Common use of Standby Commitment Clause in Contracts

Standby Commitment. Subject to and in accordance with the terms hereof, each of the Standby Purchasers hereby severally and not jointly agrees to purchase from PERC (or to cause to be purchased from PERC by one or more of its Affiliates as the Standby Purchasers designate in a notice to PERC and that satisfies the Substituted Purchaser Conditions, in each case not less than two Business Days prior to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchaser”)), and PERC hereby agrees to sell to the Standby Purchasers or any Substituted Standby Purchasers, as the case may be, at the Subscription Price and on the Closing Date, all of the Subscription Receipts that were not otherwise subscribed for and taken up under the Rights Offering by holders of Rights prior to the Expiry Time (including pursuant to the Additional Subscription Privilege) (the “Standby Subscription Receipts”). In this regard each of the Standby Purchasers severally agrees to exercise its Basic Subscription Privilege in accordance with Section 6.1(f) and agrees to acquire the Standby Subscription Receipts in the proportion set forth opposite its name in Schedule B. The aggregate number of the Subscription Receipts to be purchased pursuant to this Section 2.2 will be equal to: (i) the number of Subscription Receipts authorized to be issued on the Record Date pursuant to the exercise of the Rights, minus (ii) the number of Subscription Receipts subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Subscription Receipts subscribed for and taken up under the Rights Offering by the Standby Purchasers or the Substituted Standby Purchasers) (such commitment referred to as the “Standby Commitment”), provided that the gross amount to be delivered in trust pursuant to the Subscription Receipt Agreement as a result of the Rights Offering will be U.S.$50,000,000 (the “Offering Amount”) and no more or less. No Standby Purchaser will be responsible or liable for any breach or default by any other Standby Purchaser of such Standby Purchaser’s obligations hereunder.

Standby Commitment. Subject The Investors hereby irrevocably agree, severally but not jointly, that they shall provide the Company up to and in accordance with an aggregate of one million dollars ($1,000,000) (the terms hereof"Commitment Amount"). The Commitment Amount may be drawn by the Company, each at its option (as determined by the disinterested members of the Standby Purchasers hereby severally and not jointly agrees Board of Directors of the Company) at any time prior to purchase from PERC (or to cause to be purchased from PERC by January 1, 2004 in one or more tranches; provided, however, that the Company may draw from the Commitment Amount only at such time as its total cash balances are less than one million dollars ($1,000,000); and provided, further, that the Commitment Amount shall be reduced by the gross cash proceeds received by the Company or any of its Affiliates as subsidiaries from the Standby Purchasers designate issuance after the date hereof of any equity or convertible securities, excluding the issuance of equity or convertible securities in a notice connection with: (1) financing provided by the Investors pursuant to PERC this Agreement, (2) any trade payables and that satisfies other financing arrangements entered into in the Substituted Purchaser Conditions, in each case not less than two Business Days prior ordinary course of business and (3) any financing or credit accommodations received by the Company pursuant to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchaser”))Financing Agreement, dated March 30, 2001, between the Company and PERC hereby agrees to sell to the Standby Purchasers or any Substituted Standby PurchasersRosenthal & Rosenthal, Inc., as the case same may bebe amended or supplemexxxx xxxx tixx xx xxxe. Any and all draws against the Commitment Amount shall be effected through the purchase of newly-designated shares of Series E Convertible Preferred Stock ("Series E Preferred Stock") on terms and conditions substantially identical to those set forth herein, at with the Subscription Price and on Series E Preferred Stock having rights substantially identical to the Closing Date, all Series D Preferred Stock except that: (a) the conversion price of the Subscription Receipts that were not otherwise subscribed for and taken up under Series E Preferred Stock shall be the Rights Offering by holders lower of Rights prior to the Expiry Time (including pursuant to the Additional Subscription Privilege) (the “Standby Subscription Receipts”). In this regard each of the Standby Purchasers severally agrees to exercise its Basic Subscription Privilege in accordance with Section 6.1(f) and agrees to acquire the Standby Subscription Receipts in the proportion set forth opposite its name in Schedule B. The aggregate number of the Subscription Receipts to be purchased pursuant to this Section 2.2 will be equal to: (i) the number of Subscription Receipts authorized to be issued on the Record Date pursuant to the exercise conversion price of the Rights, minus Series D Preferred Stock and (ii) the number average closing price of Subscription Receipts subscribed the Common Stock on the Nasdaq SmallCap Market for the ten (10) trading days preceding the issuance of the Series E Preferred Stock; and taken up under (b) the Rights Offering by Series E Preferred Stock shall not be convertible into Common Stock (and shall not be entitled to vote with the Common Stock on matters submitted to a vote of the holders of Rights (including, for greater certainty and without limitation, pursuant the Common Stock) until such time as the Company's stockholders approve the conversion rights of the Series E Preferred Stock to the Additional Subscription Privilege and any Subscription Receipts subscribed for and taken up under the Rights Offering extent such approval is required by the Standby Purchasers rules of the Nasdaq SmallCap Market or any other national securities exchange or quotation system upon which the Substituted Standby PurchasersCommon Stock may be listed from time to time. The Company shall notify the Investors in writing within two (2) (such commitment referred to as business days of the “Standby Commitment”), receipt of any funds that would reduce the Commitment Amount; provided that the gross amount to Commitment Amount shall automatically be delivered reduced whether or not the Company provides such notice. The obligation of Quantum Industrial Partners LDC in trust pursuant to the Subscription Receipt Agreement as a result respect of the Rights Offering will Commitment Amount shall be U.S.$50,000,000 (limited to 96.83% of the “Offering entire Commitment Amount”) , and no more or less. No Standby Purchaser will the obligation of SFM Domestic Investments LLC shall be responsible or liable for any breach or default by any other Standby Purchaser limited to 3.17% of such Standby Purchaser’s obligations hereunderthe entire Commitment Amount.

