order (or regulatory settlement in respect thereof) concerning a securities, financial services, health or other regulatory offence that is detrimental to the business or reputation of the Company or its affiliates.

Termination in Connection with a Change in Control: In the event that either the Company terminates the Employee without Cause or the Employee resigns following a Good Reason Event, in either instance to occur within twelve (12) months following the occurrence of a Change in Control, and provided that the Employee complies with the Employee’s obligations set forth in Section 3.8, the Employee shall be entitled to receive the following benefits (the “Change in Control Severance Benefits”): (i) the Accrued Obligations; (ii) the Severance Benefits; and (iii) any unvested Options shall immediately vest if the Employee was employed for twelve (12) months prior to the Change in Control. If any provision of this Section 3.4 conflicts with any provision of the Plan or any applicable award agreement, the provision more favorable to the Employee shall govern.

Timing of Payments: All amounts payable hereunder in respect of Base Salary shall be paid in installments in accordance with the Company’s normal payroll practices. Payments in respect of annual or prorated commissions shall be paid at the time the annual commissions would otherwise be paid unless specifically set forth in this Agreement. All payments hereunder shall be subject to the usual employment withholdings and deductions as required by applicable law.

No Implied Entitlement: Other than as expressly provided herein, the Employee will not be entitled to receive any further pay or compensation, severance pay, notice, payment in lieu of notice, incentives, bonuses, benefits or damages of any kind from the Company or from any affiliate of the Company. The Employee will not be entitled to receive any further pay or compensation (except for pay, if any, accrued and owing under this Agreement up to the date of termination of employment) from the Company, and for clarity, without limiting the foregoing, the Employee will not be entitled to any bonus or pro rata bonus payment that has not already been awarded to the Employee by the Company, except as set forth in this Agreement.

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

Obligations Upon Termination: The Employee agrees that the Employee shall not be entitled to receive any severance fee or other benefits under Sections 3.2, 3.3, or 3.4 of this Agreement if the Employee breaches any of his obligations arising under Sections 4, 5, 6, 7, 8, and 10 hereof. The Employee acknowledges that until a release in the form of Exhibit B hereto (a “Release”) is timely executed and delivered to the Company and becomes effective and irrevocable, the Company will not make any severance payments or benefits due under Sections 3.2, 3.3, or 3.4 of this Agreement following termination of the Employee. The Employee further acknowledges that if the Release is not timely executed and delivered to the Company, or if it is revoked following delivery, the severance payments and other benefits described in Sections 3.2, 3.3, or 3.4 shall be forfeited.

CONFIDENTIAL INFORMATION PROTECTIONS

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

The term “Confidential Information” shall mean any and all confidential knowledge, data or information related to the Company’s business or its actual or demonstrably anticipated research or

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

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

Notwithstanding any other provision of this Agreement: (a) the Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed under seal in a lawsuit or other proceeding; and (b) if the Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Employee may disclose the Company’s trade secrets to the Employee’s attorney and use the trade secret information in the court proceeding if the Employee: (i) files any document containing trade secrets under seal; and (ii) does not disclose trade secrets, except pursuant to court order.

The Employee understands that nothing contained in this Agreement limits the Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each, a “Government Agency”). The Employee further understands that this Agreement does not limit the Employee’s ability to communicate with any Government Agencies or otherwise

RETURN OF COMPANY PROPERTY

Without limiting the provisions of Section 3.1(c), upon termination of the Employee’s employment or upon the Company’s request at any other time, the Employee will deliver to the Company all of the Company’s property, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Inventions, Third Party Information or Confidential Information and certify in writing that the Employee has fully complied with the foregoing obligation. The Employee agrees that the Employee will not copy, delete, or alter any information contained upon any Company computer or Company equipment before the Employee returns it to the Company. In addition, if the Employee has used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, the Employee agrees to provide the Company with a computer- useable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and the Employee agrees to provide the Company access to the Employee’s system as reasonably requested to verify that the necessary copying and/or deletion is completed. Employee may retain any documents evidencing his terms of employment and compensation without violation hereto.

