Mawson Infrastructure (MIGI) - 2025 Q3 - Quarterly Results

AT THE MARKET OFFERING AGREEMENT This agreement outlines the terms for the Company's continuous offering and sale of common stock through a designated manager, detailing definitions, sales procedures, representations, and mutual obligations 1. Definitions This section defines key terms for consistent interpretation of the At The Market Offering Agreement - The agreement defines various terms, including 'Act' (Securities Act of 1933), 'Commission' (SEC), 'Common Stock', 'Exchange Act' (Securities Exchange Act of 1934), 'GAAP' (Generally Accepted Accounting Principles), 'Material Adverse Effect', 'Prospectus', 'Registration Statement', 'SEC Reports', 'Settlement Date', and 'Trading Market' (Nasdaq Capital Market)[2][9][10][13][16][20][26][27][32][33][38] 2. Sale and Delivery of Shares This chapter outlines terms for the Company's Common Stock issuance and sale through the Manager, acting as agent or principal - The Company proposes to issue and sell shares of its common stock (the "Shares") through or to the Manager, up to a "Maximum Amount" limited by registration, authorized but unissued shares, or S-3 eligibility requirements[39] 2(a) Appointment of Manager as Selling Agent; Terms Agreement The Company appoints the Manager as its exclusive agent for selling Shares, with the Manager agreeing to use commercially reasonable efforts - The Manager is appointed as the exclusive agent to sell Shares, committing to commercially reasonable efforts. Direct sales to the Manager as principal require a separate 'Terms Agreement'[40] 2(b) Agent Sales This section details the mechanics of agent sales, including daily sales instructions, pricing, Manager's compensation, settlement, and the Company's obligations regarding share delivery and affirmations of representations - Shares are sold on a daily basis or as agreed, with the Company providing a 'Sales Notice' specifying the maximum amount and minimum price. The Manager uses commercially reasonable efforts to sell at market price[42] Manager Compensation for Agent Sales | Item | Detail | | :--- | :--- | | Compensation Rate | 3.0% of gross sales price | | Type of Fee | Placement fee ('Broker Fee') | | Net Proceeds | Gross sales price minus Broker Fee and transaction fees | - Settlement for sales typically occurs on the first Trading Day following the sale (T+1), with the Company electronically transferring shares to the Manager's account at DTC and the Manager delivering Net Proceeds[49] 2(c) Term Sales For sales other than agent sales (Placements), the Company notifies the Manager of proposed terms - Placements (sales other than agent sales) are conducted via a 'Terms Agreement' where the Manager acts as principal. This agreement specifies the number of shares, price, and delivery details, and incorporates the main agreement's terms[52] 2(d) Maximum Number of Shares The Company is restricted from offering or selling Shares if the aggregate amount exceeds specified limits or at a price lower than the Board-authorized minimum - The Company must not exceed the 'Maximum Amount' of Shares, the amount available under the Registration Statement, or the Board-authorized amount. Sales below the Board-authorized minimum price are also prohibited[54] 2(e) Regulation M Notice The Company must provide the Manager with at least one Business Day's prior notice of its intent to sell Shares to ensure compliance with Regulation M - The Company is required to provide at least one Business Day's prior notice to the Manager before selling Shares, to facilitate compliance with Regulation M under the Exchange Act[55] 3. Representations and Warranties This chapter details the Company's representations and warranties to the Manager at Execution Time and on subsequent dates - The Company makes comprehensive representations and warranties covering its corporate organization, capitalization, compliance with securities laws (including S-3 eligibility and SEC filings), financial statements (GAAP compliance), absence of material adverse changes, litigation, regulatory permits, intellectual property, and adherence to various other legal and operational standards[56][58][67][73][75][82][84] 3(a) Subsidiaries The Company represents that all direct and indirect subsidiaries are listed in SEC Reports, and it owns all capital stock or equity interests free of liens - All subsidiaries are listed in SEC Reports, and the Company owns their capital stock/equity interests free of liens. Shares are validly issued, fully paid, and non-assessable[57] 3(b) Organization and Qualification The Company and its Subsidiaries are duly organized, validly existing, and in good standing in their respective jurisdictions, with the necessary power and authority to conduct business - The Company and its Subsidiaries are duly organized, validly existing, and in good standing, possessing requisite power and authority. They are qualified to conduct business in all necessary jurisdictions, with no failures expected to result in a 'Material Adverse Effect'[58] 3(c) Authorization and Enforcement The Company has the corporate power and authority to enter into and consummate the transactions contemplated by the Agreement, which has been duly authorized and constitutes a valid and binding obligation - The Company has the corporate power and authority to execute and perform the Agreement, which is a valid and binding obligation, subject to general equitable principles and bankruptcy laws[60] 3(d) No Conflicts The execution and performance of the Agreement, and the issuance of Shares, do not conflict with the Company's or Subsidiaries' organizational documents, other agreements, or laws - The Agreement's execution and the Shares' issuance do not conflict with organizational documents, other agreements, or laws, provided such conflicts would not individually or in aggregate lead to a 'Material Adverse Effect'[61] 3(e) Filings, Consents and Approvals The Company is not required to obtain any consents, waivers, or make filings for the Agreement's execution and performance, other than those specified - Required approvals for the transaction include SEC filings (Prospectus Supplement), Trading Market listing, state securities laws, and FINRA rules[62] 3(f) Issuance of Shares The Shares are duly authorized, and upon issuance and payment, will be validly issued, fully paid, nonassessable, and freely transferable - The Shares are duly authorized, validly issued, fully paid, nonassessable, and freely transferable. Their issuance is registered under the Act and aligns with the 'Plan of Distribution' in the Registration Statement[64] 3(g) Capitalization The Company's capitalization is as stated in SEC Reports, with no new capital stock issued since the last periodic report (except for employee plans/conversions) and no outstanding rights or agreements that would obligate further equity issuance or adjust security prices - Company capitalization is as per SEC Reports. No new capital stock issued since the last periodic report, except for employee stock options/purchase plans or conversion/exercise of existing 'Common Stock Equivalents'. No outstanding securities with redemption or price adjustment provisions[65] 3(h) Registration Statement The Company meets Form S-3 requirements, has an effective Registration Statement for the Shares, and complies with relevant rules and transaction requirements - The Company meets Form S-3 requirements, has an effective Registration Statement for the Shares, and complies with Rule 415(a)(1)(x) and Form S-3 General Instruction I.B.1 or I.B.6[67] 3(i) Accuracy of Incorporated Documents All Incorporated Documents filed with the Commission conformed to Exchange Act requirements and did not contain any material misstatements or omissions at the time of filing - Incorporated Documents conformed to Exchange Act requirements and were free of material misstatements or omissions when filed. Future incorporated documents will also comply[68] 3(j) Ineligible Issuer The Company is an "ineligible issuer" as defined in Rule 405 under the Act - The Company is classified as an 'ineligible issuer' under Rule 405 of the Act[69] 3(k) Free Writing Prospectus The Company is eligible to use Issuer Free Writing Prospectuses, subject to Rule 164(e)(2) restrictions, and ensures they do not conflict with the Registration Statement or contain material misstatements - The Company is eligible to use Issuer Free Writing Prospectuses, ensuring they do not conflict with the Registration Statement and comply with filing requirements under Rule 433(d)[71] 3(l) Proceedings Related to Registration Statement The Registration Statement is not subject to any pending SEC proceedings or examinations, and the Company has not received notice of any stop-order or suspension of effectiveness - No pending SEC proceedings or examinations exist for the Registration Statement, and no stop-orders or suspensions of effectiveness have been issued or threatened[72] 3(m) SEC Reports The Company has timely filed all required SEC Reports, which complied with applicable laws and did not contain material misstatements or omissions - All SEC Reports were filed timely, complied with the Act and Exchange Act, and contained no material misstatements. Financial statements adhere to GAAP and accurately reflect the Company's financial position and results[73] 3(o) Material Changes; Undisclosed Events, Liabilities or Developments Since the latest audited financial statements, there have been no Material Adverse Effects, undisclosed liabilities (beyond ordinary course), accounting changes, dividends, or equity issuances to officers/directors (except existing plans), and no executive resignations, nor any other undisclosed material events - No 'Material Adverse Effect' or undisclosed liabilities (beyond ordinary course) have occurred since the latest audited financials. No changes in accounting, dividends, or equity issuances to officers/directors (except existing plans) have taken place. No executive officers or Board members have resigned[75] 3(p) Litigation Except as disclosed in SEC Reports, there is no pending or threatened litigation that would adversely affect the Agreement or result in a Material Adverse Effect - No undisclosed litigation is pending or threatened that could adversely affect the Agreement or result in a 'Material Adverse Effect'. No claims of securities law violations or SEC investigations involving the Company or its officers/directors[76] 3(q) Labor Relations No material labor disputes exist or are imminent, and the Company and its Subsidiaries maintain good employee relations, are not party to collective bargaining agreements, and comply with all applicable labor laws - No material labor disputes are imminent, and the Company maintains good employee relations. Compliance with all applicable U.S. federal, state, local, and foreign labor laws is maintained, with no