UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 14A
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.       )

Check the appropriate box:

MAWSON INFRASTRUCTURE GROUP INC.

(Name of Registrant As Specified In Its Charter)

__________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

April 8, 20226, 2023

To the Stockholders of Mawson Infrastructure Group Inc.,

You are cordially invited to attend the Annual Meeting of the Stockholders (the “2022“2023 Annual Meeting”) of Mawson Infrastructure Group Inc. (the “Company”).

The 20222023 Annual Meeting will be held at:on:

•        USA — Wednesday, May 18, 2022, 5.00pm17, 2023, 5pm Eastern Time

•        Australia — Thursday, May 19, 2022, 7.00am Sydney time

•        Israel — Thursday, May 19, 2022, 12.00am Tel Aviv time

You can attend the 20222023 Annual Meeting via the virtual meeting portal at:

Meeting link: https://web.lumiagm.com/368427604377729827

The Board of Directors of the Company (the “Board”) has decided to hold the 20222023 Annual Meeting entirely online via the virtual meeting portal and as such, no in-person option will be available. This is important because it enables the Company’s stockholders to participate in the 20222023 Annual Meeting from any location, which is important and necessary, especially in light of the Covid-19 pandemic andit also to reducereduces the carbon footprint of the Company’s activities.

Further instructions on how to attend and participate in the virtual meeting are available at www.mawsoninc.com.

You will be asked to vote upon the following proposals at the 20222023 Annual Meeting:

1.      Approve the election of four (4) nominees as directors of the Company, the four (4) directorseach of whom are currently serving on the Board, to serve until the 20232024 annual meeting of stockholders.stockholders –

(i)     Greg Martin;

(ii)    Michael Hughes;

(iii)   James Manning; and

(iv)   Rahul Mewawalla.

2.      Ratify the appointment of LNP Audit and Assurance International Pty LtdWolf & Company PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2023.

3.      Advisory vote to approveAmend the compensation paid to the Company’s named executive officers (“Say-on-Pay”).

4.      Advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers (“Say-on-Frequency”).2021 Equity Incentive Plan.

Any other business will be transacted as may properly come before the 20222023 Annual Meeting or any adjournments thereof.

The Board of Directors unanimously recommends that you vote “FOR” each of the proposals.

The Board of Directors has fixed March 29, 202228, 2023, as the record date for determining those stockholders entitled to receive notice of, and to vote at, the 20222023 Annual Meeting, or any postponement thereof. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the 20222023 Annual Meeting.

Please review the attached Notice of Meeting and Proxy Statement for more detail and explanation of the proposals to be considered at the 20222023 Annual Meeting.

We thank you for your continued support.

NOTICE OF THE 20222023 ANNUAL MEETING OF STOCKHOLDERS

Your vote is important. Whether or not you plan to participate in the 20222023 Annual Meeting we encourage you to vote your shares by proxy as soon as possible soto ensure that we can ensure your vote is counted.

TABLE OF CONTENTS

MAWSON INFRASTRUCTURE GROUP INC.
201 Clark Street, Sharon PA 16146

Level 5, 97 Pacific Highway, North Sydney NSW Australia 2060

PROXY STATEMENT

FOR THE 20222023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on

USA — Wednesday May 18, 2022, 5.00pm17, 2023, 5 pm Eastern Time

Australia — Thursday May 19, 2022, 7.00am Sydney time

Israel — Thursday May 19, 2022, 12.00am Tel Aviv time

This Proxy Statement contains information about the 20222023 Annual Meeting of Stockholders (“20222023 Annual Meeting”) of Mawson Infrastructure Group Inc. (referred to in this proxy statement as “Mawson”, “the Company”, “we”, “our” or “us”).

The 20222023 Annual Meeting will be held virtually over the internet on–on –

USA — Wednesday May 18, 2022, 5.00pm17, 2023, 5 pm Eastern Time

Australia — Thursday May 19, 2022, 7.00am Sydney time

Israel — Thursday May 19, 2022, 12.00am Tel Aviv time

You can attend the 20222023 Annual Meeting via the virtual meeting portal at:

Meeting link: https://web.lumiagm.com/368427604377729827

Holding the 20222023 Annual Meeting online enables our stockholders to participate from any location with internet connectivity, enhances accessibility for all stockholders, and reduces the carbon footprint of our activities and is particularly important for all stockholders in light of the Covid-19 pandemic.activities. The 20222023 Annual Meeting has been designed to provide the same rights to participate as stockholders would have at an in-person meeting. Information on how to participate in this year’s virtual meetingMeeting can be found below.

This Proxy Statement is furnished in connection with the solicitation of proxies by our Board of Directors for use at the 20222023 Annual Meeting and at any adjournment of that 2023 Annual Meeting. All proxies will be voted in accordance with the instructions they contain. If you do not specify your voting instructions on your proxy, it will be voted in accordance with the recommendations of our Board of Directors.

These proxy materials together with our Annual Report to stockholders on Form 10-K for our 2021 fiscal year, are first being made available to stockholders on or about April 8, 20226, 2023 and are also available online at www.mawsoninc.com, the Securities and Exchange Commission’s website,www.sec.gov,, and www.edocumentview.com/MIGI. For ease of voting, stockholders are encouraged to vote using the Internet. We encourage you to access and review all the information in the proxy materials before voting.

QUESTIONS AND ANSWERS ABOUT ATTENDING THE 2023 ANNUAL MEETING AND VOTING

Instructions on How to Attend the 20222023 Annual Meeting

To participate in the 20222023 Annual Meeting, you must access the Virtual Meeting Portal using the link:

Meeting link: https://web.lumiagm.com/368427604.377729827

Stockholders who wish to vote during the 20222023 Annual Meeting will also be required to enter their username (which is thetheir control number) and password (which is the postcode of their registered address). Any other participants will only be required to enter their name and email address.

Further detailed instructions on how to attend and participate at the 20222023 Annual Meeting can be found on our website: www.mawsoninc.com.

What is the purpose of the 20222023 Annual Meeting?

Our 20222023 Annual Meeting will be held to vote on the following proposals:

1.      to elect as directors the four (4) nominees named in this Proxy Statement to serve until the 20232024 Annual Meeting of Stockholders;

2.      to ratify the appointment of LNP Audit and Assurance International Pty LtdWolf & Company PC as our independent registered public accounting firm for the fiscal year ending December 31, 2022;2023; and

3.      an advisory vote to approve the compensation paid to the Company’s named executive officers (Say-on-Pay); and

4.      an advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers (Say-on-Frequency).Amend 2021 Equity Incentive Plan.

In addition, we will transact such other business as may properly come before the meetingMeeting or any adjournments of the meeting.

This Proxy Statement provides detailed information about each of the 4 proposals.

Who can vote?

You may vote if you were a stockholder of Mawson as of the close of business on the record date, March 29, 2022.28, 2023.

As of the record date, there were 71,585,29514,131,110 shares of our Common Stock outstanding.

How many votes do I have?

Each share of our Common Stock that you own on the record date entitles you to one vote on each matter subject to a vote. There is no cumulative voting rights with respect to the election of directors.

Directors and executive officers of Mawson own or control the voting of 14,592,3421,635,619 shares of Common Stock, representing approximately 20.38%12% of the total outstanding voting shares at the record date. We expect all of these shares will be voted FOR all of the proposals as described in this Proxy Statement.

How do I vote?

If you are the record holder of your shares, meaning that you own your shares in your own name and not through a bank or brokerage firm, you may vote as follows:

1.       You may vote by mail:    You may vote by completing, signing and mailing a printed proxy card enclosed with this Proxy Statement. You can request delivery of a copy of the proxy statementProxy Statement and related materials by contacting Computershare. You can go to www.investorvote.com/MIGI, call free of charge at 1-866-641-4276, or send an email to investorvote@computershare.com with “Proxy Materials MAWSON INFRASRUCTURE GROUP INC.” in the subject line, include your full name and address,

2.      You may vote by Internetonline prior to the 20222023 Annual Meeting:    You may vote over the Internet.    If you hold your shares on the books of Computershare you may vote over the Internet as instructed on the Notice you received in the mail by accessing www.investorvote.com/MIGI and following the online instructions. If you hold your shares with a Bank or Broker you may vote over the Internet as instructed on the Notice you received in the mail by accessing www.proxyvote.com and following the online instructions. The shares you own will be voted according to your instructions on the proxy card submittedyou submit electronically. If you return the proxy card, but do not give any instructions on a particular matterproposal described in this proxy statement,Proxy Statement, the shares you own will be voted in accordance with the recommendations of our Board of Directors.

3.      You may vote during the 20222023 Annual Meeting:    If you attend the 20222023 Annual Meeting you may vote during the 20222023 Annual Meeting.

In order to vote your shares electronically prior to or during the 20222023 Annual Meeting, you will need the 15-digit control number included on your noticeNotice of Internet availability of the proxyMeeting materials, on your proxy card or on the instructions that accompanied your proxyMeeting materials.