NON-COMPETITION/NON-SOLICITATION

The Employee covenants and agrees that for the period of the Employee’s employment by the Company and for one (1) year after termination of such employment for any reason, the Employee will not, without the Company’s express written consent, anywhere in the world, be employed by or contribute to any business activity that is competitive with the business of the Company or its affiliates or involves the use of real-time magnetic resonance imaging or ultrasound or similar technologies in the delivery of ablative tools.

The Employee covenants and agrees that for the period of the Employee’s employment by the Company and for one (1) year after termination of such employment for any reason, the Employee will not, either directly or indirectly, solicit or attempt to solicit any employee, independent contractor, or consultant of the Company or its affiliates to terminate his, her or its relationship with Company or its affiliates in order to become an employee, consultant, or independent contractor to or for any other person or entity.

NOTIFICATION OF NEW EMPLOYER

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

INJUNCTIVE RELIEF

The Employee acknowledges and agrees that: (a) the services to be rendered by the Employee to the Company are of a special and unique character; (b) the Employee will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing strategies by virtue of the Employee’s employment with the Company; (c) the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company; (d) the amount of the Employee’s compensation reflects, in part, the Employee’s obligations and the Company’s rights under the restrictive covenants set forth

PUBLICITY

Except to the extent required by the Employee’s duties or customarily performed by the Employee, the Employee shall not, without the prior written consent of the Company, make or give any public announcements, press releases or statements to the public or the press regarding the Employee’s work or the Company’s business. Updating the Employee’s social media, including without limitation LinkedIn, to reference the Employee’s position or title with the Company shall not be considered a violation hereto.

NOTICES

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

If to the Employee, at the Employee’s then current address in the Company’s payroll records with a copy (which shall not constitute notice) to Evan Belosa, Esq.,

If to the Company:

SURVIVAL

The Employee’s obligations under this Agreement shall survive the termination of the Employee’s employment, regardless of the manner or reason for termination, including, without limitation, those set forth in Sections 4 through 6 hereof.

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

SEVERABILITY

Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement will be held as unenforceable and thus stricken, such holding will not affect the validity of the remainder of this Agreement, the balance of which will continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by applicable law. The parties expressly agree that this Agreement as so modified by the court will be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement will be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.

WAIVER

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

ASSIGNMENT

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

ENTIRE AGREEMENT

This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written and oral communications, understandings, agreements, representations and warranties between the Employee and the Company with respect to such matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by the Employee and the Company. Any subsequent change or changes in duties, salary or compensation will not affect the validity or scope of this Agreement.

HEADINGS

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

INDEPENDENT LEGAL ADVICE

The Employee acknowledges that the Employee has read and understands this Agreement, and acknowledges that an opportunity was provided to obtain separate legal advice about it. The Company shall promptly reimburse the Employee for the reasonable costs of obtaining legal advice regarding this Agreement, up to a maximum reimbursement of $5,000.

COUNTERPARTS

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

LAWS

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to any conflict- or choice-of-law principle that would call for the application of the law of another jurisdiction.

COMPANY AND AFFILIATES

Whenever the context suggests , the term “the Company” shall also include the Parent and the affiliates of the Company and of the Parent, including, without limitation, for purposes of Sections 4-6 and 8. Without limiting the foregoing, Confidential Information of the Company includes information of the Parent and the affiliates of the Company and of the Parent, and the non solicitation and noncompetition clauses relate to the employees and business of the Parent and the and the affiliates of the Company and of the Parent.

TAX MATTERS

The Company will have the right to withhold and deduct from any payments or deemed payments hereunder any amounts of tax withholding that it determines be required by federal, state and local law, whether U.S. or non-U.S.

This Agreement is intended to comply with or satisfy an exemption from Section 409A of the

The Employee may participate on one (1) board of directors of a charitable organization at a time, which participation must be approved in advance by the Company’s Chief Executive Officer (“CEO”) in the CEO’s sole discretion, acting reasonably. Any board participation approved pursuant to this subsection is limited to a maximum of twelve (12) hours per year; and

The Employee may retain any professional licenses that the Employee holds as of the Effective Date and may devote no more than twelve (12) hours every two years to maintaining those professional licenses.

General Release and Covenant Not to Sue.

Acknowledgments. The Employee acknowledges that: