DIRTT Environmental Solutions Ltd. — Interim / Quarterly Report 2023

Aug 2, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

• ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

or

• ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-39061

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Exact name of registrant as specified in its charter)

Alberta, Canada N/A (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 7303 30th Street S.E. T2C 1N6 Calgary, Alberta, Canada (Zip code) (Address of principal executive offices)

(Registrant’s telephone number, including area code): (403) 723-5000

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Shares, without par value DRTT The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No The registrant had 104,444,936 common shares outstanding as of July 26, 2023.

DIRTT ENVIRONMENTAL SOLUTIONS LTD. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023

TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements............................................................... PART I–FINANCIAL INFORMATION ................................................................................................ Item 1. Financial Statements (Unaudited) ................................................................................................. Interim Condensed Consolidated Balance Sheets.............................................................................. Interim Condensed Consolidated Statement of Operations and Comprehensive Loss...................... Interim Condensed Consolidated Statement of Changes in Shareholders’Equity............................ Interim Condensed Consolidated Statement of Cash Flows .............................................................. Notes to the Unaudited Interim Condensed Consolidated Financial Statements............................... Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ....... Item 3. Quantitative and Qualitative Disclosures About Market Risk...................................................... Item 4. Controls and Procedures ............................................................................................................... PART II–OTHER INFORMATION....................................................................................................... Item 1. Legal Proceedings ......................................................................................................................... Item 1A. Risk Factors............................................................................................................................... Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ...................................................... Item 3. Defaults Upon Senior Securities................................................................................................... Item 4. Mine Safety Disclosures ............................................................................................................... Item 5. Other Information......................................................................................................................... Item 6. Exhibits.........................................................................................................................................

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ii 4 4 4 5 6 7 8 21 35 35 36 36 36 38 38 38 38 39

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (this “Quarterly Report”) are “forward-looking statements” within the meaning of “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “anticipate,” “believe,” “expect,” “estimate,” “intend,” “plan,” “project,” “outlook,” “may,” “will,” “should,” “would,” “could,” “can,” “continue,” the negatives thereof, variations thereon and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on certain estimates, beliefs, expectations and assumptions made in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that may be appropriate.

Forward-looking statements necessarily involve unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from those contained in, or expressed or implied by such statements. Due to the risks, uncertainties and assumptions inherent in forward-looking information, you should not place undue reliance on forward-looking statements. Factors that could have a material adverse effect on our business, financial condition, results of operations and growth prospects include, but are not limited to, the severity and duration of the coronavirus (“COVID-19”) pandemic and related economic repercussions and other risks described under the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) and applicable securities commissions or similar regulatory authorities in Canada on February 22, 2023 (the “Annual Report on Form 10-K”), and in this Quarterly Report under “Part II, Item 1A. Risk Factors.” These factors include, but are not limited to, the following:

• general economic and business conditions in the jurisdictions in which we operate, including inflation;

• our ability to implement our strategic plan, including realization of benefits from certain cost-optimization initiatives undertaken in 2022 and initiatives being taken in 2023 and the ability of our reconstituted board of directors ("Board of Directors") to successfully implement its transformation plan;

• volatility of our share price;

• our ability to maintain our listing on Nasdaq (as defined herein);

• the availability of capital or financing on acceptable terms, or at all, which may impact our liquidity and impair our ability to make investments in the business;

• turnover of our key executives and difficulties in recruiting or retaining key employees;

• our history of negative cash flow from operating activities;

• our ability to generate sufficient revenue to achieve and sustain profitability and achieve positive cash flows;

• our ability to attract, train and retain qualified hourly labor on a timely basis to increase overall productive capacity in our manufacturing facilities to enable us to capture rising demand as the construction industry recovers from the COVID-19 pandemic;

• the impact of the COVID-19 pandemic and any strain variants or resurgences thereof on our business;

• our ability to achieve and manage growth effectively;

• competition in the interior construction industry;

• competitive behaviors by our co-founders and former executives;

• the condition and changing trends of the overall construction industry;

• our reliance on our network of construction partners ("Construction Partners"), which we have previously referred to as our Distribution Partners, for sales, marketing and installation of our solutions;

• our ability to introduce new designs, solutions and technology and gain client and market acceptance;

• defects in our designing and manufacturing software and warranty and product liability claims brought against us;

• inflation and material fluctuations of commodity prices, including raw materials and our ability to set prices for our products that satisfactorily adjust for inflation and fluctuations in commodity prices;

• the effectiveness of our manufacturing processes and our success in implementing improvements to those processes;

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• the effectiveness of certain elements of our administrative systems and the need for investment in those systems;

• shortages of supplies of certain key components and materials or disruption in supplies due to global events;

• global economic, political and social conditions and financial markets, such as the war in Ukraine;

• our exposure to currency exchange rates, tax rates, interest rates and other fluctuations, including those resulting from changes in laws or administrative practice;

• legal and regulatory proceedings brought against us;

• infringement on our patents and other intellectual property;

• cyber-attacks and other security breaches of our information and technology systems;

• damage to our information technology and software systems;

• our requirements to comply with applicable environmental, health and safety laws;

• the impact of increasing attention to environmental, social and governance (ESG) matters on our business;

• periodic fluctuations in our results of operations and financial conditions;

• the effect of being governed by the corporate laws of a foreign country, including the difficulty of enforcing civil liabilities against directors and officers residing in a foreign country;

• the availability and treatment of government subsidies (including any current or future requirements to repay or return such subsidies); and

• future mergers, acquisitions, agreements, consolidations or other corporate transactions we may engage in.

These risks are not exhaustive. Because of these risks and other uncertainties, our actual results, performance or achievement, or industry results, may be materially different from the anticipated or estimated results discussed in the forward-looking statements in this Quarterly Report. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the effects of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or expressed or implied by, any forward-looking statements. Our past results of operations are not necessarily indicative of our future results. You should not place undue reliance on any forward-looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. We undertake no obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under applicable securities laws. We qualify all of our forward-looking statements by these cautionary statements.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

DIRTT Environmental Solutions Ltd. Interim Condensed Consolidated Balance Sheets (Unaudited – Stated in thousands of U.S. dollars)

		As at December 31,
	As at June 30,
	2023	2022
ASSETS
Current Assets
Cash and cash equivalents	18,864	10,821
Restricted cash	2,980	3,418
Trade and accrued receivables, net of expected credit losses of	15,432	13,930
$0.1 million at June 30, 2023 and at December 31, 2022
Other receivables	697	7,880
Inventory	19,412	22,251
Prepaids and othercurrent assets	4,509	3,825
Total Current Assets	61,894	62,125
Property, plant and equipment, net	38,533	41,522
Capitalized software, net	1,886	4,406
Operating lease right-of-use assets, net	37,958	30,490
Otherassets	3,965	5,110
Total Assets	144,236	143,653
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	19,148	19,881
Other liabilities	1,836	2,056
Customer deposits and deferred revenue	6,012	4,866
Current portion of long-term debt and accrued interest	3,013	3,306
Current portionof leaseliabilities	5,340	5,889
Total Current Liabilities	35,349	35,998
Long-term debt	61,176	62,129
Long-term leaseliabilities	35,928	27,534
Total Liabilities	132,453	125,661
SHAREHOLDERS’ EQUITY
Common shares, unlimited authorized without par value, 104,444,936 issued	195,620	191,347
and outstanding at June 30, 2023 and 97,882,844 at December 31, 2022
Additional paid-in capital	7,575	9,023
Accumulated other comprehensive loss	(15,912 )	(16,106 )
Accumulated deficit	(175,500 )	(166,272 )
Total Shareholders’ Equity	11,783	17,992
Total Liabilities and Shareholders’ Equity	144,236	143,653

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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DIRTT Environmental Solutions Ltd. Interim Condensed Consolidated Statement of Operations (Unaudited - Stated in thousands of U.S. dollars)

	For the Three Months Ended June 30, For the Six Months Ended June 30,
	2023 2022 2023 2022
Product revenue	43,534 43,091 79,010 80,542
Servicerevenue	1,219 1,610 2,451 2,445
Total revenue	44,753 44,701 81,461 82,987
Product cost of sales	29,484 37,185 56,907 71,792
Service cost ofsales	712 1,240 1,315 1,632
Total cost of sales	30,196 38,425 58,222 73,424
Gross profit	14,557 6,276 23,239 9,563
Expenses
Sales and marketing	6,626 7,777 12,141 15,005
General and administrative	5,501 6,877 11,334 14,870
Operations support	1,822 2,528 3,812 5,026
Technology and development	1,277 1,879 2,816 4,019
Stock-based compensation	678 1,326 1,474 2,628
Reorganization	1,465 5,163 2,536 8,855
Related party expense (recovery)	(532 ) - 1,524 -
Total operating expenses	16,837 25,550 35,637 50,403
Operating loss	(2,280 ) (19,274 ) (12,398 ) (40,840 )
Government subsidies	88 49 236 624
Gain on sale of software and patents	6,145 - 6,145 -
Foreign exchange (loss) gain	(620 ) 1,246 (881 ) 514
Interest income	106 20 110 31
Interest expense	(1,233 ) (1,329 ) (2,440 ) (2,659 )
	4,486 (14 ) 3,170 (1,490 )
Net income (loss) before tax	2,206 (19,288 ) (9,228 ) (42,330 )
Income taxes
Current and deferredincome taxexpense (recovery)	- - - -
	- - - -
Net income (loss)	2,206 (19,288 ) (9,228 ) (42,330 )
Net income (loss) per share
Net income (loss) per share - basic	0.02 (0.22 ) (0.09 ) (0.49 )
Net income (loss) per share - diluted	0.01 (0.22 ) (0.09 ) (0.49 )

Interim Condensed Consolidated Statement of Comprehensive Income (Loss)

	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Six Months Ended	For the Six Months Ended
			June 30,
	2023	2022	2023	2022
Income (loss) for the period	2,206	(19,288 )	(9,228 )	(42,330 )
Exchange differences ontranslationof foreignoperations	(79 )	(594 )	194	(161 )
Comprehensive income (loss) for the period	2,127	(19,882 )	(9,034 )	(42,491 )

Total revenue for the six months ended June 30, 2023 includes $0.3 million earned from related parties all earned in the first quarter of 2023.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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DIRTT Environmental Solutions Ltd. Interim Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited – Stated in thousands of U.S. dollars, except for share data)

				Accumulated
	Number of		Additional	other		Total
	Common	Common	paid-in	comprehensive	Accumulated	shareholders’
	shares	shares	capital	loss	deficit	equity
As at December 31, 2021	85,345,433	181,782	13,200	(15,916 )	(111,300 )	67,766
Stock-based compensation	-	-	1,339	-	-	1,339
Issued on vesting of RSUs and Share Awards	487,544	1,203	(1,203 )	-	-	-
RSUs and Share Awards withheld to settle	-	-	(189 )	-	(9 )	(198 )
employee tax obligations
Foreign currency translation adjustment	-	-	-	433	-	433
Net loss for theperiod	-	-	-	-	(23,042 )	(23,042 )
As at March 31, 2022	85,832,977	182,985	13,147	(15,483 )	(134,351 )	46,298
Stock-based compensation	-	-	1,286	-	-	1,286
Issued on vesting of RSUs and Share Awards	1,155,851	3,268	(3,268 )	-	-	-
RSUs and Share Awards withheld to settle	-	-	(536 )	-	-	(536 )
employee tax obligations
Foreign currency translation adjustment	-	-	-	(594 )	-	(594 )
Net loss for theperiod	-	-	-	-	(19,288 )	(19,288 )
As atJune 30, 2022	86,988,828	186,253	10,629	(16,077 )	(153,639 )	27,166
As at December 31, 2022	97,882,844	191,347	9,023	(16,106 )	(166,272 )	17,992
Stock-based compensation	-	-	452	-	-	452
Issued on vesting of RSUs and Share Awards	659,473	1,256	(1,256 )	-	-	-
RSUs withheld to settle employee tax obligations	-	-	(26 )	-	-	(26 )
Issued for employee share purchase plan	322,408	128	-	-	-	128
Foreign currency translation adjustment	-	-	-	273	-	273
Net loss for theperiod	-	-	-	-	(11,434 )	(11,434 )
As at March 31, 2023	98,864,725	192,731	8,193	(15,833 )	(177,706 )	7,385
Stock-based compensation	-	-	625	-	-	625
Issued on vesting of RSUs and Share Awards	1,108,213	1,243	(1,243 )	-	-	-
Issued for employee share purchase plan	572,253	122	-	-	-	122
Issued to settle related party debt	3,899,745	1,524	-	-	-	1,524
Foreign currency translation adjustment	-	-	-	(79 )	-	(79 )
Net income for theperiod	-	-	-	-	2,206	2,206
As at June 30, 2023	104,444,936	195,620	7,575	(15,912 )	(175,500 )	11,783

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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DIRTT Environmental Solutions Ltd. Interim Condensed Consolidated Statement of Cash Flows (Unaudited – Stated in thousands of U.S. dollars)

	For the Three Months Ended	For the Three Months Ended	For the Six Months Ended	For the Six Months Ended
	June 30,		June 30,
	2023	2022	2023	2022
Cash flows from operating activities:
Net income (loss) for the period	2,206	(19,288 )	(9,228 )	(42,330 )
Adjustments:
Depreciation and amortization	2,524	3,344	5,199	7,966
Stock-based compensation, net of settlements	678	406	1,474	1,708
Foreign exchange gain (loss)	794	(1,433 )	1,140	(782 )
Gain on sale of software and patents	(6,145 )	-	(6,145 )	-
Gain on disposal of equipment	-	(165 )	-	(165 )
Accretion of convertible debentures	179	177	343	342
Changes in operating assets and liabilities:
Trade and accrued receivables	(3,620 )	(210 )	(1,509 )	(4,994 )
Other receivables	2,460	3,034	7,192	2,852
Inventory	1,854	(3,661 )	3,153	(7,104 )
Prepaid and other assets, current and long term	(909 )	(1,059 )	(518 )	(1,167 )
Accounts payable and accrued liabilities	3,851	713	552	3,173
Other liabilities	(2,265 )	(39 )	(209 )	(39 )
Customer deposits and deferred revenue	1,985	387	965	3,719
Current portion of long-term debt and accrued interest	41	(86 )	(15 )	(142 )
Lease liabilities	123	80	374	121
Net cash flows provided by (used in) operating activities	3,756	(17,800 )	2,768	(36,842 )
Cash flows from investing activities:
Purchase of property, plant and equipment, net of accounts payable changes	(678 )	(924 )	(1,049 )	(1,887 )
Capitalized software development expenditures	(573 )	(418 )	(1,105 )	(901 )
Other asset expenditures	(39 )	(107 )	(145 )	(281 )
Recovery of software development expenditures	56	45	82	45
Proceeds on sale of software and patents	9,964	-	9,964	-
Proceeds on sale of equipment	-	73	-	73
Net cash flows provided by (used in) investing activities	8,730	(1,331 )	7,747	(2,951 )
Cash flows from financing activities:
Proceeds received on long-term debt	-	647	-	647
Repayment of long-term debt	(2,193 )	(618 )	(2,835 )	(1,236 )
Employee taxpayments on vestingof RSUs	-	(92 )	(26 )	(301 )
Net cash flows used in financing activities	(2,193 )	(63 )	(2,861 )	(890 )
Effect of foreign exchange on cash, cash equivalents and restricted cash	(13 )	54	(49 )	220
Net increase (decrease) in cash, cash equivalents and restricted cash	10,280	(19,140 )	7,605	(40,463 )
Cash,cash equivalents and restricted cash,beginningofperiod	11,564	42,085	14,239	63,408
Cash, cash equivalents and restricted cash, end of period	21,844	22,945	21,844	22,945
Supplemental disclosure of cash flow information:
Interest paid	(967 )	(1,179 )	(2,039 )	(2,331 )
Income taxes received	15	3,182	10	3,207

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets.

	As at June 30,	As at June 30,
	2023	2022
Cash and cash equivalents	18,864	19,739
Restricted cash	2,980	3,206
Total cash, cash equivalents and restricted cash	21,844	22,945

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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DIRTT Environmental Solutions Ltd.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements (Amounts in thousands of U.S. dollars unless otherwise stated)

1. GENERAL INFORMATION

DIRTT Environmental Solutions Ltd. and its subsidiary (“DIRTT”, the “Company”, “we” or “our”) is a leader in industrialized construction. DIRTT's system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the workplace, healthcare, education, and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule, and outcomes.

DIRTT’s proprietary design integration software, ICE® (“ICE” or “ICE software”), translates the vision of architects and designers into a 3D model that also acts as manufacturing information. ICE is also licensed to unrelated companies and Construction Partners of the Company. As of May 9, 2023, Armstrong World Industries, Inc. ("AWI") owns a 50% interest in the rights, title and interests in all the intellectual property rights in a portion of the ICE Software that is used by AWI.

DIRTT is incorporated under the laws of the province of Alberta, Canada, its headquarters is located at 7303 – 30th Street S.E., Calgary, AB, Canada T2C 1N6 and its registered office is located at 4500, 855 – 2nd Street S.W., Calgary, AB, Canada T2P 4K7. DIRTT’s common shares trade on the Toronto Stock Exchange under the symbol “DRT” and on The Nasdaq Capital Market (“Nasdaq”) under the symbol “DRTT”. On March 9, 2023, DIRTT's common shares were transferred from The Nasdaq Global Select Market to The Nasdaq Capital Market, under the same symbol.

2. BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated financial statements (the “Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X and, accordingly, the Financial Statements do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of the Company, the Financial Statements contain all adjustments necessary, consisting of only normal recurring adjustments, for a fair statement of its financial position as of June 30, 2023, and its results of operations and cash flows for the three and six months ended June 30, 2023 and 2022. The condensed balance sheet at December 31, 2022, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. These Financial Statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022 included in the Annual Report on Form 10-K of the Company as filed with the SEC and applicable securities commission or similar regulatory authorities in Canada. As described in Note 3, no new accounting standards were adopted by the Company during the quarter.

In these Financial Statements, unless otherwise indicated, all dollar amounts are expressed in United States (“U.S.”) dollars. DIRTT’s financial results are consolidated in Canadian dollars, the Company’s functional currency, and the Company has adopted the U.S. dollar as its reporting currency. All references to US$ or $ are to U.S. dollars and references to C$ are to Canadian dollars.

Principles of consolidation

The Financial Statements include the accounts of DIRTT Environmental Solutions Ltd. and its subsidiary. All intercompany balances, income and expenses, unrealized gains and losses and dividends resulting from intercompany transactions have been eliminated on consolidation.

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Basis of measurement

These Financial Statements have been prepared on the historical cost convention except for certain financial instruments and certain components of stock-based compensation that are measured at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for assets. The Company’s quarterly tax provision is based upon an estimated annual effective tax rate.

Seasonality

Sales of the Company’s products are driven by consumer and industrial demand for interior construction solutions. The timing of customer’s construction projects can be influenced by a number of factors including the prevailing economic climate and weather.

3. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS

The Company has not adopted any new accounting standards effective January 1, 2023. Although there are several new accounting standards issued or proposed by the Financial Accounting Standards Board, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its Financial Statements.

4. LIQUIDITY

As at June 30, 2023, the Company had $18.9 million of cash on hand and C$12.3 million ($9.2 million) of available borrowings (December 31, 2022 - $10.8 million and C$7.2 million ($5.3 million) of available borrowings). Through the first six months of fiscal year 2023, the Company generated $2.8 million in cash flows provided from operations, compared to a cash usage of $36.8 million over the first six months of fiscal year 2022. The Company benefited from the receipt of $7.3 million of government subsidies during the first six months of 2023 (refer to Note 5).

We have implemented multiple price increases to mitigate the impact of inflation on raw materials. These actions have resulted in a meaningful improvement in our gross profit margins and higher net profit and have served to stabilize our cash usage to operate the business. Gross profit for the six months ended June 30, 2023, was $23.2 million, or 28.5%. This represents a meaningful improvement from the same period of 2022, which only generated gross profit of $9.6 million, or 11.5%, despite having 2% lower revenue during the first six months of 2023.

Over the past three quarters, we have executed upon several initiatives. First, in May 2023, we entered into an agreement with AWI (refer to Note 7) resulting in the receipt of $10.9 million of cash. Second, during March 2023, we entered into an agreement to sublease our Dallas DIRTT Experience Center (“DXC”) to one of our Construction Partners in that region. Under the sublease agreement, the subtenant has assumed responsibility for the monthly rent, utilities, maintenance, taxes and other costs as of April 1, 2023, through December 31, 2024, which will provide us annualized savings of approximately $1 million. We are continuing to evaluate other properties and expect these strategic initiatives to result in positive cash inflows in 2023 and 2024. Third, we completed a Private Placement (as defined herein) of common shares in November 2022, with certain significant shareholders and directors and officers of the Company to bridge cash requirements before the completion and closing of the noted strategic transactions.

While we are encouraged by our improved profitability and cash flow, we have continued to evaluate our fixed cost structure and overhead in light of recent macroeconomic uncertainty. Over the past year, we have implemented multiple restructuring initiatives (refer to Note 6) designed to align our cost structure with current expected levels of demand. In addition, the Company has reduced headcount by 147 employees, or approximately 15% from January 2022 through June 2023. The reduced overhead has served to offset the impact from the macroeconomic headwinds experienced over the past year.

Finally, we have assessed the Company’s liquidity position as at June 30, 2023 taking into account our sales outlook for the next year, our existing cash balances and available credit facilities. Based on this analysis we believe the Company has sufficient liquidity to support ongoing operations for the next twelve months.

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5. COVID-19

The impact of the COVID-19 pandemic on our future consolidated results of operations remains uncertain. The extent to which COVID-19 impacts our employees, operations, customers, suppliers and financial results depends on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic (and whether there is a resurgence or multiple resurgences in the future, including the impact of new variants); government actions taken in response to the pandemic, including required shutdowns or vaccine or testing mandates; the availability, acceptance, distribution and continued effectiveness of vaccines; the short-term and longterm impact on construction activity, including the effect on our customers’ demand for our interior construction systems; supply chain disruptions; rising inflation; labor shortages; sustained remote or hybrid work models; our ability to manufacture and sell our products; and the ability of our customers to pay for our products. While many of our products support life-sustaining activities and essential construction, we and certain of our customers or suppliers may be impacted by national, federal, state and provincial actions, orders and policies regarding the COVID-19 pandemic, including: temporary closures of non-life-sustaining businesses, shelter-in-place orders, and travel, social distancing and quarantine policies, the implementation and enforcement of which vary in each of the jurisdictions in which we operate. We did not record any asset impairments, inventory charges or material bad debt reserves related to COVID-19 during the three months ended June 30, 2023 or the years ended December 31, 2021 and December 31, 2022, but future events may require such charges which could have a material adverse effect on our financial condition, liquidity or results of operations.

Government subsidies

In the United States, the Employee Retention Credit (“ERC”) was established by Section 2301 of the Coronavirus Aid, Relief, and Economic Security Act to provide an incentive for employers to keep their employees on their payroll during COVID-19 closures. The ERC is a refundable payroll tax credit based on qualified wages paid by an eligible employer between March 12, 2020, and October 1, 2021 for companies experiencing a significant decline in gross receipts during a calendar quarter or having operations fully or partially suspended during the quarter due to COVID-19. During the third quarter of 2022, the Company determined it was eligible for the ERC for the first three quarters of 2021 and filed a claim for $7.3 million in payroll tax credits ($7.1 million net of expenses). As of June 30, 2023, all of the claimed $7.3 million of these credits (plus an additional $0.2 million of interest) have been received.

6. REORGANIZATION

During the year ended December 31, 2022, and continuing into 2023, the Company undertook a number of reorganization initiatives:

Closure of Phoenix Aluminum Manufacturing Facility (the “Phoenix Facility”)

On February 22, 2022, we commenced the process of closing our Phoenix Facility, shifting related manufacturing to both our Savannah and Calgary aluminum manufacturing facilities. During the first quarter of 2022, the Company incurred $1.0 million of accelerated depreciation, recorded in cost of sales, associated with the closure of the Phoenix Facility. The closure of the Phoenix Facility was substantially completed in the second quarter of 2022. The Company entered into a sublease arrangement for part of the Phoenix Facility during the second quarter of 2022, commencing July 1, 2022, which exceeds the contractual lease commitments under the Right of Use assets.

Workforce Reductions, Board and Management Changes

In February and July of 2022, we announced our intention to eliminate a portion of our salaried workforce including manufacturing and office positions along with other cost reduction initiatives. The Company’s Board of Directors was reconstituted following a contested proxy contest in April 2022 which was deemed a change of control under the Company’s insurance policy resulting in additional insurance expenditures. Further, the Company made changes to several executive officer roles during the year ended December 31, 2022. During the six months ended June 30, 2023, we continued to review costs and, in May 2023, eliminated additional salaried positions. These actions resulted in the Company incurring certain termination costs.

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Temporary Suspension of Operations at Rock Hill, South Carolina (the “Rock Hill Facility”)

On August 23, 2022, we announced the temporary suspension of operations at our Rock Hill Facility, shifting related manufacturing to our Calgary manufacturing facility. Costs associated with this idle facility, included in cost of sales, were $0.4 million and $0.9 million for the three month and six month period ended June 30, 2023, respectively.

For the three and six months ended June 30, 2023, reorganization costs incurred continue to relate to the above mentioned initiatives:

	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,
	2023	2022		2023 2022
Termination benefits	1,272	896		1,970 3,957
Insurance costs on change of control	-	3,691		- 3,691
Phoenix Facility closure	29	533		72 659
Other costs	164	43		494 548
Total reorganization costs	1,465	5,163		2,536 8,855
Reorganization costs in accounts payable and accrued liabilities at January		1, 2022		-
Reorganization expense				13,461
Reorganization costspaid				(11,184 )
Reorganization costs in accounts payable and accrued liabilities at December 31, 2022				2,277
Reorganization expense				2,536
Reorganization costspaid				(2,826 )
Reorganization costs in accounts payable and accrued liabilities at June 30, 2023				1,987

The $2.0 million payable relates to termination benefits.

7. GAIN ON SALE OF SOFTWARE AND PATENTS

On May 9, 2023, we entered into a Co-Ownership Agreement (the “Co-Ownership Agreement”) and Partial Patent Assignment Agreement with AWI. The agreements provide for a cash payment from AWI to the Company of $10.0 million, subject to certain routine closing conditions, in exchange for the partial assignment to AWI and resulting co-ownership of a 50% interest in the rights, title and interests in certain intellectual property rights in a portion of the ICE software that is used by AWI (the “Applicable ICE Code”), including a 50% interest in the patent rights that relate to the Applicable ICE Code. Under the Co-Ownership Agreement, we also agreed to provide AWI a transfer of knowledge concerning the source code of the Applicable ICE Code. In exchange for completing the knowledge transfer, we will receive an additional cash payment of $1.0 million, which is expected to be received by early 2024. The Co-Ownership Agreement provides that we and AWI have separate exclusive fields of use and restrictive covenants with respect to the Applicable ICE Code and related intellectual property, which survive until either party elects to separate from its relationship with the other and for five years thereafter. We concurrently entered into an Amended and Restated Master Services Agreement (the “ARMSA”) with AWI, under which AWI has also prepaid certain development services to be provided by DIRTT. The ARMSA will automatically terminate if the CoOwnership Agreement is terminated or expires, and may also be terminated if either party breaches the exclusive fields of use or restrictive covenants in the Co-Ownership Agreement.

The $10.0 million of proceeds on the sale of the 50% interest in the Applicable ICE code, pursuant to the CoOwnership Agreement, was received during the quarter ended June 30, 2023. In accordance with US GAAP, the proceeds were first applied to the net book value of the related cost of software of $2.9 million and patents (other assets) of $0.9 million and the residual amount of $6.1 million was recognized as a gain in the profit and loss. Further, $0.9 million was received during the quarter as prepayment under the ARMSA which will be recognized into revenue as the performance obligation is met. Part of the proceeds of this transaction were used to settle one of our equipment leases of $1.6 million and resulted in the release of $0.4 million of restricted cash (refer to Note 10).

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8. TRADE AND ACCRUED RECEIVABLES

Accounts receivable are recorded at the invoiced amount, do not require collateral and do not bear interest. The Company estimates an allowance for credit losses using the lifetime expected credit loss at each measurement date taking into account historical credit loss experience as well as forward-looking information in order to establish rates for each class of financial receivable with similar risk characteristics. Adjustments to this estimate are recognized in the statement of operations.

In order to manage and assess our risk, management maintains credit policies that include regular review of credit limits of individual receivables and systematic monitoring of aging of trade receivables and the financial wellbeing of our customers. In addition, we acquired trade credit insurance effective April 1, 2020. At June 30, 2023, approximately 77% of our trade accounts receivable are insured, relating to accounts receivables from counterparties deemed creditworthy by the insurer and excluding accounts receivable from government entities.

Our trade balances are spread over a broad Construction Partner base, which is geographically dispersed. For the six months ended June 30, 2023 no Construction Partners individually accounted for greater than 10% of revenue. For the three months ended June 30, 2023, one Construction Partner accounted for greater than 10% of revenue (none for the three or six months ended June 30, 2022). In addition, and where possible, we collect a 50% deposit on sales, excluding government and certain other clients.

The Company’s aged receivables were as follows :

The Company’s aged receivables were as follows:
	As at
	June 30,	December 31,
	2023	2022
Current	14,115	12,381
Overdue	1,444	1,675
	15,559	14,056
Less: expected creditlosses	(127 )	(126 )
	15,432	13,930

No adjustment to our expected credit losses of $0.1 million was required for the three or six months ended June 30, 2023. Receivables are generally considered to be past due when over 60 days old unless there is a separate payment arrangement in place for the collection of the receivable.