expected 'Material Adverse Effect' from non-compliance[78] 3(r) Compliance Except as disclosed in SEC Reports, the Company and its Subsidiaries are not in default or violation of any agreements, judgments, or governmental regulations (including environmental, health, safety, and tax laws), where such non-compliance would result in a Material Adverse Effect - The Company and its Subsidiaries are in compliance with all agreements, judgments, and governmental regulations (e.g., taxes, environmental, occupational health and safety), with no defaults or violations expected to result in a 'Material Adverse Effect'[79] 3(s) Environmental Laws The Company and its Subsidiaries comply with all Environmental Laws, possess all required permits, and adhere to their terms and conditions - The Company and its Subsidiaries comply with all Environmental Laws and possess necessary permits, with no non-compliance expected to have a 'Material Adverse Effect'[80] 3(t) Regulatory Permits The Company and its Subsidiaries hold all necessary regulatory permits ("Material Permits") to conduct their businesses as described in SEC Reports - The Company and its Subsidiaries possess all 'Material Permits' required for their operations and have not received notice of any revocation or modification proceedings[82] 3(u) Title to Assets The Company and its Subsidiaries have good and marketable title to all material real and personal property, free of liens (except minor ones or tax liens with adequate reserves) - The Company and its Subsidiaries hold good and marketable title to all material real and personal property, free of liens (excluding minor ones or tax liens with reserves). They are also in compliance with all leases[83] 3(v) Intellectual Property The Company and its Subsidiaries possess or have rights to all necessary intellectual property rights ("Intellectual Property Rights"), with no expected expiration or termination, no infringement claims, and reasonable security measures in place - The Company and its Subsidiaries have or have rights to all necessary 'Intellectual Property Rights', with no expected expiration or termination within two years. No infringement claims have been received, and reasonable security measures are in place[84] 3(w) Insurance The Company and its Subsidiaries are adequately insured by recognized insurers against customary losses and risks, including D&O coverage - The Company and its Subsidiaries are insured by financially responsible insurers for customary losses and risks, including D&O coverage, and anticipate renewing coverage without significant cost increases[86] 3(x) Affiliate Transactions Except as disclosed in SEC Reports, there are no material transactions (exceeding $120,000) between the Company/Subsidiaries and their officers, directors, or employees, other than for standard compensation and reimbursements - No material transactions (over $120,000) exist between the Company/Subsidiaries and their officers, directors, or employees, other than for standard compensation, reimbursements, and employee benefits, except as disclosed in SEC Reports[87] 3(y) Sarbanes Oxley Compliance Except as disclosed in SEC Reports, the Company and its Subsidiaries comply with Sarbanes-Oxley, maintain effective internal accounting controls and disclosure controls and procedures - The Company and its Subsidiaries comply with Sarbanes-Oxley, maintain effective internal accounting controls and disclosure controls, and have not had material changes in internal control over financial reporting since the Evaluation Date[88] 3(z) Certain Fees No brokerage or finder's fees or commissions are payable by the Company or any Subsidiary to any third party with respect to the transactions contemplated by this Agreement, other than payments to the Manager - No brokerage or finder's fees are payable by the Company or its Subsidiaries to any third party for these transactions, other than to the Manager[90] 3(aa) No Other Sales Agency Agreement The Company has not entered into any other sales agency agreements or similar arrangements for at-the-market offerings of its Shares - The Company has no other sales agency agreements or similar arrangements for at-the-market offerings of its Shares[91] 3(bb) Investment Company The Company is not, and will not become, an "investment company" subject to registration under the Investment Company Act of 1940, as amended - The Company is not, and will not become, an 'investment company' under the Investment Company Act of 1940[92] 3(cc) Listing and Maintenance Requirements The Common Stock is listed on the Trading Market, and its issuance complies with listing rules - Common Stock is listed on the Trading Market, and its issuance complies with listing rules. The Company is registered under the Exchange Act and complies with all listing and maintenance requirements[93] 3(dd) Application of Takeover Protections The Company and its Board have taken all necessary actions to render inapplicable any anti-takeover provisions that could apply to the Shares - The Company and its Board have taken necessary actions to render anti-takeover provisions inapplicable to the Shares[94] 3(ee) Solvency Based on its consolidated financial condition, the Company is solvent, with assets exceeding liabilities, sufficient capital, and adequate cash flow to pay debts as they mature - The Company is solvent, with assets exceeding liabilities and sufficient capital. Current cash flow and potential liquidation