DATED AS OF August 2, 2024 BETWEEN DIRTT ENVIRONMENTAL SOLUTIONS LTD. AND COMPUTERSHARE TRUST COMPANY OF CANADA AS RIGHTS AGENT (AMENDING AND RESTATING THE SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MARCH 22, 2024)Shareholder Rights Plan Agreement • August 2nd, 2024 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT is made as of August 2, 2024 between DIRTT Environmental Solutions Ltd. (the "Corporation"), a corporation amalgamated under the laws of the Province of Alberta, and Computershare Trust Company of Canada, a trust company continued under the laws of Canada and registered to carry on business in all provinces of Canada (the "Rights Agent") and amends and restates the Original Agreement (as defined below).
DIRTT ENVIRONMENTAL SOLUTIONS LTD., As Issuer COMPUTERSHARE TRUST COMPANY OF CANADA, As Canadian Trustee and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, As U.S. Trustee Indenture Dated as of January 25, 2021 Debt SecuritiesIndenture • January 29th, 2021 • Dirtt Environmental Solutions LTD • Services-prepackaged software • New York
INDENTURE dated as of January 25, 2021, between DIRTT Environmental Solutions Ltd., a corporation duly incorporated under the laws of Alberta, Canada (the “Company”), Computershare Trust Company of Canada, a trust company organized under the laws of Canada (the “Canadian Trustee”), and Computershare Trust Company, National Association, a national banking association organized under the laws of the United States (the “U.S. Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • November 9th, 2023 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
The Indemnified Party serves as a director and/or officer of the Corporation or the Indemnified Party is a former director or officer of the Corporation or acts or has acted at the Corporation’s request as a director, officer or similar capacity of any subsidiary or affiliate of the Corporation or any entity of which the Corporation is or was a shareholder, partner, member or creditor (each an “Entity”);
EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2022 • Dirtt Environmental Solutions LTD • Services-prepackaged software
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]. THIRD...Loan Agreement • February 21st, 2024 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
WHEREAS the Borrowers and the Lender entered into that certain Loan Agreement dated as of February 12, 2021 (as amended pursuant to a First Amendment and Consent dated November 15, 2021, the Second Amendment to Loan Agreement dated February 9, 2023 (the “Second Amendment”), and as may be further amended, restated, supplemented, revised, replaced or otherwise modified from time to time, the “Existing Loan Agreement”);
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 20th, 2019 • Dirtt Environmental Solutions LTD • Services-prepackaged software
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]....Lease Agreement • May 6th, 2020 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Colorado
This Lease Agreement (this “Lease”) is entered into as of the Lease Date between Landlord and Tenant (as each such term is defined in the Basic Lease Information).
INDEMNITY AGREEMENTIndemnity Agreement • May 8th, 2024 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
The Indemnified Party serves as a director and/or officer of the Corporation or the Indemnified Party is a former director or officer of the Corporation or acts or has acted at the Corporation’s request as a director, officer or similar capacity of any subsidiary or affiliate of the Corporation or any entity of which the Corporation is or was a shareholder, partner, member or creditor (each an “Entity”);
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 20th, 2019 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2021 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
INDEMNITY AGREEMENTIndemnification Agreement • September 20th, 2019 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
NOW THEREFORE, IN CONSIDERATION OF the promises and mutual covenants herein contained and other good and valuable consideration, and in consideration of the sum of One Dollar ($1.00) paid by the Indemnified Party to the Corporation, the receipt and sufficiency of which is hereby acknowledged, and the Indemnified Party acting as a director or officer of the Corporation or in similar capacity at the Corporation’s request, the Corporation and the Indemnified Party do hereby covenant and agree as follows:
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • March 21st, 2023 • Dirtt Environmental Solutions LTD • Services-prepackaged software
The Company has agreed to reimburse the 22NW Group collectively in the amount of $1,559,898 for legal fees and other expenses incurred by the 22NW Group in connection with the contested director election at the annual and special meeting of shareholders of the Company held on April 26, 2022 (the “Meeting”);
SECOND AMENDMENT TO LEASELease Agreement • July 29th, 2020 • Dirtt Environmental Solutions LTD • Services-prepackaged software
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made as of the 6th day of July, 2020 (the “Effective Date”), by and between SP ROCK HILL LEGACY EAST #1, LLC, an Indiana limited liability company (“Landlord”), and DIRTT ENVIRONMENTAL SOLUTIONS, INC., a Colorado corporation (“Tenant”).