9. OTHER LIABILITIES

	As at,	As at,
	June 30, 2023	December 31, 2022
Warranty provisions(1)	1,085	1,278
DSU liability	567	594
Sublease deposits	184	139
Otherprovisions	-	45
Other liabilities	1,836	2,056

(1) The following table presents a reconciliation of the warranty balance:

	June 30, 2023	December 31, 2022
As at January 1	1,278	1,451
Additions to warranty provision	493	1,134
Payments related to warranties	(493 )	(1,307 )
Adjustments to warranty provision	(193 )	-
	1,085	1,278

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10. LONG-TERM DEBT

	Revolving Credit Facility	Leasing	Convertible
		Facilities	Debentures	Total Debt
Balance on January 1, 2022	-	13,909	56,733	70,642
Issuances	-	647	-	647
Accretion of issue costs	-	-	676	676
Accrued interest	-	735	3,539	4,274
Interest payments	-	(735 )	(3,688 )	(4,423 )
Principal repayments	-	(2,470 )	-	(2,470 )
Exchange differences	-	(274 )	(3,637 )	(3,911 )
Balance at December 31, 2022	-	11,812	53,623	65,435
Current portion of long-term debt and accrued interest	-	2,561	745	3,306
Long-term debt	-	9,251	52,878	62,129
Balance on December 31, 2022	-	11,812	53,623	65,435
Accretion of issue costs	-	-	343	343
Accrued interest	-	316	1,708	2,024
Interest payments	-	(316 )	(1,723 )	(2,039 )
Principal repayments	-	(2,835 )	-	(2,835 )
Exchange differences	-	9	1,252	1,261
Balance at June 30, 2023	-	8,986	55,203	64,189
Current portion of long-term debt and accrued interest	-	2,252	761	3,013
Long-term debt	-	6,734	54,442	61,176

Revolving Credit Facility

On February 12, 2021, the Company entered into a loan agreement governing a C$25.0 million senior secured revolving credit facility with the Royal Bank of Canada (“RBC”), as lender (the “RBC Facility”). Under the RBC Facility, the Company is able to borrow up to a maximum of 90% of investment grade or insured accounts receivable plus 85% of eligible accounts receivable plus the lesser of (i) 75% of the book value of eligible inventory and (ii) 85% of the net orderly liquidation value of eligible inventory less any reserves for potential prior ranking claims (the “Borrowing Base”). Interest is calculated at the Canadian or U.S. prime rate plus 30 basis points or at the Canadian Dollar Offered Rate or LIBOR plus 155 basis points. Under the RBC Facility, if the “Aggregate Excess Availability”, (defined as the Borrowing Base less any loan advances or letters of credit or guarantee and if undrawn including unrestricted cash), is less than C$5.0 million, the Company is subject to a fixed charge coverage ratio (“FCCR”) covenant of 1.10:1 on a trailing twelve-month basis. Additionally, if the FCCR has been below 1.10:1 for the three immediately preceding months, the Company is required to maintain a reserve account equal to the aggregate of one year of payments on outstanding loans on the Leasing Facilities (defined below). Should an event of default occur or the Aggregate Excess Availability be less than C$6.25 million for five consecutive business days, the Company would enter a cash dominion period whereby the Company’s bank accounts would be blocked by RBC and daily balances will offset any borrowings and any remaining amounts made available to the Company.

On February 9, 2023, the Company extended the RBC Facility (the “Extended RBC Facility”). The Extended RBC Facility has a borrowing base of C$15 million and a one year term. Interest is calculated as at the Canadian or U.S. prime rate plus 75 basis points or the Canadian Dollar Offered Rate or Term Secured Overnight Financing Rate ("SOFR") plus 200 basis points plus the Term SOFR Adjustment (as defined in the amended loan agreement governing the Extended RBC Facility). Under the Extended RBC Facility, if the trailing twelve month FCCR is above 1.25 for three consecutive months, a cash balance equivalent to one-year's worth of Leasing Facilities payments must be maintained. At June 30, 2023, available borrowings are C$12.3 million ($9.2 million), calculated in the same manner as the RBC facility described above, of which no amounts have been drawn. The Company did not meet the threemonth FCCR requirement during the second quarter of 2023 which resulted in requiring the restriction of $3.0 million of cash.

Leasing Facilities

The Company has a C$5.0 million equipment leasing facility in Canada (the “Canada Leasing Facility”) of which C$4.4 million ($3.3 million) has been drawn and C$3.7 million ($2.8 million) has been repaid, and a $14.0 million equipment leasing facility in the United States (the “U.S. Leasing Facility” and, together with the Canada Leasing Facility, the “Leasing Facilities”) of which $13.3 million has been drawn and $4.8 million has been repaid,

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each with RBC, and one of its affiliates, which are available for equipment expenditures and certain equipment expenditures already incurred. The Canadian Leasing Facility and the U.S. Leasing Facility, respectively, have seven and five-year terms and bear interest at 4.25% and 5.59%. The U.S. Leasing Facility is amortized over a six-year term and extendible at the Company’s option for an additional year.

The Company did not make any draws on the Leasing Facilities during the three and six months ended June 30, 2023. During the three and six months ended June 30, 2022, the Company received C$0.9 million ($0.7 million) under the Canada Leasing Facility. The associated financial liabilities are shown on the consolidated balance sheet in current portion of long-term debt and accrued interest and long-term debt.

As part of RBC's consent to the AWI transaction (refer to Note 7), one of the Canadian lease agreements of $1.6 million was fully settled using AWI proceeds. This resulted in the release of $0.4 million of restricted cash associated with the one year of payments on this lease, as described above.

Convertible Debentures

On January 25, 2021, the Company completed a C$35.0 million ($27.5 million) bought-deal financing of convertible unsecured subordinated debentures with a syndicate of underwriters (the “January Debentures”). On January 29, 2021, the Company issued a further C$5.25 million ($4.1 million) of the January Debentures under the terms of an overallotment option granted to the underwriters. The January Debentures will mature and be repayable on January 31, 2026 (the “January Debentures Maturity Date”) and will accrue interest at the rate of 6.00% per annum payable semi-annually in arrears on the last day of January and July of each year commencing on July 31, 2021 until the January Debentures Maturity Date. Interest and principal are payable in cash or shares at the option of the Company. The January Debentures will be convertible into common shares of DIRTT, at the option of the holder, at any time prior to the close of business on the business day prior to the earlier of the January Debentures Maturity Date and the date specified by the Company for redemption of the January Debentures at a conversion price of C$4.65 per common share, being a ratio of approximately 215.0538 common shares per C$1,000 principal amount of the January Debentures. Costs of the transaction were approximately C$2.7 million, including the underwriters’ commission.

On December 1, 2021, the Company completed a C$35.0 million ($27.4 million) bought-deal financing of convertible unsecured subordinated debentures with a syndicate of underwriters (the “December Debentures” and, together with the January Debentures, the “Debentures”). These December Debentures will mature and be repayable on December 31, 2026 (the “December Debentures Maturity Date”) and will accrue interest at the rate of 6.25% per annum payable semi-annually in arrears on the last day of June and December of each year commencing on June 30, 2022 until the December Debentures Maturity Date. Interest and principal are payable in cash or shares at the option of the Company. The December Debentures will be convertible into common shares of DIRTT, at the option of the holder, at any time prior to the close of business on the business day prior to the earlier of the December Debentures Maturity Date and the date specified by the Company for redemption of the December Debentures at a conversion price of C$4.20 per common share, being a ratio of approximately 238.0952 common shares per C$1,000 principal amount of the December Debentures. Costs of the transaction were approximately C$2.3 million, including the underwriters’ commission.

11. STOCK-BASED COMPENSATION

In May 2020, shareholders approved the DIRTT Environmental Solutions Long Term Incentive Plan (the “2020 LTIP”). The 2020 LTIP replaced the predecessor incentive plans, being the Performance Share Unit Plan (“PSU Plan”) and the Amended and Restated Stock Option Plan (“Stock Option Plan”). Following the approval of the 2020 LTIP, no further awards will be made under either the Stock Option Plan or the PSU Plan, but both remain in place to govern the terms of any awards that were granted pursuant to such plans and remain outstanding.

In May 2023, shareholders approved the DIRTT Environmental Solutions Ltd. Amended and Restated LongTerm Incentive Plan (the “2023 LTIP”) at the annual and special meeting of shareholders. The 2023 LTIP gives the Company the ability to award options, share appreciation rights, restricted share units, deferred share units, restricted shares, dividend equivalent rights, and other share-based awards and cash awards to eligible employees, officers, consultants and directors of the Company and its affiliates. In accordance with the 2023 LTIP, the sum of (i) 12,350,000 common shares plus (ii) the number of common shares subject to stock options previously granted under the Company’s Amended and Restated Incentive Stock Option Plan (the “Stock Option Plan”) that, following May 30, 2023, expire or are cancelled or terminated without having been exercised in full have been reserved for issuance

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under the 2023 LTIP. Upon vesting of certain LTIP awards, the Company may withhold and sell shares as a means of meeting DIRTT’s tax withholding requirements in respect of the withholding tax remittances required in respect of award holders. To the extent the fair value of the withheld shares upon vesting exceeds the grant date fair value of the instrument, the excess amount is credited to retained earnings or deficit.

Deferred share units (“DSUs”) have historically been granted to non-employee directors under the Deferred Share Unit Plan for Non-Employee Directors (as amended and restated, the “DSU Plan”) and settleable only in cash. The 2023 LTIP gives the Company the ability to settle DSUs in either cash or common shares, while consolidating future share-based awards under a single plan. The terms of the DSU Plan are otherwise materially unchanged as incorporated into the 2023 LTIP. Effective May 30, 2023, no new awards will be made under the DSU Plan, but awards previously granted under the DSU Plan will continue to be governed by the DSU Plan. DSUs are settled following cessation of services with the Company.

Stock-based compensation expense

	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,
	2023	2022	2023	2022
Equity-settled awards	868	1,286	1,512	2,625
Cash-settled awards	(190 )	40	(38 )	3
	678	1,326	1,474	2,628

The following summarizes RSUs, Share Awards, PSUs, and DSUs activity during the periods:

	RSU Time-	RSU Performance-	Share
	Based	Based	Awards	PSU	DSU
	Number of	Number of	Number of	Number of	Number of
	units	units	units	units	units
Outstanding at December 31, 2021	3,216,536	1,021,739	-	157,200	361,577
Granted	2,140,605	863,279	162,682	-	386,083
Vested	(1,245,386 )	(303,568 )	(94,528 )	-	(468,654 )
Withheld to settle employee tax obligations	(526,259 )	(242,460 )	(68,154 )	-	-
Forfeited	(685,229 )	(502,628 )	-	(157,200 )	-
Outstanding at June 30, 2022	2,900,267	836,362	-	-	279,006
Outstanding at December 31, 2022	1,885,337	343,919	-	-	1,165,319
Granted	3,362,000	-	522,883	2,584,161	1,149,673
Vested or settled	(986,043 )	(258,760 )	(522,883 )	-	(220,590 )
Withheld to settle employee tax obligations	(64,230 )	-	-	-	-
Forfeited	(79,407 )	-	-	-	-
Expired	(1,059 )	-	-	-	-
Outstanding at June 30, 2023	4,116,598	85,159	-	2,584,161	2,094,402

Restricted share units (time-based vesting)

Restricted share units that vest based on time have an aggregate time-based vesting period of three years and generally one-third of the RSUs vest every year over a three-year period from the date of grant (“RSUs”). At the end of a three-year term, the RSUs will be settled by way of the provision of cash or shares to employees (or a combination thereof), at the discretion of the Company. The weighted average fair value of the RSUs granted in 2022 and 2023 was C$2.37 and C$0.46 ($0.36), respectively, which was determined using the closing price of the Company’s common shares on their respective grant dates.

Restricted share units (performance-based vesting)

During 2022 and 2021, restricted share units were granted to executives with service and performance-based conditions for vesting (the “PRSUs”). If the Company’s share price increases to certain values for 20 consecutive trading days, as outlined below, a percentage of the PRSUs will vest at the end of the three-year service period.

The grant date fair value of the 2022 and 2021 PRSUs were valued using the Monte Carlo valuation method and determined to have a weighted average grant date fair value of C$1.87 and C$3.27, respectively.

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Based on share price performance since the date of grant, none of the 2022 PRSUs and 66.7% of the 2021 PRSUs will vest upon completion of the three-year service period.

					% of	% of	PRSUs Vesting	PRSUs Vesting
					33.3 %		66.7 %		100.0 %		150.0 %
2022	and	2021	PRSUs	$	3.00	$	4.00	$	5.00	$	7.00

Share awards

During the first quarter of 2022, certain executives were issued share awards in lieu of cash paid variable incentive compensation (“Share Awards”). These Share Awards vested upon grant. The fair value of the Share Awards granted was C$2.40 ($1.88), which was determined using the closing price of the Company’s common shares on the grant date.

In the first quarter of 2023, 36,254 Share Awards were issued to a consultant as compensation for services rendered. During the quarter ended June 30, 2023, certain executives were issued Share Awards in lieu of cash paid variable incentive compensation. These Share Awards vested upon grant. The fair value of the Share Awards granted was C$0.49 ($0.34), which was determined using the closing price of the Company’s common shares on the grant date.

Performance share units

During the quarter ended June 30, 2023, certain executives were issued a strategic equity grant through Performance share units (“PSUs”). The performance period of the PSUs is from January 1, 2023 to December 31, 2026 with a cliff vesting term for December 31, 2026. 2,584,161 PSUs were granted and depending on the level of performance, the PSUs will vest 100%, 160% or 190% up to a maximum of 4,909,907 PSUs. Settlement will be made in the form of shares issued from treasury. The performance measures are a combination of Revenue and Earnings Before Interest, Taxes, Depreciation and Amortization and both targets have to be achieved. As of June 30, 2023, the fair value of these PSUs have been deemed to be nil based on the likelihood of achieving the targets compared to current results.

Deferred share units

Granted under the DSU Plan

The fair value of the DSU liability and the corresponding expense is charged to profit or loss at the grant date. Subsequently, at each reporting date between the grant date and settlement date, the fair value of the liability is remeasured with any changes in fair value recognized in profit or loss for the period. DSUs outstanding at June 30, 2023 had a fair value of $0.4 million which is included in other liabilities on the balance sheet (December 31, 2022 – $0.6 million).

Granted under the 2023 LITP

DSUs granted after May 30, 2023 (the "New DSUs") will be settled by way of the provision of cash or shares (or a combination thereof) to the Directors, at the discretion of the Company. The Company intends to settle these DSUs through issuances of common shares. The weighted average fair value of the DSUs granted in 2023 was $0.27, which was determined using the closing price of the Company’s common shares on the grant date. New DSUs outstanding at June 30, 2023 had a fair value of $0.2 million which is included in other liabilities on the balance sheet (December 31, 2022 – $nil).

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Options

The following summarizes options forfeited during the periods:

	Number of	Weighted average
	options	exercise price C$
Outstanding at December 31, 2021	4,064,489	6.64
Forfeited	(2,520,220 )	6.40
Outstanding at June 30, 2022	1,544,269	6.82
Outstanding at December 31, 2022	1,480,069	7.03
Forfeited	(906,638 )	6.98
Outstanding and Exercisable at June 30, 2023	573,431	7.02

No options were granted during the three months and six months ended June 30, 2023.

Range of exercise prices outstanding and exercisable at June 30, 2023:

	Options outstanding	Options exercisable
	Weighted Weighted	Weighted Weighted
	Number of average average	average average
	options remaining exercise	Number remaining exercise
Range of exercise prices	life price C$	exercisable life price C$
C$6.01 – C$7.00	333,375 0.29 $ 6.44	333,375 0.29 $ 6.44
C$7.01 –C$7.84	240,056 0.88 $ 7.84	240,056 0.88 $ 7.84
Total	573,431	573,431

Dilutive Instruments

For the three months ended June 30, 2023, 2.2 million RSUs and PRSUs (2022 - 3.7 million), 0.7 million New DSUs (2022 - nil), 2.6 million PSUs (2022 - nil), 1.3 million shares relating to equity-settled Variable Pay Plan (“VPP”) (2022 - nil), and 221.3 million (2022 – 53.8 million) shares would be issued if the principal amount of the Debentures were settled in our common shares at the quarter end price and were included in the diluted EPS calculation. See Note 12 for the dilutive impact on net income per share.

For the six months ended June 30, 2023, 0.6 million options (2022 – 1.5 million), 4.2 million RSUs and PRSUs (2022 – 3.7 million), 0.7 million New DSUs (2022 - nil), 2.6 million PSUs (2022 - nil), 1.3 million shares relating to equity-settled VPP (2022 - nil), and 221.3 million shares which would be issued if the principal amount of the Debentures were settled in our common shares at the quarter end share price (2022 – 53.8 million) were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive to the net loss per share.

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12. EARNINGS PER SHARE

	For	the Three Months Ended June 30,	the Three Months Ended June 30,	the Three Months Ended June 30,	For	the Six Months Ended June 30,	the Six Months Ended June 30,	the Six Months Ended June 30,
		2023	2022			2023		2022
Net income (loss) per share - basic
Net income (loss)(thousands of U.S. dollars)	$	2,206	$ (19,288 )		$	(9,228 )	$	(42,330 )
Weighted average number of shares
outstanding(thousands of shares)		100,502	86,023			99,303		85,739
Net income (loss) per share(dollars)	$	0.02	$	(0.22 )	$	(0.09 )	$	(0.49 )
Net income (loss) per share - diluted
Net income (loss)(thousands of U.S. dollars)	$	2,206	$ (19,288 )		$	(9,228 )	$	(42,330 )
Interest onConvertible debentures	$	857		NA		NA		NA
	$	3,063	$ (19,288 )		$	(9,228 )	$	(42,330 )
Weighted average number of shares
outstanding(thousands of shares)		100,502	86,023			99,303		85,739
Dilutive debentures on convertible debt
(thousands of shares) (1)		221,324		-		-		-
Dilutive RSUs and PRSUs(thousands of shares) (2)		2,201		-		-		-
Dilutive New DSUs(thousands of shares) (3)		669		-		-		-
Dilutive PSUs(thousands of shares) (3)		2,584		-		-		-
Dilutive VPP(thousands of shares) (3)		1,296		-		-		-
Weighted average number of shares
outstanding, assuming dilution (thousands of
shares)		328,576	86,023			99,303		85,739
Net income (loss) per share(dollars)	$	0.01	$	(0.22 )	$	(0.09 )	$	(0.49 )

(1) For the three and six months ended June 30, 2022, the Net income (loss) per share - diluted excludes the effect of 53.8 million shares related to the Debentures. For the six months ended June 30, 2023, the Net income (loss) per share - diluted excludes the effect of 221.3 million shares related to the Debentures. These would be issued if the principal amount of the Debentures were settled in our common shares at the quarter end price and are excluded as they would be anti-dilutive.

(2) For the three and six months ended June 30, 2022, the Net income (loss) per share - diluted excludes the effect of 5.5 million and 4.3 million RSUs and PRSUs, respectively. For the six months ended June 30, 2023, the Net income (loss) per share - diluted excludes the effect of 2.1 million RSUs and PRSUs. These would have the potential to dilute basic earnings per share. (3) For the six months ended June 30, 2023, the Net income (loss) per share - diluted excludes the effect of 0.7 million New DSUs, 2.6 million PSUs, and 1.3 million shares relating to equity-settled VPP. These would have the potential to dilute basic earnings per share.

13. REVENUE

In the following table, revenue is disaggregated by performance obligation and timing of revenue recognition. All revenue comes from contracts with customers. See Note 14 for the disaggregation of revenue by geographic region.

	For the Three Months Ended June 30,	For the Three Months Ended June 30,
			For the Six Months Ended June 30,
	2023	2022	2023	2022
Product	38,710	38,098	70,191	71,291
Transportation	4,614	4,795	8,402	8,856
LicensefeesfromConstruction Partners	210	198	417	395
Total product revenue	43,534	43,091	79,010	80,542
Installationand otherservices	1,219	1,610	2,451	2,445
	44,753	44,701	81,461	82,987

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DIRTT sells its products and services pursuant to fixed-price contracts which generally have a term of one year or less. The transaction price used in determining the amount of revenue to recognize from fixed-price contracts is based upon agreed contractual terms with each customer and is not subject to variability.

	For the Three Months Ended June 30,	For the Three Months Ended June 30,
			For the Six Months Ended June 30,
	2023	2022	2023	2022
At a point in time	43,324	42,893	78,593	80,147
Overtime	1,429	1,808	2,868	2,840
	44,753	44,701	81,461	82,987

Revenue recognized at a point in time represents the majority of the Company’s sales. Revenue is recognized when a customer obtains legal title to the product, which is when ownership of the product is transferred to, or services are delivered to, the customer. Revenue recognized over time is limited to installation and ongoing maintenance contracts with customers and is recorded as performance obligations which are satisfied over the term of the contract.

Contract Liabilities

		As at
	June 30, 2023	December 31, 2022	December 31, 2021
Customer deposits	5,303	4,458	1,959
Deferredrevenue	709	408	461
Contract liabilities	6,012	4,866	2,420

Contract liabilities primarily relate to deposits received from customers and maintenance revenue from license subscriptions. The balance of contract liabilities was higher at June 30, 2023 compared to December 31, 2022 mainly due to the AWI transaction. Contract liabilities as at December 31, 2022 and 2021, respectively, totaling $4.7 million and $2.3 million were recognized as revenue during the six months ended June 30, 2023 and 2022, respectively.

Sales by Industry

The Company periodically reviews the growth of product and transportation revenue by vertical market to evaluate the success of industry-specific sales initiatives. The nature of products sold to the various industries is consistent and therefore review is focused on sales performance.

	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,
	2023	2022	2023	2022
Commercial	26,378	29,618	50,882	53,662
Healthcare	10,457	5,091	16,628	12,055
Government	3,268	5,041	5,975	8,322
Education	3,221	3,143	5,108	6,108
LicensefeesfromConstruction Partners	210	198	417	395
Total product and transportation revenue	43,534	43,091	79,010	80,542
Installationand otherservices	1,219	1,610	2,451	2,445
	44,753	44,701	81,461	82,987

14. SEGMENT REPORTING

The Company has one reportable and operating segment and operates in two principal geographic locations - Canada and the United States. Revenue continues to be derived almost exclusively from projects in North America and predominantly from the United States. The Company’s revenue from operations from external customers, based on location of operations, and information about its non-current assets, is detailed below.

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Revenue from external customers

Revenue from external customers
	For the Three Months Ended June 30,			For the Six Months Ended June 30,
	2023		2022	2023	2022
Canada	4,000		7,417	8,912	12,668
U.S.	40,753		37,284	72,549	70,319
	44,753		44,701	81,461	82,987

Non-current assets

Non-current assets
	As at
	June 30, 2023	December 31, 2022
Canada	31,963	28,251
U.S.	50,379	53,277
	82,342	81,528

15. INCOME TAXES

As at June 30, 2023, the Company had a valuation allowance of $31.9 million against deferred tax assets as the Company has experienced cumulative losses in recent years (December 31, 2022 – $29.8 million).

16. COMMITMENTS

As at June 30, 2023, the Company had outstanding purchase obligations of approximately $3.8 million related to inventory and property, plant and equipment purchases (December 31, 2022 – $2.2 million). As at June 30, 2023, the Company had undiscounted operating lease liabilities of $61.2 million (December 31, 2022 – $48.7 million).

17. RELATED PARTY TRANSACTIONS

On March 15, 2023, the Company entered into a Debt Settlement Agreement (the "Debt Settlement Agreement") with 22NW Fund, LP ("22NW") and Aron English, 22NW's principal and a director of DIRTT, (together, the "22NW Group") who, collectively, beneficially own approximately 19.5% of the Company's issued and outstanding common shares. Pursuant to the Debt Settlement Agreement, the Company agreed to reimburse the 22NW Group for the costs 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, being approximately $1.6 million (the "Debt").

Pursuant to the Debt Settlement Agreement, the Company agreed to repay the Debt by either, or a combination of (i) a payment in cash by the Company to the 22NW Group, and/or (ii) the issuance of equity securities of the Company to the 22NW Group. Under the Debt Settlement Agreement, a cash payment shall not be made to settle the Debt unless permitted under the terms of the Extended RBC Facility.

In connection with the Debt Settlement Agreement, on March 15, 2023, the Company entered into a share issuance agreement with the 22NW Group, pursuant to which the Company agreed to repay the Debt with the issuance to the 22NW Group of 3,899,745 common shares at a deemed price of $0.40 per common share, subject to approval by the Company’s shareholders.

At the Annual General Meeting on May 30, 2023, shareholders voted to approve the issuance of common shares, and on June 2, 2023, the Company issued 3,899,745 common shares to 22NW Group as repayment for the Debt.

Other related party transactions for the three and six months ended June 30, 2023, relate to the sale of DIRTT products and services to the 22NW Group for $nil and $0.3 million, respectively. The sale to 22NW Group was based on price lists in force and terms that are available to all employees.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited interim condensed consolidated financial statements and related notes and other financial information appearing in this Quarterly Report. This discussion contains forward-looking statements reflecting our current expectations and estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those described under the headings “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Quarterly Report.

Summary of Financial Results

DIRTT Environmental Solutions Ltd. and its subsidiary (“DIRTT”, the “Company”, “we” or “our”) is a global leader in industrialized construction. DIRTT's system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the workplace, healthcare, education, and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule, and outcomes.

DIRTT’s proprietary design integration software, ICE® (“ICE” or “ICE software”), translates the vision of architects and designers into a 3D model that also acts as manufacturing information. ICE is also licensed to unrelated companies and Construction Partners of the Company. As of May 9, 2023, AWI owns a 50% interest in the rights, title and interests in all the intellectual property rights in a portion of the ICE Software that is used by AWI.

Key Second Quarter Highlights

• Revenues for the quarter ended June 30, 2023 were $44.8 million, an increase of $0.1 million or 0.1% from $44.7 million for the same period in 2022, and a $8.0 million or 22% increase from the first quarter of 2023. Compared to the same period in 2022, the increase in revenue is driven by an increase in pricing, but offset by a decrease in total order volume. Compared to the first quarter of 2023, second quarter activity is higher, in line with seasonal demand patterns and timing of project schedules.

• Gross profit and gross profit margin for the quarter ended June 30, 2023 was $14.6 million or 32.5% of revenue, an increase of $8.3 million or 132% from $6.3 million or 14.0% of revenue for the quarter ended June 30, 2022 and an increase of $5.9 million or 68% from $8.7 million or 23.7% of revenue for the first quarter of 2023. Adjusted Gross Profit (see “– Non-GAAP Financial Measures”) for the three months ended June 30, 2023 was $16.2 million. This represents a $7.7 million or 91% increase over the comparative period in 2022 and $5.7 million or 55% from the first quarter of 2023. Adjusted Gross Profit Margin (see “– Non-GAAP Financial Measures”) for the second quarter of 2023 was 36.2%, a 1,723 bps improvement over the comparative period and 772 bps improvement from the first quarter of 2023. The increase in Adjusted Gross Profit and Adjusted Gross Profit Margin compared to the previous and comparative quarters is due to having better leverage over fixed costs through price increases and reduced fixed costs. General inflation in services and labor costs have been offset by the favorable impact from the weakening Canadian dollar during the quarter.

• During the second quarter of 2023, we eliminated approximately 4% of our salaried workforce office positions which we expect to yield annualized savings of approximately $2.6 million. One-time costs associated with these reductions during the quarter totaled $0.7 million and is included in reorganization expenses.

• On May 9, 2023, we entered into the Co-Ownership Agreement and Partial Patent Assignment Agreement with AWI. We concurrently entered into the ARMSA with AWI, under which AWI has also prepaid certain development services to be provided by DIRTT. Through these arrangements we received $10.9 million of cash and recognized a gain on the sale of software and patents of $6.1 million during the quarter ended June 30, 2023.

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• Net income for the second quarter of 2023 was $2.2 million compared to a $19.3 million net loss for the same period of 2022. The higher income is primarily the result of the higher gross profit margin of $8.3 million (as explained above), a $8.7 million reduction in operating expenses including a $3.7 million reduction in reorganization costs, a $6.1 million one-time gain on sale of software and patents, a $0.1 million increase in interest income and $0.1 million decrease in interest expense, offset by a $1.9 million increase in foreign exchange loss.

• Adjusted EBITDA (see “– Non-GAAP Financial Measures”) for the second quarter of 2023 was $1.9 million or 4.1%, an improvement of $11.3 million from a $9.4 million loss or (21.1)% for the second quarter of 2022. This improvement was driven by the price increases and improved product mix discussed above, as well as the cost reduction measures taken by the Company over the previous year. The gain on sale of software and patents to AWI was excluded from Adjusted EBITDA as this is considered nonrecurring and not indicative of ongoing Company performance.

• Approximately $3.8 million of cash was provided by operating activities in the second quarter of 2023 compared to $17.8 million of cash used in the second quarter of 2022. Our cashflow has improved compared to earlier quarters due to improved gross margin, our cost reduction initiatives and strategic actions and careful working capital management. This quarter, our cashflow also benefited from the receipt of $2.6 million from the ERC government subsidy.

In the first quarter of 2023, we changed our methodology for calculating and disclosing our forward twelve month pipeline as the macroeconomic environment has been impacting our ability to close and convert qualified leads on a timely basis. Accordingly, we are now disclosing qualified leads, defined as quantity of projects being pursued, and our pipeline, defined as working with an engaged client on assessment of DIRTT as a prefabricated interior solution provider. We have begun using these new measures as they better measure expected near term performance given our operating environment has been prone to change due to macroeconomic factors such as worksite labor availability, interest rate changes, and recessionary impacts on construction projects.

We have also increased the scrutiny on the expected timing of orders that are expected to be delivered between six and twelve months in the future. This has resulted in a decrease in our forward twelve-month pipeline, illustrated in the table below.

			As at
	July 1, 2023	January 1, 2023	% Change		July 1, 2022	% Change
Twelve Month Forward Pipeline ($ 000s)
Commercial	145,750	141,293		3 %	158,306		(8 %)
Healthcare	35,124	55,719		(37 %)	48,093		(27 %)
Government	29,724	32,313		(8 %)	30,718		(3 %)
Education	9,260	17,201		(46 %)	19,017		(51 %)
	219,858	246,526		(11 %)	256,134		(14 %)
Leads (#)	872	721		21 %	417		109 %

Our current twelve month forward pipeline has a higher mix of projects that are further along in the order cycle, and thus we believe our current presentation is a better reflection of future revenue. It should be noted that our total pipeline, including those orders expected to place beyond twelve months, has remained flat year over year.

Our qualified leads being pursued with expected projects in the next twelve months was 872 as of July 1, 2023, as compared to 721 at January 1, 2023 and 417 as of July 1, 2022. The Company has increased its qualified leads as a result of the implementation of our customer relationship management system, as well as improved communication and collaboration to our commercial organization.

Despite this new pipeline presentation, we have not changed our view on near to mid-term growth for the Company, discussed below within the “Outlook” section.

22

Outlook

Through the first six months of 2023 we have seen continued volatility in economic conditions, especially in regions with concentrated sales to the technology and banking sectors. These conditions included layoffs in the technology sector, reduction in short-term needs for office space, and increasing interest rates impacting borrowings, resulting in certain larger projects that were planned for the first two quarters of 2023 being deferred or canceled.

In response, and as discussed in our previous 10-Q filing, we identified and took action to reduce annualized overhead costs by $5.0 million during the first quarter of 2023. Further, on May 8, 2023, the Company reduced its salaried workforce, resulting in annualized savings of $2.6 million. One-time costs associated with these reductions, incurred in the second quarter of 2023 were approximately $0.7 million.