If you own shares in street name, you may vote by providing your instructions to the bank, brokerage firm or other nominee holding the shares on your behalf. If you wish to participate in and vote during the 20222023 Annual Meeting you are required to contact your bank, broker or other nominee and obtain a “legal proxy”.

How does the Board of Directors recommend that I vote on the proposals?

The Board unanimously recommends that you vote as follows:

•        “FOR” for the election of each of the Boardfour director nominees named in this Proxy Statement as directors for a term expiring at the 20232024 Annual Meeting of Stockholders (See Proposal No. 1)1 below);

•        “FOR” ratification of the appointment of LNP Audit and Assurance International Pty LtdWolf & Company PC as our independent registered public accounting firm for the fiscal year ending December 31, 20222023 (See Proposal No. 2)2 below);

•        “FOR” advisory approval of the compensation of our named executive officers as set forth in this Proxy Statementamendment to the 2021 Equity Incentive Plan (See Proposal No. 3); and

•        “FOR” advisory approval of “EVERY THREE YEARS” as the frequency of future advisory votes to approve the compensation of our named executive officers (See Proposal No. 4)3 below).

At the time this Proxy Statement was printed, we knew of no matters other than those discussed in this Proxy Statement that needed to be voted on at the 20222023 Annual Meeting.

Is my vote important?

Your vote is important to us no matter how many shares you own. We encourage you to take the time to vote. The instructions on how to vote are contained in this Proxy Statement.Statement and in the Meeting materials you received. Choose the way to vote that is the easiest and most convenient for you and cast your vote as soon as possible.

What if I return a proxy card, but do not make specific choices?

Any proxy card returned without directions given will be voted in accordance with the recommendations of our Board of Directors.

All other Proposals (ie No.’s 1, 3, and 4) are considered “non-routine” under applicable rules. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on this proposal. This is called a “broker non-vote”.

Can I change my vote after I have mailed my proxy card or after I have voted my shares?

If you own common stock in your own name, you may revoke your proxy or change your voting instructions at any time before your shares are voted at the 20222023 Annual Meeting by delivering to the secretaryCorporate Secretary of Mawson a written notice of revocation or a duly executed proxy bearing a later date, or by participating in and votingyou may change your vote during the 20222023 Annual Meeting. If you hold common stock in street name you may revoke or change your voting instructions by contacting the bank, brokerage firm or other nominee holding the shares on your behalf.

How can I access the proxy materialsProxy Materials over the internet?

You may view and download our proxy materials,Proxy Materials, including the Annual Report on Form 10-K for the year ended December 31, 2021,2022, and the Notice of Meeting by accessing www.edocumentview.com/MIGI, the Securities and Exchange Commission’s website, www.sec.gov, andor the Company’s website, www.mawsoninc.com.

Who pays for the solicitation of Proxies?

The solicitation of proxies in the enclosed form is made on behalf of Mawson’s Board of Directors. Mawson will pay for the cost of solicitation of proxies. In addition to solicitation by mail, Mawson’s directors, officers and employees may also solicit proxies from shareholdersstockholders by telephone or in person. If Mawson’s management deems it advisable, the services of individuals or companies that are not regularly employed by Mawson may be used in connection with the solicitation of proxies. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to send the proxy materialsProxy Materials to beneficial owners. Mawson will, upon request, reimburse those brokerage houses and custodians for their reasonable expenses in so doing.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting.Meeting. A quorum will be present if the holders of shares of Mawson entitled to cast at least 33⅓ percent (33.33%) of the total votes entitled to be cast by the holders of all outstanding capital stock of Mawson, are present in person or by proxy. On the record date, there were 71,585,29514,131,110 shares of Common Stock outstanding. Thus, 23,8593794,710,370 shares must be represented by stockholders present at the meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the 20222023 Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If a quorum is not present, the 20222023 Annual Meeting will be adjourned until a quorum is obtained.

2.      Ratification of the appointment of LNP Audit and Assurance International Pty LtdWolf & Company PC as our independent registered public accounting firm for the fiscal year ending December 31, 20222023

The affirmative vote of a majority of the votes cast “FOR” this proposal is required, on a non-binding, advisory basis, to ratify the appointment of the Company’s independent registered public accounting firm. Brokerage firms have authority to vote stockholders’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, a broker non-vote will result. Broker non-votes and abstentions will not be counted as votes cast and will have no effect on the outcome of the vote. Please note that Mawson is not required to obtain the approval of stockholders to appoint the Company’s independent registered public accounting firm, and as such this vote is advisory only.

3.      Advisory vote to approveAmendment of the compensation paid to the Company’s named executive officers (Say-on-Pay)2021 Equity Incentive Plan

The affirmative vote of a majority of the votes cast “FOR” this proposal is required to approve on a non-binding, advisory basis, the compensation of our named executive officers. While the results of this advisory vote are non-binding, the Compensation Committeeamendment of the Board and the Board values the opinions of our stockholders and will consider the outcome of the vote, along with other relevant factors, in deciding whether any actions are necessary to address any concerns that may be raised by the vote and when making future compensation decisions for executive officers. Brokerage firms do not have authority to vote stockholders’ unvoted shares held by the firms in street name for the approval of executive compensation. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote.2021 Equity Incentive Plan. Broker non-votes and abstentions will not be counted as votes cast and will have no effect on the outcome of the vote.

4.      Advisory vote onOther than the frequency of future advisory votes to approve the compensation of our named executive officers (Say-on-Frequency)

With respect to the non-binding, advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers, you may vote for (i) “EVERY THREE YEARS” (ii) “EVERY TWO YEARS” or (iii) “EVERY YEAR,”; or you may otherwise “ABSTAIN” from voting on this proposal.

The frequency of any future non-binding, advisory votes to approve the compensation of our named executive officers will be determined by a plurality of the votes cast; therefore, the particular frequency receiving the greatest number of votes cast in its favor will be deemed the preference of our stockholders. Brokerage firms do not have authority to vote stockholders’ unvoted shares held by the firms in street name for the frequency of future advisory votes. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Broker non-votes and abstentions will not be counted as votes cast and will have no effect on the outcome of the vote.

The vote on thisauditor proposal, is advisory, and the result of the vote on this proposal is not binding on Mawson, the Board of Mawson or its Committees. However, the Board of Mawson and its Compensation Committee will take into account the voting results when determining the frequency of future advisory votes to approve the compensation of our named executive officers.

Theall proposals numbered 1, 3, and 4 above are not considered “routine” under applicable rules. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.”

Notwithstanding the foregoing, if the date of the 20232024 annual meeting of stockholders is scheduled to take place on a date that is more than 30 calendar days from the one year anniversary of the 20222023 Annual Meeting of Stockholders, then we will promptly disclose, by filing a current report on Form 8-K, the date by which a nominating stockholder or nominating stockholder group must submit a proposal to us (i) pursuant to Rule 14a-8 promulgated under the Exchange Act or (ii) outside of the stockholder proposal rules promulgated pursuant to Rule 14a-8 under the Exchange Act, including nominations of director candidates.

The deadline for providing notice of a proxy solicitation in support of director nominees, other than the Company’s nominees, at the 2024 annual meeting of stockholders, is the later of : (i) 25 calendar days prior to the 2024 annual meeting of stockholders; or (ii) 5 calendar days after the date on which the Company files its definitive proxy statement for the 2024 annual meeting, and must include the information required by Rule 14a-19 of the Exchange Act.

You are also advised to review our bylaws,Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. For example, to submit a stockholder proposal or nominate a board candidate, you must hold at least 5% of the outstanding common stock of the Company. Notices must be sent within between 45 and 75 days of the anniversary of the date this year’s proxy materials were sent to stockholders, and the business must be a proper matter for stockholder action under Delaware law.

Where can I find the voting results?

We will report the voting results on Form 8-K within four business days after the end of our 20222023 Annual Meeting. If final voting results are not available to us in time to file a current report on Form 8-K within four business days after the 20222023 Annual Meeting, we intend to file a current report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional current report on Form 8-K to publish the final results.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 29, 2022,28, 2023, certain information concerning the beneficial ownership of our common stock by (i) each person known by us to own beneficially five percent (5%) or more of the outstanding shares of each class, (ii) each of our directors, new director nominees and named executive officers, and (iii) all of our executive officers, directors and new director nominees as a group. The table also sets forth, in its final column, the combined voting power of the voting securities on all matters presented to the stockholders for their approval at the 20222023 Annual Meeting.

The number of shares beneficially owned by each 5% stockholder, director or executive officer is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares to which the individual or entity has sole or shared voting power or investment power and also any shares that the individual or entity has the right to acquire within 60 days after March 29, 202228, 2023 through the exercise of any stock option, warrant or other right, or the conversion of any security. Unless otherwise indicated, each person or entity has sole voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

____________

*        Less than 1%.

