SCHEDULE 14A

(Rule 14a-101)
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. ______)

Filed by the Registrant x
Filed by a Party other than the Registrant ¨

Check the appropriate box:

ASSURE HOLDINGS CORP.

Payment of Filing Fee (Check the appropriate box):

(1)            Title of each class of securities to which transaction applies:

(2)            Aggregate number of securities to which transaction applies:

(3)          Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)            Proposed maximum aggregate value of transaction:

(5)            Total fee paid:

¨        Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)            Amount Previously Paid:

(2)            Form, Schedule or Registration Statement No.:

(3)            Filing Party:

(4)            Date Filed:

ASSURE HOLDINGS CORP. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS   To all Stockholders of Assure Holdings Corp.:

You are invited to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Assure Holdings Corp. (the “Company”). The Annual Meeting will be held virtually on Thursday, December 9, 2021, at 10:00 AM Mountain Standard Time (“MST”). The purposes of the meeting are:

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR, “FOR” THE RATIFICATION OF APPOINTMENT OF THE COMPANY’S AUDITOR, THE ADVISORY VOTE ON EXECUTIVE COMPENSATION, THE APPROVAL OF THE 2021 STOCK INCENTIVE PLAN, THE APPROVAL OF THE 2021 EMPLOYEE STOCK PURCHASE PLAN, THE APPROVAL OF THE AMENDMENTS TO THE AMENDED 2020 STOCK OPTION PLAN AND THE APPROVAL OF AMENDMENTS TO THE 2020 EQUITY INCENTIVE PLAN AND “3 YEARS” FOR THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION.

The Board of Directors has fixed October 19, 2021 as the record date for the Annual Meeting. Only stockholders of the Company of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders as of October 19, 2021 will be available at the Annual Meeting for inspection by any stockholder. Stockholders will need to register online as provided below to attend and vote at the Annual Meeting. Each share of our common stock is entitled to one vote for each nominee for election to the Board and one vote on each of the other matters before the stockholders. Cumulative voting for the nominees to the Board is not permitted. If your shares of common stock are not registered in your name, you will need to obtain a proxy from the broker, bank or other institution that holds your shares of common stock in order to register to attend and vote at the Annual Meeting. You should ask the broker, bank or other institution that holds your shares to provide you with a proxy to vote your shares of common stock at the Annual Meeting.

Management, on behalf of the board of directors of the Company, will submit the Company’s consolidated financial statements for the years ended December 31, 2020 and 2019 (the “Financial Statements”) to the stockholders at the Annual Meeting, but no vote by the stockholders with respect thereto is required or proposed to be taken in respect of the Financial Statements. The Financial Statements are included in the Company’s Annual Report on Form 10-K which accompanies this notice. The Financial Statements placed before stockholders are also available under the Company’s profile on EDGAR and SEDAR. Copies of the Financial Statements may also be obtained by contacting Scott Kozak, Director of Investor and Media Relations at Scott.Kozak@assureiom.com.

IMPORTANT – VIRTUAL MEETING

After taking into account the current state of the COVID-19 pandemic and the costs to the Company of holding an in-person meeting that may need to be moved or postponed due to changing public health requirements, the Company has elected to hold the Annual Meeting in an entirely virtual format, via live audio webcast, allowing stockholders to attend, participate and vote at the Annual Meeting online at https://www.issuerdirect.com/virtual-event/ionm. This serves to proactively protect the health and wellbeing of the Company’s stockholders, management, directors and service partners, while permitting and encouraging stockholder participation at the Annual Meeting. Stockholders wishing to attend the Annual Meeting are encouraged to do so by registering prior to the commencement of the Annual Meeting then joining the Annual Meeting. Registered stockholders may register using your control number as indicated on the proxy form you received. If you are a registered stockholder, by entering your control number to join the Annual Meeting and agreeing to the terms and conditions, you will revoke all proxies previously given in connection with the Annual Meeting and you will have the opportunity to vote on the matters to be acted upon at the Annual Meeting by means of an online ballot. If you do not wish to revoke a proxy already given, do not accept the stated terms and conditions, in which case you may join the Annual Meeting as a “guest”, but you will not be able to vote or ask questions at the Annual Meeting. Computershare Trust Company of Canada will provide duly appointed proxyholders with a control number by e-mail after the proxy voting deadline has passed. Only registered stockholders and duly appointed proxyholders will be able to attend, participate and vote at the Annual Meeting. See the accompanying Proxy Statement for the 2021 Annual Meeting of Stockholders for a more complete statement on attending the Annual Meeting in virtual format, under the heading “Virtual Meeting”.

Your vote is important. You are requested to carefully read the accompanying Proxy Statement for the 2021 Annual Meeting of Stockholders for a more complete statement of matters to be considered at the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please sign and return the enclosed proxy card or vote your proxy online pursuant to the instructions thereon, promptly. If you decide to attend the Annual Meeting, you may, if you wish, revoke the proxy and vote your shares of common stock using the online ballot during the Annual Meeting. Additional details concerning the matters to be put before the Annual Meeting are set forth in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders and the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2020, which accompany this notice.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH NOMINEE TO THE BOARD, “FOR” THE RATIFICATION OF APPOINTMENT OF THE COMPANY’S AUDITOR, THE ADVISORY VOTE ON EXECUTIVE COMPENSATION, THE APPROVAL OF THE 2021 STOCK INCENTIVE PLAN, THE APPROVAL OF THE 2021 EMPLOYEE STOCK PURCHASE PLAN, THE APPROVAL OF THE AMENDED 2020 STOCK OPTION PLAN AND THE APPROVAL OF THE 2020 EQUITY INCENTIVE PLAN AND “3 YEARS” FOR THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION.

By Order of the Board of Directors,

ASSURE HOLDINGS CORP.

Executive Chairperson of the Board of Directors and Chief Executive Officer
November 9, 2021

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TABLE OF CONTENTS

ASSURE HOLDINGS CORP.
4600 SOUTH ULSTER STREET, SUITE 1225
DENVER • COLORADO • USA • 80237

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held December 9, 2021

Unless the context requires otherwise, references in this Proxy Statement to “Assure Holdings”, “Assure”, the “Company”, “we”, “us” or “our” refer to Assure Holdings Corp..

The Annual Meeting of Stockholders of Assure Holdings (the “Annual Meeting”) will be held virtually pursuant to the instructions set forth below under the heading “Virtual Meeting”, on Thursday, December 9, 2021, at 10:00 AM Mountain Standard Time (“MST”).

We are providing the enclosed proxy materials and form of proxy (the “Proxy Statement”) in connection with the solicitation by the Company’s Board of Directors (the “Board”) of proxies for this Annual Meeting. The Company anticipates that this Proxy Statement and the form of proxy will be mailed to holders of the Company’s shares of common stock (the Company’s shares of common stock will be referred to as “shares” and the whole class of common stock referred to as the “common stock”) on or about November 9, 2021.

You are invited to attend the Annual Meeting at the above stated time and location. If you plan to attend and your shares are held in “street name” – in an account with a bank, broker or other nominee – you must obtain a proxy issued in your name from such broker, bank or other nominee. Please bring that documentation to the Annual Meeting.

You can vote your shares by completing and returning the proxy card or, if you hold shares in “street name,” by completing the voting form provided by the broker, bank or other nominee.

A returned signed proxy card without an indication of how shares should be voted will be voted “FOR” the election of each of the nominees for director, “FOR” the ratification of appointment of the company’s auditor, the advisory vote on executive compensation, the approval of the 2021 stock incentive plan, the approval of the 2021 employee stock purchase plan, the approval of the amendments to the amended 2020 stock option plan and the approval of amendments to the 2020 equity incentive plan and “3 YEARS” for the frequency of advisory votes on executive compensation.

Our corporate bylaws define a quorum as 33-1/3% of the common stock entitled to vote at any meeting of stockholders. The Company’s Articles of Incorporation do not allow cumulative voting for directors. The nominees who receive the most votes will be elected. The affirmative vote of a majority of the shares cast on the proposal by stockholders present at the Annual Meeting, whether in person or by proxy, and entitled to vote thereon is required to approve ratification of the appointment of the Company’s independent registered public accounting firm, the advisory vote on the compensation of our executive officers, adoption of the 2021 stock incentive plan, adoption of the 2021 employee stock purchase plan, the amendment of the 2020 stock option plan and the amendment of the 2020 equity incentive plan. The option of three years, two years or one year that receives the highest number of votes cast by stockholders on the proposal will be the frequency for the advisory vote on the compensation of our named executive officers that has been approved by stockholders. Additionally, the approval of each of the 2021 Stock Incentive Plan, the 2021 Employee Stock Purchase Plan, the amendments to the Amended 2020 Stock Option Plan and the amendments to the 2020 Equity Incentive Plan requires the approval by a simple majority of the votes cast by the stockholders present at the Annual Meeting, in person or represented by proxy, and entitled to vote thereon, excluding votes attached to certain insiders of the Company and their associates and any other person as required to be excluded pursuant to the rules of the TSX Venture Exchange (the “TSXV”).

VIRTUAL MEETING

After taking into account the current state of the COVID-19 pandemic and the costs to the Company of holding an in-person meeting that may need to be moved or postponed due to changing public health requirements, the Company has elected to hold the Annual Meeting in an entirely virtual format, via live audio webcast, allowing stockholders to attend, participate and vote at the Annual Meeting online at https://www.issuerdirect.com/virtual-event/ionm. This serves to proactively protect the health and wellbeing of the Company’s stockholders, management, directors and service partners, while permitting and encouraging stockholder participation at the Annual Meeting. In order to streamline the Annual Meeting process, the Company encourages stockholders to vote in advance of the Annual Meeting using the voting instruction form or the form of proxy mailed to them with the Annual Meeting materials and submitting them by no later than 10:00am (Mountain Standard Time) on December 7, 2021, the cut-off time for deposit of proxies prior to the Meeting. Stockholders wishing to attend the Annual Meeting are encouraged to do so by registering prior to the commencement of the Annual Meeting then joining the Annual Meeting:

Only registered stockholders and duly appointed proxyholders will be able to attend, participate and vote at the Annual Meeting. Non-registered stockholders who have not duly appointed themselves as proxyholder will not be able to vote or ask questions at the Annual Meeting but will be able to participate as a “guest “. Stockholders who wish to appoint a third-party proxyholder to represent them at the Annual Meeting (including non-registered stockholders who wish to appoint themselves as proxyholders to attend, participate and vote at the Annual Meeting) MUST submit their duly completed form of proxy or voting instruction form AND register their proxyholder. If you are attending the Annual Meeting and are eligible to vote at the Annual Meeting, it is important that you are connected to the internet at all times during the Annual Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Annual Meeting. You should allow ample time to check into the Annual Meeting online and complete the related procedure.

QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS AND VOTING

Why am I receiving this Proxy Statement and proxy card?

You are receiving this Proxy Statement and the accompanying Annual Report to Stockholders and proxy card because you were a stockholder of record at the close of business on October 19, 2021 and are entitled to vote at the Annual Meeting. This Proxy Statement describes issues on which the Company would like you, as a stockholder, to vote. It provides information on these issues so that you can make an informed decision. You do not need to attend the Annual Meeting to vote your shares.

When you sign the proxy card, you appoint John Farlinger, Chief Executive Officer and Executive Chairman of the Board of the Company, and John Price, Chief Financial Officer and Corporate Secretary of the Company, as your representatives at the Annual Meeting. As your representatives, they will vote your shares at the Annual Meeting (or any adjournments or postponements) in accordance with your instructions on your proxy card. With proxy voting, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is a good idea to complete, sign and return your proxy card or vote your proxy card online pursuant to the instructions thereon in advance of the Annual Meeting just in case you change your plans.

If an issue comes up for vote at the Annual Meeting (or any adjournments or postponements) that is not described in this Proxy Statement, your representatives will vote your shares, under your proxy, in their discretion, subject to any limitations imposed by law.

When is the record date?

The Board has fixed October 19, 2021 as the record date for the Annual Meeting. Only holders of shares of the Company’s common stock as of the close of business on that date will be entitled to vote at the Annual Meeting.

How many shares are outstanding?

As of October 19, 2021, the Company had 11,839,304 shares of common stock issued and outstanding. The Company’s common stock is the only outstanding voting security of the Company.

What am I voting on?

You are being asked to vote on the following:

How many votes do I get?

Each share of our common stock is entitled to one vote for each nominee for election to the Board and one vote on each of the other matters before the stockholders. No cumulative rights are authorized, and dissenters’ rights are not applicable to any of the matters being voted upon.

The Board recommends a vote “FOR” the election of all nominees, “FOR” the ratification of the appointment of the Company’s independent registered public accounting firm, “FOR” the advisory vote on the compensation of our named executive officers, “THREE YEARS” for the advisory vote on the frequency of conducting future advisory votes on executive compensation, “FOR” the approval of the 2021 Stock Incentive Plan, “FOR” the approval of the 2021 Employee Stock Purchase Plan, “FOR” the approval of amendments to the Amended 2020 Stock Option Plan and “FOR” the approval of amendments to the 2020 Equity Incentive Plan, as disclosed in this Proxy Statement.

How do I vote?

You have several voting options. You may vote by:

Are you a non-registered holder?

The information set out in this section is important to many stockholders as a substantial number of stockholders do not hold their shares in their own name. Only registered stockholders or duly appointed proxyholders for registered stockholders are permitted to vote at the virtual Annual Meeting. Most of the stockholders are “non-registered” stockholders (each a “Non-Registered Holder”) because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares.

More particularly, a person is a Non-Registered Holder in respect of shares which are held on behalf of that person but which are registered either (a) in the name of an intermediary (the “Intermediary”) that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans), or (b) in the name of a clearing agency (such as, in the United States, shares registered in the name of “Cede & Co.”, the registration name of The Depository Trust Company (“DTC”), or in Canada, shares registered in the name of “CDS & Co.”, the registration name of The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant. As noted below, in accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) of the Canadian Securities Administrators and Regulation 14A under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company will be mailing copies of the Notice of Annual Meeting, this Proxy Statement, its 2020 Annual Report on Form 10-K and the form of proxy/voting instruction form (collectively, the “Annual Meeting Materials”) directly to certain non-objecting Non-Registered Holders, as provided below, and in certain instances has distributed the Annual Meeting Materials to the clearing agencies and Intermediaries for onward distribution to objecting Non-Registered Holders, as provided below.

Intermediaries are required to forward the Annual Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Annual Meeting Materials to Non-Registered Holders. Generally, if you are a Non-Registered Holder and you have not waived the right to receive the Annual Meeting Materials you will either:

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares that they beneficially own. If you are a Non-Registered Holder and you wish to vote at the Annual Meeting as proxyholder for the shares owned by you, you should strike out the names of the designated proxyholders named in the proxy authorization form or voting instruction form and insert your name in the blank space provided. In either case, you should carefully follow the instructions of your Intermediary, including when and where the proxy, proxy authorization or voting instruction form is to be delivered.

The Annual Meeting Materials are being made available to both registered stockholders and Non-Registered Holders. The Company is sending Annual Meeting Materials directly to Non-Registered Holders who have not objected to the Intermediary through which their shares are held disclosing ownership information about themselves to the Company (“NOBO’s”) under Regulation 14A of the Exchange Act. If you are a NOBO, and the Company or its agent has sent you either the Annual Meeting Materials or a notice of the availability of the Annual Meeting Materials, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary on your behalf. If you are a Non-Registered Holder who has objected to the Intermediary through which your shares are held disclosing ownership information about you to the Company (an “OBO”), your Intermediary will be forwarding you the Annual Meeting Materials in accordance with the requirements of Regulation 14A and the Company will be covering the cost of such mailings.

Can stockholders vote at the virtual Annual Meeting?

Registered stockholders and appointed proxyholders will be given a control number in order to register and vote online at the virtual Annual Meeting. Stockholders who wish to appoint a third-party proxyholder to attend the virtual Annual Meeting and submit their votes online during the Annual Meeting must submit their proxy or voting instruction form (as applicable) appointing such third-party proxyholder and register the third-party proxyholder, as described below. Registering your proxyholder is an additional step to be completed after you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a 15- digit control number from Computershare, and therefore not being able to vote online during the virtual Meeting.

Step 1 – Submit your proxy or voting instruction form: To appoint a third-party proxyholder (including, to appoint yourself), insert the person’s name in the blank space provided in the proxy or voting instruction form and follow the instructions for submitting the proxy or voting instruction form. This step must be completed prior to registering your third-party proxyholder, which is an additional step to be completed once you have submitted your proxy or voting instruction form. If you are a non-registered stockholder located in the United States, you must also provide Computershare with a duly completed legal proxy if you wish to attend, participate or vote at the Annual Meeting or, if permitted, appoint a third-party as your proxyholder.

