POWER OF ATTORNEY
For Executing Forms 3, 4
and 5
KNOW ALL BY THESE
PRESENTS, that the undersigned hereby constitutes and appoints each of Kenneth
A. May, David H. Hammarley and Nicholas M. Foley, each acting alone, his or her
true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the
undersigned a Form 3, Form 4 or Form 5, or any amendment
thereto, relating to the securities of Drive Shack Inc., in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(2) do and perform any and all acts
for and on behalf of the undersigned which may be necessary or
desirable to complete the execution of such Form 3, Form 4 or Form 5, or
any amendment thereto, and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority; and
(3) take any other action of any type
whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his or her
discretion.
The undersigned hereby
grants to each such attorney-in-fact full power and authority to do and perform
all and every act and thing whatsoever requisite, necessary and proper to be
done in the exercise
of any of the rights and powers herein granted, as fully to all intents
and purposes as such attorney-in-fact might or could do if personally present,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934. This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the
undersigned's holdings of and transactions in securities issued by Drive
Shack Inc. unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the
undersigned has caused this Power of Attorney to be executed as of this 15th day
of August, 2019.
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By:
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/s/ Hana Khouri
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Hana
Khouri
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President
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