(1)      Except as otherwise indicated, the address for each named person is c/o Level 5, 97 Pacific Highway, North Sydney NSW Australia 2060.201 Clark Street Sharon 16146.

(2)      Based on 71,585,29514,131,110 shares of Common Stock outstanding as of March 29, 2022 (thethe record date).date.

(3)      Includes 120,000 vested restricted stock units.This number is a combination of shares owned directly by Mr. Michael Hughes, and by Michael Hughes Family Trust, Mr. Hughes’s spouse, Jane Madgwick and by Roscommon Capital Pty Ltd.

(4)      These shares are beneficially owned (directly and indirectly) by Mr. Manning, a member of the Board of Directors and Chief Executive Officer of Mawson. Includes 120,000 vested restricted stock units.

(5)      Includes 2,500 vested options.

(6)      Includes 600,000 vested restricted stock units, and beneficial holdings ofshares held by Manning Capital Holdings Pty Ltd, Defender Equities Pty Ltd, Robbins Estate Pty Ltd, and Woodville Super Pty Ltd.

(7)      Hetal Majithia, Chief Financial Officer, is included as an executive officer, despite not being a NEO.

(8)      Includes 600,000 vested restricted stock units, and beneficial holdings of Inbocalupo Pty Ltd.

DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS

Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than ten percent of our Common Stock, to file reports of ownership and changes of ownership of such securities with the SEC. All reports were timely filed during the fiscal year ended December 31, 2021,2022, except for the filings listed below. Each of these forms have subsequently been filed with the SEC.

•        Form 3 filed threeseventeen business days late on March 24, 2021September 14, 2022, reporting the initial beneficial ownership of securities of Michael Forrest Hughes,Ariel Humberto Sivikofsky, who was appointedconsults to the Board on March 9, 2021;

•        Form 4 filed 40 business daysCompany and provides chief financial officer services. This late on August 16, 2021 reporting the issuance of securities to James Edward Manning as a result of the Bid Implementation Agreement on June 15, 2021;

•        Form 4 filed 39 business days late on October 12, 2021 reporting the conversion of the convertible notes to stock to Michael Forrest Hughes on August 12, 2021; and

•        Form 4 filed 21 business days late on January 21, 2022 by each of James Edward Manning, Liam Daniel Wilson, Nicholas Jeremy Hughes-Jones and Hetal Majithia reporting the granting of restricted stock units to each of them.

The late filings werefiling was due to administrative oversight relateda delay in obtaining a CIK number to among other things, change in personnel. Since listing in 2021enable the Company has been implementing improved compliance systems and trainingfiling to help ensure timely beneficial ownership disclosure.be submitted.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Nominating and Corporate Governance Committee of our Board of Directors has recommended for election at the 2023 Annual Meeting, the four (4) members currently serving on our Board of Directors and identified below (“the nominees”), to be elected at the 2022 Annual Meeting to serve until the 20232024 annual meeting of stockholders or until their respective successors are elected and qualified. Each of the nominees has agreed to continue to serve on the Board, if elected.

Set forth below is relevant information regarding the nominees.

Proxies cannot be voted for a greater number of persons than the number of nominees named.

Board Nominees

Nominees

Greg Martin has served as Chair of the Board of Directors and independent non-executive director since 2021. Mr. Martin has over 40 years of experience in the energy, utilities, resources, financial services and infrastructure sectors in Australia, New Zealand and internationally. He spent 25 years, from 1981 to 2006, with the Australian Gas Light Company (AGL), a company listed on the Australian Securities Exchange (ASX) (ASX code: AGL), including 5 years as CEO and Managing Director. After leaving AGL, Mr. Martin served as CEO of the infrastructure division of Challenger Financial Services Group, a division of Challenger Limited (ASX code: CGF) from 2006 to 2008 and from 2011 to 2012, he served as CEO and Managing Director of Murchison Metals Limited (ASX code: MMX, delisted in 2014). MrMr. Martin served as a member of the COAG Energy Council Energy Appointments Selection Panel from 2015 to 2017 and was previously Chair of lluka Resources Limited, (ASX code: ILU), Coronado Global Resources Inc. (ASX code: CRN) and a non-executive director of Santos Limited (ASX code: STO), Energy Developments Limited (ASX code: ENE, delisted in 2015) and Spark Infrastructure Group (ASX code: SKI).

Mr. Martin’s current directorships include serving as Chair of lluka Resources Limited (ASX code: ILU), GlobalProvaris Energy Ventures Ltd, (ASX code: GEV) and ofPV1); Hunter Water Corporation and is Deputy Chair of Western Power.

Mr. Martin has a Bachelor of Economics from the University of Sydney a Bachelor of Laws from the University of Technology, Sydney. Mr. Martin is a member of the Australian Institute of Company Directors.

We believe that MrMr. Martin possesses specific attributes that qualify him to serve as a member of the Board, including lengthy experience as a CEO of major corporations, financial expertise, energy and utility industry knowledge, extensive board experience (current and past) and deep understanding of corporate governance requirements.

James Manning has served as Chief Executive Officer and executive director since 2021. MrMr. Manning has 18 years of experience across the real estate, hospitality and finance sectors, including investment management and mergers and acquisitions. Since 2014, Mr. Manning has been the Managing Director of Vertua Limited (NSX code: VERA), an Australian investment company. He is a director of Defender Asset Management Pty Ltd., a financial service licensed investment company, which specializes in real estate and alternate assets. Since 2003, Mr. Manning has been the Chairman of Manning Group, an Australian family office focused on investments in Australia

on Innovation, as Advisor to Stanford University’s Persuasive Technology Lab and private companies, including Eric Cohen Books Ltd. & Burlington English Ltd., Daimler Financial Services Israel Ltd., Pluristem Lifeas Committee Chair of the VC TaskForce SIG on Systems Inc. (NASDAQ:PSTI), M.L.L. Software and Computers Industries Ltd. (TASE:MLL), Internet-Zahav Group, Ltd. (NASDAQ:IGLD)Services. Mr. Mewawalla earned an MBA degree from the Kellogg School of Management at Northwestern University and Top Image Systems Ltd. (NASDAQ:TISA). Mr. Keret commenced his career at Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firmBBS degree from the University of Ernst & Young Global (“EY”). Mr. Keret holds a Bachelor of Arts from Haifa University in Economics and Accounting and is a Certified Public Accountant in Israel. Mr Keret’s qualifications to serve on our Board include his expertise in financial matters and his serving as the Chief Financial Officer in numerous private and public companies.Delhi.

We believe that Mr Keret possesses specific attributes thatMr. Mewawalla’s extensive strategic and operational expertise and his executive and leadership experience qualify him to serve as a memberdirector of the Board, including his international experience, knowledge of the history of the Company, financial expertise, and technology experience.Company.

Mr. Martin, Mr. Manning and Mr. Hughes were initially appointed to the Board of Directors in connection with the BIA discussed above, in whichwith a reverse takeover of the Company agreed to appoint three Mawson Australia directors(then known as Wize Pharma Inc). Mr. Mewawalla was appointed to the Board of Directors upon the BIA Closing.to fill a casual vacancy.

There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

Vote Required

Pursuant to our Bylaws, the nominees for director who receive a plurality of the “FOR” votes will be elected to the Board. You may vote “FOR” all or any of the nominees, or you may “WITHHOLD” your vote from all or any of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors and thus will have no effect on the outcome of the vote on this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Abstentions and broker non-votes will have no effect on the results of this vote.

BOARD VOTING RECOMMENDATION REGARDING PROPOSAL NO. 1

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE NOMINEES NAMED ABOVE AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

CORPORATE GOVERNANCE

Board of Directors

We believe that good corporate governance is importantessential to ensure that Mawson is managed for the long-term benefit of our stockholders. Our Board of Directors is responsible for establishing our corporate policies and overseeing the management of the Company. Senior management, including our Chief Executive Officer, Chief Financial Officer, Chief OperatingPrincipal Accounting Officer, and Chief CommercialOperating Officer are responsible for our day-to-day operations. The Board evaluates corporate performance and approves, among other things, corporate strategies, objectives, operating plans, significant policies and major commitments of corporate resources. The Board, assisted by its Compensation Committee, also evaluates and elects our executive officers and determines their compensation.

Committees of the Board

Our Board has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. From time to time, the Board may also create various ad hoc committees for special purposes. The membership during the last fiscal year and the function of each of the Audit, Compensation, and Nominating and Corporate Governance Committees are described below. The Board has determined that all the members of each of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent as defined under the rules of the NASDAQ Stock Market, including, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 of the Securities Exchange Act. The Charters of each of the Audit, Compensation and Nominating and Corporate Governance Committees have been published and are available on the Company’s website at www.mawsoninc.com.