Step 2 – Register your third party proxyholder: To register a third-party proxyholder, shareholders must visit http://www.computershare.com/Assure before 10:00 am Mountain Standard Time (MST) on Tuesday, December 7th, 2021 and provide Computershare with the required proxyholder contact information, so that Computershare may provide your third party proxyholder with a 15-digit control number via email.

If you are a non-registered shareholder and wish to vote your shares online during the virtual Annual Meeting, you will have to insert your own name in the space provided on the voting instruction form sent to you by your Intermediary AND register yourself as your proxyholder. By doing so, you are instructing your Intermediary to appoint you as proxyholder. If you are a non-registered shareholder located in the United States and wish to vote your shares online during the virtual Annual Meeting or appoint a third party proxyholder, in addition to the steps described above, you must obtain a valid legal proxy from your Intermediary then register with Computershare in advance of the Annual Meeting. After obtaining a valid legal proxy from your Intermediary, you must submit your registration request by sending your legal proxy to Computershare by email to USlegalproxy@computershare.com. All registration requests sent to Computershare must be labelled as “Legal Proxy” and must be received by Computershare by no later than 10:00 am Mountain Standard Time (MST) on Tuesday, December 7th, 2021. Computershare will send a confirmation of your registration by email after they have received the required registration materials.

What if I share an address with another stockholder and we received only one copy of the Annual Meeting Materials?

If certain requirements are met under relevant U.S. securities law, including in some circumstances the stockholders’ prior written consent, we are permitted to deliver one Annual Report too Stockholders and one Proxy Statement to a group of stockholders who share the same address. If you share an address with another stockholder and have received only one copy of the Annual Meeting Materials, but desire another copy, please send a written request to our offices at the address below or call us at 720-287-3093 to request another copy of the materials. Please note that each stockholder should receive a separate proxy card to vote the shares they own.

Send requests to:

Assure Holdings Corp.
4600 South Ulster Street, Suite 1225

Denver, Colorado, USA 80237
Attention: John Price, Chief Financial Officer and Corporate Secretary

Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.

What if I change my mind after I return my proxy card?

You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by:

Beneficial stockholders should refer to the instructions received from their broker, bank or intermediary or the registered holder of the shares if they wish to change their vote.

How many votes do you need to hold the meeting?

To conduct the Annual Meeting, the Company must have a quorum, which means 33-1/3% of the common stock entitled to vote at any meeting of stockholders. The common stock is the only outstanding voting stock of the Company. Based on 11,839,304 shares outstanding as of the record date of October 19, 2021, 3,946,435 shares must be present in person or by proxy for the quorum to be reached. Your shares will be counted as present at the Annual Meeting if you:

What if I abstain from voting?

Abstentions with respect to a proposal are counted for the purposes of establishing a quorum but are not counted as votes “cast” on the proposal. Since the Company’s bylaws state that matters presented at a meeting of the stockholders must be approved by the majority of the votes cast on the matter, a properly executed proxy card marked “ABSTAIN” with respect to a proposal will not be considered a vote “cast” and will have no effect on the outcome of the proposal.

What effect does a broker non-vote have?

Brokers and other Intermediaries holding shares for Non-Registered Holders are generally required to vote the shares in the manner directed by the Non-Registered Holders. If the Non-Registered Holders do not give any direction, brokers may vote the shares on routine matters. The ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year of 2021 is considered a routine matter, and brokers will be permitted to vote shares held for the Non-Registered Holders on this matter without direction from the Non-Registered Holders. However, brokers are not permitted to vote shares held for the Non-Registered Holders in relation to non-routine matters, which are the proposals on the uncontested election of directors, the advisory vote on executive compensation, the advisory vote on frequency of future advisory votes on executive compensation, the approval of the 2021 Stock Incentive Plan, the approval of the 2021 Employee Stock Purchase Plan, the approval of the amendments to the Amended 2020 Stock Option Plan and the approval of the amendments to the 2020 Equity Incentive Plan.

The absence of a vote on a non-routine matter is referred to as a broker non-vote. Broker non-votes are considered present at the Annual Meeting for quorum requirements but are not considered votes “cast” on non-routine matters. Any shares represented at the Annual Meeting but not “cast” as a result of a broker non-vote will have no impact in the election of directors, except to the extent that the failure to vote for an individual results in another individual receiving a larger proportion of votes cast for the election of directors. Likewise, any shares represented at the Annual Meeting but not “cast” as a result of a broker non-vote will have no impact on the advisory vote for the compensation of our named executive officers, the advisory vote on the frequency of future advisory votes on executive compensation, the approval of the 2021 Stock Incentive Plan, the approval of the 2021 Employee Stock Purchase Plan, the approval of amendments to the Amended 2020 Stock Option Plan and approval of amendments to the 2020 Equity Incentive Plan.

How many votes are needed to elect directors?

The nominees for election as directors at the Annual Meeting will be elected by a plurality of the votes cast at the Annual Meeting by stockholders, in person or by proxy. As there are six directors on the Board, this means that the six nominees receiving the highest number of affirmative votes cast by stockholders at the Annual Meeting will be elected to the Board. Broker non-votes and proxy cards marked “ABSTAIN” will not be counted as votes “cast” and will have no impact on the outcome of the election of directors.

How many votes are needed to ratify the appointment of the independent registered public accountant Baker Tilly US, LLC?

The appointment of the independent registered public accountant Baker Tilly US, LLC will be ratified by an affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon. The ratification of auditors is “routine” and as such a matter on which brokers and nominees can vote on behalf of their clients, if clients do not furnish voting instructions. A properly executed proxy card marked “ABSTAIN” with respect to this proposal will not have an effect on the outcome of this proposal.

How many votes are needed to approve the advisory vote on the compensation of our named executive officers?

The advisory vote on the compensation of our named executive officers will be approved upon receiving the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting by stockholders present at the Meeting, in person or by proxy, and entitled to vote thereon. Broker non-votes and proxy cards marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

How many votes are needed to approve the advisory vote on the frequency of conducting future advisory votes on executive compensation?

The option of three years, two years or one year that receives the highest number of votes cast by stockholders on the proposal will be the frequency for the advisory vote on the compensation of our named executive officers that has been approved by stockholders, and such option will be deemed to be the advisory frequency of our stockholders. Broker non-votes or a properly executed proxy card marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

How many votes are needed to approve the adoption of the 2021 Stock Incentive Plan?

The 2021 Stock Incentive Plan will be approved upon receiving (i) the affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon and (ii) approval by a simple majority of the votes cast by the stockholders present at the Annual Meeting, in person or represented by proxy, and entitled to vote thereon, excluding votes attached to certain insiders of the Company and their associates and any other person as required to be excluded pursuant to the rules of the TSXV (the “Disinterested Stockholder Approval”). Broker non-votes and proxy cards marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

How many votes are needed to approve the adoption of the 2021 Employee Stock Purchase Plan?

The 2021 Employee Stock Purchase Plan will be approved upon receiving (i) the affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon and (ii) Disinterested Stockholder Approval. Broker non-votes and proxy cards marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

How many votes are needed to approve the amendments to the Amended 2020 Stock Option Plan?

The amendments to the Amended 2020 Stock Option Plan will be approved upon receiving (i) the affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon and (ii) Disinterested Stockholder Approval. Broker non-votes and proxy cards marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

How many votes are needed to approve the amendments to the 2020 Equity Incentive Plan?

The amendments to the 2020 Equity Incentive Plan will be approved upon receiving (i) the affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon and (ii) Disinterested Stockholder Approval. Broker non-votes and proxy cards marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

Is there any other information that I should take into considerations when reviewing the information in this Proxy Statement?

On September 7, 2021, the Company completed a reverse stock split on a five (5) to one (1) share basis. All information regarding stock options and warrants have been updated to reflect the reverse stock split unless provided otherwise.

Will my shares be voted if I do not sign and return my Proxy Card?

If your shares are held through a brokerage account, your brokerage firm, under certain circumstances and subject to certain legal restrictions, may vote your shares, otherwise your shares will not be voted at the meeting. See “What effect does a broker non-vote have?” above for a discussion of the matters on which your brokerage firm may vote your shares. If your shares are registered in your name and you do not sign and return your proxy card, your shares will not be voted at the Annual Meeting.

What happens if I do not indicate how to vote my proxy?

If you just sign your proxy card without providing further instructions, your shares will be “FOR” the election of all nominees, “FOR” the ratification of the appointment of the Company’s independent registered public accounting firm, “FOR” the advisory vote on the compensation of our named executive officers, “THREE YEARS” for the advisory vote on the frequency of conducting future advisory votes on executive compensation, “FOR” the approval of the 2021 Stock Incentive Plan, “FOR” the approval of the 2021 Employee Stock Purchase Plan, “FOR” the approval of the amendments to the Amended 2020 Stock Option Plan and “FOR” the approval of the amendments to the 2020 Equity Incentive Plan.

Where can I find the voting results of the meeting?

Within four (4) business days of the Annual Meeting, the Company will file a current report on Form 8-K with the United States Securities and Exchange Commission (the “SEC”) announcing the voting results of the Annual Meeting.

Who will pay for the costs of soliciting proxies?

The Company will bear the cost of soliciting proxies. In an effort to have as large a representation at the meeting as possible, the Company’s directors, officers and employees may solicit proxies by telephone or in person in certain circumstances. These individuals will receive no additional compensation for their services other than their regular compensation. Upon request, the Company will reimburse brokers, dealers, banks, voting trustees and their nominees who are holders of record of the Company’s Common Stock on the record date for the reasonable expenses incurred in mailing copies of the Annual Meeting Materials to the beneficial owners of such shares.

Are there any other matters to be handled at the Annual Meeting?

We are not currently aware of any business to be acted upon at the Annual Meeting other than the proposals discussed in this Proxy Statement. The form of proxy accompanying this Proxy Statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Annual Meeting and with respect to any other matters which may properly come before the Annual Meeting or at any adjournment(s) or postponement(s) of the Annual Meeting. If other matters do properly come before the Annual Meeting, or at any adjournment(s) or postponement(s) of the Annual Meeting, shares of our Common Stock, represented by properly submitted proxies, will be voted by the proxy holders in accordance with their best judgment to the extent permitted by applicable law.

Who can help answer my questions?

You can contact our Corporate Secretary, John Price, at 720-287-3093 or by sending a letter to John Price at the Company’s headquarters at Assure Holdings Corp., 4600 South Ulster Street, Suite 1225, Denver, Colorado, USA 80237 with any questions about the proposals described in this Proxy Statement or how to execute your vote.

When are stockholder proposals due for the 2022 annual meeting of stockholders?

Under the Exchange Act, the deadline for submitting stockholder proposals for inclusion in the proxy statement for an annual meeting of the stockholders is calculated in accordance with Rule 14a-8(e) of Regulation 14A to the Exchange Act. If the proposal is submitted for a regularly scheduled annual meeting, the proposal must be received at the Company’s principal executive offices not less than 120 calendar days before the anniversary date of the Company’s proxy statement released to the stockholders in connection with the previous year’s annual meeting. However, if the Company did not hold an annual meeting the previous year, or if the date of the current year’s annual meeting has been changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before the Company begins to print and mail its proxy materials. The deadline for submitting stockholder proposals for inclusion in the proxy statement for the next annual meeting of the stockholders will be July 12, 2022. If a stockholder proposal is not submitted to the Company by July 12, 2022, the Company may still grant discretionary proxy authority to vote on a stockholder proposal, if such proposal is received by the Company by October 25, 2022 in accordance with Rule 14a-4(c)(1) of Regulation 14A of the Exchange Act. The Company does currently anticipate that it will be moving its annual meetings of stockholders from December to May or June each year. If the date for the annual meeting in 2022 is moved as expected, the Company will update the stockholders regarding the deadlines set forth above by filing a Current Report on Form 8-K in relation thereto.

Under the Company’s bylaws, stockholders may submit nominees for election to the Board pursuant to the requirements set forth therein. The written notice of such nominations must be provided to the Company’s Corporate Secretary, John Price, at the Company’s headquarters at Assure Holdings Corp., 4600 South Ulster Street, Suite 1225, Denver, Colorado, USA 80237, not less than 30 days prior to the date of the annual meeting of stockholders; provided, however, that in the event that the annual meeting of stockholders is called for a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10^th day following such public notice date.

How can I obtain a copy of the 2020 Annual Report on Form 10-K?

The Company’s 2020 Annual Report on Form 10-K, including financial statements, accompanies this Proxy Statement and is available through the SEC’s website at www.sec.gov and on the System for Electronic Document Analysis and Retrieval (“SEDAR”) pursuant to Canadian regulatory requirements which can be found on the Company’s SEDAR profile at www.sedar.com.

At the written request of any stockholder who owns shares on the record date, the Company will provide to such stockholder, without charge, a paper copy of the Company’s 2020 Annual Report on Form 10-K as filed with the SEC, including the financial statements, but not including exhibits. If requested, the Company will provide copies of the exhibits for a reasonable fee.

Requests for additional paper copies of the 2020 Annual Report on Form 10-K should be mailed to:

Assure Holdings Corp.
4600 South Ulster Street, Suite 1225

Denver, Colorado, USA 80237
Attention: John Price, Chief Financial Officer and Corporate Secretary

What materials accompany or are attached to this Proxy Statement?

The following materials accompany this Proxy Statement:

How is the Company accommodating stockholders amid the COVID-19 pandemic?

The Company is continuously monitoring the current coronavirus (COVID-19) outbreak. In light of the rapidly evolving situation involving COVID-19, the Company has decided to hold the Annual Meeting virtually. All stockholders of the Company are strongly encouraged to vote prior to the Annual Meeting by any of the means described herein.

The Company reserves the right to take any additional precautionary measures it deems necessary in relation to the Annual Meeting in response to further development in respect of the COVID-19 outbreak that the Company considers necessary or advisable including changing the time or location of the Annual Meeting. Changes to the Annual Meeting time, date or location and/or means of holding the Meeting may be announced by way of press release. Please monitor the Company’s press releases as well as its website at www.assureneuromonitoring.com for updated information. The Company advises you to check its website one week prior to the Meeting date for the most current information. The Company does not intend to prepare or mail an amended Proxy Statement in the event of changes to the Annual Meeting format, unless required by law.

Will the Company’s financial statements be presented to the stockholders at the Annual Meeting?

Management, on behalf of the Board, will submit the Company’s consolidated financial statements for the years ended December 31, 2020 and 2019 (the “Financial Statements”) to the stockholders at the Annual Meeting, but no vote by the stockholders with respect thereto is required or proposed to be taken in respect of the Financial Statements. The Financial Statements are included in the Company’s 2020 Annual Report on Form 10-K which accompanies this Proxy Statement. The Financial Statements placed before stockholders are also available under the Company’s profile on EDGAR and SEDAR. Copies of the Financial Statements may also be obtained by contacting Scott Kozak, Director of Investor and Media Relations at Scott.Kozak@assureiom.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 9, 2021

The Notice of Annual Meeting of Stockholders, the Proxy Statement for the Annual Meeting, the 2020 Annual Report on Form 10-K and the proxy card are available at www.investorvote.com. Information contained on or connected to the website is not incorporated by reference into this Proxy Statement and should not be considered a part of this Proxy Statement or any other filing that we make with the Securities and Exchange Commission.

PROPOSAL 1 — ELECTION OF DIRECTORS

What is the current composition of the Board?

The current Board is composed of six directors. The Company’s current bylaws require number of directors of the Company to be not be less than one (1) nor more than the number as fixed from time to time by resolution of the Board; provided that no decrease in the number of directors shall shorten the term of any incumbent directors.

Is the Board divided into classes? How long is the term?

No, the Board is not divided into classes. All directors serve one-year terms until the next annual meeting of stockholders or until their successors are otherwise duly elected and qualified.

Who is standing for election this year?

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following six, current Board members for election at the 2021 Annual Meeting, to hold office until the 2022 Annual Meeting:

Each nominee has advised us that they are willing to be named as a nominee and are willing to continue to serve as a director, if elected. Should any one or more of these nominees become unable or unwilling to serve, which is not anticipated, the Board may designate substitute nominees, in which event the proxy representatives will vote proxies that otherwise would be voted for the named nominees for the election of such substitute nominee or nominees.

How are nominees elected?

The nominees for election as directors at the Annual Meeting will be elected by a plurality of the votes cast at the Annual Meeting by stockholders, in person or by proxy. As there are six directors on the Board, this means that the six nominees receiving the highest number of affirmative votes cast by stockholders at the Annual Meeting will be elected to the Board. Broker non-votes and proxy cards marked “ABSTAIN” will not be counted as votes “cast” and will have no impact on the outcome of the election of directors.

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES.

INFORMATION ON THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information with respect to the individuals who are our directors and executive officers.

The following is a description of the business background of the current directors, director nominees and executive officers of the Company.