proceeds are adequate to meet debt obligations. No intent to incur unpayable debts or file for bankruptcy within one year[95] 3(ff) Tax Status Except for non-material matters, the Company and its Subsidiaries have filed all required tax returns, paid all material taxes, and set aside adequate provisions for future taxes - The Company and its Subsidiaries have filed all required tax returns, paid all material taxes, and made adequate provisions for future taxes, with no material unpaid taxes claimed[97] 3(gg) Foreign Corrupt Practices Neither the Company nor its Subsidiaries, nor any agent acting on their behalf, has engaged in unlawful contributions, payments to government officials, or materially violated the Foreign Corrupt Practices Act - Neither the Company nor its Subsidiaries, nor their agents, have engaged in unlawful political contributions, payments to officials, or materially violated the Foreign Corrupt Practices Act[98] 3(hh) Accountants The Company's accounting firm is a registered public accounting firm and is expected to express an opinion on the financial statements for the fiscal year ending December 31, 2025 - The Company's accounting firm is a registered public accounting firm and will express an opinion on the financial statements for the fiscal year ending December 31, 2025[99] 3(ii) Regulation M Compliance The Company has not, and to its knowledge no one acting on its behalf has, taken any action to stabilize or manipulate the price of its securities or solicit purchases, other than compensation paid to the Manager for the Shares - The Company has not engaged in market stabilization or manipulation activities to facilitate the sale of Shares, nor solicited purchases, except for compensation paid to the Manager[100] 3(kk) Stock Option Plans All stock options granted under the Company's plans were in accordance with terms, had an exercise price at least equal to fair market value on the grant date, and were not backdated or knowingly coordinated with material information releases - Stock options were granted in accordance with plan terms, at fair market value, and were not backdated or coordinated with material information releases[102] 3(ll) Cybersecurity There have been no security breaches or compromises of the Company's IT Systems and Data, and the Company complies with all applicable laws and maintains commercially reasonable safeguards - No security breaches or compromises of IT Systems and Data have occurred. The Company complies with all applicable laws, maintains commercially reasonable safeguards, and has implemented backup and disaster recovery technology[103] 3(mm) Compliance with Data Privacy Laws The Company and its Subsidiaries comply with all applicable data privacy and security laws (including GDPR) and their internal policies, providing accurate notice of privacy practices - The Company and its Subsidiaries comply with all applicable data privacy and security laws (e.g., GDPR) and internal policies, providing accurate notice of privacy practices. No notices of actual or potential liability or violations have been received[104] 3(nn) Office of Foreign Assets Control Neither the Company nor its affiliates, directors, officers, or employees are subject to U.S. or international sanctions, nor will the proceeds from the transactions be used in violation of such sanctions - Neither the Company nor its affiliates, directors, officers, or employees are subject to Sanctions. Proceeds from transactions will not be used in violation of Sanctions[106] 3(oo) U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation under Section 897 of the Internal Revenue Code - The Company is not and has never been a U.S. real property holding corporation[107] 3(pp) Bank Holding Company Act Neither the Company nor its Subsidiaries or Affiliates are subject to the Bank Holding Company Act of 1956 or regulation by the Federal Reserve - Neither the Company nor its Subsidiaries or Affiliates are subject to the Bank Holding Company Act or Federal Reserve regulation, nor do they control significant interests in regulated entities[108] 3(qq) Money Laundering The Company and its Subsidiaries' operations comply with applicable Money Laundering Laws, and no related actions or proceedings are pending or threatened - The Company and its Subsidiaries comply with Money Laundering Laws, and no related actions or proceedings are pending or threatened[109] 3(rr) FINRA Member Shareholders There are no undisclosed affiliations with any FINRA member firm among the Company's officers, directors, or 5% or greater stockholders - No undisclosed affiliations with FINRA member firms exist among the Company's officers, directors, or 5%+ stockholders[110] 4. Agreements This chapter outlines the Company's ongoing obligations to the Manager for regulatory filings, disclosure, due diligence, and offering operations - The Company agrees to provide the Manager with copies of all amendments and supplements to the Registration Statement and Prospectus for review, and to promptly notify the Manager of any filings, SEC requests, or stop orders[112] 4(a) Right to Review Amendments and Supplements to Registration Statement and Prospectus The Company agrees to provide the Manager with copies of all amendments and supplements to the Registration Statement and Prospectus for review prior to filing - The Company must furnish the Manager with proposed amendments/supplements for review before filing and promptly advise the