Compensation Committee

The Compensation Committee met foureight times in 2021.during 2022. During 2022 the members of the Compensation Committee were Greg Martin (Chair), Michael Hughes and Yossi Keret are the members(until his resignation on September 14, 2022). Rahul Mewawalla was appointed as a member of the Compensation Committee.Committee on January 31, 2023. The Committee is responsible for reviewing and recommending compensation policies and programs, management and corporate goals, as well as salary and benefit levels for our executive officers and other significant employees. It also takes responsibility for reviewing the compensation and benefits of directors. Its responsibilities include supervision and oversight of the administration of our incentive compensation and stock programs, as well as reviewing certain disclosures, reviewing and recommending executive employment agreements (including as to severance and change in control clauses), annually assessing whether the work undertaken by consultants raises any conflict of interest, and to annually evaluate the adequacy of the Compensation Committee’s charter. The CEO mademakes recommendations to the Compensation Committee in respect of executive compensation. The Chairman makes recommendations to the Compensation Committee in respect of independent director compensation. The Compensation Committee’s Charter does not refer to an ability of the Committee to delegate its authority. The Compensation Committee is responsible for administration of grants and awards to directors, officers, employees, consultants and advisors under our equity plan. The Compensation Committee also reviews the succession planning for the Company’s senior executive officers.

The Company and the Compensation Committee had access to consultants and experts to assist with determining executive remuneration in early 2022, and the final recommendations to the Board were made by the Compensation Committee.

The Compensation Committee engaged Ernst & Young LLP (“EY”), an independent outside accounting and compensation consulting firm (the “Independent Consultant”), to advise the Compensation Committee on allcertain matters related to executive officer compensation. Specifically, the Independent Consultant conducted an annual competitive market analysis of total compensation for our named executive officers, provided relevant market data, updated the Compensation Committee on compensation trends and regulatory developments, and counselled the Compensation Committee on program designs and specific compensation decisions related to our CEO and other executives.executives in 2022. The Compensation Committee ceased using EY’s services, ofhowever the Independent Consultant are at the discretionCompany still receives certain tax and direction of the Compensation Committee.legal advice from EY on an ad hoc basis.

Consistent with listing standards, the Compensation Committee reviews and confirms the independence of its outside consultants on an annual basis. In connection with this process, the Compensation Committee has reviewed, among other items, a letter from EY addressing its independence and the members of the consulting team serving

the Compensation Committee, including the following factors: (i) other services provided to the Company by EY, (ii) fees paid by the Company as a percentage of EY’s total revenue, (iii) policies or procedures of EY that are designed to prevent conflicts of interest, (iv) any business or personal relationships between any senior advisor of the consulting team and a member of the Compensation Committee, (v) any Company stock owned by any senior advisor or any member of that individual’s immediate family, and (vi) any business or personal relationships between

Incorporation and By-laws. The Nominating and Corporate Governance Committee shall reviewreviews stockholder proposals relating to corporate governance and other matters and recommendrecommends to the Board the Company’s response to such proposals, develop a Company policy on approval of related party transactions and review and recommend to the Board for approval any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K), and a policy on the Company’s corporate social responsibility policies and practices. The Nominating and Corporate Governance Committee shall annually, or more frequently as it deems appropriate, review the succession planning for the Company’s senior executive officers, including but not limited to the Chief Executive Officer.proposals.

The Nominating and Corporate Governance Committee believes candidates for the Board should have the ability to exercise objectivity and independence in making informed business decisions; extensive knowledge, experience and judgment; the highest integrity; loyalty to the interests of Mawson and its stockholders; a willingness to devote the time necessary to fulfillfulfil their director’s duties; the ability to contribute to the diversity of perspectives present in board deliberations, and an appreciation of the role of the corporation in society. The Nominating and

Insider Trading Policy

Our Board has adopted an Insider Trading Policy, which applies to all of our directors, officers, and employees. The policy also applies to all independent contractors or consultants who have access to material non-public information of the Company. The policy prohibits our directors, officers, employees, and relevant contractors and any entities they control from engaging in transactions in the Company’s securities including common stock, restricted stock units and options if those persons are holding material non-public information. It includes a number of exemptions, such when there is a complying 10b5-1 plan in place. The policy also sets out particular blackout periods during which no trading may typically occur, typically around the dates quarterly and annual reports are being prepared, until several days after they are filed with SEC. The policy is exhibited as Annex A.

Hedging Policy

At this time, the Company has not adopted a policy regarding the ability of officers, directors and employees to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities. The Board may consider adopting such a policy in the future.

Compensation Committee Interlocks and Insider Participation

None of our executive officers or directors serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of the Board or Compensation Committee.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors, officers or affiliates, nor any owner of record or beneficially of more than five percent of our Common Stock, or any associate of any such director, officer, affiliate, or security holder, is a party and adverse to the Company or any of our subsidiaries, or has a material interest adverse to the Company or any of our subsidiaries, in any material proceedings.

To the best of our knowledge, none of our directors or executive officers have been involved in any matters or proceedings during the past ten years as described in Item 401(f) of Regulation S-K that would be material to an evaluation of their ability or integrity in their roles. Such matters include bankruptcy, criminal, judicial or

Meeting Attendance

During 2021,2022, there were 4twenty (20) meetings of the Board. Each currently serving directorWith the exception of two meetings for which Greg Martin sent his apologies, the directors attended all the meetings of the Board during the time such person was a director. In addition to participation at Board and Committee meetings, our directors discharge their responsibilities throughout the year through participation in informal Board calls, personal meetings and other communications, including considerableregular telephone and email communications betweenwith the Chair and Chief Executive Officer, the General Counsel, the Principal Accounting Officer and others regarding matters of interest and concern to the Company.

We do not have a formal policy requiring members of the Board to attend the annual meeting, although all directors are strongly encouraged to attend. We did not hold anAll directors attended our annual meeting of stockholders in 2021 and therefore there was no meeting for directors to attend in 2021.2022.

Risk Management

The Board plays an active role in overseeing the management of the Company’s risks. The Board regularly reviews information regarding credit, liquidity and operations (including cyber-security), as well as the risks associated with each. The Board views risk management as the responsibility of all Company staff, and not a function that can be siloed or delegated to a single internal team. The Compensation Committee is responsible for overseeing the management of risks

Report of the Audit Committee

The following Report of our Audit Committee (“Report”) does not constitute soliciting material and this Report should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate this Report by reference therein.

The Audit Committee is composed wholly of independent directors. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has primary responsibility for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements and for the reporting process. The Company’s independent auditor is engaged to audit and report on the conformity of the Company’s financial statements to generally accepted accounting principles and the effectiveness of the Company’s internal control over financial accounting.

The Audit Committee reviewed and discussed with (i) management and the independent auditor, the audited financial statements for the fiscal year ended December 31, 2021,2022, (ii) management, its assessment of the effectiveness of the Company’s internal control over financial reporting, and (iii) the independent auditor, its evaluation of the Company’s system of internal control over financial reporting.

The Audit Committee discussed with LNP Audit and Assurance International Pty Ltd, the Company’s independent auditor for the fiscal year ended December 31, 2022, the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”).

The Audit Committee has received, reviewed and discussed the written disclosures and the letter from LNP Audit and Assurance International Pty Ltd required by applicable requirements of the PCAOB regarding LNP Audit and Assurance International Pty Ltd’s communications with the Audit Committee concerning independence.

EXECUTIVE OFFICERS

The following are our executive officers, their ages as of Apri1 1 April 2022,2023, positions and offices held with Mawson, and certain biographical information.

James Manning, age 37,38, has served as Chief Executive Officer and executive director since 2021. Mr. Manning has 18 years of experience across the real estate, hospitality and finance sectors, including investment management and mergers and acquisitions. Since 2019 Mr. Manning has been the CEO of the Mawson group of companies prior to the transactions that lead the group to be listed on NASDAQ. Since 2014, Mr. Manning has been the Managing Director of Vertua Limited (NSX code: VERA), an Australian investment company. He has beenis a director of Defender Asset Management Pty Ltd., a financial service licensed investment company, which specializes in real estate and alternate assets since 2015.assets. Since 2003, Mr. Manning has been the Chairman of Manning Group, an Australian family office focused on investments in Australia and New Zealand. Since 2017, Mr. Manning has been a Partner of First Equity, a public accounting firm within Vertua Limited.firm. Mr. Manning holds a Masters in Finance and a Masters of Property Development from the University of Technology of Sydney and a Bachelor of Business from the Australian Catholic University. He is also a Fellow of the Institute of Company Directors (FAICD) and a Member of the Institute of Public Accountants (IPA).

Hetal Majithia, age 36, Chief Financial Officer, has served in that role since August 2021. Ms. Majithia has over 10 years’ experience as a chartered accountant, having worked previously at PwC (4 years) and KPMG (5 years) in Australia and the United Kingdom respectively. Hetal has an Economics degree (Honours) from the University of Southampton and is a member of the Institute of Chartered Accountants in England and Wales.