Standby Commitment. Promptly following the last date upon which the Rights Offering is open for acceptance, but in any event no later than five business days following such date, the Company shall deliver a notice (the “Standby Notice”) to the Standby Purchaser specifying the number of Rights Shares that have been accepted pursuant to the Rights Offering and the number of Rights Shares not accepted pursuant to the Rights Offering that are subject to the Standby Commitment (the “Standby Shares”) and the aggregate purchase price payable by the Standby Purchaser for the Standby Shares. Subject to the fulfillment or waiver of the conditions set forth in Section 4 hereof, the Company shall sell and the Standby Purchaser shall purchase the Standby Shares at a price of $0.01 per share of Common Stock. The purchase and sale of the Standby Shares shall take place at the offices of Xxxxxxx Savage LLP, 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 on such date as the Company and the Standby Purchaser may agree upon (the “Standby Closing Date”); provided that the Standby Closing Date shall be no later than five business days following the date upon which the Standby Purchaser receives the Standby Notice. On the Standby Closing Date, the Company shall deliver to the Standby Purchaser one or more certificates representing the Standby Shares registered in accordance with the terms hereofname of the Standby Purchaser or its nominee. For purposes of expediting the checking and packaging of the certificates to be so delivered, the Company shall make such certificates available for inspection by the Standby Purchaser in New York, New York, not later than 5:00 p.m., New York time, on the business day prior to the Standby Closing Date. On or prior to the Standby Closing Date, the Standby Purchaser shall deliver the purchase price payable for the Standby Shares by certified check or by wire transfer of immediately available funds to the Company at the following account: ABA# Account# Name: Attention: In addition, each of the Company and the Standby Purchasers hereby severally Purchaser shall deliver all documents, instruments and not jointly agrees to purchase from PERC (or to cause writings required to be purchased from PERC delivered by one such party pursuant to this Agreement at or more of its Affiliates as the Standby Purchasers designate in a notice to PERC and that satisfies the Substituted Purchaser Conditions, in each case not less than two Business Days prior to the Standby Closing. On the Standby Closing Date (each such Affiliate referred to as a “Substituted the Standby Purchaser”))Shares will be validly issued, fully paid and PERC hereby agrees to sell non-assessable. The Company shall pay any documentary, stamp or similar issue or transfer taxes due upon the issuance and delivery of the Standby Shares to the Standby Purchasers or any Substituted Standby Purchasers, as the case may be, at the Subscription Price and on the Closing Date, all of the Subscription Receipts that were not otherwise subscribed for and taken up under the Rights Offering by holders of Rights prior to the Expiry Time (including pursuant to the Additional Subscription Privilege) (the “Standby Subscription Receipts”). In this regard each of the Standby Purchasers severally agrees to exercise its Basic Subscription Privilege in accordance with Section 6.1(f) and agrees to acquire the Standby Subscription Receipts in the proportion set forth opposite its name in Schedule B. The aggregate number of the Subscription Receipts to be purchased pursuant to this Section 2.2 will be equal to: (i) the number of Subscription Receipts authorized to be issued on the Record Date pursuant to the exercise of the Rights, minus (ii) the number of Subscription Receipts subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Subscription Receipts subscribed for and taken up under the Rights Offering by the Standby Purchasers or the Substituted Standby Purchasers) (such commitment referred to as the “Standby Commitment”), provided that the gross amount to be delivered in trust pursuant to the Subscription Receipt Agreement as a result of the Rights Offering will be U.S.$50,000,000 (the “Offering Amount”) and no more or less. No Standby Purchaser will be responsible or liable for any breach or default by any other Standby Purchaser of such Standby Purchaser’s obligations hereunder.

