Badger Infrastructure Solutions Ltd. — Governance Information 2021

Apr 21, 2021

UNDERTAKING

In connection with the upcoming annual and special meeting of shareholders (the Meeting ) of Badger Daylighting Ltd. (the Corporation ) and, more specifically the resolution to be placed before the shareholders of the Corporation to consider the proposed adoption of a new By-Law No. 1 (the New ByLaw ) which repeals the former By-Law No. 1, as further described in the management information circular of the Corporation dated March 30, 2021, the Corporation hereby confirms its undertaking to revise the New By-Law prior to the Meeting in order to amend the advance notice requirements contained therein by removing sub-section 9.4(c) which provides the board of directors of the Corporation with the authority and flexibility to determine what information or disclosure may reasonably be required by the Corporation of the shareholders of the Corporation to determine the eligibility of any proposed nominee to serve as an independent director or to understand the independence, or lack thereof, of any proposed nominee and to request delivery of such additional information.

A copy of the amended New By-Law will be posted on the Corporation’s website at https://ir.badgerinc.com/governance/.

BADGER DAYLIGHTING LTD.

By: (signed) " Darren Yaworsky " Name: Darren Yaworsky Title: Vice President, Finance & Chief Financial Officer

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