Support and Standstill AgreementSupport and Standstill Agreement • March 25th, 2024 • Dirtt Environmental Solutions LTD • Services-prepackaged software
To confirm the proposal we have communicated today to representatives of DIRTT Environmental Solutions Ltd. (“DIRTT”), 22NW Fund, LP (“22NW”) is providing this binding set of terms to DIRTT’s board of directors (the “Board”) in furtherance of entering into a subsequent detailed support and standstill agreement regarding these matters (the “Definitive Agreement”). The Definitive Agreement would contain the following:
DIRTT ENVIRONMENTAL SOLUTIONS LTD. LONG TERM INCENTIVE PLAN FORM OF OPTION AWARD AGREEMENTOption Award Agreement • May 26th, 2020 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
DIRTT Environmental Solutions Ltd. (the “Corporation”), has granted to the individual listed below (the “Participant”) an Award in the form of Options pursuant to the DIRTT Environmental Solutions Ltd. Long Term Incentive Plan (as amended and/or restated from time to time, the “Plan”). Each Option represents an option to acquire a common share of the Corporation (a “Share”), at the time, in the manner, and subject to the terms contained herein (which includes, for Participants who are U.S. Participants, the additional terms and conditions provided under Exhibit A hereto). By electronically accepting this Award Agreement through his or her Shareworks account with Morgan Stanley, the Participant is deemed to have accepted the terms and conditions of the Plan and this Award Agreement.
SETTLEMENT AGREEMENTSettlement Agreement • September 20th, 2019 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
This settlement agreement (the “Agreement”) is made by and between DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”), and Iron Compass LLC and Iron Compass GP, LLC, on behalf of and for the account of Iron Compass Partners LP and Iron Compass North Partners LP (collectively, “Iron Compass”), who have each agreed to be bound by this Agreement (all of the foregoing, the “Parties”).
INDEMNITY AGREEMENTIndemnification & Liability • March 23rd, 2021 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
NOW THEREFORE, IN CONSIDERATION OF the promises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the Indemnified Party acting as a director or officer of the Corporation or, at the Corporation’s request, as a director, officer or similar capacity of an Entity, the Corporation and the Indemnified Party do hereby covenant and agree as follows:
SECOND SUPPLEMENTAL INDENTURE by and among DIRTT ENVIRONMENTAL SOLUTIONS LTD. and COMPUTERSHARE TRUST COMPANY OF CANADA as Canadian Trustee COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION as U.S. Trustee Dated as of December 1, 2021 Supplementing...Second Supplemental Indenture • December 1st, 2021 • Dirtt Environmental Solutions LTD • Services-prepackaged software • New York
THIS SECOND SUPPLEMENTAL INDENTURE dated as of December 1, 2021 (this “Supplemental Indenture”), is entered into among DIRTT Environmental Solutions Ltd., an Alberta corporation (the “Company”), Computershare Trust Company of Canada, a trust company organized under the laws of Canada (the “Canadian Trustee”), and Computershare Trust Company, National Association, a national banking association organized under the laws of the United States (the “U.S. Trustee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Indenture for Debt Securities dated as of January 25, 2021, by and among the Company, the Canadian Trustee and the U.S. Trustee (the “Original Indenture”).
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • November 21st, 2023 • Dirtt Environmental Solutions LTD • Services-prepackaged software
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • February 26th, 2020 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
SUPPORT AND STANDSTILL AGREEMENTSupport and Standstill Agreement • March 25th, 2024 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
THIS SUPPORT AND STANDSTILL AGREEMENT dated this 22nd day of March, 2024 (this “Agreement”), is made by and between 22NW Fund, LP, a limited partnership existing under the laws of Delaware (the “Shareholder”) and DIRTT Environmental Solutions Ltd., a corporation existing under the laws of Alberta (“DIRTT”).
SUBSCRIPTION AGREEMENT FOR COMMON SHARESSubscription Agreement • November 18th, 2022 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
The undersigned (hereinafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase such number of common shares (“Shares”) in the capital of the Corporation that is equal to the aggregate subscription amount set forth below, as may be adjusted in accordance with this Subscription Agreement (the “Aggregate Subscription Amount”), divided by the Subscription Price (as defined herein), upon and subject to the terms and conditions set forth in “Terms and Conditions of Subscription for Shares of DIRTT Environmental Solutions Ltd.” attached hereto (together with this page and the attached Exhibits, the “Subscription Agreement”). In addition to this face page, the Subscriber must also complete Exhibit 1 attached hereto.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***].Credit Agreement • July 29th, 2020 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
This letter agreement (this “Letter Agreement”) is written in connection with the credit agreement dated as of July 19, 2019 as amended by a first amending agreement dated March 4, 2020 (as so amended, the “Original Credit Agreement”), pursuant to which the Lender agreed to make certain credit facilities available to the Borrower on and subject to the terms and conditions set out therein. The Borrower, the Guarantor and the Lender have agreed to enter into this Letter Agreement to amend the Original Credit Agreement as provided for in this Letter Agreement (the Original Credit Agreement as amended by this Letter Agreement, the “Credit Agreement”). Capitalized terms used and not otherwise defined in this Letter Agreement have the meanings given to them in the Credit Agreement.