Standby Commitment. Subject (i) As soon as reasonably practical following the Expiry Date, Ceres shall provide written notice (the “Standby Notice”) to all Standby Purchasers of (i) the total number of Standby Shares and (ii) the number of Standby Shares to be purchased by each Standby Purchaser on the Closing Date, which shall be calculated by multiplying the total number of Standby Shares by their proportionate amounts of Subscription Commitment set out in accordance with Schedule B, subject to the terms hereoffollowing: (I) if the number of Standby Shares that would otherwise be allocated to Whitebox exceeds the Standby Share Cap, each then Whitebox or its Affiliates shall only be required to purchase that number of Standby Shares equal to the Standby Share Cap and any excess Standby Shares will be reallocated to the remaining Standby Purchasers in proportion to their respective Subscription Commitment; and (II) any reallocation required by Section 2.2(c) below. For greater certainty, notwithstanding anything else in this Agreement, under no circumstances shall (i) a Standby Purchaser be required to subscribe for Standby Purchaser Rights Offering Shares and Standby Shares in excess of its Subscription Commitment, or (ii) Whitebox or its Affiliates be required to subscribe for Standby Shares in excess of the Standby Purchasers hereby severally Share Cap. (ii) Prior to 5:00 p.m. on the date that is three Business Days after receipt of the Standby Notice (the “Subscription Time”), each Standby Purchaser or its Affiliate shall subscribe for and not jointly agrees provide the Subscription Price to Ceres in respect of such number of Standby Shares allocated to such Standby Purchaser as set out in the Standby Notice (the “Subscriptions”), subject to acceptance by Ceres. (iii) Subject to Section 2.2(d), Ceres shall accept all Subscriptions and each Standby Purchaser or one more of its Affiliates shall purchase from PERC (Ceres, and Ceres shall sell to each Standby Purchaser or to cause to be purchased from PERC by one or more of its Affiliates such number of Standby Shares allocated to such Standby Purchaser as set out in the Standby Purchasers designate in a notice to PERC and that satisfies the Substituted Purchaser Conditions, in each case not less than two Business Days prior to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchaser”)), and PERC hereby agrees to sell to the Standby Purchasers or any Substituted Standby Purchasers, as the case may be, at the Subscription Price and on the Closing Date, all of the Subscription Receipts that were not otherwise subscribed for and taken up under the Rights Offering by holders of Rights prior to the Expiry Time (including pursuant to the Additional Subscription Privilege) (the “Standby Subscription Receipts”). In this regard each of the Standby Purchasers severally agrees to exercise its Basic Subscription Privilege in accordance with Section 6.1(f) and agrees to acquire the Standby Subscription Receipts in the proportion set forth opposite its name in Schedule B. The aggregate number of the Subscription Receipts to be purchased pursuant to this Section 2.2 will be equal to: (i) the number of Subscription Receipts authorized to be issued on the Record Date pursuant to the exercise of the Rights, minus (ii) the number of Subscription Receipts subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Subscription Receipts subscribed for and taken up under the Rights Offering by the Standby Purchasers or the Substituted Standby Purchasers) (such commitment referred to as the “Standby Commitment”), provided that the gross amount to be delivered in trust pursuant to the Subscription Receipt Agreement as a result of the Rights Offering will be U.S.$50,000,000 (the “Offering Amount”) and no more or less. No Standby Purchaser will be responsible or liable for any breach or default by any other Standby Purchaser of such Standby Purchaser’s obligations hereunderNotice.

