POWER OF ATTORNEY
FOR EXECUTING FORMS 3, FORMS 4, FORMS 5 AND FORM 144
The undersigned hereby constitutes and appoints Benjamin Urban, Chief Executive
Officer, Brad Little, Chief Financial Officer, and Fareeha Khan, Vice President
of Finance, or any of them acting without the others, with full power of
substitution, as the undersigned's true and lawful attorney-in-fact to:
1. prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the
"SEC") a Form ID, or to the System for Electronic Disclosure by
Insiders ("SEDI") any registrations required to be made, including
amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or any rule or regulation of the SEC, or with SEDI as required
under applicable Canadian securities laws;
2. execute for and on behalf of the undersigned any Form 3, Form 4, Form
5 and Form 144 and make any filing required to be made on SEDI
(including any amendments, corrections, supplements or other changes
thereto) in accordance with Section 16(a) of the Exchange Act, and the
rules thereunder, and under applicable Canadian securities laws, but
only to the extent each form, schedule, document or filing relates to
the undersigned's beneficial ownership of securities of DIRTT
Environmental Solutions Ltd. or any of its subsidiaries, or as is
otherwise required under applicable laws;
3. do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form 3,
Form 4, Form 5 or Form 144 and make any filing required to be made on
SEDI (including any amendments, corrections, supplements or other
changes thereto) and timely file the forms, schedules, documents or
other information with the SEC, SEDI and any stock exchange or
quotation system, self-regulatory association or any other authority,
and provide a copy as required by law or advisable to such persons as
the attorney-in-fact deems appropriate; and
4. take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best
interest of or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be
in the form and shall contain the terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in- fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that the attorney-in-fact shall lawfully do or cause to be done
by virtue of this Power of Attorney and the rights and powers granted herein.
The undersigned acknowledges that the attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming (nor is DIRTT Environmental Solutions Ltd. assuming) any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act
and applicable filings required on SEDI under applicable Canadian securities
laws.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless DIRTT Environmental Solutions Ltd. and the attorney-in-fact
against any losses, claims, damages or liabilities (or actions in these
respects) that arise out of or are based upon any untrue statements or
omissions of necessary facts in the information provided by or at the direction
of the undersigned, or upon the lack of timeliness in the delivery of
information by or at the direction of the undersigned, to the attorney-in-fact
for purposes of executing, acknowledging, delivering or filing a Form 3, Form
4, Form 5 or Form 144 and any filing required to be made on SEDI (including any
amendments, corrections, supplements or other changes thereto) with respect to
the undersigned's holdings of and transactions in securities issued by DIRTT
Environmental Solutions Ltd. or its subsidiaries or as otherwise required under
applicable laws, and agrees to reimburse DIRTT Environmental Solutions Ltd. and
the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 3, Form 4, Form 5 and Form 144
and make filings on SEDI (including any amendments, corrections, supplements or
other changes thereto) with respect to the undersigned's holdings of and
transactions in securities issued by DIRTT Environmental Solutions Ltd. or its
subsidiaries, unless earlier revoked by the undersigned in a signed writing
delivered to the attorney-in-fact. This Power of Attorney shall automatically
terminate with respect to any attorney-in-fact upon his or her ceasing to be an
employee of DIRTT Environmental Solutions Ltd. or its subsidiaries. This Power
of Attorney revokes all previous powers of attorney with respect to the subject
matter of this Power of Attorney.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
/s/ Scott Ryan
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Signature
Scott Ryan
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Type or Print Name
7/17/2023
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Date