JOINDER AGREEMENT
Exhibit 99.1
This JOINDER AGREEMENT (the “Joinder”) is dated as of March 11, 2022 by and among 00XX Xxxx, XX, 00XX, XX, 00XX Fund GP, LLC, 22NW GP, Inc. and Xxxx X. English, Xxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxx-Xxxxxx, Xxxxxxxxx X. Xxxxx, Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxx X. Xxxx and Xxxxxxx X. Xxxxxxx (collectively, the “Existing Members”) and Xxxx Garden (the “New Member”).
WHEREAS, the Existing Members are parties to that certain Group Agreement, dated as of November 16, 2021 (the “Agreement”), pursuant to which the Existing Members formed a “group” (as contemplated by Section 13(d) of the Securities Exchange Act of 1934, as amended) for the purpose of (i) seeking representation on the Board of Directors of DIRTT Environmental Solutions Ltd., a company organized under the laws of Alberta, Canada (the “Company”) including by requisitioning a meeting of shareholders of the Company and seeking the removal and replacement of directors thereat, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing; and
WHEREAS, the New Member desires to join the Group formed by the Existing Members.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:
1. Effective immediately, the New Member is joined as a party to the Agreement.
2. The New Member agrees to be bound by the terms of the Agreement, including the obligations of a member of the Group (as defined in the Agreement), the terms of which are incorporated herein and made a part hereof.
3. This Joinder may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
[Signatures appear on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed as of the day and year first above written.
| 22NW FUND, LP | |||
| By: | 22NW Fund GP, LLC General Partner | ||
| By: |
/s/ Xxxx X. English | ||
| Name: | Xxxx X. English | ||
| Title: | Manager | ||
| 22NW, LP | |||
| By: | 22NW GP, Inc. General Partner | ||
| By: |
/s/ Xxxx X. English | ||
| Name: | Xxxx X. English | ||
| Title: | President and Sole Shareholder | ||
| 22NW FUND GP, LLC | |||
| By: |
/s/ Xxxx X. English | ||
| Name: | Xxxx X. English | ||
| Title: | Manager | ||
| 22NW GP, INC. | |||
| By: |
/s/ Xxxx X. English | ||
| Name: | Xxxx X. English | ||
| Title: | President and Sole Shareholder | ||
|
/s/ Xxxx X. English | |
| XXXX X. ENGLISH, individually and as attorney-in-fact for Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxx, Xxxxx X. Xxxx and Xxxxxxx X. Xxxxxxx |
|
/s/ Xxxx X. Xxxxxxxxx | |
| XXXX X. XXXXXXXXX |
|
/s/ Xxxxxx X. Xxxxx-Xxxxxx | |
| XXXXXX X. XXXXX-XXXXXX |
|
/s/ Xxxxxxxxx X. Xxxxx | |
| XXXXXXXXX X. XXXXX |
|
/s/ Xxxx Garden | |
| XXXX GARDEN |
