Support and Standstill Agreement
Exhibit 10.1
22NW Fund, LP
000 0xx Xxx. S, Unit C1
Seattle, Washington 98104
VIA EMAIL
March 16, 2024
Mr. Xxx Xxxxxxx, Chairman
DIRTT Environmental Solutions Ltd.
0000-00xx Xxxxxx XX,
Calgary, AB T2C 1N6
Dear Xxx:
Support and Standstill Agreement
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:
| 1. | 22NW would agree to support for election as directors of DIRTT the nominees identified by the Board for DIRTT’s 2024 annual general meeting (the “2024 Meeting”) and 2025 annual general meeting, provided those nominees do not include more than one representative of WWT. For greater certainty, 22NW would agree to not nominate new directors to the Board or requisition a special meeting of DIRTT’s shareholders for that purpose. |
| 2. | Subject to the board approving a rights plan substantially in the form of the rights plan included in 22NW’s requisition of March 15, 2024 (the “Rights Plan”) and the Rights Plan being submitted for approval of DIRTT’s shareholders at the 2024 Meeting, which would be held on May 9, 2024 or such date as soon as practicable thereafter, 22NW would agree: (i) to vote in support of the Rights Plan at the 2024 Meeting and make such efforts as reasonably requested by the Board to promote the approval of the Rights Plan by shareholders at the 2024 Meeting; and (ii) provided the Rights Plan is approved by shareholders at the 2024 Meeting, not commence an unsolicited take-over bid for the common shares of DIRTT (“Shares”) during the term of the Rights Plan, provided that 22NW will not be bound by (ii) if any person makes a “Permitted Bid” under the Rights Plan, in which event 22NW will be entitled to make its own take-over bid for Shares, or participate in such a bid. |
| 3. | In the event 22NW determines, acting reasonably, the any shareholder has not complied with the Rights Plan, 22NW will be released from its commitments under the Definitive Agreement. |
| By: |
| |
| Xxxx Xxxxxxx | ||
| 22 NW Fund GP, LLC for | ||
| 22NW Fund, LP |
Agreed to and accepted this March 17, 2024
| DIRTT ENVIRONMENTAL SOLUTIONS LTD. |
|
| Authorized Signatory |
