Exhibit 1

between

relating to the sale and purchase of the entire issued share capital of Hudson Energy Supply UK Limited

Simmons & Simmons LLP CityPoint One Ropemaker Street London EC2Y 9SS United Kingdom

T +44 20 7628 2020 F +44 20 7628 2070 DX Box No 12      

BETWEEN:

BACKGROUND:

THE PARTIES AGREE AS FOLLOWS:

“Acceptance Criteria” means the criteria set out in Schedule 10 (Acceptance Criteria) in relation to the IT Systems;

“Accounts” means the audited financial statements of the Company comprising the balance sheet, profit and loss account and notes for the accounting reference period ended on the Accounts Date;

“Accounts Date” means 31 March 2019;

“Accounts Relief” has the meaning given to it in Schedule 7 (Tax Covenant);

“Actual Consideration” has the meaning given to it in Schedule 5 (Limitations on Liability);

“Affiliate” means in relation to a party:

(A)       its Ultimate Parent Company; or

for the purpose of this definition:

“Agreement” means this agreement, including the schedules and attachments to this agreement, all as amended, varied or supplemented from time to time;

“Anti-Bribery Laws” means the United States Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act 2010 (as amended from time to time) and all other applicable national, regional, provincial, state, municipal or local laws and regulations that prohibit the bribery of, or the providing of unlawful gratuities or benefits to, any Government Official or any other person;

“Applicable Data Protection Laws” means all laws relating to data protection, privacy and direct marketing, which are from time to time applicable to the Company (or any part of its business), including but not limited to the GDPR (to the extent it is applicable) and the Data Protection Act 1998, in each case, as amended, replaced or updated from time to time;

“Books and Records” means all notices, correspondence, books of account and other documents and records, whether in paper or electronic form, in relation to the Company (including, without limitation, employment and benefit records);

“BSC” has the meaning given to it in paragraph 27.1 of Schedule 4 (Seller’s Warranties);

“Business” means the business consisting of: (i) the purchase of natural gas, electricity and renewable obligation certificates; and (ii) the marketing and sale of natural gas, electricity and renewable obligation certificates to residential and business customers in Great Britain;

“Business Data” means all Books and Records, notices, correspondence, information and all other kinds of technical data, in whatever form, that are maintained in the possession, custody or control of the Seller’s Affiliates in relation to the Company’s business;

“Business Day” means a day, other than a Saturday or Sunday, on which banks are open for ordinary banking business in the United Kingdom;

“CA98” has the meaning given to it in 28.1 of Schedule 4 (Seller’s Warranties);

“Claim" has the meaning given to it in Schedule 5 (Limitations on Liability);

“CM Payments” has the meaning given to it in 2.1(A) of Schedule 9 (Contingent Consideration);

“Company” means Hudson Energy Supply UK Limited, certain particulars of which are set out in Schedule 1 (Company Information);

“Completion” means the completion of the sale and purchase of the Shares under this Agreement;

“Completion Date” means the date on which Completion occurs, as set out in clause 6.1;

“Contingent Consideration” means an amount up to £8,500,000, which may fall due to the Seller in accordance with clause 5.2 and Schedule 9 (Contingent Consideration);

“Control” or “Controlled” shall have the same meaning as in section 1124 of the Corporation Tax Act 2010 and “Controlling” shall be construed accordingly, and a “Change of Control”, when applied to any party, shall be treated as occurring if any person who controls, or any number of persons who together control, that party at the date of this Agreement (or the date that party becomes bound by this Agreement, if later) subsequently ceases or together cease to control it or if any person acquires, or any number of persons, together acquire, control of that party;

“Counsel” has the meaning given to it in Schedule 13 (Set-Off);

“Current Insurance Policies” has the meaning given to it in clause 8.4;

“CUSC” has the meaning given to it in paragraph 27.1 of Schedule 4 (Seller’s Warranties);

“Customer Deductions” means, [CALCULATION REDACTED];

“Data Processor” means any Third Party which processes Personal Data on behalf of and on the instructions of the Seller;

