SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TRATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS ***. SEVENTH...
Exhibit 10.52
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TRATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS ***.
SEVENTH AMENDMENT AND CONSENT TO LOAN AGREEMENT
DATED as of February 11, 2026
AMONG: DIRTT ENVIRONMENTAL SOLUTIONS LTD., and DIRTT ENVIRONMENTAL SOLUTIONS, INC., as Borrowers
AND: ROYAL BANK OF CANADA, as Lender
PREAMBLE
WHEREAS the Borrowers and the Lender entered into that certain Loan Agreement dated as of February 12, 2021 (as amended pursuant to a First Amendment and Consent dated November 15, 2021, the Second Amendment to Loan Agreement dated February 9, 2023, the Third Amendment and Consent to Loan Agreement dated February 9, 2024, the Fourth Amendment to Loan Agreement dated February 12, 2025, the Fifth Amendment to Loan Agreement dated February 20, 2025, the Sixth Amendment to Loan Agreement dated November 4, 2025 and as may be further amended, restated, supplemented, revised, replaced or otherwise modified from time to time, the “Existing Loan Agreement”);
AND WHEREAS the Borrowers intend to enter into the BDC Loan Agreement and use the proceeds of the BDC Loan to refinance the outstanding Convertible Debentures issued pursuant to a first supplemental indenture dated as of January 25, 2021 (the “2021 Debentures”);
AND WHEREAS the Borrowers have requested that the Lender consent to the repayment of the 2021 Debentures by the Canadian Borrower, with the amount of such repayment being $17,065,004.27 (the “Debenture Repayment”);
AND WHEREAS the Borrowers and the Lender have agreed to amend certain provisions of the Loan Agreement, but only to the extent and subject to the limitations set forth in this Seventh Amendment and Consent to Loan Agreement (this “Amendment” and, together with the Existing Loan Agreement, the “Loan Agreement”) and without prejudice to the Lender’s other rights;
NOW THEREFORE for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree as follows:
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(b) such Credit Party shall not cancel any debt owing to it (other than the write off of accounts receivable (excluding Eligible Accounts) in the normal course) or create, incur, assume or permit to exist any Indebtedness, except: (i) the Obligations; (ii) Indebtedness existing as of the Closing Date set forth on Disclosure Schedule (5.2(b)); (iii) Indebtedness pursuant to the RBC Leasing Facility, as amended, modified or supplemented from time to time; (iv) deferred taxes; (v) by endorsement of instruments or items of payment for deposit to the general account of such Credit Party; (vi) Guaranteed Indebtedness incurred for the benefit of Borrower if the primary obligation is permitted by this Agreement; (vii) Capital Lease Obligations and Indebtedness in respect of Purchase Money Indebtedness not to exceed $5,000,000; (viii) Indebtedness in respect of corporate credit cards in an amount not to exceed $1,000,000; (ix) Indebtedness between the Credit Parties; (x) Indebtedness pursuant to the Convertible Debentures; (xi) Indebtedness pursuant to the Surety Bond Facility, (xii) Indebtedness pursuant to the BDC Loan and (xiii) additional Indebtedness incurred after the Closing Date in an aggregate outstanding amount for all such Credit Parties combined not exceeding the Minimum Actionable Amount;
(c) event of default occurs in respect of the RBC Lease Facility, the Convertible Debentures or the BDC Loan;
“BDC” shall mean Business Development Bank of Canada.
“BDC Loan” shall mean a loan provided by BDC to the Canadian Borrower pursuant to the terms and conditions of the BDC Loan Agreement, in an aggregate principal amount not to exceed $15,000,000, solely for the purpose of refinancing the Convertible Debentures issued pursuant to a first supplemental indenture dated as of January 25, 2021.
“BDC Loan Agreement” shall mean that certain letter of offer dated December 4, 2025 issued to the Canadian Borrower by BDC and accepted by the Borrowers on December 11, 2025.
“BDC Priority Agreement” shall mean that certain priority agreement dated as of February 11, 2026 between BDC, the Lender and the Canadian Borrower in respect of the BDC Loan.
(s) Liens in favour of BDC to secure the BDC Loan, so long as they are subject to the BDC Priority Agreement or a subordination, priority or other intercreditor agreement in form and substance satisfactory to the Lender; and
(t) such other Liens as are agreed to in writing by the Lender.
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(c) any payment on account of the purchase, redemption, defeasance or other retirement of Borrower’s or any other Credit Party’s Shares or Indebtedness (excluding the RBC Leasing Facility and, so long as no Event of Default has occurred and is continuing, regularly scheduled payments of interest on Convertible Debentures) or any other payment, voluntary prepayment or distribution made in respect thereof, either directly or indirectly other than: (i) that arising under this Agreement, (ii) interest and principal, when due without acceleration or modification of the amortization as in effect on the Closing Date, under Indebtedness (not including subordinated Indebtedness, payments of which shall be permitted only in accordance with the terms of the relevant subordination, priority or intercreditor agreement made in favour of Lender) described in Disclosure Schedule (5.2(b)) or otherwise permitted under Section 5.2(b)(vii), (viii), (ix) and (xi), or (iii) regularly scheduled payments on the BDC Loan, provided that, during an event of default or Standstill (as defined in the BDC Priority Agreement), such payments shall be restricted in accordance with the BDC Priority Agreement; or
4. [Intentionally Deleted].
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[The next pages are the signature pages]
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DATED as of the date first stated above.
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ROYAL BANK OF CANADA, by its attorneys, |
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: Sr. Director, Corporate Client Group – Asset Based Lending |
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Signature Page to Seventh Amendment
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇ |
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Title: Chief Financial Officer |
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Borrower: |
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DIRTT ENVIRONMENTAL SOLUTIONS, INC. |
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Per: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇ |
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Title: Chief Financial Officer |
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Signature Page to Seventh Amendment
DISCLOSURE SCHEDULE (3.2)
CORPORATE NAMES
***
DISCLOSURE SCHEDULE (3.6)
REAL ESTATE; PROPERTY
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DISCLOSURE SCHEDULE (3.7)
SHARES; AFFILIATES
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DISCLOSURE SCHEDULE (3.12)
LITIGATION
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DISCLOSURE SCHEDULE (3.13)
INTELLECTUAL PROPERTY
***