Directors

John Farlinger, Director, Chief Executive Officer and Executive Chairperson: Mr. Farlinger was appointed to Chief Executive Officer and Executive Chairman on August 28, 2019. Prior to his appointment as Chief Executive Officer and Executive Chairman, Mr. Farlinger was appointed as Interim Chief Executive Officer and Executive Chairman on May 15, 2018. Mr. Farlinger held the position of Chairman and CEO of Urban Communications Inc. from July 8, 2014 to June 2018. His past positions also include director and Chair of the Governance and Audit Committee of Freckle Ltd. (TSX-V) from June 2019 to February 2020, Senior Vice-President of Telephone Navigata-Westel from February 2013 to April 2014, and CEO of Titan Communications from 2009 to February 2013. Mr. Farlinger has been a Board member and Audit Committee member for BillDirect.com Technologies Inc. ((TSX-V) since August 2021 and a Board member for Lite Access Technologies, Inc. (TSX-V) since April 2021. He is also an advisor to CareCru Inc., a healthcare start up.

Mr. Farlinger was selected by the Board to serve as the Executive Chairman because he is the Chief Executive Officer of the Company and his prior experience as an Executive Chairman and director of other public companies brings valuable insight to the operation of the Board. Additionally, Mr. Farlinger holds a CPA, CA designation (Canada).

Preston T. Parsons, Director and Founder: Concurrent with the closing of the reverse take-over of Assure Holdings on May 24, 2017, Mr. Parsons became the CEO of the Company. Mr. Parsons resigned as CEO of the Company on May 15, 2018 and under the title “founder”, Mr. Parsons is primarily responsible on working to generate increased revenue by engaging new surgeons to its platform, executing on the company’s multi-state expansion strategy and expanding the Company’s neuromonitoring services. Mr. Parsons is also the founder of QB Medical Inc. and has been its CEO since September 2009.

Mr. Parsons was selected by the Board to serve as a director because he is a founder of the Company and former CEO and brings valuable insight to the Board regarding those operations of the Company over which he is primarily responsible.

Martin Burian, Lead Director: Currently, Mr. Burian is a director of multiple publicly traded companies. Mr. Burian is currently Managing Director of Investment Banking at RCI Capital Group, and also serves as CFO (part time) to Heffel Gallery Limited. Prior to 2014 Mr. Burian spent 20 years in senior investment banking roles including with Haywood Securities Inc., Bolder Investment Partners and Canaccord Capital Corp.

Mr. Burian was selected by the Board to serve as director because he holds a CPA designation (Canada) and has extensive experience with audit committees and his extensive experience in investment banking provides the Board with valuable experience and oversight in relation to the Company’s capital raising activities.

Christopher Rumana, Director: Dr. Rumana brings over 20 years’ experience in the medical field as a board-certified neurosurgeon. Dr. Rumana has served in many roles including Chairman of Department of Surgery, Chief of Neurosurgery, Chairman of the Medical staff, Chairman of the Medical Executive Committee, and Chairman of the Board of Directors at Tallahassee Memorial Hospital. Dr. Rumana has previously served as the President of the Tallahassee Neurological Clinic from 2000 to 2017 and served as the President and chairman of Caduceus, LLC, a joint venture pain management facility and surgery center from 2005 to 2017. Dr. Rumana currently runs a consulting company and serves on the board of multiple health-related companies.

Mr. Rumana was selected by the Board to serve as director because his experience in the medical field as a neurosurgeon and his service on numerous committees and boards in the neurology medical community provides the Board with specialized knowledge of the Company’s industry and its customer’s operations which is valuable to the Board’s oversight role of the Company’s operations.

Steven Summer, Director: Steven Summer brings over four decades of management experience in health care to the Company’s board. From 2006 to December 2019, Mr. Summer served as President and CEO of the Colorado Hospital Association. Previously, from 1993 through 2006, he was the President and CEO of the West Virginia Hospital Association and prior to that he was with the Maryland Hospital Association, where he also held various senior level roles prior to becoming an executive. In January 2020, Mr. Summer was named President of the Healthcare Institute (HI), an organization whose membership consists of 35 of the nation's most prestigious non-profit hospitals and health care systems.

Mr. Summer has selected by the Board to serve as director because of his management experience in the health care industry including his experience as President and CEO of a number of Hospital Associations provides specialized knowledge of the Company’s industry which is valuable to the Board’s oversight role of the Company’s operations.

John Flood, Director: Mr. Flood, age 62, has nearly four decades of capital markets experience, as well as extensive operations, business building and governance expertise. Until retiring in 2019, he served as chairman and managing partner of Craig-Hallum Capital Group (“Craig-Hallum”), an equity research, trading and investment banking firm that Flood co-founded in 1997. At Craig-Hallum, Flood led the investment banking and institutional equity sales teams. He was also a member of Craig-Hallum’s board of governors, and executive, research, banking and M&A committees.

Mr. Flood was selected by the Board to serve as director because his extensive capital markets experience provides the Board with valuable experience and oversight in relation to the Company’s capital raising activities which are of significant importance to the Company at its current stage of operations.

Non-Director Executive Officers

John Price, Chief Financial Officer: Mr. Price, age 52, was appointed as Chief Financial Officer effective March 26, 2021. Mr. Price has over 25 years of experience in accounting, financial planning and analysis, and business process improvement. He is also highly experienced in capital raise and debt financing, M&A, accounting operations, compliance, and system implementations. Mr. Price’s prior positions include serving as chief accountant of National Beverage (December 2019 to November 2020), chief financial officer and president at Alliance MMA (August 2016 to October 2019), and chief financial officer at MusclePharm (March 2015 to August 2016) and in various accounting and finance roles in high growth technology companies in the Silicon Valley. Price spent the first seven years of his career at Ernst & Young (October 1995 to July 2003). Mr. Price earned a Bachelor of Science in Accounting from Pennsylvania State University. Mr. Price does not have any family relationship with any other member of the Board of Directors or any executive officer of the Company.

Trent Carman, Former Chief Financial Officer: On March 26, 2021, we announced that Mr. Carman was retiring as our Chief Financial Officer effective March 26, 2021, and would remain as an advisor through December 31, 2021, to assist in the transition of his duties to John Price, who will be promoted from Vice-President of Finance to our Chief Financial Officer. His decision to retire was not the result of any dispute or disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

Arrangements between Officers and Directors

To our knowledge, there is no arrangement or understanding between any of our executive officers and any other person, including directors, pursuant to which the executive officer or director was selected to serve as an executive officer or director.

Family Relationships

None of our directors or executive officers is related by blood, marriage, or adoption to any other director or executive officer.

Other Directorships

None of our directors or director nominees are also directors of issuers with a class of securities registered under Section 12 of the United States Securities Exchange Act of 1934, as amended, (the “Exchange Act”) (or subject to the requirements of Section 15(d) of the Exchange Act or any company required to be registered as an investment company under the Investment Company Act of 1940, as amended).

Legal Proceedings

We know of no material proceedings in which any of our directors, officers, affiliates or any stockholder of more than 5% of any class of our voting securities, or any associate thereof is a party adverse or has a material interest adverse to Assure or its subsidiaries. To the best of our knowledge, except as provided below, none of our directors or executive officers has, during the past ten years:

CORPORATE GOVERNANCE

We believe that effective corporate governance is critical to our long-term success and our ability to create value for our stockholders. We regularly review our corporate governance practices, monitor emerging developments in corporate governance and update our policies and procedures when our Board determines that it would benefit the Company and our stockholders to do so. We also monitor our corporate governance policies and practices to maintain compliance with the provisions of the Sarbanes-Oxley Act of 2002, the SEC rules and regulations, the corporate governance standards set forth in the Listing Rules of the Nasdaq Stock Market LLC (the “NASDAQ Standards”) and the corporate governance standards of the TSX Venture Exchange (the “TSX-V Standards”), and applicable Canadian requirements. The Canadian Securities Administrators implemented National Policy 58-201 - Corporate Governance Guidelines (“NP 58-201”) and National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) in each of the provinces and territories of Canada. The Board is of the view that the Company’s system of corporate governance meets or exceeds each of these sets of guidelines and requirements.

We maintain a corporate governance page on our website that includes: our Code of Business Conduct and Ethics, and the charters for the Audit, Nomination and Corporate Governance, and Compensation Committees of our Board, all of which can be found at www.assuremneuromonitoring.com by clicking on “Investor Info” under the heading “Governance” and sub-heading “Governance Documents”. Reference to our website is provided herein for informational purposes only and no content on our website is incorporated herein by reference or otherwise forms a part of this Proxy Statement, unless otherwise stated herein.

Board Composition

The Board is currently composed of six (6) directors. The Company’s current bylaws require number of directors of the Company to be not be less than one (1) nor more than the number as fixed from time to time by resolution of the Board of Directors; provided that no decrease in the number of directors shall shorten the term of any incumbent directors. All of the proposed nominees for election as directors at the Annual Meeting are current directors of the Company.

Director Independence

We had six Directors at November 4, 2021 (including four independent Directors) as follows:

The Board applies the requirements for independence set out in Rule 5605(a)(2) of the NASDAQ Standards and considers all relevant facts and circumstances in making its assessment. Consistent with NASDAQ Standards, the Board assesses the independence of its members not less than annually.

In addition, The Board considers NP 58-201, which suggests that the board of directors of every listed company should be constituted with a majority of individuals who qualify as “independent” directors under National Instrument 52-110 - Audit Committees (“NI 52-110”), which provides that a director is independent if he or she has no direct or indirect “material relationship” with the Company. “Material relationship” is defined as a relationship that could, in the view of a company’s board of directors, reasonably interfere with the exercise of a director’s independent judgment.

Finally, the Company’s Code of Business Conduct and Ethics specifically addresses conflict of interest situations involving directors. Pursuant to our Code of Business Conduct and Ethics, all directors are required to act in the best interests of the Company and to avoid conflicts of interest.

With the assistance of the Nominating & Corporate Governance Committee, the Board has considered the relationship of the Company to each of the nominees for election by the stockholders at the Annual Meeting and has determined that four of the six nominees for election as directors at the Annual Meeting are independent (Burian, Rumana, Summer, and Flood). The two nominees who are not independent (Farlinger and Parsons) are executive officers of the Company and members of management.

Meetings of the Board and Committees

The attendance record of each director at full Board meetings and with respect to meetings of any committees of which he or she is a member. The table below lists the attendance records for each director for the full fiscal year ending December 31, 2020. None of the incumbent directors attended fewer than 75% of the meetings of the Board in the year ended December 31, 2020, except Mr. Flood who was not a member of the Board in 2020.

Company’s Policy regarding Board Members’ Attendance at the Annual Meeting

The Company does not have a policy that requires directors to attend the Annual Meeting. 5 directors attended the Company’s annual meeting in 2020.

Communications to the Board

Stockholders may communicate directly with members of the Board, or the Board as a group, by writing directly to the individual Board member or the Board, Assure Holdings Corp., 4600 South Ulster Street, Suite 1225 Denver, CO 80237. The Company’s Corporate Secretary will forward communications directly to the appropriate Board member. If the correspondence is not addressed to a particular member, the communication will be forwarded to a Board member to bring to the attention of the Board. The Company’s Manager, Investor Relations will review all communications, and if requested by the stockholder or if the matter relates to Company business, shall forward them to the appropriate Board member(s).

Board Leadership Structure and Role in Risk Oversight

The positions of our principal executive officer and the chairperson of our Board are served by one individual, John Farlinger. We have determined that the leadership structure of our Board is appropriate, especially given the size of our company and the Board. Our Board currently consists of six directors. The Board has appointed Martin Burian as lead independent director. Due to the size of the Board, the independent directors, with the leadership of the lead director, are able to closely monitor the activities of our Company. In addition, the independent directors are able to meet independently with the Company’s independent registered public accounting firm without management to discuss the Company’s financial statements and related audits. Therefore, the Board has determined that having one individual serve as principal executive officer and chairperson of the Board does not negatively impact the ability of the Board to provide independent oversight. To the extent the composition of the Board changes and/or grows in the future, the Board may re-evaluate the need for an independent chairperson.

Management is responsible for the day-to-day management of risks the Company faces, while the Board as a whole has ultimate responsibility for the Company’s oversight of risk management. Our Board takes an enterprise-wide approach to risk oversight, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental part of risk oversight is not only understanding the risks a Company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. As a critical part of this risk management oversight role, our Board encourages full and open communication between management and the Board. Our Board regularly reviews material strategic, operational, financial, compensation and compliance risks with management. In addition, our management team regularly reports to the full Board regarding their areas of responsibility and a component of these reports is risk within the area of responsibility and the steps management has taken to monitor and control such exposures. Additional review or reporting on risk is conducted as needed or as requested by our Board.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by our governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the company.

Code of Business Conduct and Ethics

The Company has adopted a code of business conduct and ethics that applies to the Company’s officers, directors, employees, and contractors.

We have adopted a corporate Code of Business Conduct and Ethics (the “Code”) that applies to all our employees including our principal executive officer, principal financial officer, and principal accounting officer and is administered by our Chief Financial Officer, John Price, and the Chair of the Nomination and Corporate Governance Committee, Martin Burian. We believe our Code provides written standards for deterring, and is reasonably designed to deter, wrongdoing. The purpose of our Code is to promote:

Our Code is available on our website at https://www.assureneuromonitoring.com/. A copy of the Code will be provided to any person without charge upon written request to the Company at its administrative office: Assure Holdings Corp., 4600 South Ulster Street, Suite 1225, Denver, Colorado. We intend to disclose on our website any waiver from a provision of our Code that applies to any of our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions that relates to any element of our Code.

Hedging Policy

The Company’s share trading policy prohibits hedging or monetization transactions. The policy sets forth hedging or monetization transactions as transactions that can be accomplished through the use of various financial instruments, including prepaid variable forwards, equity swaps, collars and exchange funds. The policy notes that these transactions may permit continued ownership of the Company’s securities obtained through employee benefit plans or otherwise without the full risks and rewards of ownership. When that occurs, a person entering into these types of transactions may no longer have the same objectives as the Company’s other shareholders. In addition, under the policy no director or officer of the Company is permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of any the Company’s securities granted as compensation or held, directly or indirectly, by such director or officer.

BOARD COMMITTEES

The Board has established an Audit Committee, a Nomination & Corporate Governance Committee, a Compensation Committee and a Medical Monitoring Advisory Committee, as the four committees of the Board. Terms of reference for each committee, which delineate the mandate of the committee, the composition of the committee, the frequency of committee meetings and other relevant matters, have been approved and adopted by the Board.

Audit Committee and Audit Committee Financial Expert

We have a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and the NASDAQ Standards. The Audit Committee, in accordance with its written charter, is responsible for reviewing and approving the financial statements and public reports of the Company, considering the existence and adequacy of internal and management controls and reviewing and approving material accounting policies and measurements. The Audit Committee is also responsible for reviewing the annual audit and quarterly reviews and communicating directly with the external auditor as to their findings.

The Audit Committee’s mandate provides for regularly scheduled meetings to review and approve annual audited financial statements and quarterly unaudited financial statements and other reports to stockholders. Additional meetings may be held as warranted with respect to public financing initiatives and other material transactions. In addition, the Audit Committee has the authority to pre-approve non-audit services which may be required from time to time. The Charter for the Audit Committee is available on our website at https://www.assureneuromonitoring.com/.

Currently, our Audit Committee consists of John Flood (Chairperson), Martin Burian and Christopher Rumana. The Board has determined that all members of the Audit Committee are “independent” and “financially literate,” within the meaning of such terms in NI 52-110, and that all members are “independent” within the meaning of Rule 5605 of the NASDAQ Standards and Rule 10A-3 of the Exchange Act. Our Board has determined that Martin Burian qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K based on education, professional designations held, experience and background.

Audit Committee Report*

The Audit Committee of the Board is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls. The Audit Committee acts under a written charter adopted and approved by the Board, which is reviewed by the Board and the Audit Committee annually. Each member of the Audit Committee is “independent” within the meaning of Rule 10A-3 of the Exchange Act and the NASDAQ Standards. In accordance with Section 407 of the United States Sarbanes-Oxley Act of 2002 and Item 407(d)(5)(ii) and (iii) of Regulation S-K of the Exchange Act, the Board has identified Martin Burian as the “Audit Committee Financial Expert.” A copy of the Audit Committee Charter is available on the Company’s website at https://www.assureneuromonitoring.com/.

The responsibilities of the Audit Committee include recommending to the Board an accounting firm to be nominated for stockholder approval as the Company’s independent auditor. The Audit Committee is responsible for recommending to the Board that the Company’s financial statements and the related management’s discussion and analysis be included in its Annual Report on Form 10-K. The Audit Committee took a number of steps in making this recommendation for the fiscal year ended December 31, 2020.

First, the Audit Committee discussed with Baker Tilly US, LLC (“Baker Tilly”) those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, including information regarding the scope and results of the audit. These communications and discussions are intended to assist the Audit Committee in overseeing the financial reporting and disclosure process.