“Data Room Information” means the materials and information made available for inspection by the Purchaser and its advisers in the electronic data room established by the Seller and to which the Purchaser had access from 30 July 2019 to 4 October 2019 (both dates inclusive);

“Data Transfer Services Agreement” has the meaning given to it in paragraph 27.1 of Schedule 4 (Seller’s Warranties);

“DCUSA” has the meaning given to it in paragraph 27.1 of Schedule 4 (Seller’s Warranties);

“Default Rate” means LIBOR (or a widely accepted equivalent in the event LIBOR is replaced) plus two per cent. (2%);

“Disclosed” means fully and fairly disclosed (with sufficient details to enable a reasonable purchaser to identify the nature and scope of the matter disclosed) by the Seller to the Purchaser in the Disclosure Documents;

“Disclosed Schemes” means the Pension Schemes Disclosed in the Data Room Information;

“Disclosure Documents” means the Disclosure Letter, the Second Disclosure Letter and the Data Room Information;

“Disclosure Letter” means the disclosure letter and all attachments thereto written by the Seller to the Purchaser for the purposes of paragraph 10 of Schedule 5 (Limitations on Liability) and delivered to the Purchaser on the date of this Agreement;

“Distribution Code” has the meaning given to it in paragraph 27.1 of Schedule 4 (Seller’s Warranties);

“Distribution Licence” has the meaning given to it in paragraph 27.1 of Schedule 4 (Seller’s Warranties);

“Due Amount” has the meaning given to it in Schedule 13 (Set-Off);

“Encumbrance” means any option, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance;

“Environment” means all or any part of the following media (alone or in combination): air (including, without limitation, the air within the buildings); water (including, without limitation, sea, water under or within land and coastal and inland waters); and land (including, without limitation, land under water), and any living organism (including man) or systems supported by those media;

“EHS Law” means all applicable law (whether criminal, civil or administrative), common law, judgment, court order, statute, statutory instrument, regulation, directive, European Union decision (insofar as legally binding), by-law, treaty, government circular, code of practice and guidance notes, or instruction or decision of any competent regulatory body in force from time to time relating to EHS Matters;

“EHS Matters” means all or any matters relating to the pollution or protection of the Environment or harm to or the protection of human health and safety or the health of animals and plants or energy efficiency or reduction or emissions trading;

“EHS Permits” means all or any permits, consents, licences, approvals, certificates, permissions, registrations, notifications, qualifications, filings, exemptions and other authorisations, including any conditions thereof, required by EHS Law for the operation of the Business;

“Estimated Liability” has the meaning given to it in paragraph 2(E) in Schedule 13 (Set-Off);

“Event” has the meaning given to it in Schedule 7 (Tax Covenant);

“Fundamental Warranties” means those Warranties set out under paragraphs 1 and 2 of Schedule 4 (Seller’s Warranties);

“GDPR” means the General Data Protection Regulation (EU) 2016/679;

“General Claim” has the meaning given to it in Schedule 5 (Limitations on Liability);

“Governmental Authority” means any nation or government, any state, municipality, locality or other political subdivision thereof and any entity, body, agent, commission or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government and any executive official thereof, including, without limitation, the Commission of the European Communities;

“Government Official” means any official or employee of any government, or any agency, ministry, department of a government (at any level), any person acting in an official capacity for a government regardless of rank or position, any official or employee of a company wholly or partially controlled by a government (for example, a state-owned oil company), a political party and any official of a political party, any candidate for political office or any officer or employee of a public international organisation, such as the United Nations or the World Bank, or any immediate family member (meaning a spouse, dependent child or household member) of any of the foregoing;

“Green Star IP” means the “Green Star Energy” Intellectual Property with the application / registration numbers: 011801453 and 013124698;

“Green Star IP Assignment” means an assignment of the Green Star IP by the Seller’s Ultimate Parent Company to the Company for a total consideration of [AMOUNT REDACTED] in a form reasonably satisfactory to the Seller and Purchaser;

“Grid Code” has the meaning given to it in paragraph 27.1 of Schedule 4 (Seller’s Warranties);