ContractConsulting Agreement • September 20th, 2019 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
This Agreement shall commence on June 24, 2018 and continue to be in effect until the earlier of (i) the date on which a permanent Chief Executive Officer (“CEO”) commences employment and (ii) a change of control of the Company, unless sooner terminated in accordance with the provisions herein. For the purposes of this Agreement, a change of control means the acquisition by any person or persons, acting jointly or in concert, whether directly or indirectly, of voting securities of the Company which together with all other voting securities of the Company held by such persons, constitute, in the aggregate, fifty percent (50%) or more of the votes attached to all outstanding voting securities of the Company.
SIXTH AMENDMENT OF LEASELease Agreement • February 21st, 2024 • Dirtt Environmental Solutions LTD • Services-prepackaged software
LEASELease • November 7th, 2019 • Dirtt Environmental Solutions LTD • Services-prepackaged software • South Carolina
As a result, and in furtherance of the example set forth above, if the Expansion Cost is determined to be $5,000,000, then the initial annual Base Rent for the Expansion Space would be:
DIRTT ENVIRONMENTAL SOLUTIONS LTD. LONG TERM INCENTIVE PLAN FORM OF PERFORMANCE-BASED RESTRICTED SHARE UNIT AWARD AGREEMENTPerformance-Based Restricted Share Unit Award Agreement • May 26th, 2020 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
DIRTT Environmental Solutions Ltd. (the “Corporation”), has granted to the individual listed below (the (“Participant”) an Award in the form of Restricted Share Units pursuant to the DIRTT Environmental Solutions Ltd. Long Term Incentive Plan (as amended and/or restated from time to time, the “Plan”). Each Restricted Share Unit represents the future conditional right of the Participant to receive a cash payment equal to the Fair Market Value of a common share of the Corporation (a “Share”) calculated at the date of such payment, or, at the Corporation’s and Employer’s sole discretion, its equivalent in Shares (or a combination of cash and Shares), at the time, in the manner, and subject to the terms contained herein (which includes, for Participants who are U.S. Participants, the additional terms and conditions provided under Exhibit A hereto). By electronically accepting this Award Agreement through his or her Shareworks account with Morgan Stanley, the Participant is deemed to have a
FIRST AMENDING AGREEMENT Between DIRTT ENVIRONMENTAL SOLUTIONS LTD., as Borrower - and - DIRTT ENVIRONMENTAL SOLUTIONS INC., as Guarantor - and - ROYAL BANK OF CANADA, as Lender DATED AS OF MARCH 4, 2020First Amending Agreement • July 29th, 2020 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
WHEREAS, the Borrower, the Guarantor and the Lender entered into a credit agreement dated as of July 19, 2019 (the “Original Credit Agreement”), pursuant to which the Lender agreed to make certain credit facilities available to the Borrower on and subject to the terms and conditions set out therein;
RETENTION BONUS AGREEMENTRetention Bonus Agreement • September 20th, 2019 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
This retention bonus agreement (the “Agreement”) is made and entered into by and between Geoff Gosling (the “Employee”) and DIRTT Environmental Solutions Ltd. (hereinafter “DIRTT” or the “Corporation”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • February 26th, 2020 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
AND WHEREAS while Gosling and DIRTT do not agree on the compensation that Gosling is entitled to pursuant to the Employment Agreement (as defined below) or common law, DIRTT has agreed to provide Gosling significant consideration as described herein;
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 20th, 2019 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
RETENTION BONUS AGREEMENTRetention Bonus Agreement • September 20th, 2019 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
This retention bonus agreement (the “Agreement”) is made and entered into by and between Mogens Smed (the “Employee”) and DIRTT Environmental Solutions Ltd. (hereinafter “DIRTT” or the “Corporation”) as of the 17th day of January, 2018.
INDUSTRIAL LEASE BETWEEN: PIRET (7303-30TH STREET SE) HOLDINGS INC. – AND – DIRTT ENVIRONMENTAL SOLUTIONS LTD.Industrial Lease • September 20th, 2019 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]....Co-Ownership Agreement • August 2nd, 2023 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Delaware
This Co-Ownership Agreement (this “Agreement”) is entered into and effective as of May 9, 2023 (the “Effective Date”) by and between DIRTT Environmental Solutions Ltd., an Alberta (Canada) corporation with offices at 7303 30 Street S.E., Calgary, Alberta, Canada T2C 1N6 (“DIRTT”), and Armstrong World Industries, Inc. with offices at 2500 Columbia Ave., Lancaster, Pennsylvania, USA 17603 (“AWI”). DIRTT and AWI are sometimes referred to in this Agreement individually as a “Party” and together as the “Parties”.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 20th, 2019 • Dirtt Environmental Solutions LTD • Services-prepackaged software • Alberta