Manager of filings, SEC requests, or stop orders[112] 4(b) Subsequent Events If any event occurs before the Settlement Date that would cause the Registration Statement or Prospectus to contain a material misstatement or omission, the Company will promptly notify the Manager and amend or supplement the documents - The Company will promptly notify the Manager and amend the Registration Statement or Prospectus if any event causes a material misstatement or omission before the Settlement Date[113] 4(c) Notification of Subsequent Filings During the period when a prospectus is required, if any event necessitates an amendment to the Registration Statement or Prospectus to comply with securities laws or correct misstatements, the Company will promptly notify the Manager and file the necessary amendments or supplements - The Company will promptly notify the Manager and file necessary amendments or supplements if any event requires changes to the Registration Statement or Prospectus for compliance or to correct misstatements[115] 4(d) Earnings Statements The Company will make earnings statements generally available to satisfy Section 11(a) of the Act and Rule 158, with compliance with Exchange Act reporting requirements deemed sufficient - The Company will make earnings statements available to satisfy Section 11(a) of the Act and Rule 158, with Exchange Act reporting deemed sufficient[116] 4(e) Delivery of Registration Statement Upon request, the Company will furnish the Manager and its counsel with signed copies of the Registration Statement and sufficient copies of the Prospectus and any Issuer Free Writing Prospectus, covering all printing expenses - The Company will furnish signed copies of the Registration Statement and sufficient copies of the Prospectus and Issuer Free Writing Prospectus to the Manager upon request, covering all printing expenses[117] 4(f) Qualification of Shares The Company will arrange for the qualification of Shares for sale in designated jurisdictions and maintain such qualifications, but is not obligated to qualify to do business or be subject to service of process in new jurisdictions - The Company will qualify Shares for sale in designated jurisdictions, but is not obligated to qualify to do business or be subject to service of process in new jurisdictions[118] 4(g) Free Writing Prospectus Both the Company and the Manager agree to obtain prior written consent for any Free Writing Prospectus and to treat any consented-to "Permitted Free Writing Prospectus" as an Issuer Free Writing Prospectus - Both parties must consent to any Free Writing Prospectus, and any 'Permitted Free Writing Prospectus' must comply with Rules 164 and 433[120] 4(h) Subsequent Equity Issuances The Company will not deliver a Sales Notice for two Trading Days prior to any other equity issuance (except for employee plans, conversions, or non-capital raising private transactions), subject to Manager's waiver - The Company must provide two Trading Days' notice before other equity issuances, with exceptions for employee equity plans, conversions of existing Common Stock Equivalents, and privately negotiated transactions not for capital raising[121] 4(i) Market Manipulation Until termination, the Company will not take any action designed to stabilize or manipulate the price of its securities in violation of the Act, Exchange Act, or Regulation M - The Company commits not to engage in market stabilization or manipulation activities in violation of securities laws or Regulation M[122] 4(j) Notification of Incorrect Certificate The Company will immediately advise the Manager of any information or fact that would alter or affect any opinion, certificate, or document previously provided - The Company will immediately notify the Manager of any information affecting previously provided opinions, certificates, or documents[123] 4(k) Certification of Accuracy of Disclosure On each "Representation Date" (e.g., filing 10-K/10-Q, amendments), the Company must furnish a certificate confirming the accuracy of disclosures, with certain waivers applicable when no Sales Notice is pending - On each 'Representation Date' (e.g., filing 10-K, 10-Q, material 8-K, new/amended Registration Statement/Prospectus), the Company must provide a certificate affirming the accuracy of disclosures, with waivers possible if no Sales Notice is pending[125] 4(l) Bring Down Opinions; Negative Assurance Within five Trading Days of each Representation Date, the Company must furnish a written opinion and negative assurance statement from Company Counsel, subject to certain waivers - Within five Trading Days of each 'Representation Date', the Company must provide a written opinion and negative assurance statement from Company Counsel, with waivers for certain dates unless specifically requested by the Manager[126] 4(m) Auditor Bring Down "Comfort" Letter Within five Trading Days of each Representation Date, the Company must cause its auditors to furnish a comfort letter and its CFO to furnish a certificate, subject to certain waivers - Within five Trading Days of each 'Representation Date', the Company must provide an auditor's comfort letter and a CFO certificate, with waivers for certain dates unless specifically requested by the Manager[128] 4(n) Due Diligence Session The Company will conduct due diligence sessions at the commencement/recommencement of the offering and on each Representation Date, including management, counsel, and accountants, and