“Group” means, in relation to any body corporate, that body corporate, any body corporate that Controls or is Controlled by that body corporate and the relevant body corporate’s Affiliates from time to time;

“Group Relief” means any Relief eligible to be surrendered, transferred or claimed;

“Guaranteed Obligations” means all obligations and liabilities of the Seller under this Agreement, including all money and liabilities of any nature from time to time due, owing or incurred by the Seller under this Agreement;

“Hudson Energy Licence” means the licence agreement to be granted by Just Energy Group Inc. to the Company in relation to the “Hudson Energy” name and certain domain names and trademarks in a form reasonably satisfactory to the Seller and Purchaser;

“ITEPA” has the meaning given to it in paragraph 35.12 of Schedule 4 (Seller’s Warranties);

“Indemnity Claim” has the meaning given to it in Schedule 5 (Limitations on Liability);

“Industry Documents” has the meaning given to it in paragraph 27.1 of Schedule 4 (Seller’s Warranties);

“Initial Consideration” means the sum of £2,000,000;

“Intellectual Property” means any intellectual or industrial property including, without limitation:

“Intra Group Accounts” means all amounts, whether payables or receivables, due and payable between:

(A)       members of the Seller Group; and

(B)       the Company,

including, without limitation, service fees and payments, trading balances, other Group balances and Group Relief, but for the avoidance of doubt, excluding the Intra Group Loans;

“Intra Group Loans” means all loan indebtedness owing to or by any member of the Seller Group to or by the Company;

“Intra Group Loans and Intra Group Accounts Restructuring Plan” means the [RESTRUCTURING PLAN REDACTED];

“IP Licence” means the licence agreement in relation to the Seller Proprietary Software to be granted by Hudson Energy Services LLC to the Purchaser;

“IP / IT Claim” has the meaning given to it in Schedule 5 (Limitations on Liability);

“IT Systems” means the line item IT systems listed in Schedule 1 of the TSA;

“JEBPO Services Agreement” means the services agreement between the Company and JEBPO Services LLP dated 1 April 2017;

“Key Employees” means [NAMES REDACTED];

“Known Leakage” has the meaning set out under clause 7.3;

“Landlord Guaranteed Obligations” means the obligations of Just Energy Group Inc. as guarantor under the terms of the leases among:

“Laws” means any and all laws including all statutes, secondary and subordinate legislation, by-laws, regulations, directives, rules, codes of practice, circulars, guidance and the like, company environmental plans, codes of conduct, common law, civil law, notices, judgments, orders, decisions and interpretations of any laws by any regulatory authority, international and EU treaties and regulations from time to time in force;

“Leakage” means any of the following (in each case, by the Company to or on behalf of or for the benefit of any member of the Seller’s Group) but excluding Permitted Leakage:

“Leasehold Property” has the meaning given to it in paragraph 12.2 of Schedule 4 (Seller’s Warranties);

“Licence” has the meaning given to it in paragraph 27.1 of Schedule 4 (Seller’s Warranties);

“Locked Box Date” means the end of Working Hours on 30 June 2019;

“Locked Box Period” means the period from and including the Locked Box Date up to and including the Completion Date;

“Long Stop Date” means [DATE REDATED], or such later date as may be agreed between the Seller and the Purchaser;

“Loss” means any and all liabilities, losses, costs, expenses, penalties, fines, claims, demands, actions, proceedings, judgments and damages;

“Management Accounts” means the trial balances of the Company for the full calendar months of April 2019 to June 2019 (inclusive);

“Material Adverse Change” means [INFORMATION REDACTED];

“Material Contracts” means contracts or arrangements to which the Company is a party, which meet any of the thresholds described in paragraph 21.2 of Schedule 4 (Seller’s Warranties);

“Material EHS Permit” has the meaning given to it in paragraph 13.1 of Schedule 4 (Seller’s Warranties);

“Metering Contract” means contracts entered into by the Company for the provision of installation, inspection and consumption data services in relation to metering assets of the Green Star and Hudson portfolio including, but not limited to, “MAP”, “MOM” and “MAM”, as well as half hourly data and pedestrian cyclical and ad hoc meter readings;