In some aspects, the aforementioned macroeconomic uncertainty has subsided. Various inflation metrics have improved over the three months ended June 30, 2023 and certain recession indicators have eased. We have seen improved demand for our products, beginning in mid-April. From May 1 to June 30, 2023, the Company generated $33.3 million in total revenue and an associated $3.5 million in Adjusted EBITDA, with Adjusted Gross Profit during the same period of 39.2%. Further, we have been awarded several large projects during the second quarter of 2023, including Bechtel and Visa, which began to order during the second quarter of 2023, with Apache expected to order during the second half of 2023. These projects are expected to deliver an aggregate of $10 to $15 million in revenue during 2023.

Total revenue for the second quarter of 2023 increased by approximately $8.0 million, or 22% from the first quarter of 2023. We expect a sequential increase in revenue in the third quarter of 2023 over the second quarter of 2023, though not to the same extent.

For fiscal 2023, we continue to project low to mid-single digit growth in total revenue over 2022, a trend we expect to continue into 2024 based on our current twelve month forward pipeline.

We have meaningfully reduced our cost footprint and lowered our estimated revenue breakeven point. In tandem with the improved gross profit percentages and the cash initiatives discussed above, we believe we are positioned to weather the current macroeconomic conditions, while continuing to invest in our technology and commercial organizations. We will continue to evaluate our cost structure and respond to the inflationary impacts to labor, materials and services in an efficient manner consistent with our goal to maintain healthy gross profit and Adjusted EBITDA margins.

Non-GAAP Financial Measures

Note Regarding Use of Non-GAAP Financial Measures

Our condensed consolidated interim financial statements are prepared in accordance with GAAP. These GAAP financial statements include non-cash charges and other charges and benefits that we believe are unusual or infrequent in nature or that we believe may make comparisons to our prior or future performance difficult.

As a result, we also provide financial information in this Quarterly Report that is not prepared in accordance with GAAP and should not be considered as an alternative to the information prepared in accordance with GAAP. Management uses these non-GAAP financial measures in its review and evaluation of the financial performance of the Company. We believe that these non-GAAP financial measures also provide additional insight to investors and securities analysts as supplemental information to our GAAP results and as a basis to compare our financial performance period-over-period and to compare our financial performance with that of other companies. We believe that these non-GAAP financial measures facilitate comparisons of our core operating results from period to period and to other companies by removing the effects of our capital structure (net interest income on cash deposits, interest expense on outstanding debt and debt facilities, or foreign exchange movements), asset base (depreciation and amortization), the impact of under-utilized capacity on gross profit, tax consequences, reorganization expense, onetime non-recurring charges or gains (such as gain on sale of software and patents), and stock-based compensation. We remove the impact of all foreign exchange from Adjusted EBITDA. Foreign exchange gains and losses can vary significantly period-to-period due to the impact of changes in the U.S. and Canadian dollar exchange rates on foreign currency denominated monetary items on the balance sheet and are not reflective of the underlying operations of the Company. We remove the impact of under-utilized capacity from gross profit, and fixed production overheads are allocated to inventory on the basis of normal capacity of the production facilities. In periods where production levels are abnormally low, unallocated overheads are recognized as an expense in the period in which they are incurred. In addition, management bases certain forward-looking estimates and budgets on non-GAAP financial measures, primarily Adjusted EBITDA.

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Government subsidies, depreciation and amortization, stock-based compensation expense, reorganization expense, foreign exchange gains and losses and impairment expenses are excluded from our non-GAAP financial measures because management considers them to be outside of the Company’s core operating results, even though some of those receipts and expenses may recur, and because management believes that each of these items can distort the trends associated with the Company’s ongoing performance. We believe that excluding these receipts and expenses provides investors and management with greater visibility to the underlying performance of the business operations, enhances consistency and comparativeness with results in prior periods that do not, or future periods that may not, include such items, and facilitates comparison with the results of other companies in our industry.

The following non-GAAP financial measures are presented in this Quarterly Report, and a description of the calculation for each measure is included.

Adjusted Gross Profit	Gross profit before deductions for costs of under-utilized
	capacity, depreciation and amortization
Adjusted Gross Profit Margin	Adjusted Gross Profit divided by revenue
EBITDA	Net income before interest, taxes, depreciation and amortization
Adjusted EBITDA	EBITDA adjusted to remove foreign exchange gains or losses;
	impairment expenses; reorganization expenses; stock-based
	compensation expense; government subsidies; one-time, non-
	recurring charges and gains; and any other non-core gains or
	losses
Adjusted EBITDA Margin	Adjusted EBITDA divided by revenue

You should carefully evaluate these non-GAAP financial measures, the adjustments included in them, and the reasons we consider them appropriate for analysis supplemental to our GAAP information. Each of these non-GAAP financial measures has important limitations as an analytical tool due to exclusion of some but not all items that affect the most directly comparable GAAP financial measures. You should not consider any of these non-GAAP financial measures in isolation or as substitutes for an analysis of our results as reported under GAAP. You should also be aware that we may recognize income or incur expenses in the future that are the same as, or similar to, some of the adjustments in these non-GAAP financial measures. Because these non-GAAP financial measures may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

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Results of Operations

Three and Six Months Ended June 30, 2023, Compared to the Three and Six Months Ended June 30, 2022

	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,
	2023 2022		% Change	2023 2022		% Change
	($ in thousands)			($ in thousands)
Revenue	44,753	44,701	0	81,461	82,987	(2 )
Gross Profit(1)	14,557	6,276	132	23,239	9,563	143
Gross Profit Margin	32.5 %	14.0 %		28.5 %	11.5 %
Operating Expenses
Sales and Marketing	6,626	7,777	(15 )	12,141	15,005	(19 )
General and Administrative	5,501	6,877	(20 )	11,334	14,870	(24 )
Operations Support	1,822	2,528	(28 )	3,812	5,026	(24 )
Technology and Development	1,277	1,879	(32 )	2,816	4,019	(30 )
Stock-Based Compensation	678	1,326	(49 )	1,474	2,628	(44 )
Reorganization	1,465	5,163	(72 )	2,536	8,855	(71 )
Related PartyExpense(recovery)	(532 )	-	100	1,524	-	100
Total Operating Expenses	16,837	25,550	(34 )	35,637	50,403	(29 )
Operating Loss	(2,280 )	(19,274 )	(88 )	(12,398 )	(40,840 )	(70 )
Operating Margin	(5.1 )%	(43.1 )%		(15.2 )%	(49.2 )%
Government subsidies	88	49	80	236	624	(62 )
Gain on sale of software and	6,145	-	NA	6,145	-	NA
patents
Foreign exchange (loss) gain	(620 )	1,246	(150 )	(881 )	514	(271 )
Interest income	106	20	430	110	31	255
Interest expense	(1,233 )	(1,329 )	(7 )	(2,440 )	(2,659 )	(8 )
	4,486	(14 )	32,143	3,170	(1,490 )	(313 )
Net income (loss) before tax	2,206	(19,288 )	111	(9,228 )	(42,330 )	78
Current and deferred income tax	-	-	NA	-	-	NA
expense(recovery)
	-	-	NA	-	-	NA
Net income (loss)	2,206	(19,288 )	111	(9,228 )	(42,330 )	78
(1) Gross Profit for the six months ended June 30, 2022, includes $1.1 million of accelerated depreciation and					amortization on software
associated with discontinued product lines and the closure of the Phoenix Facility

Revenue

Revenue reflects sales to our Construction Partners for resale to their clients and, in limited circumstances, our direct sales to clients. Our revenue is generally affected by the timing of when orders are executed, particularly large orders, which can add variability to our financial results and shift revenue between quarters.

The following table sets forth the contribution to revenue of our DIRTT product and service offerings:

	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,
	2023	2022 % Change		2023 2022 % Change
		($ in thousands)		($ in thousands)
Product	38,710	38,098	2	70,191	71,291	(2 )
Transportation	4,614	4,795	(4 )	8,402	8,856	(5 )
License fees from Construction
	210	198	6	417	395	6
Partners
Total product revenue	43,534	43,091	1	79,010	80,542	(2 )
Installationand otherservices	1,219	1,610	(24 )	2,451	2,445	0
	44,753	44,701	0	81,461	82,987	(2 )

Beginning in 2020, we experienced significant increases in nearly all of our material input costs, including raw materials, shipping materials, labor, and freight. This led to significant gross margin compression in 2021 and 2022. Effective November 16, 2021, DIRTT increased product and transportation prices on new projects by approximately 6.5%. On February 17, 2022, we implemented a further price increase of 5% that came into effect June 1, 2022. On

25

June 21, 2022 an additional price increase of 10% was announced effective July 21, 2022. These increases have improved revenue and profitability through better recovery of the material input costs previously discussed.

Revenue for the six months ended June 30, 2023, was $81.5 million, a decrease of $1.5 million compared to $83.0 million in the comparative period of 2022. The first six months of 2023 were impacted by macroeconomic conditions, including layoffs in the tech sector and rising interest rates, both of which have had an impact on our pipeline. For example, one large project with a customer in the technology sector that was originally scheduled for the first quarter of 2023 was deferred indefinitely. During the quarter ended June 30, 2023, revenue was $44.8 million, an increase of $0.1 million compared to the comparative period of 2022 of $44.7 million.

Installation and other services revenue was $1.2 million for the quarter ended June 30, 2023 compared to $1.6 million in the quarter ended June 30, 2022 and $2.5 million in the six months ended June 30, 2023 compared to $2.4 million in the same period of 2022. This revenue primarily reflects services performed by our ICE and design teams for third parties. Except in limited circumstances, our Construction Partners, rather than the Company, perform installation services, and accordingly, we are not anticipating significant growth in this revenue stream.

Our success is partly dependent on our ability to profitably develop our Construction Partner network to expand our market penetration and ensure best practices are shared across local markets. At June 30, 2023, we had 68 (March 31, 2023: 67; December 31, 2022: 67) Construction Partners servicing multiple locations. In March 2023, we announced the expansion of six of our DIRTT Construction Partners into new markets as we expand the reach of DIRTT products in North America.

We periodically analyze our revenue growth by vertical markets in the defined markets of commercial, healthcare, government and education. While the commercial sector has been challenged by the macroeconomic factors discussed previously, we are seeing increased growth in our healthcare sector, as an increase in new construction starts and the heightened need for adaptability and flexibility in the years after COVID-19 have increased the demand for our products. We continue to see growth opportunities in the government and education sectors and have restructured our sales leadership function, prioritizing oversight of these verticals.

The following table presents our product and transportation revenue by vertical market:

	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,
	2023	2022 % Change		2023 2022 % Change
		($ in thousands)		($ in thousands)
Commercial	26,378	29,618	(11 )	50,882	53,662	(5 )
Healthcare	10,457	5,091	105	16,628	12,055	38
Government	3,268	5,041	(35 )	5,975	8,322	(28 )
Education	3,221	3,143	2	5,108	6,108	(16 )
License fees from Construction	210	198	6	417	395	6
Partners
Total product revenue	43,534	43,091	1	79,010	80,542	(2 )
Servicerevenue	1,219	1,610	(24 )	2,451	2,445	0
	44,753	44,701	0	81,461	82,987	(2 )

	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,
	2023 2022		2023 2022
	(in %)		(in %)
Commercial	61	69	65	67
Healthcare	24	12	21	15
Government	8	12	8	10
Education	7	7	6	8
Total Product Revenue(1)	100	100	100	100

(1) Excludes license fees from Construction Partners.

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Commercial revenues decreased by 11% from the prior year period. Revenues in the second quarter of 2022 were higher as customers placed orders and accelerated deliveries prior to the 10% price increase that was implemented in July 2022. Healthcare revenues increased by 105% in the second quarter of 2023 from the same period of 2022. The quarter ended June 30, 2023 includes two large healthcare customers totaling $5.6 million. Such sales tend to be larger individual projects and are subject to timing due to a typically longer sales cycle, resulting in variability in sales levels. Government revenues in the second quarter of 2023 decreased by 35% from the prior period. Similar to healthcare, government revenues tend to be larger individual projects. Education sales in the second quarter of 2023 were consistent with the prior year period at $3.2 million. Both healthcare and education sectors included a higher magnitude of smaller projects in the second quarter of 2023 than in the second quarter of 2022.

For the six months ended June 30, 2023 commercial revenues decreased by 5% from the prior year period. Healthcare revenues increased by 38% in the first half of 2023 from the same period of 2022. Government revenues decreased by 28% from the prior year period. Education sales in the first half of 2023 were down 16% from 2022. Both the healthcare and education sectors included a higher magnitude of smaller projects in 2023 than 2022. During 2023, we have experienced an increase in quotes for healthcare and education related projects, but these tend to have longer project lifecycles than commercial projects.

Revenue continues to be derived almost exclusively from projects in North America and predominantly from the United States. The following table presents our revenue dispersion by geography:

	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,
	2023	2022 % Change		2023 2022 % Change
		($ in thousands)		($ in thousands)
Canada	4,000	7,417	(46 )	8,912	12,668	(30 )
U.S.	40,753	37,284	9	72,549	70,319	3
	44,753	44,701	0	81,461	82,987	(2 )

Historically, approximately 15-25% and 75-85% of revenues are derived from sales to Canada and the United States, respectively.

Sales and Marketing Expenses

Sales and marketing expenses decreased by $1.2 million to $6.6 million for the three months ended June 30, 2023, from $7.8 million for the three months ended June 30, 2022 and $2.9 million to $12.1 million for the six months ended June 30, 2023 from $15.0 million from the same period of 2022. The decreases were largely related to a realignment of back office support and territory coverage and cost structure with current demand levels. We expect to increase the investment in this function during 2023 in order to support organic revenue growth. We incurred $0.4 million in costs associated with Connext, our annual open house event in Chicago, Illinois, which coincided with a major commercial interior show in North America, NeoCon.

General and Administrative Expenses

General and administrative expenses decreased by $1.4 million to $5.5 million for the three months ended June 30, 2023 from $6.9 million for the three months ended June 30, 2022. The decrease was primarily related to a decrease in professional services of $1.3 million, which included $0.3 million related to the costs of the contested director elections, and an additional $0.1 million decrease in communications costs associated with our cost savings initiatives.

For the six months ended June 30, 2023, general and administrative expenses decreased $3.5 million to $11.3 million from $14.9 million driven by a $3.1 million reduction in professional services which included $1.8 million related to the costs of the contested director elections, a $0.2 million reduction in office and communication costs and a $0.4 million reduction in depreciation.

Operations Support Expenses

Operations support is comprised primarily of project managers, order entry and other professionals that facilitate the integration of our Construction Partner project execution and our manufacturing operations. Operations support expenses decreased by $0.7 million from $2.5 million for the three months ended June 30, 2022 to $1.8 million for the three months ended June 30, 2023. The decrease was primarily due to a $0.6 million decrease in salaries and benefits costs associated with the planned headcount reductions as part of our cost savings initiatives. Operations support expenses decreased $1.2 million for the six months ended June 30, 2023 to $2.8 million from $4.0 million in the same period of 2022 mostly related to a $1.2 million decrease in salaries and benefits costs.

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Technology and Development Expenses

Technology and development expenses relate to non-capitalizable costs associated with our product and software development teams and are primarily comprised of salaries and benefits of technical staff.

Technology and development expenses decreased by $0.6 million to $1.3 million for the three months ended June 30, 2023, compared to $1.9 million for the three months ended June 30, 2022, primarily related to decreased salaries and benefits costs associated with the planned headcount reductions as part of our cost savings initiatives. For the six months ended June 30, 2023, technology and development costs decreased by $1.2 million to $2.8 million from $4.0 million in the same period of 2022 related to a decrease in salaries and benefits costs and an increase in capitalized software development costs.

Stock-Based Compensation

Stock-based compensation expense for the three and six months ended June 30, 2023 was $0.7 million and $1.5 million, respectively, compared to $1.3 million and $2.6 million in the same periods of 2022. The decrease was largely due to grants of RSUs and share awards which occurred in the first quarter of 2022 but in 2023 were granted in the second quarter. Grants for RSUs in lieu of cash compensation to the Company’s interim Chief Executive Officer in 2022 were not repeated in 2023. DSUs were granted to the Board of Directors, lowered by the impact of fair value adjustments on cash settled awards as a result of our share price decreasing during the quarter ended June 30, 2023.

Reorganization

Reorganization expenses for the quarter of $1.5 million decreased from $5.2 million in the prior period. Current quarter costs relate primarily to termination costs associated with actions taken to streamline our back office and operational support functions, as discussed herein and in our quarterly report on Form 10-Q for the period ended March 31, 2023, which are expected to contribute $2.6 million in annualized savings. Second quarter of 2022 reorganization costs were driven by the closure of Phoenix Facility and the one-time costs associated with a reduction of salaried workforce and two executives.

Reorganization costs decreased to $2.5 million for the six months ended June 30, 2023 from $8.9 million for the same period of 2022. Six month costs in 2023 relate primarily to termination costs discussed above while the costs in 2022 relate to expenditures in closing the Phoenix Facility and costs associated with workforce reductions and changes in management.

Related Party Expense (Recovery)

On March 15, 2023, the Company entered into a Debt Settlement Agreement (the "Debt Settlement Agreement") with 22NW Fund, LP ("22NW") and Aron English, 22NW's principal and a director of DIRTT, (together, the "22NW Group") who, collectively, beneficially own approximately 19.5% of issued and outstanding common shares. Pursuant to the Debt Settlement Agreement, the Company agreed to reimburse the 22NW Group for the costs 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, being $1.6 million (the "Debt").

Pursuant to the Debt Settlement Agreement, the Company agreed to repay the Debt by either, or a combination of (i) a payment in cash by the Company to the 22NW Group, and/or (ii) the issuance of equity securities of the Company to the 22NW Group. Under the Debt Settlement Agreement, a cash payment shall not be made to settle the Debt unless permitted under the terms of the Extended RBC Facility.

In connection with the Debt Settlement Agreement, on March 15, 2023, the Company entered into a share issuance agreement with the 22NW Group, pursuant to which the Company agreed to repay the Debt with the issuance to the 22NW Group of 3,899,745 common shares at a deemed price of $0.40 per common share, subject to approval by shareholders.

At the Annual General Meeting on May 30, 2023 shareholders voted to approve the issuance of common shares, and on June 2, 2023, the Company issued 3,899,745 common shares to 22NW Group as repayment for the Debt. Upon settlement, the debt was revalued at the higher of the deemed price of $0.40 per common share and the May 30, 2023 market price of $0.38 per common share resulting in a recovery from the balance recorded at March 31, 2023 which had been valued at a price of $0.53 per common share.

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Government Subsidies

The Company was not eligible and did not receive any new government subsidies in the quarter ended June 30, 2023. The Company received $0.2 million of interest with the collection of the ERC during the six months ended June 30, 2023.

Pursuant to amendments enacted as part of the 2021 Canadian federal budget, the Company was required to repay a portion of the Canadian Emergency Wage Subsidy ("CEWS") amounts received for any qualifying period commencing after June 5, 2021 where the aggregate compensation for “specified executives” (within the meaning of the CEWS) during the 2021 calendar year exceeds the aggregate compensation for “specified executives” during the 2019 calendar year. Upon finalization of 2021 compensation to specified executives, approximately C$0.5 million ($0.4 million) of subsidies was expected to be returned to the Canadian authorities in the second quarter of 2022. The amount was fully provided for in the third quarter of 2021 and in the first quarter of 2022 and the Company reversed a $0.6 million incremental provision related to this that was no longer necessary.

Gain on sale of software and patents

On May 9, 2023, we entered into the Co-Ownership Agreement and Partial Patent Assignment Agreement with AWI. The agreements provide for a cash payment from AWI to the Company of $10.0 million, subject to certain routine closing conditions, in exchange for the partial assignment to AWI and resulting co-ownership of a 50% interest in the rights, title and interests in certain intellectual property rights in a portion of the ICE software that is used by AWI (the “Applicable ICE Code”), including a 50% interest in the patent rights that relate to the Applicable ICE Code. We also agreed under the Co-Ownership Agreement to provide AWI a transfer of knowledge concerning the source code of the Applicable ICE Code. In exchange for completing the knowledge transfer, we will receive an additional cash payment of $1.0 million, which is expected to be received by early 2024. The Co-Ownership Agreement provides that we and AWI have separate exclusive fields of use and restrictive covenants with respect to the Applicable ICE Code and related intellectual property which survive until either party elects to separate from its relationship with the other and for five years thereafter. We concurrently entered into the ARMSA with AWI, under which AWI has also prepaid for certain development services to be provided by DIRTT. The ARMSA will automatically terminate if the Co-Ownership Agreement is terminated or expires, and may also be terminated if either party breaches the exclusive fields of use or restrictive covenants in the Co-Ownership Agreement.

The $10.0 million of proceeds from the Co-Ownership Agreement was received during the quarter ended June 30, 2023. In accordance with US GAAP, the proceeds were first applied to the net book value of the related cost of software and patents (other assets) and the residual amount of $6.1 million was recognized as a gain in the profit and loss. Further, $0.9 million was received during the quarter ended June 30, 2023 as prepayment under the ARMSA. Part of the proceeds of this transaction were used to settle one of our equipment leases of $1.6 million and resulted in the release of $0.4 million of restricted cash.

Interest Expense

Interest expense decreased by $0.1 million from $1.3 million in the quarter ended June 30, 2022 to $1.2 million in the quarter ended June 30, 2023 and by $0.2 million for the six months ended June 30, 2023 to $2.4 million due to foreign exchange impacts and the decrease in equipment lease balances due to principal repayments.

Income Tax

The provision for income taxes comprises U.S. and Canadian federal, state and provincial taxes based on pretax income. As at June 30, 2023 the Company had a valuation allowance of $31.9 million (December 31, 2022: $29.8 million) against deferred tax assets due to ongoing near term uncertainties on the business caused by the COVID-19 pandemic and the related decline in business activity which impacted our ability to generate sufficient taxable income in Canada and the United States to fully deduct historical losses. As at June 30, 2023, we had C$106.9 million of noncapital loss carry-forwards in Canada and $60.5 million in the United States. These loss carry-forwards will begin to expire in 2032.

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Net Income (Loss)

Net income increased to $2.2 million or $0.01 per share in the three months ended June 30, 2023 from a net loss of $19.3 million or $0.22 net loss per share for the three months ended June 30, 2022. The decreased loss is primarily the result of an $8.3 million increase in gross profit, a $8.7 million decrease in operating expenses, including a $3.7 million decrease in reorganization expenses, a one-time gain of $6.1 million on the sale of software and patents, a $0.1 million decrease in interest expense and a $0.1 million increase in interest income, offset by a $1.9 million increase in foreign exchange loss.

Net loss decreased to $9.2 million or $0.09 net loss per share in the six months ended June 30, 2023 from a net loss of $42.3 million or $0.49 net loss per share for the six months ended June 30, 2022. The decreased loss is primarily the result of an $13.7 million increase in gross profit, a $14.8 million decrease in operating expenses (including a $6.3 million decrease in reorganization expenses, and a decrease of $1.8 million of incremental professional fees as described previously), a one-time gain of $6.1 million on the sale of software and patents, a $0.2 million decrease in interest expense, a $0.1 million increase in interest income, offset by a $1.4 million increase in foreign exchange loss and a $0.4 million decrease in government subsidies.

EBITDA and Adjusted EBITDA for the Three and Six Months Ended June 30, 2023 and 2022

The following table presents a reconciliation for the results of the three and six months ended June 30, 2023 and 2022 of EBITDA and Adjusted EBITDA to our net income (loss), which is the most directly comparable GAAP measure for the periods presented:

measure for the periods presented:
	For the Three Months Ended June 30,		For the Six Months Ended June 30,
	2023	2022	2023	2022
	($ in thousands)		($ in thousands)
Net income (loss) for the period	2,206	(19,288 )	(9,228 )	(42,330 )
Add back (deduct):
Interest expense	1,233	1,329	2,440	2,659
Interest income	(106 )	(20 )	(110 )	(31 )
Depreciationand amortization	2,524	3,344	5,199	7,966
EBITDA	5,857	(14,635 )	(1,699 )	(31,736 )
Foreign exchange (gain) loss	620	(1,246 )	881	(514 )
Stock-based compensation	678	1,326	1,474	2,628
Government subsidies	(88 )	(49 )	(236 )	(624 )
Related party expense (recovery)(2)	(532 )	-	1,524	-
Reorganization expense	1,465	5,163	2,536	8,855
Gainonsale ofsoftware and patents(3)	(6,145 )	-	(6,145 )	-
Adjusted EBITDA	1,855	(9,441 )	(1,665 )	(21,391 )
Net Income (Loss) Margin(1)	4.9 %	(43.1 )%	(11.3 )%	(51.0 )%
Adjusted EBITDA Margin	4.1 %	(21.1 )%	(2.0 )%	(26.3 **)% **

(1) Net income (loss) divided by revenue.

(2) The related party transaction is a non-recurring transaction that is not core to our business and is excluded from the Adjusted EBITDA calculation (Refer to Note 17 of the consolidated interim financial statements).

(3) The Gain on sale of software and patents in a non-recurring transaction that is not core to our business and is excluded from the Adjusted EBITDA calculation (Refer to Note 7 of the consolidated interim financial statements).

For the three months ended June 30, 2023, Adjusted EBITDA and Adjusted EBITDA Margin increased by $11.3 million to $1.9 million or 4.1% from a $9.4 million loss or (21.1)% in the same period of 2022. This primarily reflects an $8.3 million increase in Adjusted Gross Profit, a decrease of $1.5 million of incremental professional fees as described previously, a $1.6 million decrease in salaries and benefits costs, a $0.5 million decrease in office, building and communication costs, and a $0.4 million decrease in travel and entertainment costs in the quarter.

For the six months ended June 30, 2023, Adjusted EBITDA and Adjusted EBITDA Margin increased by $19.7 million to a $1.7 million loss or (2.0)% from a $21.4 million loss or (26.3)% in the same period of 2022. This primarily reflects a $11.4 million increase in Adjusted Gross Profit, a decrease of $3.1 million of professional fees, a $4.0 million

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decrease in salaries and benefits costs, a $0.6 million decrease in travel and entertainment costs, a $0.4 million decrease in marketing costs and a $0.4 million decrease in other costs.

Adjusted Gross Profit and Adjusted Gross Profit Margin for the Three and Six Months Ended June 30, 2023 and 2022

The following table presents a reconciliation for the three and six months ended June 30, 2023 and 2022 of Adjusted Gross Profit to our gross profit, which is the most directly comparable GAAP measure for the periods presented:

	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,
	2023 2022		2023 2022
	($ in thousands)		($ in thousands)
Gross profit	14,557	6,276	23,239	9,563
Gross profit margin	32.5 %	14.0 %	28.5 %	11.5 %
Add:Depreciationand amortizationexpense	1,643	2,188	3,425	5,660
Adjusted Gross Profit	16,200	8,464	26,664	15,223
Adjusted Gross Profit Margin	36.2 %	18.9 %	32.7 %	18.3 %

For the quarter ended June 30, 2023, gross profit and gross profit margin increased to $14.6 million or 32.5% from $6.3 million or 14.0% for the prior period. Adjusted Gross Profit and Adjusted Gross Profit Margin increased 91% to $16.2 million or 36.2% for the three months ended June 30, 2023, from $8.5 million or 18.9% for the three months ended June 30, 2022.

For the six months ended June 30, 2023, gross profit and gross profit margin increased to $23.2 million or 28.5% from $9.6 million or 11.5% for the prior period. Adjusted Gross Profit and Adjusted Gross Profit Margin increased 75% to $26.7 million or 32.7% for the six months ended June 30, 2023, from $15.2 million or 18.3% for the six months ended June 30, 2022. Gross profit for the six months ended June 30, 2022 included $1.1 million of accelerated depreciation and amortization arising from change in useful lives of the Phoenix Facility's equipment.

The improvement in Adjusted Gross Profit was a result of improved product mix, a reduction in fixed costs, management of labor hours throughout the period and the impact of the price increases to offset the inflationary impacts on material costs. Labor decreased $1.9 million and $3.3 million and fixed costs decreased $1.0 million and $1.9 million, respectively, for the quarter and six months ended June 30, 2023 as we closed our Phoenix Facility during the second quarter of 2022 and temporarily suspended operations in our Rock Hill Facility in the third quarter of 2022, as well as cost reduction initiatives taken impacting our overheads. Idle facility costs related to the Rock Hill Facility incurred since suspension of operations of $0.4 million and $0.9 million for the three and six months ended June 30, 2023 are included in cost of sales.

Liquidity and Capital Resources

As at June 30, 2023, the Company had $18.9 million of cash on hand and C$12.3 million ($9.2 million) of available borrowings (December 31, 2022 - $10.8 million and C$7.2 million ($5.3 million) of available borrowings). Through the first six months of fiscal 2023, the Company generated $2.8 million in cash flows provided from operations, compared to a cash usage of $36.8 million over the first six months of fiscal 2022. The Company benefited from the receipt of $7.3 million of government subsidies during the first half of 2023.

We have implemented multiple price increases to mitigate the impact of inflation on raw materials. These actions have resulted in a meaningful improvement in our gross profit margins and higher net profit and have served to stabilize our cash usage to operate the business. Gross profit for the six months ended June 30, 2023, was $23.2 million, or 28.5%. This represents a meaningful improvement from the same period of 2022, which only generated gross profit of $9.6 million, or 11.5%, despite having 2% lower revenue during fiscal 2023.

Over the past three quarters, we have executed upon several initiatives. First, in May 2023, we entered into an agreement with AWI resulting in the receipt of $10.9 million of cash. Second, during March 2023, we entered into an

31

agreement to sublease our Dallas DIRTT Experience Center (“DXC”) to one of our Construction Partners in that region. Under the sublease agreement, the subtenant has assumed responsibility for the monthly rent, utilities, maintenance, taxes and other costs as of April 1, 2023, through December 31, 2024, providing us annualized savings of approximately $1 million. We are continuing to evaluate other properties and expect these strategic initiatives to result in positive cash inflows in 2023 and 2024. Third, we completed a Private Placement (as defined herein) of common shares in November 2022, with certain significant shareholders and directors and officers of the Company to bridge cash requirements before the completion and closing of the noted strategic transactions. The Company entered into irrevocable subscription agreements with its two largest shareholders, 22NW and 726 and all the directors and officers of the Company on November 14, 2022 to issue 8.7 million shares for gross consideration of $2.8 million (the "Private Placement"). The Private Placement closed on November 30, 2022. In addition, in connection with the Private Placement, 22NW and 726, or their principals, have irrevocably committed to backstopping any rights offering occurring by the Company within twelve months of closing the Private Placement in the aggregate amount of $2.0 million.