will reimburse Manager's counsel fees up to $2,500 per session - The Company will conduct due diligence sessions at the start/recommencement of the offering and on each 'Representation Date', involving management, counsel, and accountants. The Company will reimburse Manager's counsel fees up to $2,500 per session[129] 4(o) Acknowledgment of Trading The Company consents to the Manager trading in the Common Stock for its own account and for its clients concurrently with sales of Shares under the Agreement - The Company consents to the Manager trading Common Stock for its own account and clients concurrently with Share sales under the Agreement[130] 4(p) Disclosure of Shares Sold The Company will disclose the number of Shares sold, Net Proceeds, and Manager compensation in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and more frequently if required by Commission policy - The Company will disclose the number of Shares sold, Net Proceeds, and Manager compensation in its 10-K and 10-Q reports, and potentially more frequently via 8-K or Prospectus Supplement if required[132] 4(q) Rescission Right If the conditions in Section 6 are not satisfied by the Settlement Date, the Company will offer purchasers the right to refuse to purchase and pay for Shares - The Company will offer a rescission right to purchasers if conditions in Section 6 are not met by the Settlement Date[133] 4(r) Bring Down of Representations and Warranties Each acceptance of an offer or execution of a Terms Agreement is deemed an affirmation that the Company's representations and warranties remain true and correct as of that date and the subsequent Settlement Date/Time of Delivery - Each sale or Terms Agreement execution affirms that the Company's representations and warranties are true and correct as of that date and the Settlement Date/Time of Delivery[134] 4(s) Reservation of Shares The Company must ensure sufficient authorized shares are reserved for issuance and will use commercially reasonable efforts to list and maintain the listing of Shares on the Trading Market - The Company must reserve sufficient authorized shares for issuance and use commercially reasonable efforts to list and maintain the listing of Shares on the Trading Market[135] 4(t) Obligation Under Exchange Act During any period when a prospectus is required, the Company will file all documents required by the Exchange Act within the prescribed time periods - The Company will file all required Exchange Act documents within prescribed time periods when a prospectus is required[137] 4(u) DTC Facility The Company will cooperate with the Manager and use reasonable efforts to make the Shares eligible for clearance and settlement through DTC facilities - The Company will cooperate to make Shares eligible for DTC clearance and settlement[138] 4(v) Use of Proceeds The Company will apply the Net Proceeds from the sale of Shares in the manner specified in the Prospectus - Net Proceeds from Share sales will be used as described in the Prospectus[138] 4(w) Filing of Prospectus Supplement For any sales not made in "at the market" offerings (e.g., Placements), the Company will file a Prospectus Supplement detailing the transaction terms, amount of Shares sold, price, and Manager's compensation - For non-'at the market' sales, the Company will file a Prospectus Supplement detailing transaction terms, Shares sold, price, and Manager's compensation[139] 4(x) Additional Registration Statement If the current Registration Statement is unavailable for sales, the Company will file a new registration statement for additional shares and cause it to become effective promptly - If the current Registration Statement is unavailable, the Company will file and promptly make effective a new registration statement for additional shares[140] 5. Payment of Expenses The Company agrees to cover all costs and expenses related to its obligations under the Agreement, including regulatory, printing, and legal fees - The Company is responsible for all costs and expenses related to the offering, including SEC filing fees, printing, and legal fees. Manager's counsel fees are capped at $50,000 at Execution Time, plus $2,500 per Representation Date for due diligence[142] 6. Conditions to the Obligations of the Manager The Manager's obligations are contingent on the Company's representations, performance, and satisfaction of specific conditions, including regulatory filings and legal opinions - The Manager's obligations are subject to the accuracy of Company representations, Company performance, and specific conditions including timely filing of Prospectus Supplements, delivery of Company Counsel opinions, Officer's Certificates, and Accountants' 'Comfort' Letters[143][144][146][147] 6(a) Filing of Prospectus Supplement A condition for the Manager's obligations is the timely filing of the Prospectus and any supplements with the Commission, and that no stop order or objection to the Registration Statement's use has been issued or threatened - The Prospectus and supplements must be filed timely, and no stop orders or objections to the Registration Statement's use should be pending or threatened[143] 6(b) Delivery of Opinion The Company must cause its counsel to furnish a satisfactory legal opinion and negative assurance statement to the Manager - Company Counsel must provide a satisfactory legal opinion and negative assurance statement to the Manager[144] 6(c) Delivery of Officer's Certificate