POWER OF ATTORNEY
FOR EXECUTING FORMS 3, FORMS 4, FORMS 5 AND FORM 144
The undersigned hereby constitutes and appoints Geoff Krause, Chief Financial
Officer, Charles R. Kraus, Senior Vice President, General Counsel and Corporate
Secretary, Nandini Somayaji, Associate General Counsel, and Jeff Metcalf, 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/ Diana R. Rhoten
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Signature
Diana R. Rhoten
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Type or Print Name
March 22, 2021
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Date