“Notified Claim” has the meaning given to it in Schedule 13 (Set-Off);

“Ofgem” means the Office of Gas and Electricity Markets;

“Outstanding Claim” has the meaning given to it in Schedule 13 (Set-Off);

“Penetration Test” means a penetration test on the Swap Kit Pen Test Applications per Schedule 10 (Acceptance Criteria), such test to be performed by a Third Party to evaluate the security of the Swap Kit Pen Test Applications, by simulating unauthorised access from within or outside the Swap Kit Pen Test Applications;

“Pension Scheme” means the Company’s contributory pension scheme provided by Scottish Widows;

“Period” has the meaning given to it in Schedule 9 (Contingent Consideration);

“Permitted Leakage” means any of the payments set out in Schedule 8 (Permitted Leakage) and “Permitted Leakages” means all of those payments;

“Personal Data” has the meaning given to it in the Applicable Data Protection Laws;

“Property” means the freehold, leasehold or other immovable property listed in Schedule 6 (Properties);

“Purchaser’s Completion Documents” means each document to be delivered by the Purchaser pursuant to this Agreement;

“Purchaser’s Group” means the Purchaser and any Affiliates of the Purchaser including, after the Completion Date, the Company;

“Purchaser Parties” means the Purchaser, and any members of the Purchaser’s Group party to any Share Purchase Document, and “Purchaser Party” means any of them;

“Master Registration Agreement” has the meaning given to it in paragraph 27.1 of Schedule 4 (Seller’s Warranties);

“MPAS” has the meaning given to it in paragraph 27.1 of Schedule 4 (Seller’s Warranties);

“Purchaser's Relief” has the meaning given to it in Schedule 7 (Tax Covenant);

“Renewable Obligations” means the obligations placed on the Company under the Renewables Obligation Order 2015;

“Relevant Authority” means any supervisory body, any banking or financial services or other regulatory authority, relevant securities commissions, stock exchange authorities, foreign exchange authorities, foreign investment authorities, competition and anti-trust authorities or similar entities or authorities, any Sanctions Authority, any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority, agency, bureau, board, commission, association, institution, department, court of judicial authority, arbitrator, tribunal or instrumentality thereof in any applicable jurisdiction, including a Tax Authority;

“Relevant Date” has the meaning given to it in Schedule 9 (Contingent Consideration);

“Relevant Regulator” has the meaning given to it in Schedule 9 (Contingent Consideration);

“Relief” means any loss, relief, allowance, credit, exemption or set off in respect of Tax or any deduction in computing income, profits or gains for the purposes of Tax and any right to a repayment or saving of Tax;

“Resolved” has the meaning given to it in paragraph 2(F) of Schedule 13 (Set-Off);

“Sanctions” means any economic sanctions Laws, regulations, embargoes or restrictive measures, as amended from time to time, administered, enacted or enforced by:

(A)       the United States;

(B)       the United Nations;

(C)       the European Union or any member state thereof;

(D)       the United Kingdom;

“Second Disclosure Letter” means the disclosure letter and all attachments thereto written by the Seller to the Purchaser for the purposes of paragraph 10 of Schedule 5 (Limitations on Liability) and delivered to the Purchaser;

“Seller’s Completion Documents” means those documents to be delivered by the Seller pursuant to this Agreement;

“Seller Group” means, the Seller, the Ultimate Parent Company of the Seller and the Ultimate Parent Company’s Affiliates from time to time, but excluding the Company;

“Seller Group Restructuring Plan” means [RESTRUCTURING PLAN REDACTED];

“Seller Proprietary Software” means the “River”, “Connex”, “Self-serve Portal” and data warehouse applications that are being licensed to the Purchaser pursuant to the IP Licence;

“Seller’s Relief” has the meaning given to it in Schedule 7 (Tax Covenant);

“Share Purchase Documents” means this Agreement, the Disclosure Letter, the Second Disclosure Letter, the Purchaser’s Completion Documents and the Seller’s Completion Documents;

“Shares” means all the issued share capital of the Company owned by the Seller;