While we are encouraged by the improved profitability and cash flow, we have continued to evaluate our fixed cost structure and overhead in light of recent macroeconomic uncertainty. Over the past year, we have implemented multiple restructuring initiatives designed to align our cost structure with current expected levels of demand. In addition, the Company has reduced headcount by 147 employees, or approximately 15% from January 2022 through June 2023. The reduced overhead has served to offset the impact from the macroeconomic headwinds experienced over the past year.

We have assessed the Company’s liquidity as at June 30, 2023 taking into account our sales outlook for the next twelve months in combination with existing cash balances and available credit facilities. Based upon this analysis, we believe the Company has sufficient liquidity to remain a going concern for at least the next 12 months. However, a number of factors, including the macroeconomic factors discussed above could adversely impact our liquidity over such period.

To the extent that existing cash and cash equivalents, available facilities and any increased liquidity from the aforementioned strategic actions are not sufficient to fund future activities, we may seek to raise additional funds through equity or debt financings. If additional funds are raised through the incurrence of indebtedness, such indebtedness may have rights that are senior to holders of our Debentures and our equity securities or contain instruments that may be dilutive to our existing shareholders. Any additional equity or debt financing may be dilutive to our existing shareholders. While we believe we can access capital markets when needed or under acceptable terms, there can be no assurance we will be able to do so.

During 2021, we completed financings to increase our liquidity in light of the highly uncertain economic conditions caused by the pandemic. In January 2021, we issued C$40.3 million of the January Debentures for net proceeds after costs of C$37.6 million ($29.5 million). The January Debentures accrue interest at a rate of 6.00% per annum and are convertible into common shares of DIRTT at an exercise price of C$4.65 per common share, or if not converted will mature and be repayable on the January Debenture Maturity Date. Interest and principal are payable in cash or shares at the option of the Company.

In February 2021, we entered into the RBC Facility, a C$25.0 million senior secured revolving credit facility with RBC. Under the RBC Facility, the “Borrowing Base” is a maximum of 90% of investment grade or insured accounts receivable plus 85% of eligible accounts receivable plus the lesser of 75% of the book value of eligible inventory and 85% of the net orderly liquidation value of eligible inventory less any reserves for potential prior ranking claims. On February 9, 2023, the Company extended the RBC Facility. The Extended RBC Facility has a borrowing base of C$15 million and a one year term. Available borrowings under the Extended RBC Facility at June 30, 2023 were C$12.3 million ($9.2 million).

On December 1, 2021, we issued C$35.0 million of the December Debentures for net proceeds after costs of C$32.7 million ($25.6 million). The December Debentures accrue interest at a rate of 6.25% per annum and are convertible into common shares of DIRTT at an exercise price of C$4.20 per common share, or if not converted will mature and be repayable on the December Debenture Maturity Date. Interest and principal are payable in cash or shares at the option of the Company.

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The Company has a C$5.0 million Canada Leasing Facility of which C$4.4 million ($3.3 million) has been drawn, and a $14.0 million U.S. Leasing Facility of which $13.3 million has been drawn with RBC and one of its affiliates. The Leasing Facilities are available for equipment expenditures and certain equipment expenditures already incurred.

The following table summarizes our consolidated cash flows for the periods indicated:

	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Three Months Ended June 30,	For the Six Months Ended June 30,	For the Six Months Ended June 30,
	2023	2022		2023 2022
	($ in thousands)			($ in thousands)
Net cash flows provided by (used in) operating
	3,756		(17,800 )	2,768	(36,842 )
activities
Net cash flows provided by (used in) investing
	8,730		(1,331 )	7,747	(2,951 )
activities
Net cash flows used in financing activities	(2,193 )		(63 )	(2,861 )	(890 )
Effect of foreign exchange on cash, cash
	(13 )		54	(49 )	220
equivalents and restricted cash
Net increase (decrease) in cash, cash
	10,280		(19,140 )	7,605	(40,463 )
equivalents and restricted cash
Cash, cash equivalents and restricted cash,
	11,564		42,085	14,239	63,408
beginningofperiod
Cash, cash equivalents and restricted cash, end
	21,844		22,945	21,844	22,945
of period

Operating Activities

Net cash flows provided by operating activities were $3.8 million for the three months ended June 30, 2023 compared to $17.8 million used in the same period of 2022. The improvement in cash flow used in operations is largely due to the $11.3 million increase in Adjusted EBITDA, a $3.7 million decrease in reorganization expenses, and a $4.4 million net decrease in working capital comprising a $1.8 million decrease in routine working capital and a $2.6 million decrease in other receivables relating to the ERC claim.

Net cash flows provided by operating activities were $2.8 million for the six months ended June 30, 2023 compared to $36.8 million used in the same period of 2022. The improved cash flow from operations was driven by the $19.7 million increase in Adjusted EBITDA, a $6.3 million decrease in reorganization expenses, and a $13.6 million net decrease in working capital comprising $6.3 million decrease in routine working capital and a $7.3 million decrease in other receivables relating to the ERC claim. In the first half of 2023, we have continued to draw down on our inventory supply built up in the first half of 2022.

Investing Activities

Cash flow provided by investing activities during the three and six months ended June 30, 2023 benefited from $10.0 million of proceeds from the AWI transaction during the second quarter of 2023.

We invested $0.7 million and $1.0 million in property, plant and equipment during the three and six months ended June 30, 2023, respectively compared to $0.9 million and $1.9 million, respectively, during the three and six months ended June 30, 2022. This expenditure consisted of $0.2 million of information technology, $0.3 million of DXC refreshes and $0.5 million of manufacturing upgrades for the six months ended June 30, 2023. We invested $0.6 million and $1.1 million on capitalized software during the three and six months ended June 30, 2023, respectively, compared to $0.4 million and $0.9 million for the three and six months ended June 30, 2022.

Financing Activities

For the three and six months ended June 30, 2023, $2.2 million and $2.9 million of cash, respectively, was used in financing activities compared to $0.1 million and $0.9 million in the same periods of 2022. The cash used comprised mainly of $0.6 million of scheduled payments under the Leasing Facilities for both periods. During the three months ended June 30, 2023, an additional $1.6 million principal repayment was made against the Canadian leasing facilities. This payment was required by RBC as part of their consent for the AWI transaction and resulted in the full settlement of one of the Canadian leasing agreements. In the three and six months ended June 30, 2022, we incurred $0.1 million and $0.3 million of spend on employee tax payments on vesting of RSUs compared to $nil and $0.03 million in the same period of 2023.

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We currently expect to fund anticipated future investments with available cash, our strategic actions described in this report, and drawings on the Extended RBC Facility. To date, our strategic actions have generated cash through proceeds from the Private Placement in November 2022, the receipt of $7.3 million of government subsidy through the ERC application during the six months ended June 30, 2023 and proceeds of $10.9 million received in the three months ended June 30, 2023 through the AWI transaction. We continue to evaluate properties we own for sale and lease back. Apart from cash flow from operations, issuing equity and debt has been our primary source of capital to date. Additional debt or equity financing may be pursued in the future as we deem appropriate. We may also use debt or pursue equity financing depending on the price of our common shares at the time, interest rates, and nature of the investment opportunity and economic climate. No assurance can be given that any of these actions will be successful and will be sufficient for our needs.

Credit Facility

On February 12, 2021, the Company entered into the RBC Facility. Under the RBC Facility, the Borrowing Base is up to a maximum of 90% of investment grade or insured accounts receivable plus 85% of eligible accounts receivable plus the lesser of 75% of the book value of eligible inventory and 85% of the net orderly liquidation value of eligible inventory less any reserves for potential prior ranking claims. Interest is calculated at the Canadian or U.S. prime rate plus 30 basis points or at the Canadian Dollar Offered Rate or LIBOR plus 155 basis points. Under the RBC Facility, if the Aggregate Excess Availability is less than C$5.0 million, the Company is subject to a FCCR covenant of 1.10:1 on a trailing twelve-month basis. Additionally, if the FCCR has been below 1.10:1 for the three immediately preceding months, the Company is required to maintain a reserve account equal to the aggregate of one year of payments on outstanding loans on the Leasing Facilities. Should an event of default occur, or the Aggregate Excess Availability be less than C$6.25 million for five consecutive business days, the Company would enter a cash dominion period whereby the Company’s bank accounts would be blocked by RBC and daily balances will set-off any borrowings and any remaining amounts made available to the Company.

On February 9, 2023, the Company extended the RBC Facility. The Extended RBC Facility has a borrowing base of C$15 million and a one year term. Interest is calculated at the Canadian or U.S. prime rate plus 75 basis points or at the Canadian Dollar Offered Rate or Term Secured Overnight Financing Rate ("SOFR") plus 200 basis points plus the Term SOFR Adjustment. Under the Extended RBC Facility, if the trailing twelve month FCCR is above 1.25 for three consecutive months, a cash balance equivalent to one-year's worth of Leasing Facilities payments must be maintained. At June 30, 2023, available borrowings are C$12.3 million ($9.2 million), calculated in the same manner described above, of which no amounts have been drawn. The Company did not meet the three-month FCCR requirement during the second quarter of 2023, which resulted in requiring the restriction of $3.0 million of cash.

During 2020, the Company entered into the Leasing Facilities, consisting of the C$5.0 million Canada Leasing Facility and the $14.0 million U.S. Leasing Facility with RBC, which are available for equipment expenditures and certain equipment expenditures already incurred. The Leasing Facilities, respectively, have seven and five-year terms and bear interest at 4.25% and 5.59%. The U.S. Leasing Facility is amortized over a six-year term and is extendible at the Company’s option for an additional year.

The Company has drawn $13.3 million of cash consideration under the U.S. Leasing Facility and commenced the lease term in 2020 for the equipment at the South Carolina Facility. The Company has drawn C$4.4 million ($3.3 million) of cash consideration under the Canada Leasing Facility and commenced the lease term for the Canadian equipment expenditures during 2020.

We are restricted from paying dividends unless Payment Conditions (as defined in the RBC Facility) are met, including having a net borrowing availability of at least C$10 million over the proceeding 30-day period, and having a trailing twelve-month fixed charge coverage ratio above 1.10:1 and certain other conditions. The RBC Facility is currently secured by substantially all of our real property located in Canada and the United States.

Contractual Obligations

There have been no material changes in our contractual obligations during the three months ended June 30, 2023, as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations” in our Annual Report on Form 10-K. See Note 16, “Commitments” to our interim condensed consolidated financial statements in this Quarterly Report for additional information.

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Significant Accounting Policies and Estimates

There have been no material changes in our significant accounting policies during the three months ended June 30, 2023, as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant Accounting Policies and Estimates” in our Annual Report on Form 10-K. For information regarding significant accounting policies and estimates, please refer to Item 7 and Item 8 in our Annual Report on Form 10-K. As disclosed in Note 3, “Adoption of New and Revised Accounting Standards” to our condensed consolidated interim financial statements appearing in this Quarterly Report, there were no new accounting standards adopted during the three months ended June 30, 2023.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, please refer to Note 3, “Adoption of New and Revised Accounting Standards” to our condensed consolidated interim financial statements and “–Significant Accounting Policies and Estimates” appearing in this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our market risk exposures since our disclosures in our Annual Report on Form 10-K. For information regarding our exposure to certain market risks, please refer to Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K. The Company's cash and cash equivalents are predominantly all with one AA rated financial institution.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officers and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our principal executive officers and principal financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their evaluation, our principal executive officers and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

DIRTT is pursuing multiple lawsuits against its former founders, Mogens Smed and Barrie Loberg, as well as Falkbuilt Ltd. and Falkbuilt, Inc. (collectively, "Falkbuilt") and related individuals and corporations. DIRTT alleges breaches of fiduciary duties and non-competition and non-solicitation covenants, and the misappropriation of its confidential and proprietary information (in violation of numerous U.S. state and federal laws pertaining to the protection of trade secrets and proprietary information and the prevention of false advertising and deceptive trade practices). Except as described below, there have been no material developments in the legal proceedings previously disclosed in our Annual Report on Form 10-K.

DIRTT’s litigation against Falkbuilt, Messrs. Smed and Loberg, and their associates is comprised of three main lawsuits: (i) an action in the Alberta Court of King’s Bench commenced on May 9, 2019 against Falkbuilt, Messrs. Smed and Loberg, and several other former DIRTT employees alleging breaches of restrictive covenants, fiduciary duties, and duties of loyalty, fidelity and confidentiality, and the misappropriation of DIRTT’s confidential information (the “Canadian Non-Compete Case”); (ii) an action in the U.S. District Court for the Northern District of Utah instituted on December 11, 2019 against Falkbuilt, Smed, and other individual and corporate defendants alleging misappropriation of DIRTT’s confidential information, trade secrets, business intelligence and customer information (the “Utah Misappropriation Case”); and (iii) an action in the U.S. District Court for the Northern District of Texas instituted on June 24, 2021 alleging that Falkbuilt has unlawfully used DIRTT’s confidential information in the United States and intentionally caused confusion in the United States in an attempt to steal customers, opportunities, and business intelligence, with the aim of establishing a competing business in the United States market (the “Texas Unfair Competition Case”). DIRTT intends to pursue the cases vigorously.

In the Canadian Non-Compete Case, on February 14, 2023, the Court of King's Bench of Alberta granted DIRTT's application to schedule the hearing of its summary judgment application and dismissed Falkbuilt's crossapplication to strike the summary judgment application. On April 5, 2023, the parties appeared before the Associate Chief Justice of the Court of King's Bench of Alberta for a Case Management Conference. In the Conference, the Associate Chief Justice offered the parties an expedited six-week trial on both liability and damage issues, as an alternative to DIRTT proceeding with its summary judgment application, on the condition that the parties could reach an agreement on the terms of the alternative process. The parties have not reached consensus regarding the terms of an expedited six-week trial, however, DIRTT remains fully cooperative with the Court of King's Bench. In the meantime, DIRTT plans to aggressively pursue its summary judgment application.

In the Utah Misappropriation Case, on April 11, 2023, the United States Court of Appeals for the Tenth Circuit reversed the U.S. District Court for the Northern District of Utah’s decision that Utah was an inconvenient forum for DIRTT's claims against Falkbuilt and others for the misappropriation of confidential information, trade secrets, business intelligence and customer information. The Utah Court had previously, and erroneously, found that DIRTT's United States-based claims should be litigated in Canada. The Court of Appeals remanded the matter back to the Utah District Court. Falkbuilt filed motions to stay the Tenth Circuit decision pending its petition for a Writ of Certiorari to the Supreme Court of the United States. The Court of Appeals promptly denied the motion to stay. A similar motion subsequently filed with the Supreme Court of the United States on the same basis and also promptly denied. DIRTT intends to seek an immediate status conference in Utah now that the case has been returned to the Utah District Court.

The Texas Unfair Competition Case was dismissed, without prejudice, in reliance upon the now-reversed decision in the Utah Misappropriation Case, described above. DIRTT appealed that decision, and the United States Court of Appeals for the Fifth Circuit stayed the appeal pending the Tenth Circuit ruling at Falkbuilt's request. After prevailing in the Tenth Circuit, DIRTT asked Falkbuilt if it would, consistent with its prior representations, agree to remand the appeal to the Texas Court for disposition to Utah. Falkbuilt refused and DIRTT filed a Motion to Remand.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors and other cautionary statements described under the heading “Risk Factors” included in our Annual Report on Form 10-K, which could materially affect our businesses, financial condition, or results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and results of operations.

36

Our share price has been and may continue to be volatile, which could cause the value of your investment to decline. If we fail to comply with the continuing listing standards of Nasdaq, our securities could be de-listed.

Our common shares are currently listed on the Toronto Stock Exchange (“TSX”) under the symbol “DRT” and on Nasdaq under the symbol “DRTT.” The price of our common shares has in the past fluctuated significantly, and may fluctuate significantly in the future, depending upon a number of factors, many of which are beyond our control and may adversely affect the market price of our common shares. These factors include: (i) variations in quarterly results of operations; (ii) deviations in our earnings from publicly disclosed forward-looking guidance; (iii) changes in earnings estimates by analysts; (iv) our announcements or our competitors’ announcements of significant contracts, acquisitions, strategic partnerships or joint ventures; (v) general conditions in the offsite construction and manufacturing industries; (vi) sales of our common shares by our significant shareholders; (vii) fluctuations in stock market price and volume; and (viii) other general economic conditions.

In the past, following periods of volatility in the trading price of a company’s securities, securities class action litigation has been brought against that company. If our share price is volatile, we may become the target of securities litigation in both the United States and Canada. Securities litigation could result in substantial costs and divert management’s attention and resources from our business and could have an adverse effect on our business, financial condition and results of operations.

Further, because the closing bid price of our common shares was below the $1.00 Nasdaq minimum requirement for 30 consecutive business days, we became subject to de-listing proceedings. On September 7, 2022, we received a letter from Nasdaq that we had not been in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for a period of 30 consecutive business days (the “Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided a compliance period of 180 calendar days from the date of the notice to regain compliance with the minimum closing bid price requirement.

On March 7, 2023, Nasdaq notified us in writing that while we had not regained compliance with the Bid Price Rule, we were eligible for an additional 180 calendar day period, or until September 5, 2023, to regain compliance with the Bid Price Rule. Nasdaq’s determination was based on us having met the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the Bid Price Rule, and on our written notice to Nasdaq of our intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If at any time during this additional time period the closing bid price of our common shares is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance and the matter will be closed.

If we do not regain compliance by September 5, 2023, Nasdaq will provide written notice that our common shares will be delisted, at which point we may appeal Nasdaq’s determination to a Hearings Panel. There can be no assurance that, in the event we do not regain compliance within the requisite time period and if we chose to appeal the delisting determination by Nasdaq to the Hearings Panel, that such appeal would be successful.

We intend to continue to monitor the closing bid price of our common shares, but we do not intend to initiate a reverse stock split or take other additional actions to regain compliance with the Bid Price Rule. Accordingly, DIRTT common shares may be delisted from Nasdaq. If such delisting occurs, DIRTT shares will continue to trade on the TSX in Canada and OTC in the US.

Any de-listing of our securities could have an adverse effect on the market price of, and the efficiency of the trading market for, our securities, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and less coverage of us by securities analysts, if any. Also, if in the future we were to determine that we need to seek additional equity capital, having been de-listed or being subject to de-listing proceedings could have an adverse effect on our ability to raise capital in the public or private markets.

37

Our core intellectual property in the ICE Code is jointly owned with a third party, which may fail to comply with its contractual obligations to protect and enforce our intellectual property rights.

AWI owns a 50% interest in the rights, title and interests in all the Applicable ICE Code, including a 50% interest in the patent rights that relate to the Applicable ICE Code. As part of AWI’s purchase of the Applicable ICE Code, AWI must comply with contractual obligations designed to protect the Applicable ICE Code from infringement, misappropriation, misuse or exposure to unauthorized third parties. However, despite our efforts to monitor AWI’s actions, we may not become aware of AWI’s failure to comply with its obligations or we may not have adequate time to address such failure before there are adverse impacts to our business. Additionally, even if we attempt to require AWI to comply with its obligations to enforce our intellectual property rights, AWI may refuse or may not take adequate steps to do so. AWI’s failure to protect or maintain the proprietary nature of the Applicable ICE Code could adversely affect our ability to sell original products and materially and adversely affect our business, financial condition and results of operations.

AWI may fail to meet certain security and non-disclosure obligations designed to prevent our competitors or other unauthorized third parties from accessing the Applicable ICE Code. Despite our efforts to enforce our rights and monitor any inadequacies, we may not have access to AWI’s internal security or business practices. Additionally, we may not be successful in preventing AWI from exposing the source code of the Applicable ICE Code to such third parties or in protecting our intellectual property rights in the Applicable ICE Code. Any unauthorized access to the Applicable ICE Code in AWI’s possession could substantially and adversely affect our business and competitive advantage and management may have to expend significant time and resources to address unauthorized access and disclosure, all of which could have a material adverse effect on our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On June 2, 2023, the Company issued 3,899,745 common shares to the 22NW Group pursuant to the Debt Settlement Agreement and the Share Issuance Agreement at a deemed price of $0.40 per common share. The issuance of common shares pursuant to the Share Issuance Agreement was subject to approval by the Company’s shareholders, and the Company’s shareholders subsequently approved such issuance at the Company’s 2023 annual meeting of shareholders held on May 30, 2023. The common shares were offered and sold in reliance upon an exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933 and under National Instrument 45-106 – Prospectus Exemptions .

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

Not Applicable.

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Item 6. Exhibits

EXHIBIT INDEX

Exhibit No. 3.1 3.2 4.1 4.2 4.3 10.1 10.2 31.1 31.2 32.1 32.2 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE 104 *	Description
	Restated Articles of Amalgamation of DIRTT Environmental Solutions Ltd. (incorporated by reference to Exhibit
	3.1 to the Registrant’s Registration Statement on Form 10, File No. 001-39061, filed on September 20, 2019). Amended and Restated Bylaw No. 1 of DIRTT Environmental Solutions Ltd. (incorporated by reference to Exhibit
	3.1 to the Registrant’s Current Report on Form 8-K, File No. 001-39061, filed on May 22, 2020). Base Indenture, dated January 25, 2021, by and among DIRTT Environmental Solutions Ltd., Computershare Trust
	Company of Canada and Computershare Trust Company, National Association as Trustees (incorporated by
	reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, File No. 001-39061, filed on January 29,
	2021). Supplemental Indenture, dated January 25, 2021, by and among the Company, Computershare Trust Company of
	Canada and Computershare Trust Company, National Association as Trustees (incorporated by reference to Exhibit
	4.1 to the Registrant’s Current Report on Form 8-K, File No. 001-39061, filed on January 29, 2021). Second Supplemental Indenture, dated December 1, 2021, by and among the Company, Computershare Trust
	Company of Canada and Computershare Trust Company, National Association as Trustees (incorporated by
	reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, File No. 001-39061, filed on December
	1, 2021). Co-ownership Agreement by and between DIRTT Environmental Solutions Ltd. and Armstrong World Industries,
	Inc., effective May 9, 2023 DIRTT Environmental Solutions Ltd. Amended and Restated Long Term Incentive Program effective May 30,
	2023 Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities
	Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities
	Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of the Principal Executive Officer required by 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of
	the Sarbanes-Oxley Act of 2002. Certification of the Principal Financial Officer required by 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of
	the Sarbanes-Oxley Act of 2002. Inline XBRL Instance Document Inline XBRL Taxonomy Extension Schema Document Inline XBRL Taxonomy Extension Calculation Linkbase Document Inline XBRL Taxonomy Extension Definition Linkbase Document Inline XBRL Taxonomy Extension Label Linkbase Document Inline XBRL Taxonomy Extension Presentation Linkbase Document Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed herewith Furnished herewith

39

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

By: /s/ Bradley S. Little

Bradley S. Little Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

Date: August 2, 2023

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Exhibit 10.1

Exhibit 10.1

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

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 ”.

RECITALS

WHEREAS, AWI designs and manufactures wall and ceiling solutions for use in commercial and residential spaces;

WHEREAS, DIRTT has developed the ICE Code (defined below) for use in the design and construction of commercial and residential spaces;

WHEREAS, the Parties entered into an Enterprise License Agreement dated October 18, 2018, whereby AWI licensed the ICE Code from DIRTT’s Affiliate (defined below) (“ License Agreement ”), and desire to terminate the License Agreement as of the Effective Date;

WHEREAS, DIRTT desires to assign to AWI, and AWI desires to acquire from DIRTT, an undivided fifty-percent (50%) ownership interest in and to the Applicable ICE Code (as defined below), free and clear of any encumbrances, other than Permitted Encumbrances (defined below);

WHEREAS, Royal Bank of Canada, in its capacity as lender to DIRTT has been advised of and consents to the transactions contemplated herein;

WHEREAS, pursuant to that certain Partial Patent Assignment Agreement dated as of the Effective Date attached hereto as Exhibit A (the “ Partial Patent Assignment ”), AWI is acquiring, and DIRTT is assigning to AWI, an undivided fifty-percent (50%) ownership interest in and to the ICE Patents (as defined below), free and clear of any encumbrances, other than Permitted Encumbrances;

WHEREAS, the Parties have entered into that certain Amended and Restated Master Services Agreement dated as of the Effective Date (the “ Master Services Agreement ”), pursuant to which DIRTT will further develop and customize the Applicable ICE Code on behalf of AWI, from time to time; and

WHEREAS, AWI’s and DIRTT’s rights of use to the Applicable ICE Code, and to any updates or modifications made thereto as described above, shall be governed in accordance with the terms and conditions of this Agreement.

EXECUTION VERSION

AGREEMENT

NOW THEREFORE, in consideration of the mutual promises and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Definitions

Capitalized terms will have the meanings ascribed thereto in this Section 1 or elsewhere in this Agreement.

(a) “ Affiliate ” means any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the referenced Person. For purposes of this Agreement, “control” and, with correlative meanings, the terms “controlled by” and “under common control with” will mean (a) the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, or otherwise or (b) the ownership, directly or indirectly, of fifty percent (50%) or more of the voting securities or other ownership interest of an entity (or, with respect to a limited partnership or other similar entity, its general partner or controlling entity).

(b) “ Agreement ” has the meaning set forth in the Preamble.

(c) “ Applicable Background ICE Code ” means a portion of the ICE Code as set forth on Schedule A1. The Applicable Background ICE Code excludes Trademarks and further does not include any DIRTT or other third-party data or any third-party licensed-in software, or other Third Party Technology or third-party Intellectual Property Rights.

(d) “ Applicable Foreground ICE Code ” means any subsequently developed modifications or additions to the Applicable Background ICE Code (a) necessary or useful, in AWI’s sole discretion, for use or operation by AWI of the Applicable Background ICE Code or any other subsequently developed modifications, updates or additions made to the Applicable Background ICE Code, (b) made under or pursuant to the Master Services Agreement, with the exception of AWI Owned Deliverables, or (c) as may be otherwise mutually agreed in writing between the Parties. The Applicable Foreground ICE Code excludes Trademarks and further does not include any DIRTT or other third-party data or any third-party licensed-in software, or other Third Party Technology or third-party Intellectual Property Rights.

(e) “ Applicable ICE Code ” means the Applicable Background ICE Code and the Applicable Foreground ICE Code.

(f) “ Applicable ICE IP Rights ” means the Applicable ICE Code and the ICE Patents, including all Intellectual Property Rights therein.

(g) “ AWI ” has the meaning set forth in the Preamble.

(h) “ AWI Catalog Library ” shall have the meaning set forth in the Master Services Agreement.

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EXECUTION VERSION

(i) “ AWI Field of Use ” means [***]

(j) “ Background IP ” means, except for the Applicable Background ICE Code and the ICE Patents, with respect to a Party or its Affiliates, any other Intellectual Property Rights (i) owned by such Party or its Affiliates prior to the Effective Date, or (ii) developed by or on behalf of such Party independent of and outside the scope of this Agreement or the Master Services Agreement. ICE Code that is not Applicable ICE Code shall be considered DIRTT Background IP. The AWI Catalog Library shall be considered AWI Background IP.

(k) “ Canadian Reorganization Proposal ” means a proposal proceeding pursuant to the Bankruptcy and Insolvency Act of Canada (R.S.C., 1985, c. B-3) or a notice of intention to file a proposal, pursuant to which a party presents a proposal to its creditors for the repayment or compromise of debts which, if passed by the requisite majority of creditors, would be binding.

(l) “ Change in Control ” means, with respect to a Party, (a) any consolidation, amalgamation, merger or reorganization of such Party with or into any other Person, or any other corporate reorganization, in which the owners of such Party holding fifty percent (50%) or more of such Party’s voting power immediately prior to such consolidation, amalgamation, merger or reorganization, own less than fifty percent (50%) of the voting power of such Party or successor or surviving or resulting Person in such transaction immediately after such transaction, (b) any transaction or series of related transactions in which in excess of fifty percent (50%) of such Party’s voting power is transferred, or (c) the sale, exclusive license or lease or other disposition of all or substantially all of the assets of a Party; provided, however, the following shall not constitute a Change in Control: (i) the ownership rights and licenses granted as contemplated by this Agreement; (ii) the issuance by a Party of capital stock or other equity for bona fide financing purposes; (iii) the transfer of a Party’s voting power for the sole purpose of re-domesticating such Party to another jurisdiction; and (iv) any transfer of voting power or sale, exclusive license or lease of assets in which the owners of a Party holding fifty percent (50%) or more of such Party’s voting power immediately prior to such transfer, sale, license or lease own fifty percent (50%) or more of the transferee, acquirer, licensee or lessee immediately after such transaction.

(m) “ Commercialize ” shall mean to develop, make, have made, use, lease, license, market, have marketed, sell, have sold, offer, have offered for sale, offer or provide professional services relating to, or otherwise make available or exploit a product or service.

(n) “ Confidential Information ” means any non-public, confidential or proprietary information of a Disclosing Party or its Representatives, whether in oral, written, photographic, or electronic form or media, whether or not such information is marked, designated or otherwise identified by the Disclosing Party as “confidential,” and any information that, due to the nature of its subject matter or circumstances surrounding its disclosure, the Receiving Party would reasonably be understood to be confidential or proprietary. Confidential Information includes unpatented inventions, ideas, methods and discoveries, know how, trade secrets, unpublished patent applications, invention disclosures and invention summaries, and other confidential intellectual property, and other technologies, systems, processes, policies, practices and methods, compilations, Source Code, software, tools, designs, plans or any other information relating to any research project, work in progress, development, marketing or business plan, or any

3

EXECUTION VERSION

customer, financial or personnel matter relating to a Party, whether any of the preceding is tangible or intangible, and whether or not disclosed in oral written photographic or electronic form or format. The terms of this Agreement and the Applicable ICE Code will be deemed to be the Confidential Information of both Parties, and both Parties will be deemed to be the Receiving Party and the Disclosing Party; provided, that either Party shall be permitted to disclose this Agreement to actual or potential lenders, investors, or purchasers of all or any portion of its business, and either Party shall be permitted to disclose the Applicable ICE Code to third-party contractors for development and maintenance purposes, in each case which are subject to written obligations of non-use, non-disclosure and confidentiality no less stringent than those contained in this Agreement.

(o) “ December 2024 Issue ” means that certain licensing issue present in the Applicable ICE Code that may cause the Applicable ICE Code to malfunction on December 10, 2024.

(p) “ Derivative Works ” means any Updates to Applicable ICE Code, any improvements, updates, modifications to or derivatives of the Applicable ICE IP Rights, or any component thereof created by or on behalf of DIRTT or AWI.

• (q) “ DIRTT ” has the meaning set forth in the Preamble.

• (r) “ DIRTT Field of Use ” means [***]

• “

• (s) Disclosing Party ” has the meaning set forth in Section 9(a).

• (t) “ Effective Date ” has the meaning set forth in the Preamble.