Second, the Audit Committee discussed with Baker Tilly the independence of Baker Tilly and received from Baker Tilly the letter required by applicable standards of the Public Company Accounting Oversight Board for independent auditor communications with Audit Committees, as may be modified or supplemented, concerning its independence as required under applicable independence standards for auditors of public companies. This discussion and disclosure assisted the Audit Committee in evaluating such independence.

Finally, the Audit Committee reviewed and discussed, with the Company’s management and Baker Tilly, the Company’s audited financial statements for the fiscal year ended December 31, 2020 and the related management’s discussion and analysis to be included in the Company’s Annual Report on Form 10-K.

Based on the discussions with Baker Tilly concerning the audit, their independence, the financial statement review, and such other matters deemed relevant and appropriate by the Audit Committee, the Audit Committee recommended to the Board that the Company’s financial statements and the related management’s discussion and analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Submitted by:

Audit Committee of the Board of Directors

/s/ John Flood (Chair)

/s/ Martin Burian

/s/ Christopher Rumana

Compensation Committee

The Compensation Committee’s mandate provides for regularly scheduled meetings to review the processes and procedures as may be reasonably necessary to allow the Compensation to make recommendations to the Board with respect to executive compensation. The Compensation Committee administers the Company’s Stock Option Plan, and determines all direct, indirect and incentive compensation and benefits of the executive management team. The Compensation Committee has the authority to form and delegate all or a portion of its duties and authority to subcommittees or individuals; communicate directly with officers, employees, and legal counsel; and in its discretion, may obtain advice from a compensation consultant. The Charter for the Compensation Committee is available on our website at https://www.assureneuromonitoring.com/.

Currently, our Compensation Committee consists of Steven Summer (Chairperson), Martin Burian, Christopher Rumana, and John Flood. The Board has determined that all members of the Compensation Committee are “independent” within the meaning of such terms in NI 52-110. The Board also has determined that all members of the Compensation Committee are “independent” within the meaning of Rule 5605 of the NASDAQ Standards.

Compensation Committee Interlocks and Insider Participation

None of the anticipated members of our Compensation Committee is an officer or employee of our Company, nor have they even been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Nomination & Corporate Governance Committee (“NCG Committee”)

The NCG Committee, in accordance with its charter, is responsible in assisting the Board in the exercise of their responsibilities as it relates to nomination and corporate governance matters delegated to it by the Board. The NCG Committee is also responsible for annually overseeing the evaluation of the effectiveness of the Board and its Committees and making recommendations to the Board with respect to any changes which may be advisable to improve the functioning of the Board or any of its committees. The NCG Committee’s mandate provides for regularly scheduled meetings to review the corporate governance guidelines applicable to the Company. The Charter for the NCG Committee is available on our website at https://www.assureneuromonitoring.com/.

Currently, our NCG Committee consists of Martin Burian (Chairperson), Steven Summer, and John Flood. The Board has determined that all members of the NCG Committee are “independent” within the meaning of such terms in NI 52-110. The Board has determined that all members of the NCG Committee are “independent” within the meaning of Rule 5605 of the NASDAQ Standards.

Diversity

The Board values the benefits that diversity can bring and seeks to maintain a Board comprised of talented and dedicated directors with a diverse mix of experience, skills and backgrounds collectively reflecting the strategic needs of the business and the nature of the environment in which the Company operates. In identifying qualified candidates for nomination to the Board, the NCG Committee will consider prospective candidates based on merit, having regard to those competencies, expertise, skills, background and other qualities identified from time to time by the Board as being important in fostering a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination.

While we do not have a formal diversity policy, the NCG intends to adopt a formal policy and plans to meet NASDAQ board diversity recommendations in 2022. The NCG Committee gives due consideration to characteristics, such as gender, age, ethnicity, disability, sexual orientation and geographic representation, which contribute to board diversity. The NCG Committee may, in addition to conducting its own search, engage qualified independent advisors to assist in identifying prospective diverse director candidates that meet the selection criteria established by the Board and that support its diversity objectives. In implementing its responsibilities, the NCG Committee will take into account the Board’s diversity objectives and the diverse nature of the business environment in which the Company operates, as well as the need to maintain flexibility to effectively address succession planning and to ensure that the Company continues to attract and retain highly qualified individuals to serve on the Board.

The Board does not adhere to any specific targets or quotas in determining Board membership but the Board is committed to increasing diversity on the Board and realizes the potential benefits from new perspectives that could be gained through increasing diversity within the Board’s ranks. The NCG Committee strives to see diversity, inclusion and equity in connection with its vision and mission for the Board and the Company.

Nomination Responsibilities and Duties

The Board believes that directors should ideally reflect a mix of experience and other qualifications important to the Board’s role in oversight of the Company. While there is no firm requirement of minimum qualifications or skills that candidates must possess we week directors with high integrity and experience relevant to our business and public company listings in order to maintain a board with a mix of skills and experience. The NCG Committee evaluates director candidates based on a number of qualifications, including their resume, independence, judgment, leadership ability, expertise in the industry, experience developing and analyzing business strategies, financial literacy, risk management skills, and, for incumbent directors, his or her past performance. While neither the Board nor the NCG Committee has adopted a formal policy with regard to the consideration of diversity when evaluating candidates for election to the Board, it is our goal to have a balanced Board, with members whose skills, background and experience are complimentary and, together, cover the variety of areas that impact our business.

The qualifications of each of the Company’s directors are set forth in their respective biographies in this Proxy Statement.

The NCG Committee does not have a policy pursuant to which it considers director candidates recommended by stockholders. It is the NCG Committee’s view that a formal policy is not necessary because stockholders can make recommendations to the NCG Committee by writing to: NCG Committee Chair c/o Corporate Secretary at Assure Holdings Corp., 4600 South Ulster Street, Suite 1225, Denver, Colorado, USA 80237 and the Company’s bylaws contain provisions pursuant to which Company’s stockholders can nominate a person for election to the Board at stockholders meetings.

The Company’s bylaws permit certain stockholders to nominate persons for election to the Board. Pursuant to the bylaws, any person (a “Nominating Shareholder”) (i) who, at the close of business on the date of the giving of a notice for a nomination and on the record date for notice of the applicable meeting of stockholders, is entered in the securities register of the Company as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and (ii) who complies with the notice procedures set forth below, may nominate persons for election to the Board. The Nominating Shareholder must give timely written notice, in proper form, to the Corporate Secretary of the Company at Assure Holdings Corp., 4600 South Ulster Street, Suite 1225, Denver, Colorado, USA 80237 to make a nomination.

To be timely, a Nominating Shareholder’s notice to the corporate secretary of the Company must be made (i) in the case of an annual meeting of stockholders, not less than 30 days prior to the date of the annual meeting of stockholders; provided, however, that in the event that the annual meeting of stockholders is called for a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the 10^th day following the Notice Date; and (ii) in the case of a special meeting of stockholders (which is not also an annual meeting of stockholders) called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15^th day following the day on which the first public announcement of the date of the special meeting of stockholders was made.

To be in proper written form, a Nominating Shareholder’s notice to the corporate secretary of the Company must set forth:

Medical Monitoring Advisory Committee

The Medical Monitoring Advisory Committee, is responsible for assisting the Board in (i) establishing best practices related to the Company’s, including its subsidiaries, performance of services, (ii) continually evolving and refining techniques, process and procedures to ensure the highest quality of services, (iii) understanding how technology and equipment can be used and implemented to ensure the highest quality of services, and (iv) making recommendations to the Board on matters delegated to it by the Board from time to time. It is the intention of the Board that the Medical Monitoring Advisory Committee be comprised, in part, of medical professionals who can assist the Company with establishing, through research, development, and implementation of best practices and technology advancements, processes and operational infrastructure aimed at increasing the rate of successful outcomes in patient cases as a result of the use of intraoperative monitoring.

Currently, our Medical Monitoring Advisory Committee consists of Dr. Rumana (Chairperson), Mr. Summer, Mr. Parsons and Dr. Isador Lieberman.

Dr. Isador Lieberman, M.D., M.B.A, FRCSC, was appointed to our Medical Monitoring Advisory Committee on March 18, 2021. Dr. Lieberman is a fellowship trained Orthopaedic and Spinal Surgeon. He is board certified by the American Board of Orthopaedic Surgery and holds specialist certification from the Royal College of Physicians and Surgeons of Canada. Dr. Lieberman completed medical school and residency at the University of Toronto and completed Spine Surgery and Trauma Surgery fellowships at the Toronto Hospital in Canada and at Queen’s Medical Center in Nottingham, England. Dr. Lieberman joined the Texas Back Institute in 2010 and is currently the president and director of its scoliosis and spine tumor program. Prior to joining Texas Back Institute he served as teaching faculty at the University of Toronto, then was recruited to the Cleveland Clinic. His research interests include; clinical outcomes in spinal surgery, biomechanics of spinal implants, robotics for spinal surgery and disc replacement technologies. Dr. Lieberman has conceived and developed a number of spinal surgery instruments and implants and holds over thirty issued U.S. patents. He has been recognized internationally for contributions to minimally invasive/endoscopic spinal surgery and robotics and navigation for spine surgery. In addition, Dr. Lieberman established the Uganda Spine Surgery Mission. Over the past fifteen years this organization has provided more than 250 operations to Ugandans afflicted with spinal ailments including scoliosis.

DIRECTOR COMPENSATION

The following table sets forth the compensation granted to our independent directors for the fiscal year ended December 31, 2020. On September 7, 2021, the Company completed a reverse stock split on a five (5) to one (1) share basis. All information regarding stock options and warrants have been updated to reflect the reverse stock split unless provided otherwise.

OTHER GOVERNANCE MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires any person who is a director or executive officer of the Company or who beneficially holds more than 10% of any class of our securities which have been registered with the SEC, to file reports of initial ownership and changes in ownership with the SEC. These persons are also required under the regulations of the SEC to furnish us with copies of all Section 16(a) reports they file.

To our knowledge, based solely on our review of the copies of the Section 16(a) reports furnished to us, all Section 16(a) filing requirements applicable to our directors, executive officers and holders of more than 10% of any class of our registered securities were timely complied with.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Oversight of Executive Compensation Program

The Compensation Committee of the Board oversees the Company’s executive compensation programs that are both motivational and competitive for executive officers and other members of senior management. Additionally, the Compensation Committee is charged with reviewing and approving all compensation decisions relating to the executive officers.

The Compensation Committee is composed entirely of independent, non-management members of the Board. At least once each year, and at such other times as is necessary, the Board reviews any and all relationships that each director has with the Company. The Board has determined that none of the Compensation Committee members has any material business relationship with the Company.

The responsibilities of the Compensation Committee, as stated in its charter, include the following:

Overview of Executive Compensation Program

The objectives of our executive compensation policy are to attract and retain individuals of high caliber to serve as officers, to motivate their performance in order to achieve our strategic objectives and to align the interests of executive officers with the long term interests of our stockholders. Short-term compensation, including base salaries and annual performance bonus, is used to attract and retain employees. Long-term compensation, including our Stock Option Plan and Equity Incentive Plan, is used to reward growth in asset value per share.

Our compensation policy is reviewed and examined annually by the Compensation Committee in accordance with its charter. The Compensation Committee considered the implications of the risks associated with our compensation policies and practices and did not identify any risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on us.

We do not have any written policies which prohibit a named executive officer or director from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the named executive officer or director.

For the purposes of this Proxy Statement, named executive officers or “NEOs” means each of the following individuals:

During the financial year ended December 31, 2020, we had three NEOs: Preston Parsons (founder), John Farlinger (CEO), and Trent Carman (CFO). Mr. Farlinger was appointed the CEO on August 28, 2019. Prior to his appointment as CEO, Mr. Farlinger was appointed as Interim Chief Executive Officer on May 15, 2018. Mr. Carman was appointed CFO of October 22, 2018. On March 26, 2021, we announced that Trent Carman was retiring as our Chief Financial Officer effective March 26, 2021, and will remain as an advisor through December 31, 2021, to assist in the transition of his duties.

Compensation Elements and Rationale

Executive officer (including the NEOs) compensation consists of essentially three components: (i) base salary; (ii) annual performance bonus; and (iii) the equity compensation under our Stock Option Plan as amended, Equity Incentive Plan as amended, 2021 Stock Incentive Plan, 2021 Employee Stock Purchase Plan, or written grant agreements. Each component of our executive officer compensation arrangements are briefly described below.

Base Salaries

Salaries for executive officers and other members of senior management are determined by evaluating the responsibilities of each executive’s position, as well as the experience and knowledge of the individual, with a view to market competitiveness. Assure benchmarks its executive salaries, by position and responsibility, against other comparable business enterprises. The base salaries for executive officers are reviewed in the fourth quarter of each financial year for the ensuing year by the NCG Committee. Annual salary adjustments take into account the market value of the executive’s role, the executive’s performance throughout the year and the economic factors that affect Assure’s industry and marketplace.

Retention of executive officers is a risk considered by the Compensation Committee in setting base salaries.

Annual Performance Bonus

Each executive is eligible to receive an annual bonus (the “Annual Bonus”) based upon achievement of milestones established by the Compensation Committee. The Annual Bonus is determined, at the discretion of the Compensation Committee at the beginning of each year and is paid during the first quarter of the subsequent year. If the executive voluntarily resigns from their employment with us or if their employment is terminated for cause prior to payment of the Annual Bonus, they shall not be entitled to receive payment of the Annual Bonus, or any portion thereof, whether prorated or otherwise.

Our Annual Bonus provides NEOs and key employees with the opportunity to earn annual incentive awards in respect of their leadership and contribution towards enhanced levels of operating performance. As such, the Annual Bonus is designed to increase alignment with Assure’s strategic and operational goals with awards earned based on the achievement of both financial and personal performance goals.

The “financial performance” of each executive (including NEOs) is measured and calculated on three pre-established annual financial performance measure (the “Financial Performance Measure”). The Financial Performance Measures are designed around key drivers of profitability and operational cash flow, namely: (i) revenue growth; (ii) EBITDA growth; and (iii) cash flow growth, increase in procedures and other identified metrics. For each Financial Performance Measure, there are three performance levels set: threshold, target and maximum.

The ‘personal performance’ of each executive is measured against the extent to which each executive achieves his or her personal strategic objective (“Personal Strategic Objective”). The Personal Strategic Objectives are set by the executives in conjunction with the CEO at the commencement of each fiscal year and are expressed with reference to specific, measurable targets and given a weighting for each.

Equity Compensation

Options and Awards are granted by the Board at the recommendation of the NCG Committee. In monitoring or adjusting the option allotments, the NCG Committee takes into account its own observations on individual performance (where possible) and its assessment of individual contribution to shareholder value, previous option grants and the objectives set for the NEOs. The scale of options is generally commensurate to the appropriate level of base compensation for each level of responsibility. The NCG Committee makes these determinations subject to and in accordance with the provisions of the Amended Stock Option Plan.

See “Equity Compensation Plans” below for a description of our current equity compensation plans – the Amended 2020 Stock Option Plan, the 2020 Equity Incentive Plan, the 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan. As stated below, on November 4, 2021, the Board approved and the Company adopted the 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan (the “2021 Plans”), subject to stockholder approvals at the Annual Meeting. Moving forward, the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan will remain in effect; however, the Company intends to grant all its future awards under the 2021 Stock Incentive Plan. In addition, executive officers will have the right to participate in the 2021 Employee Stock Purchase Plan along with other employees of the Company.

Compensation Governance

The Compensation Committee exercises general responsibility regarding overall employee and executive officer compensation. It determines the total compensation of the Chief Executive Officer, Chief Financial Officer and other senior executives of the Company, all subject to Board approval. The Compensation Committee also meets with the Chief Executive Officer to review all other salaries and compensation items. These salaries and compensation items are ultimately approved by the Board annually in the overall general and administrative expense budget.

Options and Awards are also granted by the Board at the recommendation of the Compensation Committee. In monitoring or adjusting the option allotments, the Compensation Committee takes into account its own observations on individual performance (where possible) and its assessment of individual contribution to stockholder value, previous option grants and the objectives set for the NEOs. The scale of options is generally commensurate to the appropriate level of base compensation for each level of responsibility. The Compensation Committee makes these determinations subject to and in accordance with the provisions of the Amended 2020 Stock Option Plan.

Compensation Committee Report*

The Compensation Committee oversees our compensation program for our NEOs on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis and recommended to the Board that the Compensation Discussion and Analysis contained in this Proxy Statement be included in this Proxy Statement and the Company’s Annual Report on Form 10-K.

Submitted by:

Compensation Committee of the Board of Directors

/s/ Steven Summer (Chair)

/s/ Martin Burian

/s/ Christopher Rumana

/s/ John Flood

Summary Compensation Table

The following table sets forth the compensation earned by the NEOs for the years ended December 31, 2020, 2019, and 2018 and are set out below and expressed in the currency of the United States unless otherwise noted. On September 7, 2021, the Company completed a reverse stock split on a five (5) to one (1) share basis. All information regarding stock options and warrants have been updated to reflect the reverse stock split unless provided otherwise.