Nicholas Hughes-JonesLiam Wilson, age 36, Chief Commercial Officer, has over 15 years’ experience in financial markets and funds management, and as Chief Commercial Officer is responsible for the corporate strategy and development of the Company. Prior to joining the Company, Nick worked at Bell Financial Group (5 years) and Southern Cross Equities (4 years), two of Australia’s leading equities and funds management groups. Nick holds a Bachelor of Commerce (Corporate Finance/Business Law) from the University of Sydney.

Liam Wilson, age 36,37, Chief Operating Officer since 2019, has over 16 years’18 years experience in senior operational management roles across multiple industries, and is responsible for the operations of Mawson Infrastructure Group globally.Group. Liam works closely with our various partners and suppliers across Australia, Asia and the USA.globe. Liam has held Group Senior Management positions for Event Hospitality & Entertainment (ASX:EVT) (2 years), Pacific Concepts (2 years), The Rockpool DiningWhitehouse Group (1 year)(2 years) and Merivale (5 years).

Mr. Manning, Mr. Hughes-Jones and Mr. Wilson were initially appointed to their position in connection with the BIA and BIA Closingreverse takeover of the Company (then known as Wize Pharma Inc) discussed above.

EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE

The following table summarizes the compensation paid to the Principal Executive Officer (Chief Executive Officer), and the two other most highly compensated executive officers (the “Named Executive Officers” (NEOs)) for the fiscal year ended December 31, 20212022 and received compensation for the same individuals for the fiscal year ended December 31,2020.31, 2021. All amounts are in U.S. dollars, converted from Australian dollars using the exchange rate as of December 31 of the applicable year.

____________

(1)      Reflects the aggregate grant date fair value of stock awards granted to the named executive officer in the applicable fiscal year computed in accordance with FASB ASC Topic 718. For 2021, includes the following stock awards granted to our named executive officers:
(a) performance-based stock awards tied to company performance for fiscal 2020, for which the amounts in this column were determined assuming earning of 100% of the maximum grant date fair value, which was determined to be the probable outcome at the time of grant; and
(b) performance-based stock awards tied to Total Stockholder Return (TSR), for which the amounts in this column represent the grant date fair value estimated using Monte Carlo simulations of the variables over the three-year performance period for such awards;
See Note 2 o. of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on March 21, 2022, for a discussion of the assumptions made in determining the values of the equity awards.

(2)      The 2021 annual incentive plan provided for payment of bonuses based on performance, and were paid in cash. During fiscal 2021, the Company changed its fiscal year from the 12-month period ended June 30, to December 31. The annual incentive plan payments made were pro-rated and awarded for performance achieved over the six months between July 1, 2021 and December 31, 2021.

(3)      Consists of incremental costs for superannuation contributions in Australia at the government-mandated rate of 9.5%10% to June 30 20212022 and 10%10.5% thereafter, based on total base salary, on the same terms that apply to all other eligible employees.

(4)      Mr(3)      Mr. Hughes-Jones commenced employment on October 8, 2021.2021, and ceased employment on November 18, 2022. He forfeited some of his Stock Awards as a result.

Say-on-Pay/Say-on-Frequency

We have not included advisory votes for “Say-on-Pay” or “Say-on-Frequency” for the 2023 meeting. At our 2022 annual meeting of stockholders 2022, stockholder voted that the frequency of the “Say-on-Pay” votes would be every 3 years, meaning the next vote will be in 2025. Likewise, stockholders voted that the “Say-on-Frequency” vote would be held every 6 years, meaning the next vote will be in 2028.

Pay v Performance

As a SRC the Company must provide the following table. It shows how the fall in the Total Shareholder Return (“TSR”) has had a direct and clear relationship with compensation. 2022 was a particularly difficult year for all Bitcoin miners as the price of Bitcoin fell from $47,686.81 on January 1, 2022, to close the year at $16,547.50 on December 31, 2022, a fall of more than 63%. In addition, the industry face high and volatile energy prices, and increasing hashrate difficulty. As TSR rose in 2021, so did executive compensation, but as TSR fell in 2022, executive compensation has also fallen. The fall in compensation is despite the executives meeting many of their target KPIs despite the broader industry difficulties, and the efforts required to manage the business through a difficult operating environment. Due to the issue of restricted stock units there is a clear relationship between TSR and executive pay.

____________

(1)      The PEO was Mr. James Manning.

(2)      The Non-PEO NEOs were Mr. Liam Wilson and Mr. Nicholas Hughes-Jones.

Employment Agreements with our Named Executive Officers and Potential Payments Upon Termination or Change in Control

Except as set forth below, we have not entered into any employment agreements with the named executive officers listed in the table above.

Employment agreement with James Manning

On December 20, 2019, Mawson Infrastructure Group Pty Ltd (“Mawson Australia”), an Australian subsidiary of the Company, and Mr. Manning entered into an employment agreement which appointed him as our Chief Executive Officer (“Manning Agreement”) for a maximum term of five (5) years from the commencement date, which was November 1, 2019. Pursuant to the Manning Agreement, Mr. Manning is entitled to receive an annual base salary of AUD579,000 plus superannuation and the standard other employment benefits given to employees in Australia (such as superannuation, long service leave, personal or carer’s leave, compassionate leave and relocation benefits), and with annual leave of up to 8 weeks. Mr. Manning is also entitled to bonus plans, share plans or other incentive plans if they are approved by the Board. In addition to the treatment of outstanding PSUs upon change of control terms outlined in the section below, Mr. Manning is entitled to receive twelve months Base Salary severance payment in the event his employment is terminated earlier that the maximum term if Mr. Manning is not required by the Company to perform the Manning Agreement for the 12 month notice period. Short term incentives will be forfeited if Mr. Manning terminates his employment before the end of the relevant period. If his role changes or a Change of Control event occurs, the treatment of the short term incentives will be at the discretion of the Board.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 20212022 about the securities issued, or authorized for future issuance, under our equity compensation plans, consisting of our 2021 Equity Incentive Plan and 2018 Equity Incentive Plan, at December 31, 2021.Plan.

____________

(1)      Includes 2,291,162All restricted stock units under the 2021 Equity Incentive Plan and 2,500 options under the 2018 Equity Incentive Plan.

(2)      Exercise price for restricted stock units is Nil.

(3)      Includes 4,708,838725,936 securities under the 2021 Equity Incentive Plan, and 318,48195,693 under the 2018 Equity Incentive Plan.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 20212022

The following table sets forth information regarding all outstanding equity awards held by the NEOs at December 31, 2021.2022.

____________

(1)      This table excludes performanceMarket value based units which were granted in fiscal year 2021 as parton a Mawson closing stock price of the Bid Implementation Agreement and were eligible to earned depending on meeting performance hurdles determined at grant in March 2021. These awards were fully earned and vested$1.38 as at end December 31, 2021.2022. The restricted stock units have no exercise price.

(2)      TheMr. James Manning has a total of 170,976 restricted stock units (vested and unvested, but not exercised), with a total market value is calculated by multiplying the number of PSUs by the closing price of our common stock ($6.63) on the NASDAQ at December 31, 2021, the last day of fiscal year 2021.The actual value realized by the officer will depend on whether the award vests and the future performance of Company’s common stock.$235,947.

(3)      Represents fiscal year 2021 unearned PSUs granted in November 2021, that are eligible to be earnedMr. Liam Wilson has a total of 39,471 restricted stock units (vested and vest for the twounvested, but not exercised, and unissued), with a half-year performance period ending June 30, 2024, subject to possible acceleration, depending on our absolute TSR performance for the performance period. The share numbers in this table represent the maximum potential pay-out. The units, to the extent earned, will vest upon determination by our Compensation Committee.total market value of $54,470.

2021 Equity Incentive Plan

The securities issued to the NEOs as set out above are restricted stock units granted under our 2021 Equity Incentive Plan (“Plan”). The terms applicable to each of the grants are as set out in the Plan itself, and each individual award agreement. Vesting of the restricted stock units is subject to certain performance hurdles being met. Once the Administrator declares they have vested, they are exercisable by the recipients. The restricted stock units have a term of 10 years. Restricted stock units will become immediately vested and exercisable upon a change of control. Upon termination of employment, including if the holder leaves their employment or for cause, all unvested restricted stock units immediately terminate. Restricted stock units do not automatically terminate on death, retirement, disability or job elimination, and the Administrator may determine to allow a pro rata amount to vest immediately, and the rest will not be forfeited but instead vest when the performance hurdles have been met.

In summary, under the 2021 Equity Incentive Plan, the definition of change of control includes:

(1)    the acquisition of beneficial ownership of more than 50% of the total voting power of our securities, except for any acquisition by any person that already owns at least 50% of the Company, or any acquisition that is merely a change or direct to indirect ownership (or vice versa);

(2)    a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the then current members of the Board;

(3)    a reorganization, merger, statutory share exchange or consolidation or similar transaction, a sale or other disposition of assets of the Company equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company, except where the disposition is to an entity controlled by the Company’s stockholders or entity in which the Company has a significant interest, amongst other scenarios.