(u) “ ICE Code ” means, as of the Effective Date, (i) proprietary computer programs to operate DIRTT’s specification and configuration software, including aspects of virtual reality, for the design, sales, and quoting of building products through real time production of pricing, bill of materials, engineering information, manufacturing information and installation drawings, in both Source Code and Object Code form; (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, relating to the foregoing; (iii) comments, notes, explanations, descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing; (iv) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, relating to any of the foregoing; and (v) documentation, including user manuals and other training documentation, relating to any of the foregoing.

(v) “ ICE Patents ” means the patents and patent applications set forth on Schedule A2, as well as all corresponding foreign patent applications, all divisional, continuation, continuation-in-part, reissue, reexamination, and any additional applications which claim priority to the applications and patents set forth on Schedule A2 and all patents or comparable rights issuing thereon in the United States and in all foreign countries, together with all right(s) of priority under the International Convention for the Protection of Industrial Property, the Patent Cooperation Treaty, the European Patent Convention, Inter-American Convention Relating to Patents, Designs and Industrial Models, and any other international agreements or treaties of like purposes.

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EXECUTION VERSION

• (w) “ Infringement ” has the meaning set forth in Section 5.

• "

• (x) Initial Payment ” has the meaning set forth in Section 6(a).

(y) “ Intellectual Property Rights ” means any and all proprietary, industrial and intellectual property rights, under the law of any jurisdiction worldwide or rights under international treaties, both statutory and common law rights, including: (i) patents, supplementary protection certificates, utility models; (ii) copyrights, database rights, moral rights and any other rights in works of authorship; (iii) trade secrets, know-how and rights in Confidential Information, in each case whether registered, registrable or not, including Confidential Information regarding processes, apparatuses, control systems, operational data, designs, studies, models, drawings, customer lists, supplier lists, financial models, testing results and computer programs; (iv) trademarks, service marks, logos, trade names, domain names, any other identifiers of source and the goodwill associated therewith (collectively, “ Trademarks ”); (v) applications and rights to apply for registrations for any of the foregoing, including any extensions, divisions, continuations, continuations-in-part, reexaminations and reissues thereof; and (vi) all forms of protection of a similar nature or having equivalent or similar effect to any of them which may subsist anywhere in the world.

(z) “ Insolvency Event ” means: (i) the commencement of (whether voluntarily or involuntarily) any insolvency, bankruptcy, liquidation, receivership, Canadian Reorganization Proposal, or arrangement proceeding in respect of DIRTT or any of its assets, including, without limitation, any proceedings commenced pursuant to the Companies’ Creditors Arrangement Act (Canada), Bankruptcy and Insolvency Act (Canada) or the U.S. Bankruptcy Code, and (ii) any step or action taken by DIRTT to authorize, commence or pursue any such foregoing proceeding.

(aa) “ Issued Rights ” has the meaning set forth in Section 4(b).

(bb) “ Knowledge Transfer ” has the meaning set forth in Section 3(b).

(cc) “ Knowledge Transfer Payment ” has the meaning set forth in Section 6(a).

(dd) “ Knowledge Transfer Plan ” has the meaning set forth in Section 3(b).

(ee) “ Liabilities ” means losses, damages, liabilities, settlements, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, fees or expenses of whatever kind, including reasonable attorneys’ fees.

(ff) “ License Agreement ” has the meaning set forth in the Recitals.

(gg) “ Master Services Agreement ” has the meaning set forth in the Recitals.

(hh) “ Object Code ” means executable binaries and other software written in machine readable form generated by compilation of the Source Code and contained in a medium that permits it to be loaded in and operated on a computer.

(ii) “ Partial Patent Assignment ” has the meaning set forth in the Recitals.

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(jj) “ Party ” and “ Parties ” have the meanings set forth in the Preamble.

(kk) “ Permitted Encumbrances ” means any licenses to ICE Code or Applicable ICE Code by DIRTT to third parties in the ordinary course that do not in any way limit, deprive or restrict AWI’s ownership or use of the Applicable ICE IP Rights or otherwise impose any obligations or responsibilities on AWI.

(ll) “ Person ” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture, company or other entity or any governmental authority.

(mm) “ Purchase Price ” has the meaning set forth in Section 6(a).

“ (nn) Receiving Party ” has the meaning set forth in Section 9(a).

“ (oo) Representatives ” has the meaning set forth in Section 9(a).

(pp) “ Separation Election ” has the meaning set forth in Section 8(a).

(qq) “ Source Code ” means software written in programming language in a form intelligible to trained programmers and capable of being translated into Object Code readable and usable by machines.

(rr) “ Third Party Technology ” means technology owned by a third party which is incorporated into the ICE Code or Applicable ICE Code or which DIRTT may incorporate into the Deliverables (as defined in the Master Services Agreement).

(ss) “ Updates ” means any and all updates, improvements, enhancements, error corrections, bug fixes, revisions, customizations, upgrades, and other modifications to the Applicable ICE Code, including any Source Code or trade secrets in the Applicable ICE Code.

2. Co-Ownership.

(a) Partial IP Assignment. In exchange for the Purchase Price, DIRTT agrees to assign, and hereby absolutely and unconditionally (except for payment of the Purchase Price) assigns, transfers, sells, conveys, grants and delivers unto AWI an undivided fifty percent (50%) ownership interest of all right, title and interest in and to (i) the Applicable Background ICE Code, including all Intellectual Property Rights therein, and (ii) the ICE Patents, as further set forth in the Partial Patent Assignment and in each case, free and clear of all encumbrances, other than the Permitted Encumbrances. Notwithstanding the foregoing, the transfer of the Applicable ICE Code by DIRTT to AWI under this Agreement and the Partial Patent Assignment expressly excludes transfer of any Trademarks or any DIRTT or other third-party data or any third-party licensed-in software, or other Third Party Technology or third-party Intellectual Property Rights. Each Party’s

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use of the Applicable ICE IP Rights, from and after the Effective Date, shall be subject to the restrictions set forth in this Section 2.

(b) Encumbrances. To the extent any encumbrances on or against the Applicable ICE Code or the Ice Patents exist at any time (i) on file with the Canadian Intellectual Property Office, United State Patent and Trademark Office, or other intellectual property offices worldwide; or (ii) pursuant to the Personal Property Security Act , Uniform Commercial Code , or similar legislation worldwide, such encumbrances will be clarified with the applicable body to be applicable only to the portion of the Applicable ICE Code and the ICE Patents retained by DIRTT. Such clarification shall be made by DIRTT, at DIRTT’s expense.

(c) Confirmatory Assignment of AWI Catalog Library. Effective as of the Effective Date, DIRTT hereby absolutely and unconditionally assigns, transfers, sells, conveys, grants and delivers unto AWI free and clear of all encumbrances (other than the Permitted Encumbrances), and AWI hereby accepts and assumes from DIRTT, any and all rights that DIRTT may have in and to the AWI Catalog Library, including all Intellectual Property Rights therein (except for Trademarks, which are excluded), the right to present and future income, royalties, damages and payments due with respect to the foregoing and rights action, both at law and in equity with respect thereto, including the right to sue, settle any claims, and collect damages for any past, present, or future infringement or misappropriation of the AWI Catalog Library, the same to be held and enjoyed by AWI, its and their successors and assigns.

(d) Exclusivity. Prior to a Separation Election and for the five (5) year period following such Separation Election, AWI shall have the exclusive right to Commercialize the Applicable ICE IP Rights in the AWI Field of Use and DIRTT shall have the exclusive right to Commercialize the Applicable ICE IP Rights in the DIRTT Field of Use.

(e) Code Management. AWI shall, as of the Effective Date, have the right to develop its own version of software derivative of the Applicable ICE Code. AWI agrees that as of the Effective Date and prior to a Separation Election, any Derivative Works created by AWI will be managed, supported, and maintained solely by AWI or its agents exclusive of DIRTT. Further, prior to a Separation Election, AWI shall not introduce any Derivative Works into the version of Applicable ICE Code being managed, supported, and maintained by DIRTT.

(f) Restrictions on Derivative Works and Services. Prior to a Separation Election and for the five (5) year period following such Separation Election, (i) for the DIRTT competitors set forth in Schedule B, AWI shall not make any Derivative Works of the Applicable ICE IP Rights or provide any services related to the Applicable ICE IP Rights and (ii) for the AWI competitors set forth in Schedule C, DIRTT shall not make any Derivative Works of the Applicable ICE IP Rights or provide any services related to the Applicable ICE IP.

(g) Restrictive Covenants. Each Party hereby acknowledges and agrees that its use and any of its respective Affiliates’ or customers’ use of the Applicable ICE Code and of any Updates or Derivative Works and associated Intellectual Property Rights relating thereto shall be governed by the following restrictive covenants:

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(i) Except as otherwise agreed to in writing, aside from the contractual rights existing as of the Effective Date of certain entities, as set forth on Schedule D, to place Source Code in escrow, neither Party shall allow any third party to access, use or escrow the Source Code of the Applicable ICE Code, other than to exercise a Party’s rights and obligations under this Agreement, including for development and maintenance purposes, pursuant to written confidentiality provisions at least as strict as those provided under this Agreement; provided that the foregoing contractual rights with respect to Source Code existing as of the Effective Date shall not be expanded or otherwise modified, nor shall new such contractual rights be granted.

(ii) Each Party shall require any third parties accessing the Applicable ICE Code to agree to written restrictions that prohibit such third parties or their end users from reverse engineering or decompiling the Applicable ICE Code or using the Applicable ICE Code for benchmarking, competitive analysis, or for the development of competing applications or products;

(iii) Each Party shall require any third parties accessing the Applicable ICE Code to agree to audit or inspection rights of the applicable party’s usage of the Applicable ICE Code; and

(iv) Each Party shall remain responsible for any act or omission of its Affiliates, customers or licensees, or other third-parties provided access by such Party to the Applicable ICE Code.

(h) License Agreement Termination. As of the Effective Date, the Parties agree that the License Agreement shall be terminated, and to the extent any surviving terms therein conflict with any terms contained in this Agreement, such conflicting terms shall be superseded by those of this Agreement.

(i) Full Coverage License. To the extent the ICE Patents do not include all patents and patent applications that are related to or necessary for use of the Applicable ICE Code, DIRTT hereby grants and agrees to grant to AWI a non-exclusive, irrevocable, perpetual, fully paid up, royalty-free, sublicensable (subject to compliance by AWI and its sublicensees with the restrictions set forth in Sections 2(d), (f), and (g)), non-transferable (except in connection with transfers permitted under Section 14(g)), worldwide license to all such rights.

(j) Consent to Assignment. Subject to DIRTT’s compliance with its existing contractual obligations, DIRTT agrees that it will not prior to a Separation Election and for five (5) years thereafter, grant any third-party licensee of the Applicable ICE Code the right to assign such licensee’s rights and obligations under the applicable license to an AWI competitor listed on Schedule C.

(k) Restriction on Expansion of Agreement. Subject to DIRTT’s compliance with its existing contractual obligations, DIRTT agrees that it will not expand, renew or otherwise modify its relationship with [] or its Affiliates beyond its existing Software Development and License Agreement in effect as of the Effective Date in any way that would enable DIRTT or [] or its Affiliates to compete with AWI prior to a Separation Election and for five (5) years thereafter.

3. Code Transfer; Knowledge Transfer

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(a) Applicable ICE Code Transfer. On the Effective Date, DIRTT shall (i) instruct NCC Group Security Services, Inc. to release a true and complete copy of the Applicable Background ICE Code as then deposited in escrow to AWI within ten (10) days, which shall include the Source Code version thereof and sufficient materials to compile and execute the Applicable Background Ice Code; and (ii) configure all AWI user accounts to have the maximum expiration date as available in the account management program, such that AWI user access is uninterrupted. As soon as practicable thereafter, but not later than three (3) months following the Effective Date, at AWI’s sole expense, DIRTT will (i) provide a current and complete copy of the Applicable Background ICE Code (including Source Code, trade secrets, configuration data, files, and information necessary to operate a license server) to AWI free and clear of any encumbrances (other than Permitted Encumbrances); and (ii) assist AWI in obtaining any licenses or other thirdparty rights required to use the Applicable ICE Code. DIRTT will provide Updates and Applicable Foreground ICE Code to AWI, at AWI’s expense, at least every three (3) months.

(b) Knowledge Transfer Plan. Following the Effective Date, the Parties will develop a mutually acceptable plan (the “ Knowledge Transfer Plan ”) for the transfer of knowledge related to the Applicable Background ICE Code such that the designated individuals within AWI shall be capable of modifying the Source Code of the Applicable Background ICE Code and compiling it into Object Code (the “ Knowledge Transfer ”). The Knowledge Transfer Plan shall include, but not be limited to, the information and supplementary work necessary to use the Applicable Background ICE Code, such as compilers, libraries, and development environments that are available freely or commercially from other parties such that the Source Code of the Applicable Background ICE Code can be converted into Object Code.

(i) Compensation . AWI shall compensate DIRTT, and DIRTT shall invoice AWI, for all work performed under the Knowledge Transfer Plan on a time and materials basis. All such work performed under the Knowledge Transfer Plan shall be documented using a Statement of Work pursuant to the Master Services Agreement.

(ii) Completion . The Parties will make commercially reasonable efforts to complete the Knowledge Transfer under the Knowledge Transfer Plan within six (6) months of the Effective Date. The Knowledge Transfer will be deemed complete when DIRTT notifies AWI that all steps in the Knowledge Transfer Plan are complete and AWI confirms in writing. If AWI does not agree with DIRTT’s assertion that all steps in the Knowledge Transfer Plan have been completed, AWI will provide written notice of the steps that need to be completed prior to the Knowledge Transfer Plan being deemed completed.

4. Ownership and Registration of Intellectual Property Rights

(a) Ownership of Intellectual Property Rights. Subject to the terms and conditions of this Agreement and the Partial Patent Assignment, as between the Parties, each Party owns an undivided fifty percent (50%) ownership interest in and to the (i) Applicable ICE IP Rights and (ii) Derivative Works. For the avoidance of doubt, each Party agrees to assign, and hereby absolutely and unconditionally assigns, transfers, sells, conveys, grants and delivers unto the other Party an undivided fifty percent (50%) ownership interest of all right, title and interest in and to the Applicable ICE IP Rights and Derivative Works owned by such Party. Subject to Sections 2(d), (f), and (g), each Party may exploit the Applicable ICE IP Rights and Derivative Works

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created by or on behalf of such Party without any obligation of accounting to the other Party with respect to any proceeds, including any profits, generated from such exploitation, whether such proceeds are generated from the Party’s own use, licensing, or transfer of the Applicable ICE IP Rights and Derivative Works. For the avoidance of doubt, each Party agrees to assign, and does hereby assign, to the other Party its rights required to effect such undivided fifty percent (50%) ownership interest as between the Parties, and to waive its respective moral rights therein in favor of the other Party. AWI owns all right, title, and interest in and to the AWI Catalog Library. AWI hereby grants DIRTT a non-exclusive, non-sublicensable, nontransferable, royalty-free, worldwide license to the AWI Catalog Library for the sole purpose of performing DIRTT’s obligations under this Agreement. Each Party shall retain ownership of its Background IP and nothing in this Agreement will cause either Party to assign ownership of any Background IP to the other Party.

(b) Registration of Intellectual Property Rights . DIRTT shall have the initial right to file for patent protection or any other registration or recording of Intellectual Property Rights relating to Applicable ICE IP Rights (“ Issued Rights ”). DIRTT shall be responsible for any fees incurred in connection with the filing, prosecution, or maintenance of the Issued Rights. In the event DIRTT intends to discontinue filing, prosecution, or maintenance of any Issued Rights, then DIRTT shall give AWI at least sixty (60) days’ prior written notice of its intention to discontinue, and AWI may, at its own cost, take over the filing, prosecution, or maintenance of such Issued Rights. If (i) DIRTT does not provide such notice and (ii) AWI determines that DIRTT has discontinued filing, prosecution or maintenance of such Issued Rights for greater than sixty (60) days, then AWI may, at its own cost and on prior written notice to DIRTT and DIRTT’s subsequent confirmation of receipt of such notice within ten (10) days of receipt, take over the filing, prosecution, or maintenance of such Issued Rights and AWI will own all right, title, and interest in such Issued Rights. AWI hereby grants and agrees to grant to DIRTT a non-exclusive, perpetual, royalty-free, sublicensable, transferable, worldwide license to use outside of the AWI Field of Use any such Issued Rights that AWI obtains. AWI shall maintain the sole right to file for any patent protection or other registration or recording of Intellectual Property Rights relating to the AWI Catalog Library.

(c) Comfort Letters. Prior to the Effective Date, DIRTT shall deliver to AWI, a duly executed copy of a confirmation or no-interest letter, in each case in form and substance satisfactory to AWI, from any party with a security interest or registration against or in respect of the Applicable ICE Code and/or ICE Patents, including but not limited to Royal Bank of Canada, confirming that such party has no interest or otherwise releases all interest in the Applicable ICE Code and ICE Patents to be acquired by AWI pursuant to the terms of this Agreement.

(d) Further Assurances. Each Party shall, at its sole cost and expense, cooperate with the other Party and shall perform the actions that are necessary for implementing the intent of this Section 4, including (a) signing, executing, certifying to, verifying, acknowledging, delivering, accepting, filing and recording any and all instruments and other documents with the appropriate authorities in a timely manner, and (b) taking, or causing to be taken, any and all such actions that are advisable or appropriate in order to effect the provisions herein.

(e) Transitional License. Notwithstanding any other provision of this Agreement, DIRTT hereby grants to AWI a transitional trademark license to use any DIRTT Trademarks

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required by AWI, and to remove or replace, in AWI’s discretion, any existing DIRTT trademarks associated with the Applicable ICE IP Rights. For the avoidance of doubt, any Trademarks of DIRRT included or embedded with the Applicable ICE Code may be used by AWI so long as required to fully benefit from the terms of the Agreement until they are removed or replaced.

5. Infringement

(a) Infringement of Applicable ICE IP Rights.

(i) Notice. In the event that either Party becomes aware of any suspected infringement, misappropriation or other violation of Intellectual Property Rights associated with Applicable ICE IP Rights or any component thereof or Updates thereto by a third party (collectively, “ Infringement ”), it shall promptly notify the other Party in writing of such Infringement. Such notice shall set forth the facts of the Infringement known to the notifying Party in reasonable detail. The failure by a Party to give such prompt written notice shall not, however, relieve the other Party of its obligations under this Section 5, except and only to the extent that such other Party forfeits rights or defenses by reason of such failure.

(ii) Enforcement . AWI shall have the right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to Infringement of the Applicable ICE IP Rights in the AWI Field of Use by counsel of its own choice and at its own expense, and DIRTT shall have the right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to Infringement of the Applicable ICE IP Rights other than in the AWI Field of Use by counsel of its own choice and at its own expense. Notwithstanding the foregoing, each Party shall be responsible for reimbursing the other Party for the costs and expenses associated with any action or proceeding related to Infringement attributable to a breach by such Party, or any Affiliate of such Party, of the obligations and restrictions set forth in this Agreement. The Party not controlling an Infringement action or proceeding shall have the right, at its own expense, to be represented in any action by counsel of its own choice with respect to any Infringement. Without limiting the foregoing, AWI shall have the right, but not the obligation, to institute or prosecute and control an action or proceeding in its name with respect to any Infringement if DIRTT has failed to initiate a court action or proceeding or otherwise to take appropriate action to abate such Infringement that is taking place within a period of one hundred eighty (180) days after written notice by AWI requesting action; provided that (A) in no event shall AWI be entitled to institute, prosecute or control any action with respect to Infringement taking place within the DIRTT Field of Use, and (B) in no event shall DIRTT be entitled to institute, prosecute or control any action with respect to Infringement taking place within the AWI Field of Use. Any action taken by AWI pursuant to the foregoing sentence will be taken at its own expense and by counsel of its choice, and DIRTT shall have the right to be represented in any such action by counsel of its own choice at its own expense.

(iii) Cooperation . If one Party brings any such action or proceeding permitted under Section 5(a)(ii), the other Party agrees to be joined as a party plaintiff if necessary to prosecute the action or proceeding and to give the first Party commercially reasonable assistance and authority to file and prosecute the suit. Each Party bringing an action or proceeding with respect to Infringement agrees to provide reasonable information to the other Party, at such other Party’s written request, about such action or proceeding; provided that, either Party shall be

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entitled to withhold any information that it or its counsel reasonably determine should be withheld in order to preserve or protect attorney-client privilege or such Party’s litigation strategy.

(iv) Damages . All damages or other monetary awards recovered pursuant to this Section 5(a) shall be paid and applied as follows: (A) first, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of the Party bringing suit, then to the costs and expenses of the Party that is not the Party bringing suit if such other Party joined such suit as a necessary party plaintiff and (B) any amounts remaining shall be allocated to the Party bringing suit.

(v) Settlement with a Third Party . The Party that controls the prosecution of an Infringement action shall also have the right to control settlement of such action; provided that, no settlement shall be entered into without the prior written consent of the other Party if the settlement would subject the other Party to ongoing liability. Any amounts received in settlement of any action shall be apportioned between the Parties in the same manner as any damages would have been apportioned in such action pursuant to Section 5(a)(iv).

• (b) Infringement of Third Party Rights. If either Party receives a notice of or is sued for actual or alleged infringement of an Intellectual Property Right of a third party, which such infringement is based on, or related to, Applicable ICE IP Rights, then such Party shall promptly inform the other Party in writing of such notice. The failure by a Party to give such prompt written notice shall not, however, relieve the other Party of its obligations under Section 12.

6. Compensation

(a) Purchase Price. As compensation for the rights granted to AWI pursuant to this Agreement and the Partial Patent Assignment, AWI will pay to DIRTT a total purchase price payment of eleven million dollars ($11,000,000) (the “ Purchase Price ”). The Parties will enter into an escrow agreement with Wilmington Trust, National Association (“ Wilmington Trust ”), on mutually agreeable terms and conditions, and AWI shall place ten million dollars ($10,000,000) (the “ Initial Payment ”) in escrow with Wilmington Trust, each to occur on the Effective Date. The final purchase price payment of one million dollars ($1,000,000) will be paid by AWI directly to DIRTT upon completion of the Knowledge Transfer in accordance with Section 3(b) (the “ Knowledge Transfer Payment ”).

(b) Payments. All amounts referred to in this Agreement are expressed in U.S. dollars. All payments to DIRTT will be made in U.S. dollars by check or wire transfer in an account designated in writing by DIRTT from time to time. For the avoidance of doubt, (i) AWI shall not be obligated to pay the Initial Payment until it is reasonably satisfied that it is in possession of a working, codable, compilable version of the Applicable ICE Code, free and clear of all encumbrances (other than Permitted Encumbrances); and (ii) AWI shall not be obligated to pay the Knowledge Transfer Payment until the Knowledge Transfer under the Knowledge Transfer Plan has been completed. AWI will confirm it is in possession of a working, codable, compilable version of the Applicable ICE Code within five (5) business days of receipt of the code and shall promptly instruct Wilmington Trust to release the funds for the Initial Payment to DIRTT. If AWI does not confirm it is in possession of a working, codable, compilable version of the Applicable

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ICE Code within five (5) business days of receipt, the Parties will work in good faith to resolve the delivery of the code to the satisfaction of AWI within the next ten (10) business days and if unresolved, the Agreement shall be deemed null and void and AWI will return the entirety of the code in its possession to DIRTT.

(c) Taxes. AWI shall not be entitled to deduct or setoff the amount of any taxes from the Purchase Price. AWI is solely responsible for the payment of any sales, use, value added, excise or other similar tax, fee, duty or governmental assessment (except for taxes based on DIRTT’s net income) that are imposed or become payable in connection with this Agreement, the Commercialization of Applicable ICE IP Rights, or the Purchase Price.

7. Partnership Opportunities . The Parties shall discuss in good faith potential partnering opportunities for sales collaboration and research and development activities. Each Party will use commercially reasonable efforts to arrange for its respective sales and research and development leadership teams to meet periodically to discuss such potential opportunities and how such teams may communicate the nature of the relationship within their respective organizations. The Parties may explore the following:

(a) Opportunities to enter into new product development agreements subject to both Parties’ current processes for research, development, product design, and commercialization;

(b) Project and account collaboration between both internal sales teams and field sales teams on non-confidential construction projects, customer accounts and lead generation, where there may be opportunities to influence sales or architectural specifications in the favor of either or both Parties; and

(c) Opportunities to participate in co-marketing campaigns.

8. Separation Election

(a) Option. AWI has the option at any time, and DIRTT has the option beginning five (5) years following the Effective Date, to notify the other Party in writing that as of the date of the notice, each Party shall pursue further developments of the Applicable Ice Code separately and independently from the other Party (a “ Separation Election ”). The Master Services Agreement shall terminate effective immediately upon such notice in accordance with its terms; provided however, that, any SOW in effect under the Master Services Agreement shall continue in accordance with the terms contained therein until expiration or termination of such SOW. Following a Separation Election, at AWI’s option, DIRTT shall provide for up to one (1) year limited support services (“ Limited Support Services ”) on terms and conditions reasonably acceptable to both Parties. Other than any such Limited Support Services, and obligations under Section 8(b) hereof, following the Separation Election, DIRTT shall have no further obligations to maintain, Update, or otherwise support the Applicable ICE Code for AWI.

(b) Code Transfer. Immediately following notice of a Separation Election, DIRTT will provide to AWI, at AWI’s sole expense, a complete copy of such version of the Applicable ICE Code (including, but not limited to, all modules and trade secrets therein) in effect as of the date of the Separation Election notice, free and clear of any encumbrances (other than Permitted Encumbrances); provided that if any SOW continues in effect after the date of the

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Separation Election notice, DIRTT will provide to AWI, at AWI’s sole expense, a complete of such version of the Applicable ICE Code (including, but not limited to, all modules and trade secrets therein) in effect as of the date of the termination or expiration of such SOW, free and clear of any encumbrances (other than Permitted Encumbrances). Any subsequent development of the Applicable ICE Code by DIRTT shall be owned and possessed solely by DIRTT, and any subsequent development of the Applicable ICE Code by AWI shall be owned and possessed solely by AWI.

(c) Effect of Separation Election. Following a Separation Election and unless otherwise required under an ongoing SOW or any Limited Support Services: (A) neither Party shall have any obligation to provide any Derivative Works or Updates of the Applicable ICE Code to the other Party; (B) the Parties shall continue to have co-ownership rights in the Applicable ICE IP Rights and AWI shall continue to have sole ownership of the AWI Catalog Library; (C) neither Party shall have any obligation to provide access, a license to, or to disclose its version of the Applicable ICE Code, including any Object Code or Source Code, to the other Party; (D) each Party shall have the right to seek and prosecute, at its own cost, patents and registered Intellectual Property Rights in its Updates, derivative works, and inventions made to its version of the Applicable ICE Code; and (E) subject to any restrictions herein, each Party can, and without the consent of the other Party, assign, dispose of and/or license its version of the Applicable ICE Code, including any Object Code or Source Code, any Updates, Derivative Works, and inventions made to its version of the Applicable ICE Code, and any Intellectual Property Rights related to any of the foregoing.

9. Confidentiality

(a) Obligation. The Parties agree that each Party (the “ Receiving Party ”) shall maintain all Confidential Information of the other Party (the “ Disclosing Party ”) in confidence and shall not publish, disseminate or otherwise disclose the Disclosing Party’s Confidential Information to any third party, nor use any Confidential Information of the Disclosing Party, without the written consent of the Disclosing Party, except to perform a Party’s obligations and exercise its rights hereunder. The Receiving Party may only disclose Confidential Information of the Disclosing Party to those employees, contractors, and agents of the Receiving Party who have a bona fide need to know for the purpose of this Agreement, and only after such employees, contractors, and agents have been advised of the confidential nature of such information and are bound in writing by obligations of confidentiality, non-use and non-disclosure substantially similar to those contained in this Agreement (such employees, contractors, and agents, the “ Representatives ”). A Receiving Party will be responsible for any use or disclosure of Confidential Information by its Representatives if such use or disclosure would have constituted a breach of this Agreement if made by the Receiving Party. A Receiving Party will protect the Confidential Information of the Disclosing Party with the same degree of care that the Receiving Party uses to protect its own confidential or proprietary information, but no less than commercially reasonable care.

(b) Exceptions. The foregoing confidentiality, non-disclosure and non-use obligations will not apply to information or know-how that a Party can demonstrate through documentary evidence (i) was rightfully known to the Receiving Party, other than under an obligation of confidentiality or non-use, at the time of disclosure to the Receiving Party; (ii)

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becomes generally available or known to parties reasonably skilled in the field to which such information or know-how pertains, or otherwise became part of the public domain, after its disclosure to the Receiving Party through no act or omission on the part of the Receiving Party or any other Person bound by confidentiality, non-use or non-disclosure obligations to the Disclosing Party; (iii) was disclosed to the Receiving Party, other than under an obligation of confidentiality or non-use, by a third party who had no obligation to the Disclosing Party not to disclose such information to others; or (iv) was independently discovered or developed by the Receiving Party, as evidenced by their written records, without the use of or reference to the Confidential Information belonging to the Disclosing Party.

(c) Permitted Use and Disclosures. A Receiving Party may use or disclose Confidential Information of the Disclosing Party (i) as necessary in connection with the performance of its obligations or the exercise of its rights under this Agreement or (ii) to the extent such use or disclosure is reasonably necessary in complying with applicable law; provided that, if a Receiving Party is required to make any such legally required disclosure of a Disclosing Party’s Confidential Information, it shall make reasonable efforts to: (A) give prompt written notice to the Disclosing Party of the proposed disclosure to allow the Disclosing Party an opportunity to object to all or any portion of the disclosure before it is disclosed; (B) if advance notice is not possible, provide written notice of disclosure immediately thereafter; (C) to the extent possible, minimize the extent of such disclosure; and (D) secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise), it being understood that any information so disclosed shall otherwise remain subject to the limitations on use and disclosure hereunder. The Party proposing to disclose any Confidential Information under this provision shall take into reasonable consideration any comments and objections raised by the Disclosing Party. Furthermore, either Party shall be permitted to disclose this Agreement to actual or potential lenders, investors, or purchasers of all or any portion of its business, in each case which are subject to written obligations of non-use, non-disclosure and confidentiality no less stringent than those contained in this Agreement.

10. Representations and Warranties; Disclaimer

(a) Mutual. Each Party represents and warrants to the other that such (i) Party’s execution, delivery and performance of this Agreement have been authorized by all necessary corporate or other institutional action, and (ii) this Agreement is the valid and binding obligation of such Party, enforceable against it in accordance with its terms.