SUMMARY COMPENSATION TABLE

On January 9, 2019 we announced that we entered into a settlement agreement on August 6, 2018, pursuant to which Mr. Parsons agreed to repay certain reclassified expenses and pledge certain collateral to secure payment. Mr. Parsons surrendered for cancellation 292,278 of the shares held by him at a price of $7.50 per share. Additionally, Mr. Parsons voluntarily surrendered 200,000 options to allow us to grant options to retain employees and competitively recruit strong professional talent. Mr. Parsons also agreed to modify the performance stock grant agreement dated November 8, 2016, which granted Mr. Parsons the right to receive 1,000,000 shares (“Performance shares”), to increase certain performance requirements to earn the Performance shares.

Grants of Plan-Based Awards Table

The following table discloses all compensation securities granted or issued to each NEO by Assure in the most recently completed financial year ended December 31, 2020 for services provided or to be provided, directly or indirectly, to Assure. On September 7, 2021, the Company completed a reverse stock split on a five (5) to one (1) share basis. All information regarding stock options and warrants have been updated to reflect the reverse stock split unless provided otherwise.

GRANTS OF PLAN BASED AWARDS

Outstanding Equity Awards Table

The following table discloses the particulars of unexercised options, stock that has not vested and equity incentive plan awards for our NEOs for the last completed fiscal year ending December 31, 2020. On September 7, 2021, the Company completed a reverse stock split on a five (5) to one (1) share basis. All information regarding stock options and warrants have been updated to reflect the reverse stock split unless provided otherwise.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option Exercise and Vested Stock

There were no option exercises or stock that vested on an aggregated basis for our NEOs during the year ended December 31, 2020.

Pension Plans, Defined Benefit Plans, Deferred Compensation Plans

The Company has not established a pension plan, defined benefits plan, or deferred compensation plan.

Potential Payments Upon Termination or Change-In-Control

The Company does not currently have any employment agreements which include material payments related to termination or change-in-control.

Agreements with Named Executive Officers

The Company has entered into employment agreements with certain NEOs. The agreements establish the terms and conditions that will apply during their employment with the Company as well as the terms and conditions that will apply upon their termination of employment.

John Farlinger, Executive Chairperson, Chief Executive Officer

 The Company entered into an employment agreement with John Farlinger effective June 1, 2018. Mr. Farlinger is employed as Chief Executive Officer of the Company and provides corporate management, financial strategy, capital market advisory, business expansion, compliance and advisory, corporate communications and general operational services to the Company that are relevant to his position. As compensation, Mr. Farlinger received an annual salary of $306,583 during the financial year ended December 31, 2020 and was granted 83,800 options to purchase shares. In addition, Mr. Farlinger is entitled to four weeks per year of vacation. The Company reimburses Mr. Farlinger for reasonable and customary “out of pocket” expenses. Mr. Farlinger is entitled to insurance benefits, sick leave, personal leave, a car allowance, a 401k matching plan of up to 6%, performance based bonuses allocated at the discretion of the Board, a phone allowance and stock options pursuant to the Stock Option Plan. The agreement contains customary confidentiality arrangements for an executive in the healthcare industry and provides that for one year following the termination of Mr. Farlinger’ s employment with the Company, he will not directly or indirectly engage in any business competitive with the Company.

Trent Carman, Chief Financial Officer

The Company entered into an offer of employment with Trent Carman effective September 19, 2018. Mr. Carman was employed as the Chief Financial Officer of the Company. As compensation, Mr. Carman received an annual salary of $286,583 during the financial year ended December 31, 2020. In addition, Mr. Carman was entitled to four weeks per year of vacation, insurance benefits, a 401k matching plan of up to 6%, performance based bonuses allocated at the discretion of the board of up to 60% of his base annual salary, a phone and car allowance, paid parking and incentive stock options pursuant to the Stock Option Plan. The agreement provides for an employment-at-will policy allowing for termination of the agreement at any time by both Mr. Carman and the Company. Mr. Carman retired as our Chief Financial Officer effective March 26, 2021.

Preston Parsons, Director, Founder and Director

Assure Holdings entered into an employment agreement with Preston Parsons effective November 7, 2016, which employment agreement was transferred to the Company following completion of the Qualifying Transaction. The employment agreement with Mr. Parsons set out his responsibilities as Chief Executive Officer. However, as disclosed, on May 15, 2018, Mr. Parsons resigned as the Chief Executive Officer of the Company and assumed the responsibility of working to generate increased revenue by engaging new surgeons to its platform, executing on the Company’s multi-state expansion strategy and expanding the Company’s Neuromonitoring services. To date, no new employment agreement has been entered into with Mr. Parsons and the Company. As compensation, Mr. Parsons received an annual salary of $274,916 during the financial year ended December 31, 2020. In addition, Mr. Parsons is entitled to four weeks per year of vacation with an additional week granted for each completed year of employment and Assure reimburses Mr. Parsons for reasonable and customary “out-of-pocket” expenses. Mr. Parsons is entitled to insurance benefits, sick leave, personal leave, a car allowance, a 401k matching plan of up to 6%, performance based bonuses allocated at the discretion of the Board, a phone and home office allowance and stock options pursuant to the Stock Option Plan. The agreement contains customary confidentiality arrangements for an executive in the healthcare industry and provides that for one year following the termination of Mr. Parsons’ employment with the Company, he will not directly or indirectly engage in any business competitive with the Company. The employment agreement is governed by the laws of the State of Colorado and has a term of 5 years. Either party is able to terminate the agreement at any time upon 30 days written notice. If the Company terminates the contract, Mr. Parsons shall be entitled to compensation for three months of annualized compensation for every one year of employment beyond the termination date unless Mr. Parsons is in violation of the contract. If Mr. Parsons is in violation of the contract, the Company may terminate employment without notice and will provide compensation to Mr. Parsons only to the date of such termination. The compensation paid under the contract shall be Mr. Parsons’ exclusive remedy.

John Price, Vice President of Finance, Chief Financial Officer (effective March 26, 2021)

Assure Holdings is currently in the process of negotiating an employment agreement with John Price to serve as its Chief Financial Officer. Per the terms of Mt. Price’s offer letter as the Vice President of Finance, as compensation, Mr. Price receives an annual salary of $240,000 starting November 30, 2020. In addition, Mr. Price is entitled to three weeks per year of vacation and Assure reimburses Mr. Price for reasonable and customary “out-of-pocket” expenses. Mr. Parsons is entitled to insurance benefits, sick leave, personal leave, a 401k matching plan of up to 6%, performance based bonuses allocated at the discretion of the Board, and stock options pursuant to the Stock Option Plan.

EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table sets out those securities of the Company which have been authorized for issuance under our equity compensation plan, as at December 31, 2020. On September 7, 2021, the Company completed a reverse stock split on a five (5) to one (1) share basis. All information regarding stock options and warrants have been updated to reflect the reverse stock split unless provided otherwise.

Equity Compensation Plan Descriptions

The Company currently has adopted and approved the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan. The Company is proposing that the stockholders approve at the Annual Meeting the 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan. The intent of the Company and the Board is that while the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan will continue in existence in relation to the options and awards previously granted thereunder, the Board will not grant future options or awards thereunder. Instead, moving forward, only the 2021 Stock Incentive Plan will be used for the grant of options and awards to eligible participants thereunder.

The following is a description of the plans and the proposed amendments to the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan.

Amended 2020 Stock Option Plan

On November 4, 2021, the Board approved amendments for stockholder approval of our stock option plan, which amend the plan previously approved on November 29, 2018 and subsequently amended on November 20, 2019 and December 10, 2020 (the “Amended 2020 Stock Option Plan”).

The Amended 2020 Stock Option Plan, as amended, is attached hereto as Appendix D. The amendments approved by the Board and before the stockholders for approval are summarized below and set forth in full in Proposal 7.

The material features of the Amended 2020 Stock Option Plan are summarized below.

The Board approved the Amended 2020 Stock Option Plan to permit flexibility in the exercise of stock options and withholding tax options. The material amendment of the Amended 2020 Stock Option Plan proposed for adoption by the stockholders is summarized below.

Payment of Exercise Price. Section 7.2 of the Amended 2020 Stock Option Plan, which previously provided for payment of the exercise price in full and the payment of any amounts the Company determined must be withheld for tax purposes in cash or certified cheque has been amended to provide that payment shall be delivered in one or more of the following forms, as determined by the Company: (i) cash or cheque made payable to the Company; (ii) to the extent permitted by the policies of the Company and subject to applicable securities laws, a broker-assisted sale of shares sufficient to cover the exercise price; (iii) unless the company is listed on the TSXV or unless otherwise permitted by the policies of the TSXV, to the extent permitted by the policies of the Company and subject to applicable securities law, in shares held by the optionee for the requisite period necessary to avoid a charge to the Company’s earnings and valued at a fair market value on the exercise date; or (iv) unless the Company is listed on the TSXV or unless otherwise permitted by the policies of the TSXV, shares withheld by the Company equivalent in value to the exercise price pursuant to a “Notice of Cashless Settlement” provided by the Company.

As of November 2, 2021, the maximum aggregate number of shares available for issuance pursuant to the exercise of the stock options granted or to be granted under the Amended 2020 Stock Option Plan is 1,183,930 shares (which represented 10% of the 11,839,304 shares issued and outstanding). Of this amount, 1,183,600 shares have been issued and 330 shares are available for future issuance under the Amended 2020 Stock Option Plan. The number of shares issuable upon exercise of outstanding stock option awards is 1,183,600 shares. The weighted-average exercise price of outstanding stock option awards is US$7.65.

As stated above, moving forward, the Amended 2020 Stock Option Plan will remain in effect for previously granted options thereunder; however, the Company intends to grant its future options under the 2021 Stock Incentive Plan, if approved by stockholders, and will not grant any further options under the Amended 2020 Stock Option Plan.

2020 Equity Incentive Plan

On November 4, 2021, the Board approved the amendments for stockholder approval of our equity incentive plan adopted on December 10, 2020 (the “2020 Equity Incentive Plan”) which authorizes us to grant (a) stock options, (b) restricted awards, (c) performance share units, and other equity-based awards for compensation purposes.

The 2020 Equity Incentive Plan, as amended, is attached hereto as Appendix E. The amendments approved by the Board and before the stockholders for approval are summarized below and set forth in full in Proposal 8.

The material features of the 2020 Equity Incentive Plan are summarized below.

The Board approved amendments to the 2020 Equity Incentive Plan to permit flexibility in the exercise of stock options. The material amendment of the 2020 Equity Incentive Plan is summarized below.

Exercise of Options. Section 5.4 of the 2020 Equity Incentive Plan, which previously provided for payment of the exercise price in full and the payment of any amounts the Company determined must be withheld for tax purposes in cash, certified cheque, bank draft or money order payable to the Company has been amended to provide that payment shall be delivered in one or more of the following forms, as determined by the Company: (i) cash or cheque made payable to the Company; (ii) to the extent permitted by the policies of the Company and subject to applicable securities laws, a broker-assisted sale of shares sufficient to cover the exercise price; (iii) unless the company is listed on the TSXV or unless otherwise permitted by the policies of the TSXV, to the extent permitted by the policies of the Company and subject to applicable securities law, in shares held by the optionee for the requisite period necessary to avoid a charge to the Company’s earnings and valued at a fair market value on the exercise date; or (iv) unless the Company is listed on the TSXV or unless otherwise permitted by the policies of the TSXV, shares withheld by the Company equivalent in value to the exercise price pursuant to a “Notice of Cashless Settlement” provided by the Company.

As of November 2, 2021, the maximum aggregate number of shares available for issuance pursuant to EIP Awards granted under the 2020 Equity Incentive Plan is 3,497,123 shares. Of this amount, 35,000 shares have been issued and 3,462,123 shares are available for future issuance under the 2020 Equity Incentive Plan. The number of securities issuable upon exercise of outstanding options under the 2020 Equity Incentive Plan is 35,000 shares. The weighted-average exercise price of options outstanding under the 2020 Equity Incentive Plan is US$5.49. There are no shares issuable upon vesting of other EIP Awards, including RSUs and PSUs, under the 2020 Equity Incentive Plan.

As stated above, moving forward, the 2020 Equity Incentive Plan will remain in effect for options outstanding under the 2020 Equity Incentive Plan; however, the Company intends to grant its future awards under the 2021 Stock Incentive Plan, if approved by stockholders.

2021 Stock Incentive Plan

On November 4, 2021, the Board adopted the 2021 Stock Incentive Plan, subject to stockholder approval at the Annual Meeting. The 2021 Stock Incentive Plan was adopted to replace both of the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan to provide the Company with one omnibus plan to address the desire of the Company and the Board to attract and retain employees, senior officers, consultants and non-employee directors.

The 2021 Stock Incentive Plan is attached hereto as Appendix B.

The material features of the 2021 Stock Incentive Plan are summarized below.

2021 Employee Stock Purchase Plan

On November 4, 2021, the Board adopted our 2021 Employee Stock Purchase Plan (the “2021 Employee Stock Purchase Plan”), subject to stockholder approval at the Annual Meeting.

The 2021 Employee Stock Purchase Plan is attached hereto as Appendix D.

The material features of the 2021 Employee Stock Purchase Plan are summarized below.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of November 4, 2021 regarding the beneficial ownership of our common stock by (i) those persons who are known to us to be the beneficial owner(s) of more than 5% of our common stock, (ii) each of our directors and named executive officers, and (iii) all of our directors and executive officers as a group.

Except as otherwise indicated, the beneficial owners listed in the table below possess the sole voting and dispositive power in regard to such shares and have an address of c/o Assure Holdings Corp, 4600 South Ulster Street, Suite 1225, Denver, Colorado. As of November 4, 2021, there were 11,839,304 shares of our common stock outstanding.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. shares of our common stock subject to options, warrants, notes or other conversion privileges currently exercisable or convertible, or exercisable within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such option, warrant, note, or other convertible instrument but are not deemed outstanding for computing the percentage of any other person. Where more than one person has a beneficial ownership interest in the same shares, the sharing of beneficial ownership of these shares is designated in the footnotes to this table.

On September 7, 2021, the Company completed a reverse stock split on a five (5) to one (1) share basis. All information regarding stock options and warrants have been updated to reflect the reverse stock split unless provided otherwise.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as set forth below, no director, executive officer, stockholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the beginning of the year ended December 31, 2020, in which the amount involved in the transaction exceeded or exceeds the lesser of $120 thousand or one percent of the average of our total assets at year-end for the year ended December 31, 2020.

Balances and transactions between Assure Holdings Corp. and its wholly owned and controlled subsidiaries have been eliminated in consolidation and are not disclosed in this note. For entities in which management has determined the Company does not have a controlling financial interest but has varying degrees of influence regarding operating policies of that entity, the Company’s investment is accounted for using the equity method of accounting and these transactions are reported as related party.

Details of the transactions between Assure Holdings Corp. and other related parties are disclosed below (stated in thousands):

As a result of the circumstances which led to the resignation of our former auditor, EKS&H LLP, and two management cease trade orders (May 1, 2018 and August 7, 2018, revoked on August 20, 2018), we entered into negotiations with Preston Parsons, our founder and a director, and Matthew Willer, a former officer and director, with respect to certain matters. We settled these matters as follows:

On January 9, 2019 we announced that we entered into a settlement agreement on August 6, 2018, pursuant to which Mr. Parsons agreed to repay certain reclassified expenses and pledge certain collateral to secure payment. Mr. Parsons surrendered for cancellation 292,278 of shares held by him at a price of $7.50 per share. Additionally, Mr. Parsons voluntarily surrendered one million options to allow us to grant options to retain employees and competitively recruit strong professional talent. Mr. Parsons also agreed to modify the performance stock grant agreement dated November 8, 2016, which granted Mr. Parsons the right to receive 1,000,000 shares), to increase certain performance requirements to earn the Performance shares.

On March 4, 2019, we announced that we entered into a settlement and mutual release agreement with Mr. Willer pursuant to which we cancelled 90,000 stock options (which were granted to Mr. Willer prior to our listing on the TSX-V) and to amend Mr. Willer’s right to receive 200,000 performance shares (granted to Mr. Willer while Assure under a performance stock grant agreement) to withhold performance shares to pay liabilities to Assure and under certain third-party contracts and tax liability owed in connection with the issuance of Performance shares. The remaining Performance shares will be issued to Mr. Willer at a price to be determined on the issuance date based on the market price of shares at the issuance date and in accordance with the policies of the TSX-V. In December 2020, Mr. Willer entered into a settlement agreement with certain of his creditors. On January 25, 2021, we issued 43,968 of the 200,000 Performance shares to certain of Mr. Willer’s creditors in connection with that settlement. Under the terms of our mutual release agreement with Mr. Willer, 156,032 Performance shares have been settled as of June 20, 2021.

