AMENDMENT TO PRIORITY AGREEMENT
This Amending Agreement is made as of the 11 day of September, 2026
AMONG:
DIRTT ENVIRONMENTAL SOLUTIONS LTD.
(hereinafter referred to as the "Borrower")
AND: BUSINESS DEVELOPMENT BANK OF CANADA
(hereinafter referred to as "BDC")
AND: ROYAL BANK OF CANADA
(hereinafter referred to as the "Lender")
WHEREAS the Borrower has granted or agreed to grant to BDC a registered security interest, in all or certain of the Borrower’s present and after-acquired personal property, and/or such other security as BDC may from time to time receive from the Borrower to secure present and future debts and obligations of the Borrower to BDC (the “BDC Security”);
AND WHEREAS The Borrower has granted or agreed to grant to the Lender a registered security interest, in all or certain of the Borrower’s present and after-acquired personal property, and/or such other security as the Lender may from time to time receive from the Borrower to secure present and future debts and obligations of the Borrower to Lender (the “Lender Security”);
AND WHEREAS the Borrower, BDC and the Lender entered into a Priority Agreement dated February 11, 2026 (the “Priority Agreement”) to set out the respective priorities of the BDC Security and the Lender Security and to be applicable in respect of both present and future debts and obligations of the Borrower with BDC and the Lender;
AND WHEREAS the Lender has or is in the process of issuing an irrevocable standby letter or credit in favor of BDC for the account of the Borrower in the amount of $3,500,000.00 and the Borrower and BDC have agreed to enter into this Amending Agreement to amend the Priority Agreement.
NOW THEREFORE in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree with each other as follows:
(g) “SLOC” means the irrevocable standby letter or credit granted by the Lender in favour of BDC for the account of the Borrower in the amount of $3,500,000.00,
5.04 For clarity, the parties hereto agree that the standstill provisions set out under Article 5 shall not apply to the SLOC in any way, including BDC’s ability to make demands and receive payments under the terms of the SLOC which they shall be free to do at any time in accordance with the terms of the SLOC.