Standby Commitment. Subject to and in accordance with the terms hereof, each (a) Each of the Standby Purchasers hereby severally and not jointly agrees to purchase from PERC (or to cause to be purchased from PERC by one or more of its Affiliates as the Standby Purchasers designate in a notice to PERC and that satisfies the Substituted Purchaser Conditionsthat, in each case not less than two Business Days prior to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchaser”)), and PERC hereby agrees to sell to the Standby Purchasers or any Substituted Standby Purchasers, as the case may be, at the Subscription Price and on the Closing Date, all extent that 2,400,000 shares of the Subscription Receipts that were Common Stock are not otherwise subscribed for and taken up under purchased in the Rights Offering by holders of Rights prior Offering, and subject to the Expiry Time (including pursuant to terms and conditions hereof, it will purchase from the Additional Subscription Privilege) Company for cash at the Offering Price the number of shares of Common Stock (the “Standby Subscription ReceiptsShares” and together with the Basic Shares, the “Shares”) equal to its Pro Rata Portion (as defined below) of the difference between 2,400,000 shares of Common Stock and the aggregate number of shares of Common Stock subscribed for and purchased in the Rights Offering (the “Standby Commitment” and together with the Basic Commitment, the “Commitment”). (b) To the extent that any Purchaser defaults (a “Defaulting Purchaser”) in the performance of its Standby Commitment hereunder, each other Purchaser shall have the right to purchase from the Company, in such Purchaser’s sole discretion and subject to the terms and conditions hereof, for cash at the Offering Price an amount of shares of Common Stock up to its Non-Defaulting Pro Rata Portion (as defined below) of all the shares of Common Stock that such Defaulting Purchaser would have been obligated to purchase pursuant to its Standby Commitment hereunder but did not purchase (the “Defaulted Shares”). In this regard each The Company shall provide written notice to the non-Defaulting Purchasers of the Standby Purchasers severally agrees amount of Defaulted Shares within 2 business days following the failure of the Defaulting Purchaser to exercise purchase the Defaulted Shares pursuant to the terms and conditions hereof. Each Purchaser shall have the right to purchase up to its Basic Subscription Privilege in accordance with Section 6.1(f) and agrees Non-Defaulting Pro Rata Portion of such Defaulted Shares at the Offering Price by providing written notice to acquire the Standby Subscription Receipts in Company within 2 business days of receipt of notice of Defaulted Shares by the proportion set forth opposite its name in Schedule B. The aggregate Company specifying the number of the Subscription Receipts Defaulted Shares it elects to be purchased purchase pursuant to this Section 2.2 will be equal to: 2(b). The closing of any such sale to a non-Defaulting Purchaser shall occur two business days after the Company’s receipt of such notice from such non-Defaulting Purchaser. (ic) As used in a provision herein, a Purchaser’s “Pro Rata Portion” shall mean the percentage of the Standby Shares set forth opposite each Purchaser’s name in Schedule A hereto. As used in a provision herein, a Purchaser’s “Non-Defaulting Pro Rata Portion” shall mean the quotient determined by dividing the Pro Rata Portion of such Non-Defaulting Investor by the aggregate Pro Rata Portions owned by all Non-Defaulting Investors electing to exercise their Default Purchase Right. In each case, the number of Subscription Receipts authorized shares of Common Stock constituting a Purchaser’s Pro Rata Portion shall be rounded to the nearest whole share and shall otherwise be equitably adjusted for fractional shares such that the total number of shares to be issued on by the Record Date Company pursuant to the exercise Rights Offering and the Standby Commitment, assuming full performance of the Rights, minus (ii) the number of Subscription Receipts subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Subscription Receipts subscribed for and taken up under the Rights Offering Standby Commitment by the Standby Purchasers or the Substituted Standby Purchasers) (such commitment referred to as the “Standby Commitment”), provided that the gross amount to be delivered in trust pursuant to the Subscription Receipt Agreement as a result of the Rights Offering will be U.S.$50,000,000 (the “Offering Amount”) and no more or less. No Standby Purchaser will be responsible or liable for any breach or default by any other Standby Purchaser of such Standby Purchaser’s obligations hereunderis 2,400,000.

Standby Commitment. Subject The undersigned who enters into this Standby Purchase Agreement shall be referred to herein as the “Standby Purchaser”. Pursuant to the Standby Purchase Agreement the undersigned hereby agrees, to exercise one Right for every common share of the Corporation held, directly or indirectly, as at the date hereof or to purchase shares pursuant to the Rights Offering (the “Basic Rights Exercise”). The undersigned also hereby agrees to pay to the Corporation the funds set forth beneath its signature below (the “Commitment Amount”). The Commitment Amount shall be allocated by the Corporation in the manner set forth below. Following the exercise of the Basic Subscription Rights and in accordance with Additional Subscription Privileges, the terms hereof, each of Corporation has the right to cause the Standby Purchasers hereby severally and not jointly agrees to purchase from PERC (or to cause to be purchased from PERC by one or more of its Affiliates as the Standby Purchasers designate in a notice to PERC and that satisfies the Substituted Purchaser Conditions, in each