“Disability”, in short, is defined as a the holder being unable to carry out the responsibility and functions of the position held by reason of a physical or mental impairment for not less than 180 days.

DIRECTOR COMPENSATION

The following table details the total compensation earned by our independent, non-employee directors (including the Chairman of the Board, Greg Martin) during the year ended December 31, 2021.2022. All amounts are in U.S. dollars, converted from Australian dollars using the average exchange rate to December 31, 2021.2022. Yossi Keret resigned from his role as independent non-employee director of the Company effective on September 14, 2022. Fees are inclusive of all fees paid for committee membership and chairman’s roles.

____________

(1)      PSU awardsAwards granted under the Bid Implementation Agreement, tied to company performance for fiscal year 2021,directors’ tenure until the annual stockholders meeting in 2023, for which the amounts in this column were determined assuming earning of 100% of the maximum grant date fair value, which was determined to be the probable outcome at the time of grantgrant.

(2)      Consists of incremental costs for certain perquisites which include superannuation contributions in Australia at the government-mandated rate of 9.5%10% to June 30, 2021,2022, and 10%10.5% thereafter, based on total base salary, on the same terms that apply to all other eligible employees.

PROPOSAL NO. 2

RATIFICATION OF AUDITOR APPOINTMENT

We are asking our stockholders to ratify the appointment and engagement by our Audit Committee of LNP Audit and Assurance International Pty LtdWolf & Company PC (“LNP Audit”Wolf & Co”), to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2023. Although our Bylaws do not require that our stockholders approve the appointment of our independent registered public accounting firm, the Audit Committee is submitting the selection of LNP AuditWolf & Co to our stockholders for ratification as a matter of good corporate practice.practice and in accordance with its responsibilities as set out in its Charter. If our stockholders vote against the ratification of LNP Audit,Wolf & Co, the Audit Committee will consider this in its selection of auditors for the following year. Even if our stockholders ratify the appointment, the Audit Committee may choose to appoint a different independent registered public accounting firm at any time during the year if it is determined that such a change would be in the best interests of our Company and our stockholders.

The Audit Committee has retained LNP AuditWolf & Co as the Company’s independent registered public accounting firm, to perform the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2022,2023, to be included on the Company’s annual report on Form 10-K for the same period. A representative of LNP AuditWolf & Co, the Company’s independent auditor for the fiscal year ended December 31, 2023, is not expected to be present virtually at the 20222023 Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.Meeting.

The Audit Committee previously retained LNP Audit’s related entity, LNP Audit and Assurance Pty Ltd (“LNP Pty Ltd”) and LNP Audit, to serve asDuring the Company’s independent public accounting firm and to perform such audit services for thetwo most recent fiscal years ended December 31, 20202021 and 2021 respectively. LNP Pty Ltd underwent an internal reorganization under which all of their US/PCAOB clients were reassigned to LNP Audit, which was a newly formed entity. Accordingly, on September 28, 2021, LNP Pty Ltd resigned as our independent accountants, and we engaged LNP Audit as our new independent registered public accounting firm. The decision to change accountants from LNP Pty Ltd to LNP Audit was approved by our Board of Directors.

During our fiscal years ended December 31, 2019 and 2020,2022 and the subsequent interim period through September 28, 2021,ended at the datetime of appointment, neither the resignation of LNP Pty Ltd : (1) we did not have any disagreement with LNP Pty Ltd on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure; and (2) , neither usCompany nor anyone on ouror its behalf has consulted LNP Pty Ltd regardingWolf & Co with respect to either (a)(i) the application of accounting principles to a specified transaction, regarding us, either completed or proposed, or the type of audit opinion that might be rendered on ourthe Company’s financial statements;statements, and neither a written report nor oral advice was provided to the Company that Wolf & Co concluded was an important factors considered by the Company in reaching a decision as to any accounting, auditing or (b)financial reporting issue; or (ii) any matter regarding us that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

None of LNP Pty Ltd’s reports on the financial statements for two years it acted asAs explained above, our independent registered public accounting firm contained anfor the fiscal year ending December 31, 2022, of LNP Audit and Assurance International Pty Ltd (“LNP”), notified us in November 2022 that it did not wish to stand for reappointment in 2023.

The financial statements of the Company for the fiscal years ended December 31, 2021 and 2022, did not contain any adverse opinion or a disclaimer of opinion or wasand were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the twoCompany’s fiscal years ended December 31, 2021 and 2022, there were no disagreements between the Company and LNP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of LNP, would have caused LNP to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s financial statements.

During the Company’s most recent fiscal years ended December 31, 2021 and through September 28, 2021, we2022, LNP did not consult with LNP Pty Ltd regarding eitheradvise the Company of the (1) application of accounting principles to any reportable events specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that LNP Pty Ltd concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304304(a)(1)(v) of Regulation S-K andwith respect to the related instructions thereto) orCompany.

The Company provided LNP with a reportable event (as describedcopy of this disclosure in paragraph (a)(1)(v) ofaccordance with Item 304304(a) of Regulation S-K). prior to its filing with the SEC and requested that LNP furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from LNP is exhibited as Annex C hereto and is hereby incorporated herein by reference.

Audit Fees

The Charter of the Audit Committee requires that it pre-approve in advance all audit and permissible non-audit services to be provided by its independent auditors. Services requiring pre-approval in advance by the Audit Committee may include audit services, audit related services, tax services and other services. All of the

ANNEX A

ENDORSEMENT LINE SACKPACK MR A SAMPLE DESIGNATION (IF ANY) ADD

Insider Trading Policy

(Adopted: March 23, 2023)

A.     Purpose

Insider trading is a term of art that refers to trading in securities by persons who possess material non-public information about a company whose securities are traded in the public markets, such as Mawson Infrastructure Group Inc. (the “Company”), whose shares of common stock are currently traded on the Nasdaq Capital Market.

The Company has adopted this Insider Trading Policy (this “Policy”) and procedures to promote compliance with applicable securities laws governing (a) trading in the Company’s securities while in the possession of “material non-public information” concerning the Company and (b) tipping or disclosing material non-public information to outsiders.

To prevent even the appearance of improper insider trading or tipping, additional restrictions on trading in the Company’s securities apply to the directors, officers, key employees and other persons designated by the Compliance Officer (see below).

Failure to comply with this Policy could result in a serious violation of the securities laws by you and/or the Company and can involve both civil and criminal penalties. Accordingly, it is important that you review this Policy carefully. Violation of this Policy may also result in disciplinary actions and even dismissal or termination of service (see below).

The standards embedded in this Policy are not the exclusive source of guidance and information on the Company’s expectations and should be read together with other laws and policies applicable to you, whether you are an employee, officer or director. Such policies include our Code of Ethics and Business Conduct. In addition, given the purpose of this Policy is to safeguard you and the Company, it may, in some instances, go beyond the requirements of applicable securities laws.

B.     Scope — Who and What is Covered?

1.      This Policy covers all directors, officers and employees of the Company and any of its subsidiaries, wherever located (collectively referred to as “Insiders”), and any outsiders whom the Compliance Officer (as defined below) may designate as Insiders from time to time because they have access to material non-public information concerning the Company. Such “designated” Insiders may include any consultant, representative, independent contractor and other persons in a special relationship with the Company who know, or have access to, material non-public information concerning the Company.

2.      This Policy applies to family members of Insiders who reside with such Insider (including a spouse, children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in the Insider’s household, and any family members who do not live in the Insider’s household but whose transactions in Company’s securities are directed by, or are subject to the influence or control, of the Insider (collectively referred to as “Family Members”). Insiders are responsible for the transactions of these Family Members and therefore should make them aware of the need to confer with the Insider before they trade in Company securities. This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to an Insider or his or her Family Members.

3.      This Policy also applies to any entities that an Insider influences or controls including any corporations, partnerships, or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for the Insider’s own account.

4.      Subject to Section G, this Policy applies to any and all transactions in the Company’s securities, including its shares of common stock (“Shares”), restricted stock units and options to purchase shares, and any other types of securities that the Company may issue, such as preferred shares, convertible debentures, warrants and exchange-traded options, as well as other derivative securities thereof. This also includes certain transactions under Company benefit plans as described below.

5.      This Policy continues to apply to transactions in Company securities even after the Insider has terminated employment or other services to the Company — In general, unless a different period is determined by the Compliance Officer, if an Insider is aware of material nonpublic information when his/her employment or service relationship terminates, such Insider may not trade in Company securities until that information has become public or is no longer material.