The Company must provide a certificate signed by its CEO/President and principal financial/accounting officer, confirming the accuracy of representations, compliance with agreements, absence of stop orders, and no Material Adverse Effect since the most recent financial statements - A certificate from the CEO/President and CFO/CAO must confirm the accuracy of representations, compliance, absence of stop orders, and no 'Material Adverse Effect' since the latest financial statements[146] 6(d) Delivery of Accountants' "Comfort" Letter The Company must ensure its independent accountants furnish a satisfactory "comfort" letter to the Manager, confirming their independence and providing customary comfort regarding financial information - The Company's independent accountants must provide a satisfactory 'comfort' letter, confirming independence and customary comfort on financial information[147] 6(e) No Material Adverse Event There must be no material adverse change or decrease in financial results or condition of the Company and its subsidiaries since the dates of disclosed information, which, in the Manager's sole judgment, would make the offering impractical - No 'Material Adverse Event' (change or decrease in financial results or condition) must have occurred since the disclosed information dates, which, in the Manager's sole judgment, would make the offering impractical[149] 6(f) Payment of All Fees The Company must have paid all required Commission filing fees relating to the Shares within the specified timeframes - All required Commission filing fees for the Shares must be paid within the specified timeframes[150] 6(g) No FINRA Objections FINRA must not have raised any objections regarding the fairness and reasonableness of the Agreement's terms and arrangements - FINRA must not have objected to the fairness and reasonableness of the Agreement's terms[151] 6(h) Shares Listed on Trading Market The Shares must be listed and authorized for trading on the Trading Market, with satisfactory evidence provided to the Manager - The Shares must be listed and authorized for trading on the Trading Market, with evidence provided to the Manager[151] 6(i) Other Assurances Prior to each Settlement Date and Time of Delivery, the Company must furnish any further information, certificates, and documents reasonably requested by the Manager - The Company must provide any additional information, certificates, and documents reasonably requested by the Manager prior to each Settlement Date and Time of Delivery[152] 7. Indemnification and Contribution This chapter outlines indemnification and contribution obligations between the Company and Manager for losses from misstatements or breaches - The Company indemnifies the Manager for losses from misstatements/omissions in offering documents or breaches of the Agreement, except for information provided by the Manager. The Manager indemnifies the Company for losses from information it provided, capped at the Broker Fee[156][157] 7(a) Indemnification by Company The Company agrees to indemnify the Manager and its affiliates against losses, claims, damages, or liabilities arising from untrue statements or omissions in the Registration Statement, Prospectus, or other offering documents, or from any breach of the Agreement - The Company indemnifies the Manager for losses arising from untrue statements or omissions in offering documents or breaches of the Agreement, unless based on information furnished by the Manager[156] 7(b) Indemnification by Manager The Manager agrees to indemnify the Company and its affiliates for losses arising from untrue statements or omissions based on written information specifically furnished by the Manager for inclusion in the offering documents - The Manager indemnifies the Company for losses arising from untrue statements or omissions based on information specifically furnished by the Manager, with liability capped at the Broker Fee[157] 7(c) Indemnification Procedures This section outlines the procedures for indemnification, including prompt notification of actions, the indemnifying party's right to appoint counsel, and conditions under which the indemnified party may retain separate counsel - Indemnification procedures include prompt notification of actions, the indemnifying party's right to appoint counsel, and conditions for the indemnified party to employ separate counsel (e.g., conflict of interest, different legal defenses)[159] 7(d) Contribution If indemnification is unavailable, the Company and Manager agree to contribute to losses based on relative benefits received and relative fault, with the Manager's contribution capped at the Broker Fee - If indemnification is unavailable, contribution to losses is based on relative benefits and fault, with the Manager's contribution capped at the Broker Fee. This considers factors like information provision, intent, and knowledge[161] 8. Termination This chapter details the conditions and procedures for termination of the Agreement by either party, including notice requirements and surviving sections - Both the Company and the Manager have the right to terminate the Agreement with written notice. Certain sections (5, 6, 7, 8, 9, 10, 12, 14, 15, 16) survive termination, and pending sales will settle[162][163][164][165] 8(a) Company's Right to Terminate The Company may terminate the Agreement with ten Business Days' prior written notice, without liability except for pending sales and the survival of