case not less than two Business Days prior to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchaser”)), and PERC hereby agrees to sell to the Standby Purchasers or any Substituted Standby Purchasers, as the case may bepurchase, at the Subscription Price and on the Closing DatePrice, all that number of common shares of the Subscription Receipts that were not otherwise subscribed for and taken up under the Rights Offering by holders of Rights prior Corporation resulting in aggregate subscription proceeds to the Expiry Time (including pursuant Corporation equal to the Additional Subscription Privilege) (the “Standby Subscription Receipts”). In this regard each of the Standby Purchasers severally agrees to exercise its Basic Subscription Privilege in accordance with Section 6.1(f) and agrees to acquire the Standby Subscription Receipts in the proportion set forth opposite its name in Schedule B. The aggregate number of the Subscription Receipts to be purchased pursuant to this Section 2.2 will be equal to: difference between (i) the number of Subscription Receipts authorized to be issued on proceeds received by the Record Date pursuant to Corporation in connection with the exercise of the Rights, minus all Basic Subscription Rights and all Additional Subscription Privileges; and (ii) the number of Subscription Receipts subscribed for and taken up under the Rights Offering by holders of Rights CA$3,000,000 (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Subscription Receipts subscribed for and taken up under the Rights Offering by the Standby Purchasers or the Substituted Standby Purchasers) (such commitment referred to as the “Standby Commitment”). A proportion of the Aggregate Cash Commitment shall be used to satisfy the Standby Commitment. Following the satisfaction of the Standby Commitment, provided that the gross amount remainder of the Commitment Amount shall be used to be delivered purchase units pursuant to a private placement described in trust Exhibit “1” hereto (the “Private Placement”). Based on the above understanding, the undersigned specifically hereby agrees to complete the Basic Rights Exercise, and/or purchase common shares pursuant to the Subscription Receipt Agreement as Rights Offering and the undersigned specifically hereby commits to pay to the Corporation the Commitment Amount set out beneath its signature below. Within a result reasonable time following approval of the final prospectus for the Rights Offering by the Alberta Securities Commission and the issuance of final receipt, the undersigned shall pay to Pxxxxx XxXxxx llp, in trust, the funds required to complete the undersigned’s Basic Rights Exercise (including share purchase) (such amount being set forth beneath its signature below (the “Basic Rights Exercise Price”) and the full Commitment Amount. The Corporation shall provide the appropriate account information to the undersigned upon the undersigned’s request. Funds deposited in trust shall only be released to the Corporation upon a closing of the Rights Offering will be U.S.$50,000,000 (the date upon which such closing occurs being hereafter referred to as the “Offering AmountClosing Date”). The undersigned hereby agrees to complete and execute the Rights Certificate in accordance with the instructions of the Corporation in order to effect the Basic Rights Exercise (including share purchase) and no more or less. No Standby Purchaser will agrees to provide to the Corporation and to Pxxxxx XxXxxx llp such additional documentation as may be responsible or liable for any breach or default by any other Standby Purchaser of such Standby Purchaser’s reasonably required to expeditiously fulfill its obligations hereunder.

Standby Commitment. Subject 3.1 Upon and subject to the terms and conditions of this Agreement, 22NW hereby agrees that, in addition to the exercise in full of its Basic Subscription Privilege, if less than all the Rights Shares are subscribed for under the Rights Offering, it or its Permitted Assignee(s) in accordance with the terms hereof, each of the Standby Purchasers hereby severally Section 9.8 will subscribe for and not jointly agrees to purchase from PERC (or to cause to be purchased from PERC by one or more of its Affiliates as the Standby Purchasers designate in a notice to PERC and that satisfies the Substituted Purchaser Conditions, in each case not less than two Business Days prior to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchaser”))DIRTT, and PERC DIRTT hereby agrees to issue and sell to the Standby Purchasers 22NW or any Substituted Standby Purchasers, as the case may beits Permitted Assignee(s), at the Subscription Price and on the Closing DatePrice, 50% of all of the Subscription Receipts Rights Shares that were not otherwise subscribed remain unsubscribed for and taken up under the Rights Offering by holders of the Rights prior to other than the Expiry Time Standby Purchasers following the Basic Subscription Privilege and the Over-Subscription Privilege (including pursuant to such portion of unsubscribed Rights Shares being the Additional Subscription Privilege“22NW Standby Shares”) (the “Standby Subscription Receipts”). In this regard each of the Standby Purchasers severally agrees to exercise its Basic Subscription Privilege in accordance with Section 6.1(f) and agrees to acquire the Standby Subscription Receipts in the proportion set forth opposite its name in Schedule B. The aggregate number of the Subscription Receipts to be purchased pursuant to this Section 2.2 will be equal to: (i) the number of Subscription Receipts authorized to be issued on the Record Date pursuant to the exercise of the Rights, minus (ii) the number of Subscription Receipts subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Subscription Receipts subscribed for and taken up under the Rights Offering by the Standby Purchasers or the Substituted Standby Purchasers) (such commitment referred to as the “22NW Standby Commitment”), provided that the gross amount to be delivered in trust aggregate subscription price of the Rights Shares purchased pursuant to the 22NW Standby Commitment (including those acquired under 22NW’s Basic Subscription Receipt Privilege and Over-Subscription Privilege, if any) shall not exceed C$15,000,000. 