C.     Insider Trading Compliance Officer

The Company has designated its General Counsel as its Insider Trading Compliance Officer (the “Compliance Officer”), who shall be assisted, at his or her discretion, by the Company’s Chief Financial Officer and/or other officers as well as the Company’s outside counsels as he/she deems appropriate.

The duties of the Compliance Officer will include the following:

1.      Administering this Policy and assisting in its implementation, including by monitoring trading in the Company’s securities and designating outsiders as Insiders;

2.      Responding to all inquiries relating to this Policy and its procedures, including by preparing and issuing additional guidelines to implement this Policy and the procedures and standards hereunder;

3.      Designating and announcing special trading blackout periods during which Insiders may not trade in the Company’s securities;

4.      Administering, monitoring and enforcing compliance with all applicable insider trading laws and regulations, including, without limitation, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”), Rule 16 under the Exchange Act and Rule 144 under the Securities Act; and assisting in the preparation and filing of all required reports relating to insider trading in Company securities, including without limitation Forms 3, 4 and 5; Form 144; and Schedules 13D and 13G, as applicable;

5.      Reviewing and propose revisions of this Policy as necessary to reflect changes in applicable insider trading laws and regulations; and

6.      Maintaining records of all documents required by the provisions of this Policy or the procedures set forth herein.

The Compliance Officer may designate one or more individuals who may perform the Compliance Officer’s duties (or certain of such duties) in the event that the Compliance Officer is unable or unavailable to perform such duties. Specifically, where the Compliance Officer is unable or unavailable to perform its duties with respect to a certain matter covered under this Policy (including by reason that he or she has a conflict of interest in doing so), (I) the Chief Executive Officer will replace him or her, or, if unable or unavailable, (II) the Chairman of the Board of Directors will do so, or, if unable or unavailable, (III) the Audit Committee will do so.

In discharging his/her duties, the Compliance Officer shall have access to all of the Company’s books, records, facilities and personnel, as well as to the Company’s outside counsels.

D.     What is material non-public information?

What is “Material” Information?

Compliance with this Policy requires that Company personnel understand what is deemed material information. Material information is any information that a reasonable investor would consider important in a decision to buy, hold or sell a stock. In short, any information which is likely to affect the market price of the stock. Examples of information frequently regarded as material are:

•        significant new contracts or the termination of such contracts;

•        projections of future revenues, earnings or losses;

•        a pending or proposed merger, acquisition or tender offer;

•        a significant sale or disposition of assets;

•        a change in dividend policy;

•        the offering of additional securities;

•        changes in senior management;

•        significant new products or discoveries;

•        impending bankruptcy or financial liquidity problems; and

•        the gain or loss of a substantial customer or supplier.

Either positive or negative information may be material.

When Information is “Public”?

Material information is “non-public” unless it has been widely disseminated to the public through major newswire services, national news services or financial news services or is contained in a widely distributed press release of the Company or is disseminated by mail to shareholders of the Company or is included in a periodic or current report filed with, or submitted to, the Securities and Exchange Commission (“SEC”), such as annual report on Form 10-K or current report on Form 8-K.

The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination.

In addition, even after a public announcement of material information, a reasonable period of time must elapse in order for the market to absorb and react to the information. For the purposes of this Policy, information will be considered public, i.e., no longer “non-public”, after the completion of a full trading day following the date of the Company’s public release of the information or filing thereof, as the case may be. For example, if an announcement of material information is made on Monday, January 3rd (i) before trading, Insiders may trade in the Company’s securities starting on Tuesday of that week, January 4th, because one full trading day would have elapsed by then (all of Monday), or (ii) during or after the trading, Insiders may trade in the Company’s securities starting on Wednesday of that week, January 5th, because one full trading day would have elapsed by then (all of Tuesday).

E.     Prohibited Activities

1.      No Trading in Company Securities on Inside Information or outside Trading Windows. No Insider may trade in Company securities (i) while possessing material non-public information concerning the Company and (ii) outside of the applicable “trading windows” described in Section F below.

2.      No Tipping.

(a)     Subject to paragraph (b) of this sub-section, no Insider may “tip” concerning the Company’s securities, or disclose material non-public information concerning the Company to any outside person (including Family Members, analysts, individual investors, and members of the investment community and news media) unless authorized by the Compliance Officer or by the Company’s Chief Executive Officer. In any instance in which such information is disclosed to outsiders, the Company will take such steps as the Compliance Officer deems as necessary to preserve the confidentiality of the information, including requiring the outsider to agree in writing to comply with the terms of this Policy and/or to sign a confidentiality agreement. All inquiries from outsiders regarding material non-public information about the Company must be forwarded to the Company’s Compliance Officer in the first instance.

(b)    Material non-public information concerning the Company may be disclosed by an Insider to a third party where such disclosure is required in connection with the Company’s current or proposed business or a proposed transaction to which the Company is to be a party; provided such disclosure is authorized by a member of the Company’s senior management and the recipient is required to preserve the confidentiality of such information under a confidentiality agreement.

3.      No Recommendations. No Insider may give trading advice of any kind about the Company to anyone while possessing material non-public information about the Company, except that Insiders should advise others not to trade if doing so might violate the law or this Policy. The Company strongly discourages all Insiders from giving trading advice concerning the Company to third parties even when the Insiders do not possess material non-public information about the Company.

4.      No Trading in Other Companies’ Securities on Inside Information. No Insider who has become aware of material non-public information about another publicly traded company, including our vendors, suppliers and customers, when that information is obtained in the course of his or her affiliation or service with the Company, may (a) trade in the securities of such other company while possessing material non-public information concerning that company, (b) recommend that another person place a purchase or sell order in such other company’s securities while possessing material non-public information concerning that company, or (c) convey such material non-public information to another person if such Insider knows or has reason to believe that the third party will misuse such information by trading in such other company’s securities or passing such information to others who may so trade. You should treat material non-public information about our business partners with the same care required with respect to information related directly to the Company.

5.      No Speculative Transactions. No Insider may engage in transactions in the Company’s securities of a speculative nature at any time. This means, among other things, that all Insiders are prohibited from short-selling Company securities or engaging in transactions involving derivative instruments based on Company securities. This prohibition includes, but is not limited to, trading in Company-based put and call option contracts, transacting in straddles, holding securities in a margin account, pledge of securities and the like. However, (I) as indicated in Item G-2 below, holding and exercising options or other derivative securities granted under the Company’s equity incentive plans is not prohibited by this Policy and (II) the Compliance Officer may (but is not obligated) allow the pledge of Company securities as collateral for a loan (not including margin debt) where the Insider demonstrates its financial capacity to repay the loan without resort to the pledged securities.

F.      Trading Windows and Special Blackout Periods

1.      Regular Trading Windows. All Insiders are prohibited from trading the Company’s securities (regardless of whether they are in possession of material non-public information) during the “trading blackout periods” commencing at 9am on the 20th day of the last month of each fiscal quarter of the Company (i.e. March 20th, June 20th, September 20th and December 20th) and ending after the completion of a full trading day following public release of the Company’s earnings results for that quarter (by way of filing the required SEC report for that quarter).

In other words, these persons may only conduct transactions in Company securities during the “Window Period” beginning the day after a full trading day following the public release of the Company’s quarterly earnings and ending 10 days prior to the close of the next fiscal quarter. For example, if the Company filed an annual report on Form 10-K (i) before trading begins on a Tuesday, the first time you can buy or sell Company securities is the opening of the market on Wednesday (assuming you are not aware of other material nonpublic information at that time), or (ii) during or after trading begins on that Tuesday, the first time you can buy or sell Company securities is the opening of the market on Thursday.

2.      No Trading During Special Blackout Periods. From time to time, an event may occur that is material to the Company and is known by certain Insiders. In addition, the Company’s financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of the Compliance Officer, designated persons should be restricted from trading in Company securities sooner than the typical quarterly blackout period described above. In these situations, without an obligation to disclose the particular reason, the Compliance Officer may notify certain persons that they should not trade in the Company securities. This existence of an event-specific blackout period will not be announced to the Company as a whole and should not be communicated to any other person. Such event-specific, “special blackout period” will remain in place so long as the information remains material and non-public. The Compliance Officer will notify such persons when the event-specific blackout period has ended.

G.     Certain Permitted Activities/Transactions

1.      Exercise of Stock Options. The trading restrictions (including blackout periods) of this Policy do not apply to the exercise(s) of stock options where no Company securities are sold in the market to fund the option exercise price (this includes net exercise of an option through the Company). However, the trading restrictions of this Policy do apply to any sale of the underlying stock or to a cashless exercise of the option through a broker, as this entails selling a portion of the underlying stock to cover the costs of exercise.

2.      Restricted Stock Awards/Units. The trading restrictions (including blackout periods) of this Policy do not apply to the vesting of restricted stock or restricted stock units (“RSUs”), or the exercise of a right to have the Company withhold shares to satisfy tax withholding consequences of vesting. This policy would apply, however, to market sales of any shares received, including the sale of any securities in the market to cover tax withholding obligations.