specific sections - The Company can terminate with 10 Business Days' notice, with pending sales and specific sections (5, 6, 7, 8, 9, 10, 12, 14, 15, 16) surviving[162] 8(b) Manager's Right to Terminate The Manager may terminate the Agreement at any time by written notice, without liability except for the survival of specific sections - The Manager can terminate at any time, with specific sections (5, 6, 7, 8, 9, 10, 12, 14, 15, 16) surviving[163] 8(c) Mutual Agreement The Agreement remains in effect until terminated by either party or by mutual agreement, with the same specific sections surviving any mutual termination - The Agreement remains in effect until terminated by either party or mutual agreement, with specific sections (5, 6, 7, 8, 9, 10, 12, 14, 15, 16) surviving[164] 8(d) Effective Date of Termination Termination is effective on the date specified in the notice, but not before the close of business on the date of receipt - Termination is effective on the specified date, but not before the close of business on the notice receipt date. Pending Share sales will settle as per the Agreement[165] 8(e) Manager's Termination Rights for Principal Purchases For purchases where the Manager acts as principal (Terms Agreement), the Manager can terminate its obligations if market trading is suspended, a banking moratorium is declared, or a calamity makes the offering impractical - The Manager can terminate principal purchase obligations under a Terms Agreement if market trading is suspended, a banking moratorium is declared, or a calamity makes the offering impractical[166] 9. Representations and Indemnities to Survive All representations, warranties, and indemnities made in the Agreement survive the delivery and payment for Shares, remaining in full force - All representations, warranties, and indemnities survive the delivery and payment for Shares, remaining in full force regardless of any investigations[167] 10. Notices All communications under the Agreement must be in writing, effective upon receipt, and sent to the specified addresses - All communications must be in writing, effective upon receipt, and sent to the specified addresses of the Company and the Manager[169] 11. Successors The Agreement binds the parties, their successors, and related individuals (officers, directors, employees, agents, controlling persons) as specified in Section 7 - The Agreement binds the parties, their successors, and related individuals (officers, directors, employees, agents, controlling persons) as specified in Section 7[170] 12. No Fiduciary Duty The Company acknowledges an arm's-length transaction, with the Manager acting solely as sales agent/principal, not as a fiduciary - The Company acknowledges an arm's-length transaction, with the Manager acting solely as sales agent/principal, not as a fiduciary. The Company retains responsibility for its own judgments[171] 13. Integration This Agreement and any Terms Agreement supersede all prior agreements and understandings between the Company and the Manager - This Agreement and any Terms Agreement supersede all prior agreements and understandings between the Company and the Manager[172] 14. Amendments; Waivers Amendments or waivers require a written instrument signed by both parties; a waiver of one default is not a continuing waiver - Amendments or waivers require a written instrument signed by both parties. A waiver of one default is not a continuing waiver or a waiver of other provisions[173] 15. Applicable Law The Agreement is governed by New York law, with exclusive jurisdiction in New York courts; prevailing party gets attorney's fees - The Agreement is governed by New York law. Exclusive jurisdiction for legal actions is in New York Supreme Court or the U.S. District Court for the Southern District of New York. The prevailing party in enforcement actions will be reimbursed for attorney's fees[175] 16. WAIVER OF JURY TRIAL The Company irrevocably waives its right to a jury trial for any legal proceeding related to this Agreement or its transactions - The Company irrevocably waives its right to a jury trial for any legal proceeding related to this Agreement or its transactions[176] 17. Counterparts The Agreement can be executed in multiple counterparts, including electronically, with each considered an original - The Agreement can be executed in multiple counterparts, including electronically, with each considered an original[176] 18. Headings Section headings are for convenience only and do not affect the Agreement's construction - Section headings are for convenience only and do not affect the Agreement's construction[177] Signatures This section contains the signatures of Mawson Infrastructure Group Inc. and H.C. Wainwright & Co., LLC, confirming agreement to the terms - The Agreement is signed by Kaliste Saloom, Interim Chief Executive Officer, General Counsel and Corporate Secretary for Mawson Infrastructure Group Inc., and Edward D. Silvera, Chief Operating Officer for H.C. Wainwright & Co., LLC[179][180] ANNEX I: Form of Terms Agreement Annex I is a template for a Terms Agreement for direct sales of shares to the Manager as principal, incorporating the main agreement - Annex I is a template for a 'Terms Agreement' for direct sales of 'Purchased Shares' to the Manager as principal. It incorporates the main 'At The Market Offering Agreement' by reference, with representations and warranties deemed made as of the Terms Agreement date[181][182][183]