On March 4, 2020, Mr. Parsons agreed to reallocate 340,000 Performance shares to six employees and/or officers of Assure, including John Farlinger, our CEO (60,000 shares) and Trent Carman, our former CFO (40,000), under the terms of Incentive Stock Agreements. On December 29, 2020, we issued 1,000,000 Performance shares as “restricted common stock” to seven employees and/or officers. The restricted common stock is subject to forfeiture under the terms of Restricted Stock Award Agreements dated December 29, 2020, and will vest on December 31, 2021 or earlier upon satisfaction of certain conditions.

We paid compensation to family members of Preston Parsons, our Founder and a director, for business development services and patient advocate services rendered during the year ended December 31, 2020 totaled $299,000.

On August 2020, Assure entered into a $6.5 million Loan Facility with Colorado based, Central Bank & Trust, a part of Farmers & Stockmens Bank. Scott Page, a former member of our Board of Directors, is the Chief Executive Officer of Central Bank.

On December 1, 2020, we entered into securities purchase agreements with the certain stockholders, pursuant to which we sold and issued to the investors an aggregate of 3,271,540 units of the Company at an issue price of $3.20 per Unit, for gross proceeds of $10.5 million. Preston Parsons, our founder and a director, John Farlinger, our Chairman and Chief Executive Officer, Trent Carman, our Chief Financial Officer, and Board members, Chris Rumana and Steven Summer each purchased Units in the private placement.

In June 2021, we entered into common share purchase agreements, pursuant to which the Company issued 156,033 shares of common stock at a deemed issuance price of $4.00 per shares to certain employees, directors and third parties. Pursuant to the share issuance, John Flood a director, purchased 150,000 shares of common stock, persons affiliated with Martin Burian, a director, purchased 100,000 shares of common stock and John Farlinger, our Chairman and Chief Executive Officer, purchased 30,162 shares of common stock.

Policies and Procedures for the Review, Approval, or Ratification of Related Transactions

We have a policy for the review of transactions with related persons as set forth in our Audit Committee Charter and internal practices. The policy requires review, approval or ratification of all transactions in which we are a participant and in which any of our directors, executive officers, significant stockholders or an immediate family member of any of the foregoing persons has a direct or indirect material interest, subject to certain categories of transactions that are deemed to be pre-approved under the policy - including employment of executive officers, director compensation (in general, where such transactions are required to be reported in our proxy statement pursuant to SEC compensation disclosure requirements), as well as certain transactions where the amounts involved do not exceed specified thresholds. All related party transactions must be reported for review by the Audit Committee of the Board pursuant to the Audit Committee’s charter.

Following its review, the Audit Committee determines whether these transactions are in, or not inconsistent with, the best interests of the Company and its stockholders, taking into consideration whether they are on terms no less favorable to the Company than those available with other parties and the related person's interest in the transaction. If a related party transaction is to be ongoing, the Audit Committee may establish guidelines for the Company's management to follow in its ongoing dealings with the related person.

Our policy for review of transactions with related persons was followed in all of the transactions set forth above and all such transactions were reviewed and approved in accordance with our policy for review of transactions with related persons.

PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

What am I voting on?

The Audit Committee has selected Baker Tilly US, LLC to be the Company’s Independent Registered Public Accounting Firm for the current fiscal year ending December 31, 2021.

This proposal seeks stockholder ratification of the appointment of Baker Tilly US, LLC.

Will a representative of Baker Tilly be present at the Annual Meeting?

The Company does not expect that a representative of Baker Tilly will be present at the Annual Meeting and therefore will not be available to make a statement or answer questions.

INFORMATION IN RESPECT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Baker Tilly US, LLC was the Independent Registered Public Accounting Firm for the Company in the fiscal year ended December 31, 2020.

Squar Milner, LLP and Baker Tilly US, LLP merged and formed Baker Tilly US on November 1, 2020. Baker Tilly US is the largest member of the Baker Tilly US, LLP network, the world’s 10th largest global network of independent accounting and business services firms. Baker Tilly US has 4,300 professionals.

Our financial statements have been audited by Squar Milner, LLP and Baker Tilly US, LLC, (our “Independent Auditors”), for the years ended December 31, 2019 and 2020.

The following table sets forth information regarding the amount billed to us by our Independent Auditors for our two fiscal years ended December 31, 2019 and 2020:

Audit Fees

Audit Fees are the aggregate fees and expenses billed by our independent auditor for the audit of our annual financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Consist of fees billed for assurance and related services that are reasonably related to the performance of the audit and reviews of our interim consolidated financial statements and are not reported under “Audit Fees”.

Tax Fees

Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.

All Other Fees

Consist of fees for product and services other than the services reported above.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

The Audit Committee has adopted procedures requiring the Audit Committee to select the independent auditor, and to review and approve in advance, all particular engagements for services provided by the Company’s independent auditor. Consistent with applicable laws, the procedures permit limited amounts of services, other than audit, review or attest services, to be approved by one or more members of the Audit Committee pursuant to authority delegated by the Audit Committee, provided the Audit Committee is informed of each particular service. All of the engagements and fees for 2020 were pre-approved by the Audit Committee.

What is the required vote?

The appointment of the independent registered public accountant Baker Tilly US, LLC will be ratified by an affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders, in person or by proxy. The ratification of auditors is “routine” and as such a matter on which brokers and nominees can vote on behalf of their clients if clients do not furnish voting instructions. A properly executed proxy card marked “ABSTAIN” with respect to this proposal will not have an effect on the outcome of this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL 3 — ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

What am I voting on?

The Company requests that stockholders approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement.

The Company is asking its stockholders to indicate their support for its named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to express their views on the Company’s named executive officers’ compensation. This say-on-pay vote is advisory, and therefore, is not binding on the Company, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of the Company’s stockholders, and to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, the Company, the Board, and the Compensation Committee will consider the results of the vote in future compensation deliberations.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, the Company is asking stockholders to vote “FOR” the following resolution at the Annual Meeting:

“BE IT RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement for the 2021 annual meeting of stockholders pursuant to Item 402 of Regulation S-K under the Exchange Act, including the compensation discussion and analysis, the compensation tables and narrative discussion is hereby approved.”

Why am I voting on this proposal?

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) was enacted on July 21, 2010. The Dodd-Frank Act requires that the Company provide its stockholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement in accordance with applicable SEC rules.

As described in greater detail above under the heading “Executive Compensation” the Company’s goal for its executive compensation program is to attract, motivate and retain a talented team of executives who will provide leadership for its success, and thereby increase stockholder value. The Company believes that its executive compensation program satisfies this goal and is strongly aligned with the long-term interests of its stockholders. Please see the section “Executive Compensation” and the related compensation tables above for additional details about the Company’s executive compensation programs, including information about the fiscal 2020 compensation of the Company’s named executive officers.

What is the required vote?

The advisory vote on the compensation of our named executive officers will be approved upon receiving the affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote on the matter. Broker non-votes and executed proxy cards marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

PROPOSAL 4 — ADVISORY VOTE ON THE FREQUENCY OF CONDUCTING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

What am I voting on?

The Company requests that stockholders vote, on an advisory basis, on the frequency with which the Company will conduct advisory votes on compensation of its Named Executive Officers.

Although the Board recommends that the say-on-pay proposal be voted on every three years, the option of three years, two years or one year that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on the compensation of our named executive officers that has been selected by stockholders. The vote on this proposal is only advisory in nature and is not binding on the Board or the Company. The Board and the Compensation Committee will consider the outcome of the vote; however, the Board may decide that it is in the best interests of the Company’s stockholders and the Company to hold an advisory vote on the compensation of the Company’s named executive officers more or less frequently than the option approved by stockholders.

You may cast your vote on your preferred voting frequency by choosing the option of three years, two years, one year, when you vote in response to the resolution set forth below.

“BE IT RESOLVED that the option of once every three years, two years, or one year, that receives the highest number of votes cast for this resolution will be determined to be the stockholders’ preferred frequency with which Assure Holdings Corp. is to hold a stockholder advisory vote regarding the executive compensation of the Company’s named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules.”

Why am I voting on this proposal?

Under the Dodd-Frank Act, public companies are generally required to include in their proxy solicitations at least once every six years an advisory, non-binding vote on whether an advisory vote on executive compensation (such as the say-on-pay proposal that is included above) should occur every one, two or three years. It is Management’s belief, and the Board’s recommendation, that this advisory vote should occur every three years.

The Company believes it has effective executive compensation practices, as described in more detail elsewhere in this Information Circular. The Board believes that providing the Company’s stockholders with an advisory vote on executive compensation every three years will encourage a long-term approach to evaluating the Company’s executive compensation policies and practices, consistent with the Compensation Committee’s long-term philosophy on executive compensation. In contrast, focusing on executive compensation over an annual or biennial period would focus on short-term results rather than long-term value creation, which is inconsistent with the Company’s current compensation philosophy.

Moreover, the Board does not believe that a short review cycle will allow for a meaningful evaluation of the Company’s performance against its compensation practices, as any adjustment in pay practices would take time to implement and be reflected in the Company’s financial performance and in the price of the Company’s stock. As a result, an advisory vote on executive compensation more frequently than every three years would not, in the Board’s judgment, allow stockholders to compare executive compensation to the Company’s performance.

The Board believes that conducting an advisory vote on executive compensation every three years would allow the Company adequate time to compile meaningful input from stockholders on its pay practices and respond appropriately. This would be more difficult to do on an annual or biennial basis, and the Board believes that both the Company and its stockholders would benefit from having more time for a thoughtful and constructive analysis and review of the Company’s compensation policy.

What is the required vote?

The option of three years, two years or one year that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on the compensation of our named executive officers that has been selected by stockholders. Broker non-votes and a property executed proxy card marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

THE BOARD RECOMMENDS THE SELECTION OF “THREE YEARS” AS YOUR PREFERENCE FOR THE FREQUENCY WITH WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON SAY-ON-PAY.

PROPOSAL 5 — APPROVAL OF THE 2021 STOCK INCENTIVE PLAN

What am I voting on?

The Company is asking its stockholders to approve the Company’s 2021 Stock Incentive Plan (the “2021 Stock Incentive Plan”). The 2021 Stock Incentive Plan was adopted by the Board of Directors on November 4, 2021, subject to stockholder approval at the Annual Meeting. The 2021 Stock Incentive Plan was adopted to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, senior officers, consultants, advisors and non-employee directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through various stock based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s stockholders. The 2021 Stock Incentive Plan is subject to the approval of the TSXV. Accordingly, the Company is asking stockholders, including the disinterested stockholders, to vote “FOR” the following resolution at the Annual Meeting:

“BE IT RESOLVED THAT:

1. the 2021 Stock Incentive Plan as set forth in Appendix “B” to this Proxy Statement is hereby authorized and approved, and the Company will have the ability to grant incentive awards under the 2021 Stock Incentive Plan; and

2. any director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances and take such other actions as such director or officer may determine to be necessary or advisable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such action.”

What are the details of the 2021 Stock Incentive Plan?

For information about the 2021 Stock Incentive Plan, see under the heading, “Equity Compensation Plans – 2021 Stock Incentive Plan.” The 2021 Stock Incentive Plan is attached hereto as Appendix B.

2021 Stock Option Plan Participants

All employees, senior officers, consultants, advisors and non-employee directors of the Company, its subsidiaries and its affiliates who are deemed to have rendered or to be able to render significant services to the Company or its subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success of the Company or its subsidiaries may participate in the 2021 Stock Incentive Plan. Currently there are approximately the following number of persons in each class eligible to participate in the 2021 Stock Incentive Plan:

Non-employee Directors: 4

Executive Officers: 3

Employees: 135

Consultants: 0

Outside of Incentive Stock Options, which, assuming the 2021 Stock Incentive Plan is approved, may not be granted to any person who is not an employee of the Company, a Subsidiary or Parent (including any non-employee directors) at the time of grant, all classes can participate equally in the equity awards granted under 2021 Stock Incentive Plan. Participation in the 2021 Stock Incentive Plan is determined in the sole discretion of the Compensation Committee or the Board.

Benefits under the 2021 Stock Incentive Plan

The Board has not granted any incentive awards that are conditional on the approval of this resolution, and there are no existing contractual obligations to issue incentive awards that are contingent upon the approval of this resolution. Because the grant of incentive awards under the 2021 Stock Incentive Plan is at the sole discretion of the Board and the Compensation Committee, it cannot currently be determined how many of such incentive awards may be granted in the future to any individual participant (including our named executive officers), all executive officers as a group, all directors as a group, any nominee for election as a director, any associate of an executive officer, director or nominee, any employee of the Company or all employees as a group. No person is set to receive 5% or more of the options or other awards under the 2021 Stock Incentive Plan. If the 2021 Stock Incentive Plan had been approved at the beginning of the fiscal year ended December 31, 2020, the Company would have issued options and awards during the course of the fiscal year ended December 31, 2020, under the 2021 Stock Incentive Plan instead of the Amended 2020 Stock Option Plan and the 2020 Equity Incentive Plan:

Market for Shares

The common stock is listed for trading on the Nasdaq Capital Market under the symbol “IONM” and on the TSXV under the symbol “IOM”. On November 2, 2021, the last reported trading price for the common stock as reported on the Nasdaq Capital Market was $5.43 and on the TSXV was Cdn$6.57.

Certain United States Federal Income Tax Considerations

See “Certain United States Federal Income Tax Considerations” below for a discussion of certain of the federal income tax considerations to the Company and the holders of incentive awards under the Company’s equity incentive plans, including the 2021 Stock Incentive Plan.

What persons are excluded from the vote on the 2021 Stock Incentive Plan for purposes of the Disinterested Stockholder Approval?

Insiders of the Company to whom stock incentives may be granted under the 2021 Stock Incentive Plan and associates of such insiders. As such, the votes attaching to an aggregate of approximately 9,893,960 shares, which are beneficially owned or over which control or direction is exercised by the directors, senior officers and shareholders which beneficially own or control more than 10% of all outstanding shares of the Company and their respective associates, representing approximately 76.6% of shares entitled to vote at the Annual Meeting.

What is the required vote?

The 2021 Stock Incentive Plan will be approved upon receiving (i) the affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon and (ii) Disinterested Stockholder Approval (approval by a simple majority of the votes cast by the stockholders present at the Annual Meeting, in person or represented by proxy, and entitled to vote thereon, excluding votes attached to certain insiders of the Company and their associates and any other person as required to be excluded pursuant to the rules of the TSXV). Broker non-votes and a property executed proxy card marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RESOLUTION APPROVING THE 2021 STOCK INCENTIVE PLAN.

PROPOSAL 6 — APPROVAL OF THE 2021 EMPLOYEE STOCK PURCHASE PLAN

What am I voting on?

The Company is asking its stockholders to approve the Company’s 2021 Employee Stock Purchase Plan (the “2021 Employee Stock Purchase Plan”). The 2021 Employee Stock Purchase Plan was adopted by the Board of Directors on November 4, 2021, subject to stockholder approval at the Annual Meeting. The 2021 Employee Stock Purchase Plan was designed to provide employees of the Company and it’s the Company’s subsidiaries, if any, with an opportunity to purchase shares through accumulated payroll deductions. The 2021 Employee Stock Purchase Plan is subject to the approval of the TSXV. Accordingly, the Company is asking stockholders, including the disinterested stockholders, to vote “FOR” the following resolution at the Annual Meeting

“BE IT RESOLVED THAT:

1. the 2021 Employee Stock Purchase Plan as set forth in Appendix “C” to this Proxy Statement is hereby authorized and approved, and the Company will have the ability to grant incentive awards under the 2021 Employee Stock Purchase Plan; and

2. any director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances and take such other actions as such director or officer may determine to be necessary or advisable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such action.”

What are the details of the 2021 Employee Stock Purchase Plan?

For information about the 2021 Employee Stock Purchase Plan, see under the heading, “Equity Compensation Plans– 2021 Employee Stock Purchase Plan.” The 2021 Employee Stock Purchase Plan is attached hereto as Appendix C.

2021 Employee Stock Purchase Plan Participants

All Eligible Employees of the Company, its subsidiaries and its affiliates who meet the minimum eligibility requirements may participate in the 2021 Stock Incentive Plan. Currently there are approximately the following number of persons in each class eligible to participate in the 2021 Stock Incentive Plan:

Non-employee Directors: N/A

Executive Officers: 3

Employees: 135

Consultants: N/A

Non-employee directors and consultants cannot participate in the 2021 Employee Stock Purchase Plan.

Benefits under the 2021 Employee Stock Purchase Plan

Participation in the 2021 Employee Stock Purchase Plan is at the sole discretion of the Eligible Employee. Because the participation in the 2021 Employee Stock Purchase Plan is at the sole discretion of the Eligible Employee, it cannot be determined how many shares may be issued in the future to any individual participant (including our named executive officers), all executive officers as a group, all directors as a group, any nominee for election as a director, any associate of an executive officer, director or nominee, any employee of the Company or all employees as a group. Further if the 2021 Employee Stock Purchase Plan had been approved at the beginning of the fiscal year ended December 31, 2020, it is not possible for the Company to determine how many shares would have been issued under the 2021 Employee Stock Purchase Plan during the course of the fiscal year ended December 31, 2020.