3.      Gifts. “Bona fide” gifts of Company Securities are generally not deemed to be restricted transactions for the purposes of this Policy, but, nevertheless, they must be pre-approved by the Compliance Officer (also in order to ensure compliance with reporting requirements under Section 16 of the Exchange Act, where applicable). Whether a gift is truly bona fide will depend on the circumstances surrounding each gift. The more unrelated the donee is to the donor, the more likely the gift would be considered “bona fide” and not a “restricted transaction”.

4.      Qualified Trading Plans. The U.S. securities laws allow for specific safe harbors from insider trading liability, such as a written trading plan that complies with Rule 10b5-1(c) promulgated under the Exchange Act (“Rule 10b5-1(c)”). Once such a Qualified Trading Plan has been adopted, trading in Company securities (including sale of Shares underlying stock options or RSUs) through the Qualified Trading Plan may occur even during a “black-out period” (as described in Section F above) or when the person on whose behalf such trade occurs is aware of material non-public information. For purposes of this Policy, a “Qualified Trading Plan” is a written plan (including contract or instruction) for purchasing or selling Company securities which the Compliance Officer approved in writing that it complies with Rule 10b5-1(c), including the following requirements:

(a)     the plan is adopted while the Company is not in a “black-out” period;

(b)    the plan is adopted before the individual was in possession of material non-public information about the Company;

(c)     the plan is adhered to strictly, entered into in good faith and not part of a plan or scheme to evade the prohibitions of Rule 10b5-1(c);

(d)    the plan imposes a waiting period between the time a plan is adopted or amended and the date of the first trade under the plan (“cooling-off period”), which cooling-off period shall be the minimum period required under Rule 10b5-1(c);

(e)     the plan (a) specified the amount of securities to be purchased or sold and the price at which and the date on which the securities were to be purchased or sold; (b) included a written formula or algorithm, or computer program, for determining the amount of securities to be purchased or sold and the price at which and the date on which the securities were to be purchased or sold; or (c) did not permit the person to exercise any subsequent influence over how, when, or whether to effect purchases or sales; provided, in addition, that any other person who, pursuant to the plan, did exercise such influence must not have been aware of the material non-public information when doing so;

(f)     except as permitted by Rule 10b5-1(c), no person entering into a plan may have a separate Rule 10b5-1 Plan outstanding; and

(g)    at the time it is adopted, the plan conforms to all other requirements of Rule 10b5-1(c) (including the prohibition on using multiple overlapping plans set forth therein) and such other guidelines that the Compliance Officer may adopt under this Policy.

Any Qualified Trading Plan must be delivered to the Compliance Officer at least five (5) business days before entry into the Qualified Trading Plan and must be approved by the Compliance Officer in writing. An existing Qualified Trading Plan may be modified in accordance with the rules and procedures outlined above for the initial adoption of a Qualified Trading Plan, including approval by the Compliance Officer. In addition, Insiders are required to notify the Compliance Officer of any termination of a Qualified Trading Plan. The Company reserves the right to disclose publicly the terms of any Qualified Trading Plan.

5.      401(k) Plan. This Policy does not apply to purchases of Company stock in the Company’s 401(k) plan resulting from periodic contributions of money to the plan pursuant to payroll deduction elections. This Policy does apply, however, to certain elections that may be made under the 401(k) plan, including (a) an election to increase or decrease the percentage of periodic contributions that will be allocated to the Company stock fund, if any, (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund, (c) an election to borrow money against a 401(k) plan account if the loan will result in a liquidation of some or all of a participant’s Company stock fund balance and (d) an election to pre- pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund. Each individual purchase under 401(k) plan must be approved in advance by the Compliance Officer.

6.      ETFs etc. Transactions in exchange-traded funds (ETFs), mutual funds, index funds or other “broad basket” funds that own or hold the Company’s securities as one of many investments are not subject to this Policy.

H.     Procedures & Special Circumstances

1.      No Exceptions for Hardship Cases. The existence of a personal financial emergency does not excuse you from compliance with this Policy.

2.      Exceptions for Special Circumstances. The Compliance Officer may, on a case-by-case basis, authorize trading in the Company’s securities where both seller(s) and buyer(s) are in possession of the same material non-public information, if any, about the Company, but only in accordance with the procedures set forth below. Nothing herein shall be deemed to allow any Insider to provide material non-public information of the Company to a third party.

•        The Compliance Officer may, on a case-by-case basis, authorize trading in Company securities outside of the applicable trading windows where both seller(s) and buyer(s) are in possession of the same material non-public information, if any, about the Company, and: (a) the person asking to trade has notified the Compliance Officer in writing of the circumstances of the transaction and the amount and nature of the proposed trade(s), (b) the person asking to trade

has certified to the Compliance Officer in writing no earlier than three business days prior to the proposed trade(s) that, to the extent he or she is in possession of material non- public information concerning the Company, the seller(s) or buyer(s), as applicable, are lawfully in possession of the same information, and (c) the Compliance Officer has approved the trade(s) in writing.

•        The existence of the foregoing approval procedure does not in any way obligate the Compliance Officer to approve any trades requested by the applicants. The Compliance Officer may reject any trading requests at his sole discretion and without the need to provide reasons therefor.

3.      Section 16 Liability. Certain officers and all directors of the Company must also comply with the reporting obligations and limitations on short-swing profit transactions set forth in Section 16 of the Exchange Act. The practical effect of these provisions is that any officer or director who purchases and sells the Company’s securities within a six- month period must disgorge all profits to the Company whether or not he or she had knowledge of any material non-public information. Under these provisions, and so long as certain other criteria are met, neither the receipt of stock or stock options under the Company’s stock plans, nor the exercise of options nor the receipt of stock under the Company’s employee stock purchase plan, dividend reinvestment plan or the Company’s 401(k) retirement plan is deemed a purchase that can be matched against a sale for Section 16(b) short-swing profit disgorgement purposes; however, the sale of any such shares so obtained is a sale for these purposes. Moreover, no such officer or director may ever make a short sale of the Company’s common stock which is unlawful under Section 16(c) of the Exchange Act. The Company will provide separate memoranda and other appropriate materials to the affected officers and directors regarding compliance with Section 16 and its related rules.

The rules on recovery of short-swing profits are absolute and do not depend on whether a person has material non-public information.

I.       Potential Civil, Criminal and Disciplinary Sanctions

1.      The consequences of prohibited insider trading or tipping can be severe. Persons violating insider trading or tipping rules may be required to disgorge the profit made or the loss avoided by the trading, pay the loss suffered by the person who purchased securities from or sold securities to the insider tippee, pay civil penalties that may be substantially in excess of the profit made or loss avoided, pay an extremely heavy criminal penalty, and even serve a term of imprisonment. The Company and/or the supervisors of the person violating the rules may also be required to pay major civil or criminal penalties.

2.      Violation of this Policy or applicable insider trading or tipping laws by any Insider or their Family Members, may subject the Insider to dismissal proceedings, disciplinary action by the Company up to and including termination for cause.

3.      Any Insider who violates this Policy or any applicable laws governing insider trading or tipping or knows of any such violation by any other Insiders, must report the violation immediately to the Compliance Officer.

4.      This Policy continues to apply to transactions in Company securities even after an employee, officer or director has resigned or terminated employment. If the person who resigns or separates from the Company is in possession of material non-public information at that time, he or she may not trade in Company securities until that information has become public or is no longer material or for a longer period as may be determined by the Compliance Officer.

J.      Additional Information & Requirements

Pre-Clearance

All directors, officers and other Insiders designated from time to time by the Compliance Officer are required to pre-clear (by obtaining written approval, which may be via email) with the Compliance Officer all their proposed transactions in the Company’s securities and in the securities of other companies as described in Section E-4 above to confirm that there is no material non-public information which would make such transactions

appear suspect. All other employees of the Company are encouraged (but not required) to give the Compliance Officer advance notice of all their proposed transactions in the Company’s securities and in the securities of other companies as described in Section E-4 above.

Interpretation

This Policy should be viewed as applicable to all circumstances detailed above and to circumstances where the spirit of the prohibitions seem applicable to the reasonable person. No personal emergency or perceived corporate emergency should be the basis for the violation of this Policy.

Remember, if your securities transactions become the subject of scrutiny, they will be viewed with the benefit of hindsight. As a result, before engaging in any transaction you should carefully consider how regulators and others might view your transaction after the fact.

Q&A

Any person who has any questions about this Policy in general or its application in specific instances is urged to seek advice by contacting the Compliance Officer. Remember, however, the ultimate responsibility for adhering to this Policy and avoiding improper transactions rests with you. In this regard, it is imperative that you use your best judgment.

Certifications

All officers, directors and employees will be required, promptly upon commencement of their employment or service, as the case may be, to certify their understanding of, and intent to comply with, this Policy.

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