• (b) By DIRTT. DIRTT represents and warrants to AWI that:

• (i)the Applicable ICE IP Rights are all the Intellectual Property Rights owned by DIRTT, excluding Trademarks, that are related to or necessary for use of the Applicable ICE Code;

• (ii)it is the exclusive owner of the Applicable ICE IP Rights, free and clear of any encumbrances, other than Permitted Encumbrances;

• (iii)no Applicable ICE Code infringes, violates or makes unlawful use of any Intellectual Property Rights of, or contains any Intellectual Property Rights

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misappropriated from, any other Person, and no claims asserting any of the foregoing are, to DIRTT’s knowledge, pending;

• (iv) except for the December 2024 Issue, to DIRTT’s knowledge, none of the Applicable ICE Code contains any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable without modification of performing, any of the following functions: (a) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (b) damaging or destroying any data or file without the user’s consent;

• (v)no Applicable ICE Code contains, is derived from, is distributed with or is being or was developed using open source code that is licensed under any terms that: (a) impose or could impose a requirement or condition that any Applicable ICE Code or part thereof: (A) be disclosed or distributed in Source Code form; (B) be licensed for the purpose of making modifications or derivative works; or (C) be redistributable at no charge; or (b) otherwise impose or could impose any other material limitation, restriction, or condition on the right or ability of AWI to use or distribute any Applicable ICE Code; and

• (vi)to DIRTT’s knowledge, none of the Applicable ICE Code contains any bug, defect, or error that materially and adversely affects the use, functionality, or performance of Applicable ICE Code or any product or system containing or used in conjunction with the Applicable ICE Code.

(c) Disclaimers of Warranty. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN SECTION 10(a) AND 10(b), THE APPLICABLE ICE CODE AND UPDATES THERETO ARE PROVIDED “AS IS,” AND DIRTT DISCLAIMS AND MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED OR OTHER WARRANTIES: (i) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TIMELINESS, RELIABILITY, OR SYSTEM INTEGRATION; OR (ii) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

11. Resolution of December 2024 Issue. DIRTT shall use commercially reasonable efforts to resolve the December 2024 Issue prior to December 10, 2024, by providing equivalent or improved functionality to the Applicable Ice Code. If DIRTT’s solution does not successfully resolve the December 2024 Issue, then AWI’s sole remedy is to either request new replacement code to resolve the December 2024 Issue or a refund of six (6) months fees under the Master Services Agreement.

12. Indemnification.

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(tt) DIRTT shall indemnify, defend and hold harmless AWI and its Affiliates, and each of their respective shareholders, directors, officers, employees, agents, successors and assigns from any and all losses based upon, arising from, or relating to any third-party claim, or allegation, of any of the following: (i) any grossly negligent act or omission, theft, misrepresentation, fraud or other willful or reckless misconduct of DIRTT; (ii) any violation of any Applicable Laws by DIRTT, whether on or after the Effective Date; (iii) any breach of any representation or warranty in Section 10(b); or (iv) any infringement or alleged infringement, misappropriation or alleged misappropriation of any Intellectual Property Rights related to the use or exploitation of the Applicable ICE IP Rights.

(uu) AWI shall indemnify, defend and hold harmless DIRTT and its Affiliates, and each of their respective shareholders, directors, officers, employees, agents, successors and assigns from any and all losses based upon, arising from, or relating to any third- party claim, or allegation, of any of the following: (i) any grossly negligent act or omission, theft, misrepresentation, fraud or other willful or reckless misconduct of AWI; (ii) any violation of any Applicable Laws by AWI, whether before, on or after the Effective Date.

13. Limitations of Liability; Damages.

(a) Exclusion of Consequential Damages. EXCEPT WITH RESPECT TO THE (i) DAMAGES RESULTING FROM BREACHES OF APPLICABLE LAWS, (ii) DAMAGES RESULTING FROM BREACHES OF THE PROVISIONS OF THIS AGREEMENT REGARDING CONFIDENTIALITY, (iii) INDEMNIFICATION OBLIGATIONS HEREUNDER, (iv) DAMAGES RESULTING FROM BREACHES OF THE REPRESENTATIONS AND WARRANTIES, (v) INFRINGEMENT OR ALLEGED INFRINGEMENT OF THE OTHER PARTY’S OR ANY THIRD-PARTY’S INTELLECTUAL PROPERTY RIGHTSTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OR (vi) DAMAGES RESULTING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY (OR ITS AFFILIATES) SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY AMOUNTS FOR ANY INJURY TO OR LOSS OF GOODWILL, REPUTATION, BUSINESS, PRODUCTION, PROFITS, OR OPPORTUNITIES (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR THE PARTY AGAINST WHOM SUCH LIABILITY IS CLAIMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

(b) Limitation on Damages. EXCEPT WITH RESPECT TO THE (i) DAMAGES RESULTING FROM BREACHES OF APPLICABLE LAWS, (ii) DAMAGES RESULTING FROM BREACHES OF THE PROVISIONS OF THIS AGREEMENT REGARDING CONFIDENTIALITY, (iii) INDEMNIFICATION OBLIGATIONS HEREUNDER, (iv) DAMAGES RESULTING FROM BREACHES OF THE REPRESENTATIONS AND WARRANTIES, (v) THE INFRINGEMENT OR ALLEGED INFRINGEMENT OF THE OTHER PARTY’S OR ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OR (vi) DAMAGES RESULTING FROM WILLFUL MISCONDUCT OR GROSS

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NEGLIGENCE, A PARTY’S MAXIMUM, AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF [***] OR THE AMOUNT PAID UNDER THE MASTER SERVICES AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.

14. General Provisions.

(a) Compliance with Law. Each Party shall comply with applicable laws in performing its responsibilities under this Agreement and in any of its dealings under this Agreement. Neither Party will import or export any software or technical data, or undertake any transaction or activity, in violation of any import or export controls under applicable law.

(b) Governing Law and Venue. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, shall be governed by in accordance with the laws of the State of Delaware, United States of America, including its statute of limitations, without regard to its conflict of laws rules. Both Parties agree that the Delaware Court of Chancery and any state appellate court therefrom within Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within Delaware) shall be the sole and exclusive venue for any suit, actions or proceedings arising from or relating to this Agreement, and they hereby irrevocably consent to the jurisdiction of such courts. All proceedings shall be conducted in the English language. The U.N. Convention on International Sales of Goods shall not apply to this Agreement.

(c) Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY.

(d) Notices. Unless provided otherwise in this Agreement, all notices, consents, claims, demands, waivers, and other similar communications sent to either Party shall be in writing and become effective: (i) when received, when delivered in person (with confirmation of delivery), (ii) one business day after being sent by overnight express courier, (iii) three business days after being sent, when sent by U.S. certified mail, return requested and postage prepaid, and (iv) on the date sent by email with confirmation of transmission, if sent during the normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. All notices shall be addressed as follows:

If to DIRTT: 7303 30[th] Street S.E. Calgary, Alberta, Canada T2C 1N6

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EXECUTION VERSION

Attention: Mark Greffen, Chief Technology Officer [***]

With a copy to: 7303 30[th] Street S.E. Calgary, Alberta, Canada T2C 1N6 Attention: Nandini Somayaji, SVP, General Counsel & Secretary [] If to AWI: 2500 Columbia Ave. Lancaster, Pennsylvania, USA 17603 Attention: Jill Crager, SVP Sales Operations [] With a copy to: 2500 Columbia Ave. Lancaster, Pennsylvania, USA 17603 Attention: Austin So, SVP, General Counsel & Secretary [***]

(e) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission (to which a PDF copy is attached) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

(f) Independent Contractors; No Third Party Beneficiaries. The relationship of the Parties is one of independent contractors. Nothing in this Agreement shall be construed to create a joint venture or partnership between the Parties, an employee/employer relationship, or other form of joint enterprise or fiduciary relationship between the Parties. Neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. This Agreement is for the sole benefit of the Parties (and their respective permitted successors and assigns) and nothing in this Agreement is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

(g) Assignment. Except as otherwise specifically provided herein and except for assignments by a Party to an Affiliate of such Party, neither this Agreement nor any rights or obligations under this Agreement may be transferred, delegated, or assigned by a Party without the other Party’s prior written consent and any attempt to the contrary shall be void. Notwithstanding the foregoing, either Party shall be entitled to assign this Agreement to an Affiliate or in connection with a Change in Control involving such Party without the consent of the other Party. This Agreement shall be binding upon the Parties’ respective successors and permitted assigns, including, without limitation, any receiver, monitor or bankruptcy trustee.

(h) Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing duly signed by each Party. Except as otherwise expressly set forth in this Agreement, no waiver by any Party of any of the provisions

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EXECUTION VERSION

of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving.

(i) Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or incapable of being enforced by any rule of law or public policy, it shall be deemed struck and all other conditions and provisions of this Agreement shall remain in full force and effect. Upon such a holding, the Parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent and effect to the maximum extent reasonably possible consistent with applicable laws.

(j) Equitable Relief. Each Party shall have all rights and remedies set forth in this Agreement, as well as all of the rights which such Party has under applicable laws. Either Party shall be entitled to enforce such rights (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by applicable laws. Without limiting the foregoing, each Party shall be entitled to seek specific performance or injunctive relief (including as necessary to specifically enforce any surviving portion of Section 2), in addition to any other remedies to which a Party is entitled at law or in equity.

(k) Publicity. No public disclosure, press release, or announcement concerning the execution of this Agreement or the transactions contemplated hereby shall be issued by either Party without the prior written consent of the other Party.

(l) Force Majeure. Neither Party shall be liable to the other Party, nor shall such Party be deemed to have defaulted or breached this Agreement, for any failure or delay in its performance under this Agreement due to force majeure or other causes that are beyond its reasonable control, including but not limited to, an act of God, an act of civil or military authority, fire, epidemic, flood, earthquake, electrical failures, failures of the internet or of telecommunications systems, regional failures of power, or due to sabotage, national or regional emergency, global pandemic, regional epidemic or other public health crisis, or government action. A Party seeking excuse from performance on the basis of a force majeure shall promptly notify the other Party of the likely impact and duration of the event, and the steps being taken to mitigate to the extent reasonable. Timeframes and deadlines under this Agreement that are affected by the force majeure event shall be deemed extended for a period not less than the duration of the force majeure event.

(m) Survival. The following provisions shall survive any Separation Election: Sections 1, 2, 4(a), 4(b), 4(d), 5, 6(b), and 8 – 14 in addition to any other provisions that either expressly survive or that, by their sense and context would be understood to survive.

(n) Construction. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders, the word “or” is used in the inclusive sense (and/or), and the words “shall” and “will” have the same meaning. The captions of this Agreement are for convenience of reference only and in no way define, describe, extend, or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The terms “including,” “include,” or “includes” as used herein mean including, without limiting the generality of any description

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preceding such term. The Parties agree that this Agreement has been fully negotiated and reviewed, and that it is their respective mutual work product. Accordingly, no rule requiring construction against the drafter shall apply to its interpretation, in whole or in part.

(o) Bankruptcy and Insolvency. All licenses granted under this Agreement will be deemed licenses of rights to “Intellectual Property” as that term is defined for purposes of Section 365(n) of the U.S. Bankruptcy Code and the applicable licensee (on behalf of itself and its sublicensees) will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code.

(p) Entire Agreement. This Agreement, including its Exhibits and Schedules, constitutes the entire agreement of the Parties with respect to its subject matter, and supersedes any and all prior and other proposals, representations, communications and agreements, whether oral or written, regarding its subject matter.

---

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IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Co-Ownership Agreement as of the Effective Date.

ARMSTRONG WORLD INDUSTRIES, DIRTT ENVIRONMENTAL INC. SOLUTIONS LTD.

BY: /s/ Jill A. Crager BY: /s/ Benjamin Urban NAME: Jill A. Crager NAME: Benjamin Urban TITLE: SVP Sales Operations TITLE: Chief Executive Officer

SIGNATURE PAGE TO CO-OWNERSHIP AGREEMENT

SCHEDULE A1

APPLICABLE BACKGROUND ICE CODE

[ * ]**

SCHEDULE A2

ICE PATENTS

[ * ] [ * ]

SCHEDULE B

DIRTT COMPETITORS

SCHEDULE C

AWI COMPETITORS

[ * ]**

SCHEDULE D

ENTITIES WITH RIGHT TO ESCROW THE SOURCE CODE

[ * ]**

EXHIBIT A

PARTIAL PATENT ASSIGNMENT AGREEMENT

[ * ]**

Exhibit 10.2

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

1. Purpose

The purpose of the DIRTT Environmental Solutions Ltd. Amended and Restated Long Term Incentive Plan (the “ Plan ”) is to encourage selected employees, officers, consultants, and directors of DIRTT Environmental Solutions Ltd. (together with any corporate successor, the “ Corporation ”) and its Affiliates (as defined below) to acquire a proprietary interest in the growth and performance of the Corporation. The Plan is intended to generate an increased incentive to contribute to the Corporation’s future success and prosperity, thereby enhancing the value of the Corporation for the benefit of its shareholders, and to enhance the ability of the Corporation and its Affiliates to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Corporation depends. The Plan seeks to achieve these purposes by providing for Awards in the form of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Deferred Share Units, Share Awards, Other Share-Based Awards, Cash Awards, and Dividend-Equivalent Rights (each as defined below). The Plan was originally adopted effective May 22, 2020 and was amended and restated effective as of May 30, 2023.

2. Definitions

As used in the Plan, the following terms, when capitalized, will have the meanings set out below:

“ Adjustment Event ” has the meaning set out in Section 8(d) of the Plan.

“ Affiliate ” means any corporation that, directly or through one (1) or more intermediaries, is controlled by the Corporation, including any corporation in which the Corporation owns a significant equity interest, as determined by the Committee, provided that, for the purposes of Awards granted to Canadian Participants, an “Affiliate” shall include only those corporations which do not deal at arm’s length with the Corporation, within the meaning of the Tax Act.

“ Annual Retainer ” means the annual retainer payable to an Eligible Director including any additional retainer paid to the chair of the Board, or a chair or member of a committee, and, if so determined by the Board in advance of any particular calendar year pursuant to Section 7(d)(i)(A)(i) of the Plan, shall also include any committee fees and per diem meeting fees, but not including, for greater certainty, any travel or expense reimbursements or allowances or any grants or awards pursuant to this Plan or any other equity incentive plan of the Corporation;

“ applicable laws ” means any provision of law, domestic or foreign, including, without limitation, applicable tax and securities legislation and Exchange rules, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder.

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“ Applicable Withholding Taxes ” has the meaning set out in Section 9(j)(ii) of the Plan.

“ Award ” means any Option, SAR, Restricted Share, Restricted Share Unit, Deferred Share Unit, Share Award, Other Share-Based Award, Cash Award, or Dividend-Equivalent Right granted under or pursuant to the Plan.

“ Award Agreement ” means any written agreement, contract, or other instrument or document evidencing any Award granted under the Plan, which shall be between the Corporation, the Employer and the Participant.

“ Beneficiary ” means any Person designated by a Participant by written instrument filed with the Employer to receive any amount, securities, or property payable under the Plan in the event of a Participant’s death; provided that the beneficiary of a Canadian Participant in respect of Deferred Share Units shall be a "dependent" or "relation" (each as interpreted for the purposes of paragraph 6801(d) of the regulations under the Tax Act) of the Canadian Participant or the legal representative of the Canadian Participant; and further provided that, failing any such effective designation, the Beneficiary of a Participant shall be the Participant’s estate.

“ Blackout Period ” means the period of time during which the relevant Participant is prohibited from exercising or trading securities of the Corporation due to restrictions on the trading of the Corporation’s securities imposed by the Corporation in accordance with its trading policies affecting trades by persons designated by the Corporation.

“ Board ” means the board of directors of the Corporation.

“ Canadian Participant ” means any Participant who is an Employee and who is a resident of Canada or is granted an Award in respect of services rendered in Canada.

“ Canadian Resident ” means an individual who is a “Canadian resident” within the meaning of the Tax Act.

“ Cash Award ” means an Award denominated in cash granted pursuant to Section 7(h) of the Plan.

“ Cash Retainer Amount ” has the meaning set out in Section 7(d)(i)(B) of the Plan.

“ Cause ” as used in connection with the termination of a Participant’s employment with the Corporation or an Affiliate, unless otherwise defined in an Award Agreement or a written employment agreement between the Corporation or an Affiliate and a Participant (which definition shall govern), means: (a) fraud, misappropriation of the property or funds of the Corporation, embezzlement, malfeasance, misfeasance, or nonfeasance in office, engagement, or employment which is willfully or grossly negligent on the part of the Participant; (b) the willful allowance by the Participant of the Participant’s duty to the Corporation and his or her personal interests to come into conflict in a material way in relation to any transaction or matter that is of a substantial nature; (c) the breach by the Participant of any non-competition, non-solicitation, or confidentiality covenant contained in his or her employment or service agreement; (d) any other reason which would be concluded by a court of competent jurisdiction to amount to just cause at common law; or

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(e) failure to perform assigned duties.

“ Change of Control ” means the occurrence of any of the following: (a) the acquisition by any Person or any Persons acting jointly or in concert, whether directly or indirectly, of voting securities of the Corporation which together with all other voting securities of the Corporation held by such Persons, constitute, in the aggregate, fifty percent (50%) or more of the votes attached to all outstanding voting securities of the Corporation; (b) a merger, amalgamation, arrangement, or other form of business combination of the Corporation with another Person which results in the holders of voting securities of that other Person holding, in the aggregate, fifty percent (50%) or more of the votes attached to all outstanding voting securities of the Corporation; (c) the acquisition by any Person or any Persons acting jointly or in concert, whether directly or indirectly, of all or substantially all of the assets of the Corporation to another Person during any twelve (12) month period, other than in the ordinary course of business of the Corporation or to any Person that controls or is controlled by the Corporation or that is controlled by the same Person as the Corporation; or (d) a majority of the members of the Board are replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election.

“ Code ” has the meaning set out in Section 3(c) of the Plan.

“ Committee ” means the Compensation Committee of the Board, that, unless otherwise determined by the Board, shall consist solely of two or more Qualified Members, provided, however, to the extent deemed necessary or appropriate, a committee other than the Compensation Committee may be designated by the Board to administer the Plan and such other committee may be vested with any of the powers and responsibilities hereunder and shall be considered the Committee for any and all of such purposes hereunder.

“ Corporation ” has the meaning set out in Section 1 of the Plan.

“ Deferred Retainer Amount ” has the meaning sect out in Section 7(d)(i)(C) of the Plan.

“ Deferred Share Unit ” means a unit credited by means of a bookkeeping entry on the books of the Corporation to an Eligible Director pursuant to Section 7(d) of the Plan, representing the future right of the Eligible Director to receive a cash payment equal to the Fair Market Value of a Share calculated at the date of such payment, or, at the Corporation’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.

“ Deferred Share Unit Account ” has the meaning set out in Section 7(d)(iii)(A) of the Plan.

“ Deferred Share Unit Amount ” has the meaning set out in Section 7(d)(iv)(A) of the Plan.

“ Deferred Share Unit Award Date ” means each date on which Deferred Share Units are credited to an Eligible Director in accordance with Section 7(d)(i)(C) which shall, unless otherwise determined by the Board, be the last day of each calendar quarter, provided that, where an Eligible

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Director resigns on a day other than the last day of a calendar quarter, “Deferred Share Unit Award Date” shall mean the day immediately preceding the day that the resignation is effective.

“ Deferred Share Unit Election Form ” means a document substantially in the form of Schedule “B” to this Plan, or such other form as may be adopted by the Committee, pursuant to which an Eligible Director can make an election pursuant to Section 7(d)(i)(B) of the Plan.

“ Deferred Share Unit Redemption Date ” means:

• (a) for an Eligible Director who is not a U.S. Eligible Director, the date elected by the Eligible Director in a Deferred Share Unit Redemption Election prior to the Eligible Director's Termination Event, which Deferred Share Unit Redemption Date shall: (A) not be earlier than the date of the Eligible Director's Termination Event, (B) not be later than December 15 of the year following the year in which the Eligible Director’s Termination Event occurs, and (C) not fall within a regular Blackout Period; provided that if the Deferred Share Unit Redemption Election is not timely filed or the elected Deferred Share Unit Redemption Date is not permissible pursuant to the above, the "Deferred Share Unit Redemption Date" shall mean December 15 of the year following the year in which the Eligible Director's Termination Event occurs; and

• (b) for a U.S. Eligible Director, the Deferred Share Unit Redemption Date shall be the 30[th] day following the day on which the U.S. Eligible Director’s Separation from Service occurs.

“ Deferred Share Unit Redemption Election ” means a document in such form as may be adopted by the Committee, pursuant to which an Eligible Director who is not a U.S. Eligible Director can elect a Deferred Share Unit Redemption Date.

“ Dividend-Equivalent Right ” means a dividend-equivalent right granted in connection with a Restricted Share Unit, pursuant to Section 7(c)(ii)(B) of the Plan, or in connection with a Deferred Share Unit, pursuant to Section 7(d)(iii)(B) of the Plan.

“ Dividend Payment Date ” has the meaning set out in Section 7(c)(ii)(B) of the Plan.

“ Dividend Record Date ” has the meaning set out in Section 7(c)(ii)(B) of the Plan.

“ Effective Date ” shall mean May 30, 2023.

“ Elected Deferred Retainer Amount ” has the meaning set out in Section 7(d)(i)(B) of the Plan.

“ Eligible Director ” means a member of the Board who is not, apart from their position as a director, an employee of the Corporation or any of its Affiliates.

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“ Employee ” means an employee, within the meaning of the Tax Act, of the Corporation or an Affiliate, which, for greater certainty, includes directors.

“ Employer ” means: (a) with respect to a Participant that is an Employee (other than a director), the entity that employs the Participant or that employed the Participant immediately prior to the termination of his or her employment; (b) with respect to a Participant who is a director, the corporation on whose board the Participant serves or served at the time an Award was granted to the Participant; and (c) with respect to a Participant who is not an Employee, the corporation to whom the Participant provides or provided consulting services; which entity may be in any case, the Corporation or any of its Affiliates.

“ Equitable Adjustments ” has the meaning set out in Section 8(d) of the Plan. “ Exchange ” shall mean any stock exchange, quotation system or other market on which the Shares are listed.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, including the guidance, rules, and regulations promulgated thereunder and successor provisions, guidance, rules, and regulations thereto.

“ Exercise Price ” in respect of an Option has the meaning set out in Section 7(a)(i) of the Plan.

“Fair Market Value ” means: (a) with respect to any property other than the Shares, Restricted Shares, Restricted Share Units, or Deferred Share Units, the fair market value of that property determined by those methods or procedures as may be established from time to time by the Committee, acting reasonably, or (b) with respect to the Shares, Restricted Shares, Restricted Share Units, and Deferred Share Units, the closing sale price of the Shares, as reported by the Principal Market on the day immediately preceding the specified date (or if no sales occur on such date, on the last preceding date on which such sales of Shares are so reported). If the Shares did not trade, then the Fair Market Value with respect to the Shares, Restricted Shares, Restricted Share Units, or Deferred Share Units will be determined by the Committee, acting reasonably, using any other appropriate method selected by the Committee and compliant with applicable laws, provided that, where the Fair Market Value of any Deferred Share Units is to be determined on the Deferred Share Unit Redemption Date of an Eligible Director, such Fair Market Value shall at all times be based on the fair market value of the Shares within the period that commences one year before the Eligible Director's Termination Event and ends at the time the payment in respect of the Deferred Share Units is made.

“ Good Reason ” as used in connection with the termination of a Participant’s employment with the Corporation or an Affiliate, unless otherwise defined in an Award Agreement or a written employment agreement between the Corporation or an Affiliate and a Participant (which definition shall govern), means: (a) without the express written consent of the Employee, any material negative change or diminution of the Employee’s authority, duties, reporting relationship, or responsibilities; (b) any material reduction in the Employee’s base salary or hourly wage, as applicable, provided, however, that any reduction in base salary or hourly wage that applies to all similarly situated employees will not constitute “Good Reason” under this Plan; (c) a change in the geographic location at which the Employee must perform his or her services that is 50 miles or more from the

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principal location to which he or she was previously based as provided in his or her employment agreement, if any; or (d) any material breach by the Corporation or an Affiliate of the Employee’s employment agreement, if any, in each case, so long as the Employee has provided the Corporation or an Affiliate with written notice of the acts or omissions constituting grounds for Good Reason within thirty (30) days of the condition first occurring and the Corporation or an Affiliate shall have failed to rectify, as determined by the Corporation or an Affiliate acting reasonably, any such acts or omissions within thirty (30) days of the Corporation’s or an Affiliate’s receipt of such notice.

“ insider ” has the same meaning given to such term by the rules of the Toronto Stock Exchange in respect of security based compensation arrangements; “insider” also means any Person then subject to Section 16 of the Exchange Act in respect of the Corporation.

“ ISO ” means an Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

“ Mandatory Deferred Retainer Amount ” has the meaning set out in Section 7(d)(i)(A) of the Plan.

“ Nonstatutory Option ” means an Option that is not an ISO.

“ Option ” means an option to acquire a Share in the capital of the Corporation granted pursuant to Section 7(a) of the Plan, which may either be an ISO or a Nonstatutory Option.

“ Option Plan ” has the meaning set out in Section 4(a)(iii) of the Plan.

“ Other Share-Based Award ” means an Award granted pursuant to Section 7(g) of the Plan.

“ Participant ” means any individual granted an Award under the Plan or whose Award is stated to be governed by the Plan.

“ Performance Criteria ” means that performance criteria determined by the Committee as set forth in an Award Agreement, provided that such performance criteria shall relate to the performance of the Corporation and/or an Affiliate of the Corporation.

“ Person ” means any individual or entity, including a corporation, partnership, association, jointshare corporation, trust, unincorporated organization, natural person, or government or political subdivision of a government.

“ Plan ” has the meaning set out in Section 1 of the Plan.

“ Principal Market ” means the principal Exchange, upon which has occurred the greatest trading volume of the Shares for the six (6) months (or, to the extent the Shares have not been listed, admitted to trading, posted for trading, or quoted upon for at least six (6) months, the next longest period since the Shares were initially listed, admitted to trading, posted for trading, or quoted upon) prior to the date of reference; provided, however, that to the extent deemed necessary or appropriate,

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the Principal Market shall be as determined by the Committee in accordance with applicable law.

“ Qualified Member ” means a member of the Board who is (a) a “non-employee director” within the meaning of Rule 16b-3(b)(3) and (b) “independent” under the listing standards or rules of the Exchange(s), but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules.

“ Restricted Share ” means a Share granted under Section 7(e) of the Plan that is subject to certain restrictions and risk of forfeiture.

“ Restricted Share Unit ” means a unit credited by means of a bookkeeping entry on the books of the Corporation to a Participant pursuant to Section 7(c) of the Plan, representing the future conditional right of the Participant to receive a cash payment equal to the Fair Market Value of 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.

“ Restricted Share Unit Account ” has the meaning set out in Section 7(c)(ii)(A) of the Plan.

“ Restricted Share Unit Entitlement Date ” has the meaning set out in Section 7(c)(iv) of the Plan.

“ RSU Service Year ” has the meaning set out in Section 7(c)(iii) of the Plan.

“ Rule 16b-3 ” means Rule 16b-3, promulgated by the SEC under Section 16 of the Exchange Act.

“ SEC ” means the United States Securities and Exchange Commission.

“ Section 409A ” means Section 409A of the Code, and all applicable regulations promulgated thereunder.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, including the guidance, rules, and regulations promulgated thereunder and successor provisions, guidance, rules, and regulations thereto.

“ Separation from Service ” means, with respect to a U.S. Eligible Director, any event that qualifies as a separation from service under Treasury Regulation Section 1.409A-1(h).

“ Share Appreciation Right ” or “ SAR ” means a share appreciation right granted to a Participant pursuant to Section 7(b) of the Plan, which is a conditional right of the Participant to receive, upon exercise and settlement thereof, a cash payment equal to the excess of (a) the Fair Market Value of one Share on the date of exercise over (b) the grant price of the SAR, 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.

“ Shares ” means any or all, as applicable, of the common shares of the Corporation and any other shares of the Corporation as may become the subject of Awards, or become subject to Awards,

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pursuant to an adjustment made pursuant to Section 8(e) of the Plan, and any other shares of the Corporation or any Affiliate or any successor that may be so designated by the Committee.

“ Share Award ” means an Award of unrestricted Shares granted pursuant to Section 7(f) of the Plan.

“ Tax Act ” means the Income Tax Act (Canada) and the regulations thereto, as amended from time to time.

“ Termination Date ” means, in respect of a Participant, the date that the Participant ceases to be actively employed by, or ceases to provide services as a consultant to, the Corporation or an Affiliate for any reason, without regard to any statutory, contractual, or common law notice period that may be required by law following the termination of the Participant’s employment or consulting relationship with the Corporation or Affiliate. The Committee will have sole discretion to determine whether a Participant has ceased active employment or ceased to provide services as a consultant and the effective date on which the Participant ceased active employment or ceased to provide services as a consultant. A Participant will be deemed not to have ceased to be an employee of the Corporation or an Affiliate in the case of a transfer of his or her employment between the Corporation and an Affiliate or a transfer of employment between Affiliates.

“ Termination Event ” means the time at which an Eligible Director ceases to hold all positions of employment status with the Corporation or any "affiliate" of the Corporation (where the term "affiliate" is interpreted as for the purposes of paragraph 6801(d) of the regulations under the Tax Act) as a result of the Eligible Director’s death or retirement from, or loss of, an office or employment.

“ Treasury Regulations ” means the regulations promulgated under the Code.

• “ U.S. Eligible Director ” means any Eligible Director who is a U.S. Participant.

• “ U.S. Participant ” has the meaning set out in Schedule “A” of the Plan.

• “ Vested Restricted Share Unit ” means a Restricted Share Unit which has vested.

3. Administration

• (a) The Plan will be administered by the Committee subject to the Committee reporting to the Board as required by the Committee’s mandate. Where no Committee is in existence, all references in the Plan to the Committee shall be construed as being references to the Board.

• (b) Subject to the provisions of the Plan and to the Committee reporting to the Board

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on all matters relating to the Plan and obtaining approval of the Board for those matters requiring such approval by the Committee’s mandate or applicable law, the Plan will be administered by the Committee which has the sole and absolute discretion to: (i) interpret and administer the Plan and Award Agreements; (ii) establish, amend, and rescind any rules and regulations relating to the Plan and Award Agreements; (iii) designate Participants and determine the time, amount, and terms of Awards to be granted to such Participants under the Plan, including the circumstances of vesting, settlement, exercise, cancellation, and forfeiture; (iv) modify, waive, or adjust any term or condition of an Award that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form of settlement of the Award (for example, from cash to Shares or vice versa), early termination of a performance period, or modification of any other condition or limitation regarding an Award; and (v) make any other determinations that the Committee deems necessary or desirable for the administration of the Plan and Award Agreements. Any decision of the Committee with respect to the administration and interpretation of the Plan and any Award Agreement shall be final, conclusive, and binding on all parties concerned.