Certain United States Federal Income Tax Considerations for U.S. Holders

See “Certain United States Federal Income Tax Considerations” below for a discussion of certain of the federal income tax considerations to the Company and the holders of incentive awards under the Company’s equity incentive plans, including the 2021 Employee Stock Purchase Plan.

What persons are excluded from the vote on the 2021 Employee Stock Purchase Plan for purposes of the Disinterested Stockholder Approval?

Insiders of the Company to whom incentive awards may be granted under the 2021 Employee Stock Purchase Plan and associates of such insiders. As such, the votes attaching to an aggregate of approximately 9,893,960 shares, which are beneficially owned or over which control or direction is exercised by the directors, senior officers and shareholders which beneficially own or control more than 10% of all outstanding shares of the Company and their respective associates, representing approximately 76.6% of shares entitled to vote at the Annual Meeting.

What is the required vote?

The 2021 Employee Stock Purchase Plan will be approved upon receiving (i) the affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon and (ii) Disinterested Stockholder Approval (approval by a simple majority of the votes cast by the stockholders present at the Annual Meeting, in person or represented by proxy, and entitled to vote thereon, excluding votes attached to certain insiders of the Company and their associates and any other person as required to be excluded pursuant to the rules of the TSXV). Broker non-votes and a property executed proxy card marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RESOLUTION APPROVING THE 2021 EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL 7 — APPROVAL OF THE AMENDMENTS TO THE AMENDED 2020 STOCK OPTION PLAN

What am I voting on?

The Company is asking its stockholders to approve the amendments to the Company’s Amended 2020 Stock Option Plan. The Amended 2020 Stock Option Plan was amended to provide for greater flexibility in payment of the exercise price and withholding of taxes upon exercise of the options thereunder. The amendments to the Amended 2020 Stock Option Plan are subject to the approval of the TSXV. Accordingly, the Company is asking stockholders, including the disinterested stockholders, to vote “FOR” the following resolution at the Annual Meeting

“BE IT RESOLVED THAT:

1. the amendments to the Amended 2020 Stock Option Plan as set forth in the Proxy Statement is hereby authorized and approved; and

2. any director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to do all such acts and things and to effect such amendment to the Amended 2020 Stock Option Plan and execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances and take such other actions as such director or officer may determine to be necessary or advisable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such action.”

What are the details of the amendments to the Amended 2020 Stock Option Plan?

For information about the Amended 2020 Stock Option Plan, see under the heading, “Equity Compensation Plans– Amended 2020 Stock Option Plan.”

The Amended 2020 Stock Option Plan, as amended, is attached hereto as Appendix D.

Amendments

Section 7.2 of the Amended 2020 Stock Option Plan, which prior to the amendments read as follows:

“Payment of Exercise Price. The notice described in Section 7.1 hereof shall be accompanied by full payment of the Exercise Price to the extent the Option is so exercised, and full payment of any amounts the Corporation determines must B-12 be withheld for tax purposes from the Optionee pursuant to the Option Agreement. Such payment shall be in lawful money of the United States (USD) in cash or by certified cheque.”

is amended to read in full as follows:

“Payment of Exercise Price. The notice described in Section 7.1 hereof shall be accompanied by full payment of the Exercise Price to the extent the Option is so exercised, and full payment of any amounts the Corporation determines must be withheld for tax purposes from the Optionee pursuant to the Option Agreement. Such payment shall be in lawful money of the United States (USD) in one or more of the following forms, as determined by the Corporation:

Amended 2020 Stock Option Plan Participants

All employees, senior officers, directors and consultants of the Company, its subsidiaries and its affiliates who meet the minimum eligibility requirements may participate in the Amended 2020 Stock Option Plan. Currently there are approximately the following number of persons in each class eligible to participate in the Amended 2020 Stock Option Plan:

Non-employee Directors: 4

Executive Officers: 4

Employees: 135

Consultants: 0

Benefits under the Amended 2020 Stock Option Plan

Participation in the Amended 2020 Stock Option Plan is at the sole discretion of the Compensation Committee. As noted above, the Compensation Committee does not intend to grant any further options under the Amended 2020 Stock Option Plan and will instead issue future options under the 2021 Stock Incentive Plan, if approved by the stockholders. If the 2021 Stock Incentive Plan is not approved by stockholders, because the grant of options under the Amended 2020 Stock Option Plan is at the sole discretion of the Board and the Compensation Committee, it cannot currently be determined how many of such options may be granted in the future to any individual participant (including our named executive officers), all executive officers as a group, all directors as a group, any nominee for election as a director, any associate of an executive officer, director or nominee, any employee of the Company or all employees as a group. Currently, there are options outstanding under the Amended 2020 Stock Option Plan and held by persons in the following categories:

No associates of any director, executive officer or nominee has received or is set to receive options under the Amended 2020 Stock Option Plan. No person has received or is set to receive 5% or more the options under the Amended 2020 Stock Option Plan. If the amendments to the Amended 2020 Stock Option Plan are adopted, all persons and persons in the above groups will gain the benefits of the increased flexibility in payment of their exercises prices under their outstanding options, in the sole discretion of the Company.

Market for Shares

See “Proposal 5 – Approval of the 2021 Stock Incentive Plan – What are the details of the 2021 Stock Incentive Plan? – Market for Shares” for details regarding the market for the shares of common stock.

Certain United States Federal Income Tax Considerations

See “Certain United States Federal Income Tax Considerations” below for a discussion of certain of the federal income tax considerations to the Company and the holders of incentive awards under the Company’s equity incentive plans, including the Amended 2020 Stock Option Plan.

What persons are excluded from the vote on the Amended 2020 Stock Option Plan for purposes of the Disinterested Stockholder Approval?

Insiders of the Company to whom incentive awards may be granted under the Amended 2020 Stock Option Plan and associates of such insiders. As such, the votes attaching to an aggregate of approximately 9,893,960 shares, which are beneficially owned or over which control or direction is exercised by the directors, senior officers and shareholders which beneficially own or control more than 10% of all outstanding shares of the Company and their respective associates, representing approximately 76.6% of shares entitled to vote at the Annual Meeting.

What is the required vote?

The amendments to the Amended 2020 Stock Option Plan will be approved upon receiving (i) the affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon and (ii) Disinterested Stockholder Approval (approval by a simple majority of the votes cast by the stockholders present at the Annual Meeting, in person or represented by proxy, and entitled to vote thereon, excluding votes attached to certain insiders of the Company and their associates and any other person as required to be excluded pursuant to the rules of the TSXV). Broker non-votes and a property executed proxy card marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RESOLUTION APPROVING THE AMENDMENTS TO THE AMENDED 2020 STOCK OPTION PLAN.

PROPOSAL 8 — APPROVAL OF THE AMENDMENTS TO THE 2020 EQUITY INCENTIVE PLAN

What am I voting on?

The Company is asking its stockholders to approve the amendments to the Company’s 2020 Equity Incentive Plan. The 2020 Equity Incentive Plan was amended to provide for greater flexibility in payment of the exercise price and withholding of taxes upon exercise of the options thereunder. The amendments to the 2020 Equity Incentive Plan are subject to the approval of the TSXV. Accordingly, the Company is asking stockholders, including the disinterested stockholders, to vote “FOR” the following resolution at the Annual Meeting

“BE IT RESOLVED THAT:

1. the amendments to the 2020 Equity Incentive Plan as set forth in the Proxy Statement is hereby authorized and approved; and

2. any director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to do all such acts and things and to effect such amendment to the 2020 Equity Incentive Plan and execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances and take such other actions as such director or officer may determine to be necessary or advisable to implement this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents or instruments and the taking of any such action.”

What are the details of the amendments to the 2020 Equity Incentive Plan?

For information about the 2020 Equity Incentive Plan, see under the heading, “Equity Compensation Plans– 2020 Equity Incentive Plan.”

The 2020 Equity Incentive Plan is attached hereto as Appendix E.

Amendments

Section 5.4 of the 2020 Equity Incentive Plan, which prior to the amendments read as follows:

“Exercise of Options. A vested Option or any portion thereof may be exercised by the Option holder delivering to the Company a Notice of Exercise signed by the Option holder or their legal personal representative, accompanied by payment in full of the aggregate Exercise Price and any Applicable Withholding Taxes in respect of the Option or portion thereof being exercised, in cash or by certified cheque, bank draft or money order payable to the Company or by such other means as might be specified from time to time by the Committee, subject to the policies of the Exchange.

Subject to Section 8, upon receipt of payment in full, the number of Common Shares in respect of which the Option is exercised will be duly issued to the Option holder as fully paid and non-assessable, following which the Option holder shall have no further rights, title or interest with respect to such Option or portion thereof.

If an Option holder who has been granted Incentive Stock Options ceases to be employed by the Company (or by any parent or subsidiary of the Company) for any reason, whether voluntary or involuntary, other than death or permanent disability, such Incentive Stock Option shall cease to be qualified an Incentive Stock Option as of the date that is three months after the date of cessation of employment (or upon the expiration of the term of such Incentive Stock Option, if earlier). If an Option holder who has been granted Incentive Stock Options ceases to be employed by the Company (or by any parent or subsidiary of the Company) because of the death or permanent disability of such Option holder, such Option holder, such Incentive Stock Option will cease to be qualified as an Incentive Stock Option as of the date that is one year after the date of death or permanent disability, as the case may be, (or upon the expiration of the term of such Incentive Stock Option, if earlier). For purposes of this Section, the term “permanent disability” has the meaning assigned to that term in section 422(e)(3) of the U.S. Internal Revenue Code.”

is amended to read in full as follows:

“Exercise of Options. A vested Option or any portion thereof may be exercised by the Option holder delivering to the Company a Notice of Exercise signed by the Option holder or their legal personal representative, accompanied by payment in full of the aggregate Exercise Price and any Applicable Withholding Taxes in respect of the Option or portion thereof being exercised, in one or more of the following forms, as determined by the Company:

Subject to Section 8, upon receipt of payment in full, the number of Common Shares in respect of which the Option is exercised will be duly issued to the Option holder as fully paid and non-assessable, following which the Option holder shall have no further rights, title or interest with respect to such Option or portion thereof.

If an Option holder who has been granted Incentive Stock Options ceases to be employed by the Company (or by any parent or subsidiary of the Company) for any reason, whether voluntary or involuntary, other than death or permanent disability, such Incentive Stock Option shall cease to be qualified an Incentive Stock Option as of the date that is three months after the date of cessation of employment (or upon the expiration of the term of such Incentive Stock Option, if earlier). If an Option holder who has been granted Incentive Stock Options ceases to be employed by the Company (or by any parent or subsidiary of the Company) because of the death or permanent disability of such Option holder, such Option holder, such Incentive Stock Option will cease to be qualified as an Incentive Stock Option as of the date that is one year after the date of death or permanent disability, as the case may be, (or upon the expiration of the term of such Incentive Stock Option, if earlier). For purposes of this Section, the term “permanent disability” has the meaning assigned to that term in section 422(e)(3) of the U.S. Internal Revenue Code.”

2020 Equity Incentive Plan Participants

All employees, senior officers, directors and consultants of the Company, its subsidiaries and its affiliates who meet the minimum eligibility requirements may participate in the 2020 Equity Incentive Plan. Currently there are approximately the following number of persons in each class eligible to participate in the 2020 Equity Incentive Plan:

Non-employee Directors: 4

Executive Officers: 3

Employees: 135

Consultants: 0

Benefits under the 2020 Equity Incentive Plan

Participation in the 2020 Equity Incentive Plan is at the sole discretion of the Compensation Committee. As noted above, the Compensation Committee does not intend to grant any further EIP Awards under the 2020 Equity Incentive Plan and will instead issue future options and awards under the 2021 Stock Incentive Plan, if approved by stockholders. If the 2021 Stock Incentive Plan is not approved by stockholders, because the grant of EIP Awards under the 2020 Equity Incentive Plan is at the sole discretion of the Board and the Compensation Committee, it cannot currently be determined how many of such EIP Awards may be granted in the future to any individual participant (including our named executive officers), all executive officers as a group, all directors as a group, any nominee for election as a director, any associate of an executive officer, director or nominee, any employee of the Company or all employees as a group. Currently, there are options outstanding under the 2020 Equity Incentive Plan and held by persons in the following categories:

There are no non-option EIP Awards outstanding. No associates of any director, executive officer or nominee has received options under the 2020 Equity Incentive Plan. No person has received or is set to receive 5% or more the EIP Awards under the 2020 Equity Incentive Plan. If the amendments to the 2020 Equity Incentive Plan are adopted, all persons and persons in the above groups will gain the benefits of the increased flexibility in payment of their exercises prices under these Awards, in the sole discretion of the Company.

Market for Shares

See “Proposal 5 – Approval of the 2021 Stock Incentive Plan – What are the details of the 2021 Stock Incentive Plan? – Market for Shares” for details regarding the market for the shares of common stock.

Certain United States Federal Income Tax Considerations

See “Certain United States Federal Income Tax Considerations” below for a discussion of certain of the federal income tax considerations to the Company and the holders of incentive awards under the Company’s equity incentive plans, including the 2020 Equity Incentive Plan.

What persons are excluded from the vote on the 2020 Equity Incentive Plan for purposes of the Disinterested Stockholder Approval?

Insiders of the Company to whom incentive awards may be granted under the 2020 Equity Incentive Plan and associates of such insiders. As such, the votes attaching to an aggregate of approximately 9,893,960 shares, which are beneficially owned or over which control or direction is exercised by the directors, senior officers and shareholders which beneficially own or control more than 10% of all outstanding shares of the Company and their respective associates, representing approximately 76.6% of shares entitled to vote at the Annual Meeting.

What is the required vote?

The amendments to the 2020 Equity Incentive Plan will be approved upon receiving (i) the affirmative vote of a majority of the votes cast at the Annual Meeting by stockholders present at the Annual Meeting, in person or by proxy, and entitled to vote thereon and (ii) Disinterested Stockholder Approval (approval by a simple majority of the votes cast by the stockholders present at the Annual Meeting, in person or represented by proxy, and entitled to vote thereon, excluding votes attached to certain insiders of the Company and their associates and any other person as required to be excluded pursuant to the rules of the TSXV). Broker non-votes and a property executed proxy card marked “ABSTAIN” will not be counted as votes cast and accordingly, will not have an effect on this proposal.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RESOLUTION APPROVING THE AMENDMENTS TO THE 2020 EQUITY INCENTIVE PLAN

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a brief summary of certain United States federal income tax consequences with respect to the issuance and exercise of options granted under the Amended 2020 Stock Option Plan, 2020 Equity Incentive Plan and the 2021 Stock Incentive Plan (the “Plans”) and the grants of awards under the 2020 Equity Incentive Plan and the 2021 Stock Incentive Plan (the “Award Plans”). This summary does not describe all federal tax consequences, including the consequences of owning and selling the shares, nor does it describe state, local or foreign tax consequences.

Scope of This Disclosure

This summary does not address the U.S. federal income tax consequences of participation in the Plans by a non-U.S. Participant. For purposes of this summary, a "U.S. Participant" is a participant in one of the Plans who is either a citizen of the U.S. or a resident alien of the U.S. for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), and the Canada-U.S. Tax Convention. For purposes of this summary, a "non-U.S. Participant" is a participant in the Plans who is not a U.S. Participant.

Tax Consequences With Respect to Options

The following is a summary of certain anticipated material U.S. federal income tax consequences with respect to options granted pursuant to Plan. This summary is based on the Code, Treasury Regulations, published IRS rulings, published administrative positions of the IRS. In general, the following tax consequences will apply to U.S. Participants:

Non-Qualified Stock Options

Incentive Stock Options

For purposes of the AMT, an incentive stock option will be treated as a non-qualified option. Accordingly, a U.S. Participant must recognize ordinary income for purposes of the AMT in the amount by which the fair market value of the common stock at the time of exercise exceeds the option exercise price. As a result, if a U.S. Participant recognizes a substantial amount of AMT income upon exercise of an incentive stock option in relation to their taxable income from wages and other sources in the year in which they exercise the option, they may be subject to the AMT. Furthermore, the fact that a U.S. Participant recognizes AMT income at the time they exercise an incentive stock option may not alter the amount of regular income they must recognize at the time they sell or otherwise dispose of the shares acquired upon exercise of the incentive stock option.