3.2 Upon and subject to the terms and conditions of this Agreement, 726 hereby agrees that, in addition to the exercise in full of its Basic Subscription Privilege, if less than all the Rights Shares are subscribed for under the Rights Offering, it or its Permitted Assignee(s) in accordance with Section 9.8 will subscribe for and purchase from DIRTT, and DIRTT hereby agrees to issue and sell to 726 or its Permitted Assignee(s), at the Subscription Price, 50% of all Rights Shares that remain unsubscribed for by holders of the Rights other than the Standby Purchasers following the Basic Subscription Privilege and the Over-Subscription Privilege (such portion of unsubscribed Rights Shares being the “726 Standby Shares” and together with the 22NW Standby Shares, the “Standby Shares”) (the “726 Standby Commitment” and together with the 22NW Standby Commitment, the “Standby Commitments”), provided that the aggregate subscription price of the Rights Shares purchased pursuant to the 726 Standby Commitment (including those acquired under 726’s Basic Subscription Privilege and Over-Subscription Privilege, if any) shall not exceed C$15,000,000. 3.3 Each Standby Purchaser or its Permitted Assignee(s) shall: (a) first, subscribe for all of such number of Rights Shares which (i) such Standby Purchaser; and (ii) any of its Permitted Assignee(s), are entitled to purchase under the Basic Subscription Privilege attached to any Rights held by such Standby Purchaser or any of its Permitted Assignee(s); (b) second, subscribe for such additional number of Rights Shares under the Over-Subscription Privilege as determined by such Standby Purchaser, in its sole discretion; (c) third, purchase such number of Standby Shares as is required under its respective Standby Commitment; (d) fourth, in the event the other Standby Purchaser purchases Rights Shares having an aggregate subscription price of C$15,000,000 pursuant to subsections 3.3(a) – 3.3(c), subscribe for such number of Rights Shares as is necessary so that the aggregate gross proceeds to DIRTT pursuant to the Rights Offering is C$30,000,000, provided that the aggregate subscription price of the Rights Shares purchased by each of 726 or 22NW and its respective Permitted Assignee(s) pursuant subsections 3.3(a) – 3.3(d) shall not exceed C$15,000,000 in the aggregate; and (e) fifth, have the right, but not the obligation, in its sole discretion, to purchase such number of Standby Shares for which such Standby Purchaser exercises its additional right to purchase in lieu of a defaulting or terminating Standby Purchaser under Section 3.5. 3.4 In furtherance of the Standby Commitments, each Standby Purchaser agrees not to transfer any of its Rights except as permitted in Section 9.8. Notwithstanding the foregoing, each Standby Purchaser shall be entitled to, in its sole discretion, purchase additional Rights, including through the facilities of the TSX, in accordance with Applicable Securities Laws and the Company’s policies and procedures. 3.5 In the event that a Standby Purchaser either defaults on its obligations pursuant to Section 3.1 or 3.2, as applicable, or terminates its obligations under this Agreement as pursuant to Section 8.2, then the other Standby Purchaser, or its Permitted Assignee(s), shall have the right, but not the obligation, in its sole discretion, to fulfill some or all of the Standby Commitment of the defaulting or terminating Standby Purchaser. DIRTT cannot obligate any other Standby Purchaser, or its Permitted Assignee(s), to exercise the Standby Commitment of the defaulting or terminating Standby Purchaser, and no Standby Purchaser, or its Permitted Assignee(s), will be liable to DIRTT with respect to a result default by another Standby Purchaser. Nevertheless, if a Standby Purchaser fails to purchase the Standby Shares that it is obligated to purchase under this Agreement, and if some of those Standby Shares remain unpurchased after giving effect to Section 3.3 (including, without limitation, the obligation of the other Standby Purchaser to purchase up to C$15,000,000 of Standby Shares), then the other Standby Purchaser, or its Permitted Assignee(s), shall have the right, but not the obligation, in its sole discretion, to purchase some or all of the remaining Standby Shares. This additional right must be exercised by notice and payment to DIRTT within 24 hours after notice from DIRTT of the availability of unpurchased Standby Shares. 3.6 The exercise price per Rights Share applicable under the Rights Offering will be U.S.$50,000,000 the Subscription Price. 