• (c) Awards granted to Participants who are subject to taxation under the United States Internal Revenue Code of 1986, as amended (the “ Code ”) will also be governed by the terms and conditions set forth in Schedule “A” hereto and, unless such Participant is also a Canadian Participant, such Awards will not be governed by the terms of the Plan specified for Canadian Participants.

• (d) Subject to the terms of the Plan and applicable law, the Board or the Committee may delegate to one (1) or more officers or managers of the Corporation or any Affiliate, or to a committee of such officers or managers, the authority, subject to such terms and limitations as the Committee will determine to grant, cancel, modify, waive rights with respect to, alter, discontinue, suspend, or terminate Awards.

• (e) Subject to the terms of the Plan, the Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it will deem desirable to carry the Plan into effect.

• (f) At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award granted or to be granted to an insider where such action is not taken by the full Board may be taken either (i) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members, or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided, however, that upon such abstention or recusal, the Committee remains composed solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such

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non-Qualified Member(s), shall be the action of the Committee for purposes of the Plan. For the avoidance of doubt, the full Board may take any action relating to an Award granted or to be granted to a Participant who is an insider.

• (g) The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or Employee of the Corporation or any Affiliate, the Corporation’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Corporation and any officer or Employee of the Corporation or any Affiliate acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Corporation with respect to any such action or determination.

• (h) References to specific dollar amounts throughout the Plan refer to Canadian dollars. The Committee shall have the discretion to implement processes and procedures for the conversion of Canadian dollars into the currency of other countries and vice versa as needed for the administration of the Plan and Awards granted thereunder with respect to Participants providing services in countries

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outside of Canada and/or receiving payments in currencies other than Canadian dollars.

4. Shares Available for Awards

• (a) Shares Available . Subject to adjustment as provided in Section 8(e) of the Plan:

• (i) Calculation of Number of Shares Available . The maximum number of Shares reserved and available for issuance pursuant to the settlement, exercise or redemption, as applicable, of Awards granted under the Plan will be (A) 12,350,000 Shares, plus (B) the number of Shares that become available for Awards under this Plan pursuant to Section 4(a)(iii) of the Plan, below. The total number of Shares that will be available for issuance upon the exercise of ISOs shall be 12,350,000.

• (ii) Shares Becoming Again Available .

  • (A) Shares subject to an Award under the Plan that expires or is cancelled, forfeited, exchanged, settled in cash, or otherwise terminated without the actual delivery of Shares (Awards of Restricted Shares shall not be considered “delivered Shares” for this purpose), will again be available for Awards. If an Award may be settled only in cash, such Award need not be counted against any Share limit under this Section 4.

  • (B) Notwithstanding Section 4(a)(ii)(A), the number of Shares tendered or withheld in payment of any taxes relating to an Award, other than an Award of Options or SARs, will not, in each case, again be available for Awards.

  • (C) The number of Shares tendered or withheld in payment of any exercise or purchase price of an Option or a SAR, or taxes relating to an Option or a SAR, will, in each case, again be available for Awards.

• (iii) Shares Becoming Again Available Under the Option Plan . Shares subject to a stock option granted under the Amended and Restated Incentive Stock Option Plan (the “ Option Plan ”) that, following May 22, 2020, expires or for any reason is canceled or terminated without having been exercised in full, will become available for Awards under the Plan. For the avoidance of doubt, Shares withheld in payment of any exercise or purchase price or taxes related to a stock option granted under the Option Plan will not become available for Awards under the Plan.

• (iv) Sources of Shares Deliverable under Awards . Where the Corporation and

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Employer elect to distribute Shares pursuant to the exercise, vesting, or settlement of an Award, such Shares may consist, in whole or in part, of authorized and unissued Shares, or, except in respect of Options granted to Canadian Participants, Shares purchased on the open market. For greater certainty, except where an Award is explicitly stated to be required to be settled in Shares or as specifically provided in the applicable Award Agreement, (A) no Participant shall have any right to demand, be paid in, or receive Shares in respect of any Award; and (B) notwithstanding any election by the Corporation or Employer to settle any Award, or portion thereof, in the form of Shares, the Corporation and Employer reserves the right to change its election in respect thereof at any time until payment is actually made.

(b) Limitations on Awards .

• (i) Provided, that this Section 4(b)(i) is not intended, and does not, increase the number of Shares reserved for issuance under the Plan as set forth in Section 4(a) hereof, notwithstanding anything to the contrary in the Plan:

• (A) the maximum number of Shares underlying or relating to Awards which may be granted to any one (1) Participant under the Plan in any calendar year will not exceed ten percent (10%) of the total issued and outstanding Shares, subject to the adjustments provided in Section 8(e) hereof;

• (B) the maximum number of Shares issuable to insiders pursuant to outstanding Awards at any time under (I) the Plan and (II) all of the Corporation’s other security-based compensation arrangements, shall not exceed ten percent (10%) of the total issued and outstanding Shares, subject to the adjustments provided in Section 8(e) hereof;

• (C) the maximum number of Shares issued to insiders within any one (1) year period under (I) the Plan and (II) all of the Corporation’s other security-based compensation arrangements, shall not exceed ten percent (10%) of the total issued and outstanding Shares, subject to the adjustments provided in Section 8(e) hereof; and

• (D) the aggregate number of Shares issuable pursuant to outstanding Awards under the Plan to directors of the Corporation who are not officers or Employees of the Corporation shall be limited to one percent (1%) of the total issued and outstanding Shares provided that the value of all Options issuable to any one (1) director who is not an officer or Employee of the Corporation within any one (1) year period shall not exceed one hundred thousand dollars ($100,000)

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and that the value of all Awards issuable to any one (1) director who is not an officer or Employee of the Corporation within any one (1) year period shall not exceed one hundred fifty thousand dollars ($150,000), not including Awards issued or taken in lieu of cash fees or a one-time initial grant to a new director upon joining the Board.

• (ii) Notwithstanding any provision of the Plan to the contrary, the Committee shall not grant Awards to Participants with a vesting schedule that provides for full or partial vesting less than one year after the date of grant; provided, however, that (A) the Committee may grant Awards to Participants with a vesting schedule that provides for full or partial vesting less than one year after the date of grant so long as such Awards do not constitute more than five percent (5%) of the number of Shares available for issuance under the Plan, (B) Awards may vest upon death, termination of employment, or a Change of Control, and (C) this Section 4(b)(ii) shall not apply to Awards described in Sections 4(c) or 7(d)(i) of the Plan.

• (c) Shares Available Following Certain Transactions . Subject to Exchange requirements, including Exchange approval, as applicable, Awards granted pursuant to Section 8(f) of the Plan in substitution or exchange for awards previously granted by a company acquired by the Corporation or any subsidiary or with which the Corporation or any subsidiary combines shall not reduce the Shares authorized for issuance under the Plan, nor shall Shares subject to such Awards be added to the Shares available for issuance under the Plan pursuant to Section 4(a)(ii) of the Plan (whether or not such Awards are later cancelled, forfeited, or otherwise terminated).

5. Change of Control

• (a) Notwithstanding any other provision of this Plan, in the event of a Change of Control, any successor entity shall assume any Awards outstanding as of the closing of the transaction or shall substitute similar Awards for such outstanding Awards, on the same terms and conditions as the original Awards.

• (b) Unless otherwise provided in the applicable Award Agreement, if, within twelve (12) months following the Change of Control, a Participant’s service, consulting relationship, or employment with the Corporation, an Affiliate, or the successor entity is terminated without Cause or the Participant resigns from his or her employment with the Corporation, an Affiliate, or the successor entity for Good Reason, the vesting and exercisability of all Awards then held by such Participant will be accelerated in full and the expiration date of the Options and the SARs shall be the earlier of the date such Awards would otherwise expire and the sixtieth (60th) day following the Participant’s Termination Date.

• (c) Unless otherwise provided in the applicable Award Agreement, if, upon a Change of Control, the successor entity does not comply with Section 5(a) above, the

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vesting of all then outstanding Awards will be accelerated in full with effect immediately prior to the occurrence of the Change of Control and:`

• (i) the Participant shall be permitted to conditionally exercise any or all of the Participant’s outstanding Options effective immediately prior to the completion of any such transaction for the sole purpose of participating in such transaction as a shareholder;

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• (ii) the Participant shall be permitted to conditionally exercise any or all of the Participant’s outstanding SARs effective immediately prior to the completion of any such transaction, and, if the Employer exercises its discretion pursuant to Section 7(b)(iii) to settle its cash payment obligation in respect of a SAR in the form of Shares, such Shares shall be issued to the Participant for the sole purpose of participating in such transaction as a shareholder;

• (iii) the Restricted Share Unit Entitlement Date and, as a result, the settlement date, for all outstanding Restricted Share Units shall be deemed to be the date immediately prior to the occurrence of the Change of Control, and, if the Employer exercises its discretion pursuant to Section 7(c)(iv) to settle its cash payment obligation in respect of a Restricted Share Unit in the form of Shares, such Shares shall be issued to the applicable Participant for the sole purpose of participating in such transaction as a shareholder; and

• (iv) for the avoidance of doubt, all outstanding Restricted Shares shall become fully transferable Shares effective immediately prior to the completion of any such transaction for the sole purpose of participating in such transaction as a shareholder;

provided that, in respect of all Awards subject to Performance Criteria, for the purpose of the calculation of the Performance Criteria, as set forth in the particular Award Agreement, and determining the number of such Awards that shall vest in accordance with this Section 5(c), notwithstanding the terms of the Award Agreement, the Performance Criteria shall be measured and calculated assuming target performance was achieved.

6. Eligibility

Any Employee or consultant of the Corporation or an Affiliate or any provider of services to the Corporation or an Affiliate shall be eligible to be designated a Participant; provided that Deferred Share Units may be granted only to Eligible Directors. To the extent required by the Exchange(s), a consultant that is a Canadian Resident must provide services to the Corporation or an Affiliate for an initial, renewable, or extended period of twelve (12) months or more to be eligible to receive an Award. Notwithstanding anything else to the contrary in this Section 6 or any other section of the Plan, any individual that receives an Award that may be settled in Shares must be an “employee” of the Corporation or any of its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8.

7.

Awards

• (a) Options . The Committee may grant to a Participant an option to purchase a Share (each, an “ Option ”) which will contain the following terms and conditions and

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any additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee determines at the time of the grant, as may be reflected in the applicable Award Agreement:

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• (i) Exercise Price . The purchase price per Share purchasable under an Option (the “ Exercise Price ”) will be determined by the Committee and set out in the Award Agreement; provided, however, that, except as provided in Section 8 hereof, the Exercise Price shall not be less than the Fair Market Value of a Share on the date of grant of that Option.

• (ii) Time and Method of Exercise . Subject to the terms of Section 8 hereof, the Committee will determine the vesting conditions, the time or times at which an Option may be exercised in whole or in part (provided that the Committee may determine that an Option may not be exercised in whole or part for a specified period after it is granted), and the method or methods by which, and the form or forms in which payment of the Exercise Price with respect thereto may be made. The Committee may decide to accept any of the following forms of payment for the Exercise Price: cash or cash equivalents, Shares (including previously owned Shares or through a cashless exercise, i.e., “net settlement”, a broker-assisted exercise, or other reduction of the amount of Shares otherwise issuable pursuant to the Option, provided that, in the case of a Canadian Participant, the Shares cannot be Shares acquired pursuant to the exercise of an Option in the preceding twenty-four (24) months), other Awards or awards granted under other plans of the Corporation or any Affiliate, other property, or any other legal consideration the Committee deems appropriate. In the case of an exercise whereby the Exercise Price is paid with Shares, such Shares shall be valued based on the Shares’ Fair Market Value as of the date of exercise. No Option may have a term of more than ten (10) years, and all Options granted to Canadian Participants shall be exercisable only for the issuance by the Corporation of authorized and previously unissued Shares from treasury (unless the Canadian Participant is entitled to elect payment in an alternative form, as set out in the applicable Award Agreement). Vesting of Options may be based upon the duration of service to the Corporation or any Affiliate, Performance Criteria, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Committee.

• (iii) Non-Qualified Options . The Corporation and Employer shall provide notice, in the applicable Award Agreement, to the extent that any Option granted pursuant to such Award Agreement constitutes an Option for "nonqualified securities" under the Tax Act.

• (b) SARs . The Committee may grant to a Participant SARs which will contain the following terms and conditions and any additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee determines at the time of the grant, as may be reflected in the applicable Award Agreement:

• (i) Grant Price . Each Award Agreement evidencing a SAR shall state the grant

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price per Share established by the Committee; provided, however, that except as provided in Section 8 hereto, the grant price per Share subject to an SAR shall not be less than the Fair Market Value per Share as of the date of grant of that SAR.

• (ii) Future Services Only . Notwithstanding any provision of the Plan or in an Award Agreement, a SAR granted to a Canadian Participant shall be granted solely in respect of the services of such Participant to be rendered to the Corporation and its Affiliates subsequent to the date of grant of the SAR and none of the main purposes of such grant may to be provide the Canadian Participant with a payment that is in lieu of salary or wages for services rendered by such Participant in the year in a previous calendar year. For greater certainty, no SAR granted to a Canadian Participant shall have any value prior to becoming vested and exercisable.

• (iii) Time and Method of Exercise and Settlement . Subject to the terms of Section 8 hereof, the Committee will determine the vesting conditions, the time or times at which a SAR may be exercised in whole or in part (provided that the Committee may determine that a SAR may not be exercised in whole or part for a specified period after it is granted); provided, that no SAR may have a term of more than ten (10) years and further provided that any SAR granted to a Canadian Participant shall have a term extending not later than December 15[th] of the calendar year in which such SAR becomes vested and exercisable. Such vesting may be based upon the duration of service to the Corporation or any Affiliate, Performance Criteria, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Committee. Upon exercise of a SAR, the Employer shall make to the Participant a payment equal to the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the grant price of the SAR, which payment shall, after deduction of any applicable taxes and other source deductions required to be withheld by the Employer, be paid in cash. At the Employer’s discretion, the Employer may elect to settle the cash payment obligation in respect of a SAR in the form of Shares (or in a combination of cash and Shares), in which case the Employer shall cause the Corporation to deliver such Shares directly to the Participant.

• (iv) Rights Related to Options . A SAR granted in connection with an Option shall entitle a Participant, in lieu of exercising the vested Option, to surrender that Option or any portion thereof, to the extent unexercised, and to receive payment of an amount determined by multiplying (A) the difference obtained by subtracting the Exercise Price with respect to a Share specified in the related Option from the Fair Market Value of a Share on the date of exercise of the SAR, by (B) the number of Shares as to which that SAR has been exercised and the underlying Option surrendered. The Option

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shall then cease to be exercisable to the extent surrendered. SARs granted in connection with an Option shall be subject to the terms and conditions of the Award Agreement governing the Option, which shall provide that the SAR is exercisable only at such time or times and only to the extent that the related Option is exercisable and shall not be transferable except to the extent that the related Option is transferrable.

• (c) Restricted Share Units . The Committee may grant to a Participant Restricted Share Units which will contain the following terms and conditions and any additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee determines at the time of the grant, as may be reflected in the applicable Award Agreement:

• (i) Vesting . Subject to the terms of Section 8 hereof, the Committee will determine the vesting conditions. The Committee may impose any conditions or restrictions on the vesting or payout of Restricted Share Units as it may deem appropriate, including, without limitation, vesting based upon the Participant’s duration of service to the Corporation or any Affiliate, Performance Criteria, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Committee; provided, that no such condition or restriction shall cause any Restricted Share Unit that is granted to a Canadian Participant to fail to or cease to comply with the requirements of paragraph (k) of the exception to the definition of “salary deferral arrangement” in subsection 248(1) of the Tax Act.

• (ii) Restricted Share Unit Account .

  • (A) An account, to be known as a “ Restricted Share Unit Account ”, shall be maintained by the Corporation for each Participant. On the date of grant, the Restricted Share Unit Account will be credited with the number of Restricted Share Units granted to a Participant on that date.

  • (B) Unless otherwise determined by the Committee in its sole discretion and set out in the applicable Award Agreement but subject to the requirements of Section 9(o) of the Plan, each Restricted Share Unit shall include a Dividend-Equivalent Right such that on the payment date for cash dividends paid on Shares (the “ Dividend Payment Date ”), each Participant’s Restricted Share Unit Account shall be credited with additional Restricted Share Units in respect of Restricted Share Units credited to and outstanding in the Participant’s Restricted Share Unit Account as of the record date for payment of such dividends (the “ Dividend Record Date ”). The number of such additional Restricted Share Units to be credited to the Participant’s Restricted Share Unit Account will be calculated

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(to two (2) decimal places) by dividing the total amount of the dividends that would have been paid to such Participant if the Restricted Share Units in the Participant’s Restricted Share Unit Account (including fractions thereof), as of the Dividend Record Date, were Shares, by the Fair Market Value of a Share on the Dividend Payment Date. The terms and conditions of any such additional Restricted Share Units shall be identical to the underlying Restricted Share Units held by such Participant. For the avoidance of doubt, no additional Restricted Share Units will be credited or granted pursuant to this Section 7(c)(ii)(B) where the Dividend Record Date relating to dividends falls after the termination of the Participant’s employment with or the cessation of services to the Corporation and its Affiliates, as applicable, or the settlement of such Restricted Share Units, whichever occurs first.

• (iii) RSU Service Year . At the time of grant of a Restricted Share Unit to a Canadian Participant, the Committee shall specify the year of service of the Participant in respect of which the Restricted Share Unit is granted (the “ RSU Service Year ”). Notwithstanding anything contained herein, all Restricted Share Units granted to Canadian Participants shall be in addition to, and not in substitution for or in lieu of, ordinary salary and wages received by such Participant in respect of his or her services to the Corporation or an Affiliate, as applicable.

• (iv) Payout of Restricted Share Units . On a date to be determined by the Committee, in its sole discretion, following the day on which any Restricted Share Units become Vested Restricted Share Units, which date, notwithstanding anything else contained in this Plan, shall in respect of all Restricted Share Units granted to Canadian Participants be on or before that date which is three (3) years following the end of the relevant RSU Service Year (the “ Restricted Share Unit Entitlement Date ”), such Vested Restricted Share Units shall be paid by the Participant’s Employer to the Participant or the Participant’s Beneficiary, as applicable. The Fair Market Value of the Vested Restricted Share Units so paid at such time shall, after deduction of any applicable taxes and other source deductions required to be withheld by the Employer, be paid in cash. At the Employer’s discretion, the Employer may elect to settle the cash payment obligation in respect of a Restricted Share Unit in the form of Shares (or in a combination of cash and Shares), in which case the Employer shall cause the Corporation to deliver such Shares directly to the Participant.

• (d) Deferred Share Units . The Board may grant to an Eligible Director Deferred Share Units pursuant to the provisions of this Section 7(d), which Deferred Share Units will contain the following terms and conditions and any additional terms and conditions, not inconsistent with the provisions of the Plan, as the Board

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determines at the time of the grant, as may be reflected in the applicable Award Agreement:

• (i) Conversion of Compensation into Deferred Share Units.

• (A) Mandatory Deferred Retainer Amount . The Board shall pass a resolution prior to December 31 of a year immediately preceding the particular year in which an Annual Retainer is earned and becomes payable determining: (i) whether any committee fees and per diem meeting fees shall be included as part of the Annual Retainer, and (ii) the percentage of the Annual Retainer otherwise payable to Eligible Directors that is required to be satisfied in the form of Deferred Share Units (the “ Mandatory Deferred Retainer Amount ”). In the absence of any such resolution, for calendar years commencing on or after January 1, 2023, the Annual Retainer shall include all committee fees and per diem meeting fees and the Mandatory Deferred Retainer Amount shall equal one hundred percent (100%) of the Annual Retainer.

• (B) Elective Cash Retainer Amount . Each Eligible Director shall have the right, but not the obligation, to elect, irrevocably and in advance, to receive all or a portion of such director's Annual Retainer that is in excess of the director's Mandatory Deferred Retainer Amount (the “ Cash Retainer Amount ”), if any, for the immediately succeeding year in the form of Deferred Share Units (the portion of the Cash Retainer Amount that an Eligible Director validly elects to defer in accordance with this Section 7(d)(i)(B), if any, the “ Elected Deferred Retainer Amount ”). Where the Cash Retainer Amount is greater than nil, any such election shall be made by completing, signing and delivering to the Secretary of the Corporation a Deferred Share Unit Election Form:

  • (i) in the case of an existing director, prior to November 30[th] of the calendar year preceding the year to which such election is to apply; or

  • (ii) in the case of a new director, within 30 days after the director’s appointment, with such election to apply in respect of any portion of the applicable Cash Retainer Amount that is earned and payable after the date the relevant Deferred Share Unit Election Form is received by the Corporation.

In each case, the election, when made, shall be irrevocable and will continue in effect thereafter until and unless a new election is made in accordance with this Section 7(d)(i)(B) and shall only apply

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prospectively with respect to the Eligible Director's Cash Retainer Amount yet to be earned.

Notwithstanding any other provision of this Section 7(d), if a Blackout Period is in effect, an Eligible Director may not deliver an election until the first day immediately following the expiration of the Blackout Period. If such date extends beyond December 31[st] of the calendar year, then no such election may be made in respect of the succeeding year and any election made in respect of previous years continues in effect until and unless a new election is made in accordance with this Section 7(d)(i)(B) for the next succeeding year.

Notwithstanding the making of any election, the Board, in its discretion, may determine that it is not feasible or desirable to honour an election in favour of Deferred Share Units due to any applicable laws of regulations of a regulatory authority, provided that such determination shall be made in accordance with Section 409A for all U.S. Eligible Directors.

• (C) Award of Deferred Share Units . The number of Deferred Share Units (including fractional Deferred Share Units) to be granted under this Section 7(d)(i) as of each Deferred Share Unit Award Date shall be determined by dividing (i) the Mandatory Deferred Retainer Amount and the Elected Deferred Retainer Amount, if any, (collectively, the “ Deferred Retainer Amount ”) earned since the immediately preceding Deferred Share Unit Award Date, or if the Eligible Director joined the Board since the preceding Deferred Share Unit Award Date, the date of the Eligible Director’s commencement of service on the Board by (ii) the Fair Market Value as of the Deferred Share Unit Award Date, rounded down to the nearest Deferred Share Unit.

• (ii) Discretionary Deferred Share Units. The Board may, in its discretion, award Deferred Share Units to Eligible Directors in addition to Deferred Share Units awarded pursuant to the Mandatory Deferred Retainer Amount and Cash Retainer Amount, if any, on such terms and conditions as it determines, including as to vesting. The Board may impose any conditions or restrictions on the vesting or payout of Deferred Share Units as it may deem appropriate, including, without limitation, vesting based upon the Participant’s duration of service to the Corporation or any Affiliate, Performance Criteria, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Board; provided, that no such condition or restriction shall cause any Deferred Share Unit that is granted to a Canadian Participant to fail to or cease to comply with the requirements of paragraph (l) of the

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exception to the definition of “salary deferral arrangement” in subsection 248(1) of the Tax Act.

(iii) Deferred Share Unit Account .

• (A) An account, to be known as a “ Deferred Share Unit Account ”, shall be maintained by the Corporation for each Eligible Director. On the Deferred Share Unit Award Date or the date of grant of Deferred Share Units pursuant to Section 7(d)(ii), as applicable, the Deferred Share Unit Account will be credited with the number of Deferred Share Units granted to an Eligible Director on that date.

• (B) Unless otherwise determined by the Board in its sole discretion and set out in the applicable Award Agreement but subject to the requirements of Section 9(o) of the Plan, each Deferred Share Unit shall include a Dividend-Equivalent Right such that on the Dividend Payment Date, each Eligible Director's Deferred Share Unit Account shall be credited with additional Deferred Share Units in respect of Deferred Share Units credited to and outstanding in the Eligible Director's Deferred Share Unit Account as of the Dividend Record Date. The number of such additional Deferred Share Units to be credited to the Eligible Director's Deferred Restricted Share Unit Account will be calculated (rounded down to the nearest Deferred Share Unit) by dividing the total amount of the dividends that would have been paid to such Eligible Director if the Deferred Share Units in the Eligible Director's Deferred Share Unit Account (including fractions thereof), as of the Dividend Record Date, were Shares, by the Fair Market Value (as determined for the purposes of Deferred Share Units) of a Share on the Dividend Payment Date. The terms and conditions of any such additional Deferred Share Units shall be identical to the underlying Deferred Share Units held by such Eligible Director.

• (C) Statements . Statements of the balance in each Eligible Director's Deferred Share Unit Accounts will be provided to the Eligible Directors at least annually.

• (iv) Redemption of Deferred Share Units.

• (A) The Corporation shall settle all Deferred Share Units credited to an Eligible Director's Deferred Share Unit Account on the Eligible Director's Deferred Share Unit Redemption Date for an amount of cash (the “ Deferred Share Unit Amount ”) equal to: (i) the number of Deferred Share Units credited and outstanding in the Eligible Director's Deferred Share Unit Account on the Deferred Share Unit

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Redemption Date multiplied by (ii) the Fair Market Value as at the Deferred Share Unit Redemption Date minus (iii) Aapplicable Withholding Taxes. The Deferred Share Unit Amount shall be paid as a lump-sum by the Corporation within ten days of the Deferred Share Unit Redemption Date, but, for greater certainty and without extending the ten day period described in the foregoing, in no event shall such amount be paid later than December 31 of the year following the year in which the Eligible Director's Termination Event or Separation from Service, as applicable, occurs. At the Corporation's discretion, the Corporation may elect to settle the cash payment obligation in respect of the Deferred Share Unit Amount in the form of Shares (or in a combination of cash and Shares), in which case the Corporation shall deliver one Share (less reductions for Applicable Withholding Taxes) for each Deferred Share Unit settled in Shares directly to the Eligible Director at the time specified above for cash settlement. Upon settlement of the Deferred Share Unit Amount, the Deferred Share Units shall automatically be cancelled and such Eligible Director shall have no further rights in respect of any Deferred Share Units under the Plan.

• (B) Upon the death of an Eligible Director, the Corporation shall redeem all the Deferred Share Units credited to the account of such Eligible Director under the Plan in accordance with this Section 7(d)(iv), provided that amounts that would have otherwise been payable to such Eligible Director under such section shall be paid to the Beneficiary of such Eligible Director or the legal representatives of the estate of such Eligible Director.

• (v) Eligibility for Deferred Share Units. Subject to the provisions of this Section 7(d), only Eligible Directors shall be entitled to be granted Deferred Share Units. If an Eligible Director becomes an Employee (other than by virtue of director status) of the Corporation or any Affiliate, such director's eligibility to receive grants of Deferred Share Units will be suspended for the period during which such director remains an Employee (other than by virtue of director status) of the Corporation or any Affiliate. In such a circumstance, the director shall not be eligible to be credited with additional Deferred Share Units (other than Deferred Share Units credited under Section 7(d)(iii)(B)) and shall not be eligible for redemption of Deferred Share Units until the date of the director's Termination Event or Separation from Service, as applicable.

• (vi) Dual Participants . Notwithstanding any other provision of this Section 7(d) to the contrary, if the Deferred Share Units of a U.S. Eligible Director are subject to tax under both the income tax laws of Canada and the income tax laws of the United States, then, if such individual experiences a Termination Event, he or she must also experience a Separation from Service, and vice

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versa. The Corporation, the Eligible Directors and any Affiliate shall take all necessary steps to ensure the foregoing, including by avoiding the following circumstances:

• i. a U.S. Eligible Director experiences a Separation from Service as a result of a permanent decrease in the level of services such U.S. Eligible Director provides to the Corporation or an Affiliate that is considered the same service recipient under Section 409A to less than 20% of his or her past service, but such U.S. Eligible Director continues to provide some level of service to the Corporation or an Affiliate.

• ii. a U.S. Eligible Director, for any reason, experiences a Termination Event, but continues to provide services as an independent contractor such that he or she has not experienced a Separation of Service.

The foregoing provisions of Section 7(d)(vi) are intended to avoid adverse tax consequences under Section 409A and under paragraph 6801(d) of the regulations under the Tax Act that may result because of the different requirements as to the time of redemption of Deferred Share Units (and thus the time of taxation) with respect to a U.S. Eligible Director’s Separation from Service (under U.S. tax law) and the Eligible Director’s Termination Event (under Canadian tax law). Unless it is determined that no adverse tax consequences under either the U.S. income tax regime or the Canadian income tax regime would result, such U.S. Eligible Director's Deferred Share Units shall be immediately and irrevocably forfeited (for greater certainty, without any compensation therefor) if either (i) such U.S. Eligible Director’s Separation from Service does not constitute a retirement from, or loss of, office or employment with, the Corporation or an Affiliate, within the meaning of paragraph 6801(d) of the regulations under the Tax Act; (ii) on such U.S. Eligible Director’s Termination Date, such U.S. Eligible Director has not had a Separation of Service; or (iii) any of the circumstances described in Sections 7(d)(vi)(i.) – (ii.) are applicable.

• (vii) Tax Characterization . The Deferred Share Units granted hereunder are intended to satisfy the requirements of Section 409A and shall be operated and interpreted consistent with that intent for all U.S. Eligible Directors. Notwithstanding the foregoing, the Corporation makes no representations that the Plan or the Deferred Share Units complies with Section 409A, and shall have no liability to any Eligible Director for any failure to comply with Section 409A. The Deferred Shares Units granted hereunder are intended not to constitute a “salary deferral arrangement” within the meaning of subsection 248(1) of the Tax Act on the basis that they satisfy the requirements of paragraph (l) of such definition and paragraph 6801(d) of the regulations under the Tax Act, and this section 7(d) shall be interpreted

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and administered consistent with such intent. Notwithstanding the foregoing, the Corporation makes no representations that the Deferred Share Units comply with the requirements of paragraph (l) of the definition of “salary deferral arrangement” and paragraph 6801(d) of the regulations under the Tax Act, and shall have no liability to any Eligible Director for any failure to comply with the requirements of paragraph (l) of such definition and paragraph 6801(d) of the regulations under the Tax Act.

• (e) Restricted Shares . The Committee may grant to a Participant Restricted Shares which will contain the following terms and conditions and any additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee determines at the time of the grant, as may be reflected in the applicable Award Agreement:

• (i) Vesting . Subject to the terms of Section 8 hereof, the Committee will determine the vesting conditions. The Committee may impose any conditions or restrictions on the vesting or payout of Restricted Shares as it may deem appropriate, including, without limitation, vesting based upon the Participant’s duration of service to the Corporation or any Affiliate, Performance Criteria, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Committee.