U.S. Participants should consult their own tax advisor regarding the effect of the AMT and the desirability of selling or otherwise disposing of shares acquired upon exercise of an incentive stock option in the same calendar year in which they acquired the shares to avoid having the AMT apply in the year they exercise the option and the regular tax apply in the year they sell the shares. U.S. Participants should also consult their own tax advisor regarding the benefit that may be available from a tax credit for a prior year’s minimum tax liability provided for in Section 53 of the Code.

If a U.S. Participant pays the exercise price for an incentive stock option by tendering shares of the Company’s common stock already owned by them, and they acquired such tendered shares by exercising another incentive stock option, Section 1036 of the Code generally provides that they will recognize no gain or loss with respect to the tendered shares (except possibly for purposes of the AMT as described above), as long as they have held the tendered shares for a period of time ending at least two years after the date the option for the tendered shares was granted and at least one year after they acquired the tendered shares upon exercise of the option.

If a U.S. Participant sells or otherwise disposes of shares acquired upon exercise of an incentive stock option before the holding periods described above are satisfied, then they will recognize ordinary income at the time of the disposition in an amount equal to the lesser of (1) the difference between the exercise price and the fair market value of the shares at the time the option was exercised or (2) the difference between the exercise price and the amount realized upon disposition of the shares, and they will recognize long-term or short-term capital gain or loss (depending on whether they have held the shares for more than 12 months or for 12 months or less) in an amount equal to the difference between the sale price of the shares and the fair market value of the shares on the date they exercised the option.

Tax Consequences With Respect to Awards of Restricted Shares or Restricted Stock Units

There are no tax consequences to a U.S. Participant or the Company by reason of the grant of restricted stock or restricted stock units under the Award Plans.  If an award is payable in shares that are subject to a substantial risk of forfeiture, unless a special election is made by the holder of the award under section 83(b) of the Code, the holder must recognize ordinary income equal to the fair market value of the shares received (determined as of the first time the shares become transferable or not subject to substantial risk of forfeiture, whichever occurs earlier).

The holder’s basis for the shares acquired under the Award Plans will be the amount of ordinary income recognized either when the shares are received (for restricted stock units) or when the shares are vested (for restricted stock awards, subject to earlier recognition if a section 83(b) election is made).  The Company will generally be entitled at that time to a U.S. income tax deduction for the same amount, subject to the rules of Section 162(m) of the Code.

U.S. Participants Subject to Section 16(b) of the Securities Exchange Act

If a U.S. Participant is an executive officer or director subject to Section 16(b) of the Securities Exchange Act of 1934, any shares received upon exercise of an option may be treated as restricted property for purposes of Section 83 of the Code. In that case, such U.S. Participant may be deemed to have acquired the shares at a date up to six months after the date of exercise, and such U.S. Participant will recognize (and be taxed on) ordinary income as of the later date, rather than as of the date of exercise. However, Section 83(b) of the Code allows a U.S. Participant to elect to recognize ordinary income as of the date of exercise, without regard to Section 16(b) restrictions. The U.S. Participant must make the election in the manner specified in Section 83(b) within 30 days after the shares are paid out. If (1) the shares paid out are treated as restricted property for purposes of Section 83 of the Code because of the application of Section 16(b) of the Securities Exchange Act of 1934 and (2) the U.S. Participant does not make a Section 83(b) election within the required time period, the U.S. Participant will recognize and be taxed on ordinary income in the amount of the fair market value of the shares at the later date, rather than recognizing, and being taxed on, ordinary income in the amount of the fair market value of the shares on the exercise date.

Change in Control

Depending on the terms of a U.S. Participant's award agreement, upon a change in control of the Company, restrictions on a U.S. Participant's award may lapse, or a U.S. Participant's award may mature on an accelerated schedule. If this type of benefit, or other benefits and payments connected with a U.S. Participant's award that result from a change in control of the Company, are granted to certain individuals (such as the Company's executive officers), the benefits and payments may be deemed to be "parachute payments" within the meaning of Section 280G of the Code. Section 280G provides that if parachute payments to an individual equal or exceed three times the individual's "base amount," the excess of the parachute payments over one times the base amount will be subject to a 20% excise tax payable by the individual. Any amount that is subject to an excise tax is also not deductible by the Company. "Base amount" is the individual's average annual compensation over the five taxable years preceding the taxable year in which the change in control occurs. Each U.S. Participant should consult his or her own tax advisor own tax advisor regarding potential tax liability upon a change in control of the Company.

Certain Special Rules

The foreign earned income exclusion provisions and the foreign tax credit provisions of the Code may, under certain circumstances, reduce the U.S. federal income tax liability of a U.S. Participant with respect to participation in the Plans. U.S. Participants should consult their own tax advisor regarding the foreign earned income exclusion provisions and the foreign tax credit provisions of the Code.

Income Tax Deduction

Subject to the usual rules concerning reasonable compensation, including the Company’s obligation to withhold or otherwise collect certain income and payroll taxes, the Company may be entitled to a corresponding income tax deduction at the time a participant recognizes ordinary income from awards made under the Plans. However, Section 162(m) of the Code prohibits publicly held corporations from deducting more than $1,000,000 per year in compensation paid to certain current and former named executive officers (the “covered executives”). Therefore, annual compensation paid to a covered executive in excess of $1,000,000 will generally not be deductible.

OTHER MATTERS

As of the date of this Proxy Statement, management does not know of any other matter that will come before the meeting.

Where You Can Find More Information

We file annual and quarterly reports and other reports and information with the SEC. These reports and other information can be inspected and copied at, and copies of these materials can be obtained at prescribed rates from, the Public Reference Section of the Securities and Exchange Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549-1004. We distribute to our stockholders annual reports containing financial statements audited by our independent registered public accounting firm and, upon request, quarterly reports for the first three quarters of each fiscal year containing unaudited financial information. In addition, the reports and other information are filed through Electronic Data Gathering, Analysis and Retrieval (known as “EDGAR”) system and are publicly available on the SEC’s site on the Internet, located at www.sec.gov. We will provide without charge to you, upon written or oral request, a copy of the reports and other information filed with the SEC.

Any requests for copies of information, reports or other filings with the SEC should be directed to the Company’s Secretary, John Price, at Assure Holdings Corp., 4600 South Ulster Street, Suite 1225, Denver, Colorado, USA 80237.

APPENDICES

By Order of the Board of Directors

ASSURE HOLDINGS CORP.

November 9, 2021

Please sign and return the enclosed form of proxy promptly. If you decide to attend the meeting, you may, if you wish, revoke the proxy and vote your shares in person.

APPENDIX A – FORM OF PROXY CARD

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com 000001 Mr A Sample Designation (if any) Add1 Add2 add3 add4 add5 add6 COMMON C1234567890 XXX Fold Form of Proxy - Annual Meeting to be held on December 9, 2021 This Form of Proxy is solicited by and on behalf of the Board of Directors. Notes to proxy 1. Every holder has the right to appoint some other person of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person other than the Board Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). 2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. 3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. 4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by the Board of Directors. 5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Board Nominees listed on the reverse, this proxy will be voted as recommended by the Board of Directors. 6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. 7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Proxy Statement or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law. 8. This proxy should be read in conjunction with the accompanying proxy statement and annual report to stockholders provided by the Board of Directors. Fold Proxies submitted must be received by 10:00 am, Mountain Time, on December 7, 2021. VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! To Vote Using the Telephone To Vote Using the Internet To Virtually Attend the Meeting • Call the number listed BELOW from a touch tone telephone. • Go to the following web site: www.investorvote.com • Smartphone? Scan the QR code to vote now. • You can attend the meeting virtually by visiting the URL provided on the back of this document. If you vote by telephone or the Internet, DO NOT mail back this proxy. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Board Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER CPUQC01.E.INT/000001/i1234 01S09A

MR XXX 123 Appointment of Proxyholder OR Print the name of the person you are appointing if this person is someone other than the Board Nominees listed herein. I/We being holder(s) of securities of Assure Holdings Corp. (the “Company”) hereby appoint: John Farlinger, or failing this person, John Price (the “Board Nominees”) Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/Assure and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting. as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual Meeting of shareholders of the Company to be held online at https://www.issuerdirect.com/virtual-event/ionm on December 9, 2021 at 10:00 am, Mountain Time, and at any adjournment or postponement thereof. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. 1. Election of Directors Withhold For Withhold Withhold For For 03. John A. Farlinger 01. Preston T. Parsons 02. Martin Burian Fold 04. Christopher Rumana 05. Steven Summer 06. John Flood Abstain For Against 2. Appointment of Auditors To ratify the appointment of Baker Tilly US, LLP as Auditors of the Company for the ensuing year. 3. Advisory Vote of Executive Compensation To approve the resolution on the advisory vote on the compensation of our named executive officers as described in the proxy statement. 3 Years 2 Years 1 Year Abstain 4. Advisory Vote on the Frequency of Advisory Votes on Executive Compensation To approve the resolution setting 1 Year, 2 Years or 3 Years as the frequency for advisory votes on the compensation of our named executive officers as described in the proxy statement. Abstain For Against 5. 2021 Stock Incentive Plan To approve the Company’s 2021 Stock Incentive Plan as described in the proxy statement. 6. 2021 Employee Stock Purchase Plan To approve the Company’s 2021 Employee Stock Purchase Plan as described in the proxy statement. Fold 7. Amended 2020 Stock Option Plan Amendments To approve amendments to the Company’s Amended 2020 Stock Option Plan, as described in the proxy statement. 8. 2020 Equity Incentive Plan Amendments To approve amendments to the Company’s 2020 Equity Incentive Plan, as described in the proxy statement. Signature of Proxyholder I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Board Nominees, this Proxy will be voted as recommended by Board of Directors. Date Signature(s) MM / DD / YY Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail. Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist. A R 1 3 2 6 9 5 9 01S0AB

APPENDIX B – 2021 STOCK INCENTIVE PLAN

2021 STOCK INCENTIVE PLAN

ASSURE HOLDINGS CORP.
2021 STOCK INCENTIVE PLAN

Section 1.      Purpose

The purpose of the Plan is to promote the interests of the Company and its Shareholders by aiding the Company in attracting and retaining employees, senior officers, consultants, advisors and non-employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through various stock-based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s Shareholders.

Section 2.      Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a)          “Affiliate” shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company.

(b)          “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock or Restricted Stock Unit granted under the Plan.

(c)          “Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the Plan. An Award Agreement may be in an electronic medium and need not be signed by a representative of the Company or the Participant. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.

(d)          “Board” shall mean the Board of Directors of the Company.

(e)          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(f)           “Committee” shall mean the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan. To the extent required by law (whether required as a matter of law or to obtain the intended tax treatment and tax benefits), the Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b-3, and each member of the Committee shall be a “non-employee director” within the meaning of Rule 16b-3.

(g)          “Company” shall mean Assure Holdings Corp., a Nevada corporation, and any successor corporation.

(h)          “Consultant” shall have the meaning given to that term in Policy 4.4 of the TSXV.

(i)           “Deferred Share Unit” shall mean a Restricted Stock Unit granted under Section 6(c), the terms of which contemplate settlement or payment events that are deferred beyond the time or times in which the Restricted Stock Unit is scheduled to vest and become non-forfeitable.

(j)           “Director” shall mean a member of the Board.

(k)          “Eligible Person” shall mean any bona fide employee, senior officer, non-employee Director or Consultant providing services to the Company or any subsidiary of the Company. An Eligible Person must be a natural person, and may only be granted an Award in connection with the provision of services not related to capital raising or promoting or maintaining a market for the Shares.

(l)           “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(m)         “Fair Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, unless otherwise determined by the Committee, if the Shares are traded on a securities exchange, the Fair Market Value of a Share as of a given date shall be the closing price of one Share as reported on the securities exchange where the Shares are then listed on such date or, if the applicable securities exchange is not open for trading on such date, on the most recent preceding date when such exchange is open for trading.

(n)          “Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan to a U.S. taxpayer that is intended to meet the requirements of Section 422 of the Code or any successor provision.

(o)          “Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(p)          “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option to purchase shares of the Company.

(q)          “Participant” shall mean an Eligible Person designated to be granted an Award under the Plan.

(r)           “Performance Share Unit” shall mean a Restricted Stock Unit granted under Section 6(c), the vesting of which is conditioned upon the achievement of one or more financial or other Company-related performance goals (including goals specific to the Participant’s individual performance, other than performance of service alone) established by the Committee, or upon any combination of service-based and performance-based conditions.

(s)          “Person” shall mean any individual or entity, including a corporation, partnership, limited liability company, association, joint venture or trust.

(t)           “Plan” shall mean this Assure Holdings Corp. 2021 Stock Incentive Plan, as amended from time to time.

(u)          “Prior Stock Plans” shall mean the Assure Holdings Corp. Equity Incentive Plan and the Assure Holdings Corp. Stock Option Plan, as amended from time to time.

(v)          “Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan

(w)         “Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date.

(x)          “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation.

(y)          “Section 409A” shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other applicable guidance thereunder.

(z)          “Securities Act” shall mean the Securities Act of 1933, as amended.

(aa)        “Share” or “Shares” shall mean Common Shares without par value in the capital of the Company (or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan), provided that such class is listed on a securities exchange.

(bb)        “Specified Employee” shall mean a specified employee as defined in Section 409A(a)(2)(B) of the Code or applicable proposed or final regulations under Section 409A, determined in accordance with procedures established by the Company and applied uniformly with respect to all plans maintained by the Company that are subject to Section 409A.

(cc)        “Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.

Section 3.      Administration

(a)          Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; (iv) determine the terms and conditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (v) amend the terms and conditions of any Award or Award Agreement; (vi) accelerate the exercisability of any Award or the lapse of any restrictions relating to any Award, (vii) determine whether, to what extent and under what circumstances Awards may be exercised or settled in cash, Shares or combination thereof, or canceled, forfeited or suspended; (viii) determine whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee; (ix) interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (xii) adopt such modifications, rules, procedures and sub-plans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or an Affiliate may operate, including, without limitation, establishing any special rules for Affiliates, Eligible Persons or Participants located in any particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non-U.S. jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any subsidiary of the Company.

(b)          Delegation. The Committee may delegate to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion, the authority to grant Awards; provided, however, that the Committee shall not delegate such authority (i) with regard to grants of Awards to be made to senior officers of the Company or any Affiliate who are subject to Section 16 of the Exchange Act; or (ii) any other applicable law or securities exchange rules.

(c)          Power and Authority of the Board. Notwithstanding anything to the contrary contained herein, (i) the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless the exercise of such powers and duties by the Board would cause the Plan not to comply with any applicable law or securities exchange rules; and (ii) to the extent required by applicable law or securities exchange rules, only the Committee (or another committee of the Board comprised of directors who qualify as independent directors, to the extent required by applicable law or independence rules of any applicable securities exchange where the Shares are then listed) may grant Awards to Directors who are not also employees of the Company or an Affiliate.

Section 4.      Shares Available for Awards

(a)          Shares Available. The number of Shares that may be issued under all Awards of the Plan cannot exceed two million (2,000,000) Shares; provided, that for so long as the Shares are listed on the TSXV, the number of Shares that may be issued under all Awards under the Plan, plus any Shares granted under any prior plans and the Company’s employee share purchase plan, shall not exceed 2,367,260 Shares. On and after shareholder approval of this Plan, no awards shall be granted under the Prior Stock Plans, but all outstanding awards previously granted under the Prior Stock Plans shall remain outstanding and subject to the terms of the Prior Stock Plans.

(b)          Counting Shares. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the number of Shares available for granting Awards under the Plan.

(c)          Adjustments. In the event that any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, and (iii) the purchase price or exercise price with respect to any Award; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number. Such adjustment shall be made by the Committee or the Board, subject to the policies of any securities exchange applicable to the Company, whose determination in that respect shall be final, binding and conclusive.

(d)          Annual Limit for Awards Granted to Non-Employee Directors. Notwithstanding any provision to the contrary in the Plan, the sum of the grant date fair value of equity based Awards (such value computed as of the date of grant in accordance with applicable financial accounting rules) and the amount of any cash based compensation granted to a non-employee Director during any calendar year shall not exceed $500,000. The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation.

Section 5.      Eligibility

Any Eligible Person shall be eligible to be designated as a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term as used herein includes, without limitation, senior officers and Directors who are also employees), and an Incentive Stock Option shall not be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code or any successor provision.

Section 6.      Awards

(a)          Options. The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(b)          Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof a cash amount equal to excess of (i) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine, at any time during a specified period before or after the date of exercise) over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right; provided, however, that the Committee may designate a grant price below Fair Market Value on the date of grant if the Stock Appreciation Right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with the Company or an Affiliate. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, dates of exercise and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee (except that the term of each Stock Appreciation Right shall be subject to the limitations in Section 6(a)(ii) above applicable to Options and Section 4(d) applicable to Awards generally). However, Stock Appreciation Rights may not contain features providing for dividend equivalent rights other than equitable adjustments as provided in Section 4(c). The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.

(c)          Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant an Award of Restricted Stock or Restricted Stock Units (including Performance Share Units and Deferred Share Units) to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(d)          General.