3.7 The obligation of each Standby Purchaser to complete the Closing (as defined below) shall be subject to the “fulfilment, or the waiver by such Standby Purchaser, of the following conditions, each of which is for the exclusive benefit of such Standby Purchaser and may be waived by such Standby Purchaser at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it might have: (a) all documents to be delivered to such Standby Purchaser hereunder at or prior to the Closing, including the Rights Offering Amount”Documents, will have been so delivered and will be in form and substance satisfactory to such Standby Purchaser, acting reasonably; (b) the representations and warranties of DIRTT contained herein shall be true and correct as of the Closing as if made as of such time after giving effect to the transaction contemplated herein and in the Rights Offering Notice and the Rights Offering Circular and to the exercise of all or any part of the Rights; (c) DIRTT shall have duly fulfilled and complied with all of its covenants contained herein to the extent that the same are required to be fulfilled or complied with at or prior to the Closing and the Rights Offering shall have been conducted in all material respects in accordance with this Agreement; (d) DIRTT will have made and/or obtained all necessary filings, approvals, orders, rulings and consents pursuant to Applicable Securities Laws in connection with the Rights Offering and the purchase of Rights Shares by such Standby Purchaser pursuant to this Agreement, provided, however, that DIRTT may choose to exclude any state of the United States from the Rights Offering in accordance with Applicable Securities Laws if it reasonably determines that the Rights Offering in that state would impose undue burdens on DIRTT or would unreasonably delay the Rights Offering, except if such exclusion would prevent either Standby Purchaser from performing its obligations under this Agreement; (e) the Registration Statement on Form S-1 (File No. 333-275172) of DIRTT shall have been declared effective by the SEC and shall continue to be effective and no more stop order shall have been entered by the SEC with respect thereto, and no proceedings therefore will have been initiated or, to the knowledge of DIRTT, threatened by the SEC, and any request on the part of the SEC for additional information will have been complied with; (f) as of the Closing Date, the Rights Shares shall be listed on the TSX; (g) there shall not have occurred a Material Adverse Effect since the date hereof; and (h) no (i) order issued by any governmental or less. No regulatory authority or body and no statute, rule, regulation or executive order promulgated or enacted by the Canadian or United States government or any other governmental authority shall be in effect which, or (ii) action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency wherein an unfavourable judgment, order, decree, stipulation, injunction, or charge which, would (x) prevent consummation of, or render unenforceable any obligation to consummate, any of the transactions contemplated by this Agreement or the Rights Offering or (y) cause any of the transactions contemplated by this Agreement or the Rights Offering to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect). 3.8 Each Standby Purchaser will be responsible fully and finally released from their obligations to complete the Closing if: (a) one or liable for any more of the conditions precedent to the Closing as set forth in Section 3.7 of this Agreement have not been satisfied, or waived by such Standby Purchaser; or (b) DIRTT fails to complete the Closing other than because of a breach or default by any other the Standby Purchaser of such Standby Purchaser’s obligations hereunderits representations, warranties or covenants in this Agreement.

Standby Commitment. Subject The Investors hereby irrevocably agree, severally but not jointly, that they shall provide the Company up to and in accordance with an aggregate of one million dollars ($1,000,000) (the terms hereof"Commitment Amount"). The Commitment Amount may be drawn by the Company, each at its option (as determined by the disinterested members of the Standby Purchasers hereby severally and not jointly agrees Board of Directors of the Company) at any time prior to purchase from PERC (or to cause to be purchased from PERC by January 1, 2004 in one or more tranches; provided, however, that the Company may draw from the Commitment Amount only at such time as its total cash balances are less than one million dollars ($1,000,000); and provided, further, that the Commitment Amount shall be reduced by the gross cash proceeds received by the Company or any of its Affiliates as subsidiaries from the Standby Purchasers designate issuance after the date hereof of any equity or convertible securities, excluding the issuance of equity or convertible securities in a notice connection with: (1) financing provided by the Investors pursuant to PERC this Agreement, (2) any trade payables and that satisfies other financing arrangements entered into in the Substituted Purchaser Conditions, in each case not less than two Business Days prior ordinary course of business and (3) any financing or credit accommodations received by the Company pursuant to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchaser”))Financing Agreement, dated March 30, 2001, between the Company and PERC hereby agrees to sell to the Standby Purchasers or any Substituted Standby PurchasersRosenthal & Rosenthal, Inc., as the case same may bebe amended or xxxxxxxxxted xxxx xxxe to time. Any and all draws against the Commitment Amount shall be effected through the purchase of newly-designated shares of Series E Convertible Preferred Stock ("Series E Preferred Stock") on terms and conditions substantially identical to those set forth herein, at with the Subscription Price and on Series E Preferred Stock having rights substantially identical to the Closing Date, all Series D Preferred Stock except that: (a) the conversion price of the Subscription Receipts that were not otherwise subscribed for and taken up under Series E Preferred Stock shall be the Rights Offering by holders lower of Rights prior to the Expiry Time (including pursuant to the Additional Subscription Privilege) (the “Standby Subscription Receipts”). In this regard each of the Standby Purchasers severally agrees to exercise its Basic Subscription Privilege in accordance with Section 6.1(f) and agrees to acquire the Standby Subscription Receipts in the proportion set forth opposite its name in Schedule B. The aggregate number of the Subscription Receipts to be purchased pursuant to this Section 