• (ii) Rights of Restricted Share Holder . Subject to the requirements of Section 9(o) of the Plan and except as otherwise provided under the terms of an Award Agreement evidencing a Restricted Share Award, the holder of Restricted Shares will generally have rights as a shareholder, including the right to receive dividends on the Shares subject to the award of Restricted Shares during the restriction period and, subject to approval of the Exchange, the right to vote the Shares subject to the award of Restricted Shares. Shares distributed in connection with a share split or share dividend and other property (including cash) distributed as a dividend will be subject to the same restrictions and a risk of forfeiture as the Restricted Shares with respect to which such Shares or other property have been distributed. As a condition to the grant of an Award of Restricted Shares, the Committee may allow a Participant to elect, or may require, that any cash dividends paid on a Restricted Share be automatically reinvested in additional Restricted Shares, applied to the purchase of additional Awards or deferred without interest to the date of vesting of the associated Award of Restricted Shares.

• (iii) Restrictions . During the period following grant and before vesting (i.e., the restricted period) applicable to the Restricted Shares, the Restricted Shares may not be sold, transferred, pledged, hedged, hypothecated, margined, or otherwise encumbered by the Participant. Subject to the provisions of this Plan and the applicable Award Agreement, upon vesting, the Restricted

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Shares shall become fully transferable Shares.

• (f) Share Awards . The Committee may grant Share Awards to a Participant as a bonus, as additional compensation, or in lieu of cash compensation any such Participant is otherwise entitled to receive, in such amounts and subject to such other terms as the Committee in its discretion determines is appropriate.

• (g) Other Share-Based Awards . The Committee is authorized, subject to limitations under applicable law and approval of the Exchange(s), to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Corporation or any other factors designated by the Committee, and Awards valued by reference to the book value of Shares or the value of securities of, or the performance of, specified Affiliates. The Committee shall determine the terms and conditions of such Other Share-Based Awards, provided that the Committee shall take all reasonable measures to ensure that the Other Share-Based Awards are not adverse from a tax perspective to any particular Participant. The Committee may impose any conditions or restrictions on the vesting or payout of Other Share-Based Awards as it may deem appropriate, including, without limitation, vesting based upon the Participant’s duration of service to the Corporation or any Affiliate, Performance Criteria, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Committee. Shares delivered pursuant to an Other Share-Based Award in the nature of a purchase right granted under this Section 7(g) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including cash, Shares, other Awards, or other property, as the Committee shall determine.

• (h) Cash Awards . The Committee is authorized to grant Cash Awards, on a freestanding basis or as an element of, a supplement to, or in lieu of any other Award under the Plan to Participants in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate. The Committee may impose any conditions or restrictions on the vesting or payout of Cash Awards as it may deem appropriate, including, without limitation, vesting based upon the Participant’s duration of service to the Corporation or any Affiliate, Performance Criteria, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Committee.

8. Amendments and Adjustments

Except to the extent prohibited by applicable law and unless otherwise expressly provided in an

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Award Agreement or in the Plan:

• (a) Amendments to the Plan . Subject to the requirements of applicable law, rules and regulations, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any Award without the consent of any shareholder, Participant, other holder or Beneficiary of an Award, or other Person; provided, however, that, subject to the Corporation’s rights to adjust Awards under Sections 8(c), (d) and (e) hereof, any amendment, alteration, suspension, discontinuation, or termination that would impair the rights of any Participant or holder or Beneficiary of any Award previously granted, will not to that extent be effective without the consent of the Participant or holder or Beneficiary of an Award, as the case may be, such consent not to be unreasonably withheld. Notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the shareholders of the Corporation, no amendment, alteration, suspension, discontinuation, or termination will be made that would:

• (i) increase the total number of Shares available for Awards under the Plan, except as provided in Section 4(a)(ii) hereof and this Section 8;

• (ii) (A) reduce the Exercise Price or extend the term of an Option or SAR beyond the original term included in the applicable Award Agreement, (B) grant a new Option or SAR in substitution for, or upon the cancelation of, any previously granted Option that has the effect of reducing the Exercise Price thereof, (C) exchange any Option or SAR for Shares, cash, or other consideration when the Exercise Price per Share exceeds the Fair Market Value of a Share, or (D) take any other action that would be considered a “repricing” of an Option or SAR under the Exchange(s), in each case, except as provided in Sections 8(d), (e), or (f);

• (iii) remove or exceed the insider participation limits in Section 4(b)(i)(B) and 4(b)(iii) hereof;

• (iv) increase limits in Section 4(b)(i)(D) hereof imposed on the participation of directors that are not officers or Employees of the Corporation, except as provided in Section 8(d) or (e);

• (v) have the effect of amending this Section 8(a);

• (vi) modify or amend the provisions of the Plan in any manner which would permit Awards, including those previously granted, to be transferable or assignable in a manner otherwise than as provided for by Section 9(e);

• (vii) change the eligible Participants under the Plan which would have the potential of broadening or increasing insider participation; or

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• (viii) otherwise cause the Plan or any Awards previously granted to cease to comply with any tax or regulatory requirement, including for these purposes any approval or other requirement.

Without limitation to the generality of the foregoing, Shareholder approval will not be required for any of the following types of amendments:

• (i) amendments for the purpose of curing any ambiguity, error or omission in the Plan or Award or to correct or supplement any provision of the Plan or Award that is inconsistent with any other provision of the Plan or Award;

• (ii) amendments necessary to comply with applicable laws;

• (iii) amendments of a “housekeeping” nature;

• (iv) amendments intended to comply with changes in tax or regulatory requirements; or

• (v) a change to the termination provisions of Awards which does not entail an extension beyond the original expiry date of such Award.

• (b) Amendments to Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel, or terminate, any Award previously granted, prospectively or retroactively; provided, however, that, subject to the Committee’s right to adjust Awards under Section 8(c) and (d) hereof, any amendment, alteration, suspension, discontinuation, cancellation, or termination that would impair the rights of any Participant or holder or Beneficiary of any Award previously granted, will not to that extent be effective without the consent of the Participant or holder or Beneficiary of an Award, as the case may be, such consent not to be unreasonably withheld.

• (c) Adjustments of Awards upon the Occurrence of Certain Unusual or Nonrecurring Events. Subject to, if applicable, approval of the Exchange(s), the Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or non-recurring events (including, without limitation, the events described in Section 5 and 8(e) hereof) affecting the Corporation, any Affiliate, or the financial statements of the Corporation or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that those adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

• (d) Recapitalization. In the event of any change in the capital structure or business of the Corporation or other corporate transaction or event that would be considered an “equity restructuring” within the meaning of ASC Topic 718 and, in each case,

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that would result in an additional compensation expense to the Corporation pursuant to the provisions of ASC Topic 718, if adjustments to Awards with respect to such event were discretionary or otherwise not required (each such an event, an “ Adjustment Event ”), then the Committee shall equitably adjust (i) the aggregate number or kind of shares that thereafter may be delivered under the Plan, (ii) the number or kind of shares or other property (including cash) subject to an Award, (iii) the terms and conditions of Awards, including the purchase price or Exercise Price of Awards and Performance Criteria, as applicable, and (iv) the applicable limitations with respect to Awards provided in Section 4(b) hereof to equitably reflect such Adjustment Event (“ Equitable Adjustments ”).

• (e) Adjustments. In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, share split, share dividend, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Corporation, issuance of warrants or other rights to purchase Shares or other securities of the Corporation, or other similar corporate transactions or events affect the Shares (which do not constitute an Adjustment Event) such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan and any Awards granted under the Plan, then the Committee may, in any manner as it may deem equitable, subject to, if applicable, approval of the Exchange(s), adjust any or all of: (i) the number and kind of Shares or other securities which thereafter may be made the subject of Awards; (ii) the number and kind of Shares or other securities subject to outstanding Awards; (iii) the Fair Market Value or the grant or Exercise Price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; and (iv) the limitations on the number of Shares subject to certain Awards and issuable to insiders and directors provided for in Section 4(b)(i) hereof; provided, however, that the number of Shares subject to any Award denominated in Shares will always be a whole number. Notwithstanding the foregoing, any adjustments made pursuant to this Section 8(e) shall be compliant with all applicable law and such that the “inthe-money” value of any Option or SAR granted to a Canadian Participant hereunder shall not be increased, that all Options granted to a Canadian Participant are continuously governed by section 7 of the Tax Act, that all SARs granted to a Canadian Participant are continuously not subject to the definition of “salary deferral arrangement” in subsection 248(1) of the Tax Act, and all Restricted Share Units and Deferred Share Units granted to a Canadian Participant shall continuously meet the requirements to be exempted from the definition of “salary deferral arrangement” in subsection 248(1) of the Tax Act.

• (f) Substitution Following a Transaction . Awards may also be granted under the Plan in substitution for awards held by individuals who become Participants as a result of a merger, consolidation or acquisition of another entity or the assets of

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another entity by or with the Corporation or an Affiliate. Such substituted Awards referred to in the immediately preceding sentence that are Options or SARs may have an Exercise Price or grant price that is less than the Fair Market Value of a Share on the date of the substitution if such substitution complies with applicable laws (including tax laws) and Exchange rules.

• (g) No compensation for downward fluctuation. Notwithstanding any other provision of this Plan, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no Awards will be granted to such Participant to compensate for a downward fluctuation in the price of Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

9. General Provisions

• (a) Acceleration . Notwithstanding anything else herein contained, the Committee may, in its sole discretion, at any time permit the acceleration of vesting of any or all Awards.

• (b) No Cash Consideration for Awards . Awards may be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

• (c) Awards May Be Granted Separately or Together . Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.

• (d) Forms of Payment under Awards . Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Corporation or an Affiliate upon the grant, exercise, surrender, redemption, or payment of an Award may be made in such form or forms as the Committee will determine, including, without limitation, cash, Shares, other securities, other Awards, or other property, or any combination thereof and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee and applicable law. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments.

(e) Limits on Transfer of Awards .

• (i) No Award, other than a Share Award, and no right under any such Award, may be assigned, alienated, pledged, attached, sold, or otherwise transferred

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or encumbered by a Participant other than by will, by the laws of descent or by the designation of a Beneficiary by a Participant and any such purported assignment, alienation, pledge, attachment, sale, or other transfer or encumbrance will be void and unenforceable against the Corporation or any Affiliate.

• (ii) Each Award, and each right under any Award, will be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative.

• (iii) Notwithstanding the preceding provisions of this Section 9(e), an Award other than an ISO may be transferred pursuant to a domestic relations order entered or approved by a court of competent jurisdiction upon delivery to the Corporation of a written request for such transfer and a certified copy of such order.

• (f) Share Certificates . All certificates for Shares delivered under the Plan pursuant to any Award or the exercise or redemption thereof will be subject to any stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of Canadian securities regulators, the SEC, the Exchange(s), and any applicable federal, state, provincial or territorial securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If Shares are issued in book entry form, a notation to the same restrictive effect will be placed on the transfer agent’s books in connection with such Shares.

• (g) Delivery of Shares or Other Securities and Payment by Participant of Consideration . No Shares or other securities will be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement is received by the Corporation. Subject to the terms of the Plan, such payment may be made by such method or methods and in such form or forms as the Committee will determine, including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof; provided that the combined value, as determined by the Committee, of all cash and cash equivalents and the Fair Market Value of any such Shares or other property so tendered to the Corporation, as of the date of such tender, is at least equal to the full amount required to be paid pursuant to the Plan or the applicable Award Agreement to the Corporation.

• (h) No Shareholder Rights . Under no circumstances shall any Award, other than Share Awards and Restricted Shares, made under the Plan be considered Shares or other securities of the Corporation and no Participant shall be considered the owner of Shares as a result of the grant of any Award other than Share Awards and Restricted Shares (subject to the restrictions provided in the Award Agreement

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pursuant to which the Restricted Shares were granted). Further, no Award other than a Share Award (or an Award of Restricted Shares, but only to the extent voting rights are approved by the Exchange and further subject to Section 9(o) of the Plan and the Award Agreement pursuant to which the Restricted Shares were granted) shall entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Shares or other securities of the Corporation, including, without limitation, entitlement to receive dividends or other distributions, or rights on liquidation.

• (i) No Right to Awards. No Participant or other Person will have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants, or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient.

• (j) Taxes and other Withholdings .

• (i) Neither the Corporation nor any Affiliate is liable for any tax or other liabilities or consequences imposed on any Participant (or any Beneficiary) as a result of the granting or crediting, holding, exercise, surrender, or redemption of any Awards under this Plan, whether or not such costs are the primary responsibility of the Corporation or Affiliate. It is the responsibility of the Participant (or Beneficiary) to complete and file any tax returns which may be required under any applicable tax laws within the period prescribed by such laws.

• (ii) The Corporation or any Affiliate is authorized to deduct or withhold from any Award granted, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant such amount as may be necessary so as to ensure the Corporation and any Affiliate will be able to comply with the applicable provisions of any federal, provincial, state, or local law relating to the withholding of tax or other required deductions (the “ Applicable Withholding Taxes ”), and to take any other action as may be necessary in the opinion of the Corporation or Affiliate, acting reasonably, to satisfy all obligations for the payment of those Applicable Withholding Taxes, including, for greater certainty, requiring a Participant, as a condition to the exercise or redemption of an Award, to pay or reimburse the Corporation or Affiliate, as applicable, for any Applicable Withholding Taxes. The Committee shall determine, in its sole discretion, the form of payment acceptable for such tax withholding obligations, including the delivery of cash or cash equivalents, Shares (including through delivery of previously owned Shares (other than, in the case of Canadian Participants, Shares previously issued upon the exercise of an Option within the preceding twenty-four (24)-month period), net settlement, a broker-assisted sale, or

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other cashless withholding or reduction of the amount of Shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Committee deems appropriate. Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with Shares through net settlement or previously owned Shares shall be approved by either a committee made up of solely two or more Qualified Members or the full Board. If such tax withholding amounts are satisfied through net settlement or previously owned Shares, the maximum number of Shares that may be so withheld or surrendered shall be the number of Shares that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign, and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Corporation with respect to such Award, as determined by the Committee.

The Corporation or Affiliate may sell any Shares, other securities or property withheld, in such manner and on such terms as it deems appropriate, and shall apply the proceeds of such sale to the payment of Applicable Withholding Taxes or other amounts, and shall not be liable for any inadequacy or deficiency in the proceeds received or any amounts that would have been received, had such Shares, other securities or property been sold in a different manner or on different terms.

• (k) No Limit on Other Compensation Arrangements . Nothing contained in the Plan will prevent the Corporation or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and those arrangements may be either generally applicable or applicable only in specific cases.

• (l) Collection of Personal Information . Each Participant shall provide the Corporation, the Board, and the Committee with all information they require in order to administer the Plan. The Corporation, any Affiliate, the Board, and the Committee may from time to time transfer or provide access to such information to a third party service provider for purposes of the administration of the Plan provided that such service providers will be provided with such information for the sole purpose of providing such services to the Corporation. By participating in the Plan, each Participant acknowledges that information may be so provided and agrees to its provision on the terms set forth herein. Except as specifically contemplated in this Section 9(l), the Corporation, any Affiliate, the Board and the Committee shall not disclose the personal information of a Participant except: (i) in response to regulatory filings or other requirements for the information by a governmental authority with jurisdiction over the Corporation; (ii) for the purpose of complying with a subpoena, warrant or other order by a court, Person, or body having jurisdiction to compel production of the information; or (iii) as otherwise required by law. In addition, personal information of Participants may be disclosed

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or transferred to another party during the course of, or completion of, a change in ownership of, or the grant of a security interest in, all or a part of the Corporation or its Affiliates including through an asset or share sale, or some other form of business combination, merger, or joint venture, provided that such party is bound by appropriate agreements or obligations.

• (m) No Right to Employment or Continued Service . The grant of an Award will not be construed as giving a Participant the right to be employed or serve as an officer, director, or consultant of the Corporation or any Affiliate. Further, the Corporation or an Affiliate may at any time dismiss a Participant from employment or from service as an officer, director, or consultant free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

• (n) No Right to Consultancy . The grant of an Award will not be construed as giving a Participant the right to be retained as a consultant of the Corporation or any Affiliate.

• (o) Dividends and Dividend-Equivalent Rights Subject to Forfeiture. Any dividend or Dividend-Equivalent Right credited with respect to any Award (except for dividends paid following the grant of a Share Award) will be subject to the same time and/or performance-based vesting conditions applicable to such Award and shall, if vested, be delivered or paid at the same time as such Award.

• (p) Neutral Gender/Singular, Plural . In this Plan, words importing the masculine gender include feminine and vice versa and words importing the singular include the plural and vice versa.

• (q) Governing Law . Except where foreign law is applicable, the validity, construction, and effect of the Plan and any rules and regulations relating to the Plan will be determined in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta.

• (r) Severability . If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award under any law deemed applicable by the Committee, that provision will be construed or deemed amended to conform to applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, that provision will be stricken as to that jurisdiction, Person, or Award and the remainder of the Plan and any such Award will remain in full force and effect.

• (s) No Trust or Fund Created . The Plan shall be unfunded in all respects. Neither the Plan nor any Award will create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Corporation or any

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Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Corporation or any Affiliate pursuant to an Award, that right will be no greater than the right of any unsecured general creditor of the Corporation or any Affiliate.

• (t) No Fractional Shares . No fractional Shares will be issued or delivered pursuant to the Plan or any Award, and, except as otherwise provided, the Committee will determine whether cash, other securities, or other property will be paid or transferred in lieu of any fractional Shares or whether those fractional Shares or any rights thereto will be canceled, terminated, or otherwise eliminated.

• (u) Headings . Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Those headings will not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision of the Plan.

• (v) Conditions to Delivery of Shares . Nothing herein or in any Award Agreement shall require the Corporation to issue any Shares with respect to any Award if that issuance would, in the opinion of counsel for the Corporation, constitute a violation of the Securities Act, any other applicable law, or the rules of the Exchange(s) as then in effect. In addition, each Participant who receives an Award under the Plan shall not sell or otherwise dispose of Shares that are acquired upon grant, exercise, or vesting of an Award in any manner that would constitute a violation of any applicable laws, the Plan, or the rules, regulations, or other requirements of the SEC or the Exchange(s). At the time of any exercise of an Option, or at the time of any grant of any other Award, the Corporation may, as a condition precedent to the exercise of such Option or settlement of any other Award, require from the Participant (or in the event of his or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or disposition of the Shares being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such Shares as, in the opinion of counsel to the Corporation, may be necessary to ensure that any disposition by that holder (or in the event of the holder’s death, his or her legal representatives, heirs, legatees, or distributees) will not involve a violation of the Securities Act, any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect.

• (w) Clawback . The Plan and all Awards granted hereunder are subject to any written clawback policies that the Corporation, with the approval of the Board or an authorized committee thereof, may adopt either prior to or following the Effective Date, including, but not limited to, any policy adopted to conform to the DoddFrank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the SEC and that the Corporation determines should apply to Awards. Any such policy may subject a Participant’s Awards and

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amounts paid or realized with respect to Awards to reduction, cancellation, forfeiture, or recoupment if certain specified events or wrongful conduct occur, including an accounting restatement due to the Corporation’s material noncompliance with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy.

• (x) Participants in Non-Canadian Jurisdictions . Notwithstanding any provision of the Plan to the contrary, to comply with applicable laws in countries other than Canada in which the Corporation or any Affiliate operates or has employees, officers or directors or other service providers from time to time, or to ensure that the Corporation complies with any applicable requirements of foreign securities exchanges, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which of the Affiliates shall be covered by the Plan; (ii) determine which individuals outside of Canada are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to a Participant outside of Canada to comply with applicable foreign laws or listing requirements of any foreign exchange; (iv) establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such sub-plans and/or modifications shall be attached to the Plan as schedules), provided, however, that no such sub-plans and/or modifications shall increase the Share limitations contained in Section 4 of the Plan; and (v) take any action, before or after an Award is granted, that it deems advisable to comply with any applicable governmental regulatory exemptions or approval or listing requirements of any such foreign securities exchange. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable jurisdiction other than Canada or a political subdivision thereof.

• (y) Blackout Periods . If the date under any Award on which: (i) cash is to be issued in settlement of the Award, or (ii) Performance Criteria are to be evaluated by the Corporation, occurs during a Blackout Period or within three business days of the expiry of a Blackout Period applicable to the relevant Participant, then, subject to Section 7(c)(iv) in respect of Restricted Share Units, the settlement date or evaluation date, as applicable, shall be deemed to be the tenth (10th) business day after expiry of the Blackout Period, or such earlier date following the expiry of the Blackout Period as determined by the Administrator. For Canadian Participants, where a Blackout Period is continuing as of December 15th of the third (3rd) year following the RSU Service Year in respect of Restricted Share Units or as of December 15[th] of the calendar year following the Eligible Director's Termination Event in respect of the Deferred Share Units, the Restricted Share Units or Deferred Share Units, as the case may be, shall be paid out automatically on such December 15th date. Notwithstanding the foregoing, Shares may be issued in settlement of, or upon exercise of, an Award during a Blackout Period, provided that such Shares are subject to restrictions on trading in accordance with the Corporation’s blackout policy.

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10. Adoption, Approval and Effective Date of the Plan

This Plan is effective as of the Effective Date. No Awards may be granted under the Plan on and after the tenth (10th) anniversary of the Effective Date, which is May 30, 2023. However, any Award granted prior to such termination (or any earlier termination pursuant to Section 8(a) hereof), and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award in accordance with the terms of the Plan, shall extend beyond such termination until the final disposition of such Award.

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SCHEDULE “A”

Supplement to DIRTT Environmental Solutions Ltd. Long Term Incentive Plan for United States Participants

1. General . This supplement (“ Supplement ”) to the DIRTT Environmental Solutions Ltd. Amended and Restated Long Term Incentive Plan, as such plan may be amended from time to time (the “ Plan ”) shall apply to Participants who are, in respect of Awards, subject to taxation under the Code (the “ U.S. Participants ”). In the event of any inconsistency between the Plan and this Supplement, the terms and conditions of this Supplement shall control and govern Awards granted to U.S. Participants, except to the extent necessary to ensure that a U.S. Participant who is also a Canadian Participant or otherwise subject to taxation under the Tax Act in respect of Awards granted under the Plan is not subject to material adverse tax consequences under the Tax Act. Capitalized terms not defined in this Supplement shall have the meaning given to such terms in the Plan, the terms and conditions of which are herein incorporated by reference.

2. Governing Tax Law . References in the Plan to section 7 and to the definition of “salary deferral arrangement” in subsection 248(1) of the Tax Act shall not apply to any Award granted to a U.S. Participant who is not also a Canadian Participant. Awards granted to U.S. Participants generally shall be subject to the requirements of the Code.

3. Award Agreement . Unless otherwise determined by the Committee, the Award Agreement evidencing an Award granted to a U.S. Participant shall set forth the terms, conditions, and limitations for such Award, which may include the term of the Award, the provisions applicable in the event of the U.S. Participant’s termination of service.

4. ISOs . The Committee is authorized to grant ISOs to U.S. Participants. Notwithstanding the provisions of Section 7(a) of the Plan, any ISO granted to an individual who owns Shares possessing more than ten percent (10%) of the total combined voting power of all classes of Shares of the Corporation or any of its subsidiaries shall (i) have an exercise price equal to at least one hundred ten percent (110%) of the Fair market Value per Share on the date of grant and (ii) not be exercisable for a period for more than five (5) years following the date of grant of the ISO. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. ISOs may only be granted to employees of the Corporation or any subsidiary corporation of the Corporation. Except as otherwise provided in Section 8 of the Plan, no term of the Plan relating to ISOs (including any SAR granted in tandem therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any ISO under Section 422 of the Code, unless notice has been provided to the Participant that such change will result in such disqualification. ISOs shall not be granted more than ten (10) years after the earlier of the adoption of the Plan or the approval of the Plan by the Corporation’s shareholders. Notwithstanding the foregoing, to the extent that the aggregate Fair Market Value of Shares subject to an ISO and the aggregate Fair Market Value of shares of any subsidiary corporation (within the meaning of Section 424(f) of the Code) subject to any other incentive stock options of the Corporation or subsidiary corporation (within the meaning of Section 424(f) of the Code) that are exercisable for the

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first time by a Participant during any calendar year exceeds one hundred thousand dollars ($100,000), or such other amount as may be prescribed under Section 422 of the Code, such excess shall be treated as Nonstatutory Options in accordance with the Code. As used in the previous sentence, Fair Market Value shall be determined as of the date the ISO is granted. If a Participant shall make any disposition of Shares issued pursuant to an ISO under the circumstances described in Section 421(b) of the Code (relating to disqualifying dispositions), the Participant shall notify the Corporation of such disposition within the time provided to do so in the applicable award agreement. With respect to ISOs, if the Plan does not contain any provision required to be included in the Plan or this Schedule “A” under Section 422 of the Code, that provision shall be deemed to be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided, that to the extent any Option that is intended to qualify as an ISO cannot so qualify, that Option (to that extent) shall be deemed a Nonstatutory Option for all purposes of the Plan.

1. Restricted Share Units . Unless otherwise provided in the applicable Award Agreement, all Restricted Share Units awarded to U.S. Participants will be settled no later than seventy (70) days of becoming Vested Restricted Share Units.

2. Dividend-Equivalent Rights . Subject to the requirements of Section 9(o) of the Plan, to the extent that the Committee determines to grant Dividend-Equivalent Rights, such dividend equivalents shall be converted to cash or additional Shares or other Awards by such formula and at such time and subject to such restrictions and limitations as may be determined by the Committee and specified in the applicable Award Agreement. Such Dividend-Equivalent Rights shall satisfy the requirements of Section 409A.

3. Termination Date . The Termination Date shall not occur until the date that the Participant experiences a Separation from Service.

4. Section 409A of the Code . It is the general intention, but not the obligation, of the Committee to design Awards to comply with or to be exempt from the limitations and requirements of Section 409A, and Awards will be operated and construed accordingly. Neither this Section 8 nor any other provision of the Plan or this Schedule “A” is or contains a representation to any Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or sale of any Award (or the Shares underlying such Award) granted hereunder, and should not be interpreted as such. In no event shall the Corporation or Employer be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A. Notwithstanding any provision in the Plan or an Award Agreement to the contrary, in the event that a “specified employee” (as defined under Section 409A) becomes entitled to a payment under an Award that would be subject to additional taxes and interest under Section 409A if the Participant’s receipt of such payment or benefits is not delayed until the earlier of (a) the date of the Participant’s death, or (b) the date that is six (6) months after the Participant’s Separation from Service, as defined under Section

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409A (such date, the “ Section 409A Payment Date ”), then such payment or benefit shall not be provided to the Participant until the Section 409A Payment Date; provided, however, that if the U.S. Participant is also a Canadian Participant and the Award to be settled is a Restricted Share Unit, such Award must be settled by the date specified in Section 7(c)(iv) of the Plan. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid in a lump sum without interest on the Section 409A Payment Date; provided, however, if the U.S. Participant is also a Canadian Participant, such payment will not be made later than the date specified in Section 7(c)(iv) of the Plan. The applicable provisions of Section 409A are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in conflict therewith; provided, however, in the case of a U.S. Participant that is also a Canadian Participant, if the applicable provisions of Section 409A are contrary to the provisions of the Tax Act, the more restrictive body of law shall control. Notwithstanding any provision of the Plan or any Award Agreement to the contrary, in the event that following the effective date the Committee determines that any Award may be subject to Section 409A, the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies, and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (i) exempt the Award from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under Section 409A.

1. Substitution or Modification of Awards . Awards granted or modified pursuant to Section 8 of the Plan must be granted or modified in compliance with Section 409A, including, but not limited to, Options or SARs that are substituted pursuant to Section 8(f) of the Plan that have an Exercise Price or grant price that is less than the Fair Market Value of a Share on the date of the substitution.

2. Blackout Periods . Notwithstanding the provisions of Section 9(y) of the Plan, where a Blackout Period is continuing as of the last permissible date of payment or settlement under the applicable Award Agreement or this Plan, such Award shall be settled as of such payment or settlement date, irrespective of the continuing Blackout Period, such that (i) any Award that is intended to constitute a “short term deferral” within the meaning of Section 409A will continue to so qualify and (ii) any Award that constitutes deferred compensation subject to Section 409A will be timely paid or settled and shall not incur an excise tax under Section 409A.

3. Status under ERISA . The Plan shall not constitute an “employee benefit plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

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SCHEDULE “B”

DIRTT Environmental Solutions Ltd. Long Term Incentive Plan

Deferred Share Unit Election Form

ANNUAL ELECTION FORM FOR THE YEAR

Election Regarding Deferred Share Units

I hereby irrevocably elect to receive Deferred Share Units under the Plan in respect of my Cash Retainer Amount for [insert year] to be paid to me as follows: ( circle A, B or C )

• A. $ of my Cash Retainer Amount is to be credited to me in the form of Deferred Share Units.

OR -

• B. % of my Cash Retainer Amount is to be credited to me in the form of Deferred Share Units.

OR -

• C. I hereby elect NOT to receive Deferred Share Units in respect of my Cash Retainer Amount.

Capitalized terms used but not defined herein have the meanings attributed to them under the Plan.

Acknowledgement

By executing this Deferred Share Unit Election Form, I acknowledge that:

• (b) I have read and understand the Plan and agree to all of its terms and conditions.

• (c) All payments will be net of any Applicable Withholding Taxes.

• (d) I understand that any amounts I elect hereunder are unfunded and unsecured.

Eligible Director Signature

Eligible Director Name (please print)

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Date

CHECK THE BOX BELOW IF APPLICABLE:

□ I am a U.S. Eligible Director.

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Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13A-14(a) OR RULE 15D-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Benjamin Urban, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of DIRTT Environmental Solutions Ltd. (the “registrant”) for the quarter ended June 30, 2023;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5. a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

6. b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

7. c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

8. d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

9. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

10. a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

11. b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 2, 2023

By: /s/ Benjamin Urban Benjamin Urban Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13A-14(a) OR RULE 15D-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bradley S. Little, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of DIRTT Environmental Solutions Ltd. (the “registrant”) for the quarter ended June 30, 2023;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5. a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

6. b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

7. c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

8. d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

9. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

10. a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

11. b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 2, 2023

By: /s/ Bradley S. Little Bradley S. Little Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of DIRTT Environmental Solutions Ltd. (the “Company”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Benjamin Urban, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 2, 2023

By: /s/ Benjamin Urban Benjamin Urban Chief Executive Officer (Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of DIRTT Environmental Solutions Ltd. (the “Company”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bradley S. Little, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 2, 2023

By: /s/ Bradley S. Little Bradley S. Little Chief Financial Officer (Principal Financial Officer)