2.2 will be equal to: (i) the number of Subscription Receipts authorized to be issued on the Record Date pursuant to the exercise conversion price of the Rights, minus Series D Preferred Stock and (ii) the number average closing price of Subscription Receipts subscribed the Common Stock on the Nasdaq SmallCap Market for the ten (10) trading days preceding the issuance of the Series E Preferred Stock; and taken up under (b) the Rights Offering by Series E Preferred Stock shall not be convertible into Common Stock (and shall not be entitled to vote with the Common Stock on matters submitted to a vote of the holders of Rights (including, for greater certainty and without limitation, pursuant the Common Stock) until such time as the Company's stockholders approve the conversion rights of the Series E Preferred Stock to the Additional Subscription Privilege and any Subscription Receipts subscribed for and taken up under the Rights Offering extent such approval is required by the Standby Purchasers rules of the Nasdaq SmallCap Market or any other national securities exchange or quotation system upon which the Substituted Standby PurchasersCommon Stock may be listed from time to time. The Company shall notify the Investors in writing within two (2) (such commitment referred to as business days of the “Standby Commitment”), receipt of any funds that would reduce the Commitment Amount; provided that the gross amount to Commitment Amount shall automatically be delivered reduced whether or not the Company provides such notice. The obligation of Quantum Industrial Partners LDC in trust pursuant to the Subscription Receipt Agreement as a result respect of the Rights Offering will Commitment Amount shall be U.S.$50,000,000 (limited to 96.83% of the “Offering entire Commitment Amount”) , and no more or less. No Standby Purchaser will the obligation of SFM Domestic Investments LLC shall be responsible or liable for any breach or default by any other Standby Purchaser limited to 3.17% of such Standby Purchaser’s obligations hereunderthe entire Commitment Amount.

Standby Commitment. Subject to and in accordance with the terms hereof, each of Under the Standby Purchasers hereby severally and not jointly agrees to purchase from PERC (or to cause to be purchased from PERC by one or more of its Affiliates as Purchase Agreement, the Standby Purchasers designate in a notice Purchaser has agreed to PERC and that satisfies the Substituted Purchaser Conditions, in each case not less than two Business Days prior to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchaser”)), and PERC hereby agrees to sell to the Standby Purchasers or any Substituted Standby Purchasers, as the case may bepurchase, at the Subscription Price Price, as principal and on not with a view to resale or distribution, Standby Shares equal to the Closing Datelesser of: (A) the number of Common Shares available under the Maximum Investment and (B) the results of (x) minus (y), all where: (x) equals the number of Common Shares determined by dividing US$60,000,000 by the Subscription Receipts that were not otherwise Price; and (y) equals the number of Common Shares subscribed for and taken up under the Rights Offering by holders of Rights, including the Standby Purchaser, pursuant to the Basic Subscription Privilege and Additional Subscription Privilege. The Standby Purchaser is not engaged as an underwriter in connection with the Rights Offering and has not been involved in the preparation of, or performed any review of, this prospectus in the capacity of an underwriter. The Standby Purchase Agreement may be terminated by the Standby Purchaser prior to the Expiry Time (including pursuant to the Additional Subscription Privilege) (the “Standby Subscription Receipts”)in certain circumstances. In this regard each consideration of the agreement of the Standby Purchasers severally agrees Purchaser to exercise its Basic Subscription Privilege in accordance with Section 6.1(f) and agrees to acquire purchase the Standby Subscription Receipts Shares as provided in the proportion set forth opposite its name in Schedule B. The aggregate number Standby Purchase Agreement, the Standby Purchaser will be entitled to a fee equal to 2.00% of the Subscription Receipts to be purchased pursuant to this Section 2.2 will be equal to: (i) the number of Subscription Receipts authorized to be issued on the Record Date pursuant Maximum Investment, being US$1,061,263, payable in cash in immediately available funds by wire transfer to the exercise of the Rights, minus (ii) the number of Subscription Receipts subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Subscription Receipts subscribed for and taken up under the Rights Offering account designated by the Standby Purchasers or Purchaser, upon closing of the Substituted Rights Offering. See “STANDBY COMMITMENT”. The Company and the Standby Purchasers) (such commitment referred Purchaser have agreed to as the “Standby Commitment”), provided that the gross amount to be delivered enter into certain corporate governance arrangements in trust pursuant to the Subscription Receipt Agreement as a result connection with any closing of the Rights Offering will be U.S.$50,000,000 (under which, effective January 1, 2014, the “Offering Amount”) and no more or less. No Standby Purchaser will be responsible or liable for any breach or default by any other may appoint that number of the directors of the Company which is proportionate to the Standby Purchaser's holdings of issued and outstanding common shares (on a fully diluted basis) relative to all the issued and outstanding common shares (on a fully diluted basis) subject to certain limitations including that the Standby Purchaser may not appoint more than 49% (rounding down) of such Standby Purchaser’s obligations hereunderthe directors to the Board.