“Shell Encumbrances” means the following outstanding charges registered at Companies House:

“Similar CM Scheme” has the meaning given to it in paragraph 2.1(A)(2) of Schedule 9 (Contingent Consideration);

“Smart Energy Code” has the meaning given to it in paragraph 27.1 of Schedule 4 (Seller’s Warranties);

“Software” means computer software including computer programs, applications and databases in any form, including source code and object code, operating systems and specifications, firmware, data, databases, database management code, utilities, graphical user interfaces, menus, images, icons, forms, methods of processing, software engines, platforms, data formats, internet web sites, web content and links, all versions, updates, corrections, enhancements and modifications thereof, and all related documentation, developer notes, comments and annotations;

“Substantiated Claim” has the meaning given to it in Schedule 13 (Set-Off);

“Swap Kit” means the IT Systems required for the continuity of the Business operations immediately after Completion;

“Swap Kit Pen Test Applications” means the Software listed as Swap Kit Pen Test Applications in Schedule 10 (Acceptance Criteria);

“Tax” or “Taxation” means and includes all forms of taxation and statutory, governmental, supra-governmental, state, principal, local governmental or municipal impositions, duties (including customs duties, excise duties and stamp duties), contributions and levies, in each case, wherever and whenever imposed and all penalties, charges, costs and interest relating thereto and all employment taxes and any deductions or withholdings;

“Tax Authority” means any government, state or municipal or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official competent to impose, administer, levy, assess or collect Tax in the United Kingdom or elsewhere;

“Tax Claim” has the meaning given to it in Schedule 7 (Tax Covenant);

“Tax Covenant” means the tax covenant set out at Schedule 7 (Tax Covenant);

“Tax Covenant Claim” has the meaning given to it in Schedule 7 (Tax Covenant);

“Tax Warranties” means the tax warranties given by the Seller in respect of Company on the terms of this Agreement and set out in paragraph 35 of Schedule 4 (Seller’s Warranties);

“TFEU” has the meaning given to it in paragraph 28.1(B) of Schedule 4 (Seller’s Warranties);

“Third Party” means any a person who is not a party to this Agreement and is not connected with any of the parties and / or the Company, and for the purposes of this definition, a body corporate is connected with another body corporate if one body corporate has Control over the other or any person has Control over both;

“Transaction” means the sale and purchase of the Shares, on the terms and subject to the conditions of this Agreement;

“Transmission Licence” has the meaning given to it in paragraph 27.1 of Schedule 4 (Seller’s Warranties);

“TSA” means the transitional / technical services agreement dated on or about the date of this Agreement between Just Energy (U.S.) Corp. and the Company for provision of support and maintenance for the IT Systems;

“Ultimate Parent Company” means, in relation to the Purchaser, Royal Dutch Shell plc, and, in relation to the Seller, Just Energy Group, Inc.;

“UK GAAP” means FRS 100, FRS 101, Statements of Recommended Practice, and any other accounting requirement of a United Kingdom accounting or regulatory body having mandatory effect the relevant time;

“Warranties” means the warranties set out in Schedule 4 (Seller’s Warranties) and “Warranty” shall be construed accordingly;

“Warranty and Indemnity Insurance Policy” means the warranty and indemnity insurance policy issued to the Purchaser on or around the date of this Agreement in respect of the Warranties and Tax Covenant and the term “Warranty and Indemnity Insurance” shall be construed accordingly;

“Warranty Claim” has the meaning given to it in Schedule 5 (Limitations on Liability);

“Warranty Liability” has the meaning given to it in Schedule 7 (Tax Covenant);

“Withheld Amount” has the meaning given to it in paragraph 2(B) of Schedule 13 (Set-Off);

“Working Hours” means 9:00 a.m. to 5:00 p.m. on a Business Day; and

“W&I Deduction” means [AMOUNT REDACTED] (representing [PERCENTAGE REDACTED] of the premium for the Warranty and Indemnity Insurance Policy and the applicable insurance premium Tax).

Interim Obligations

without the prior consent of the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned and which shall be deemed to be granted in accordance with clause 8.2).

Insurance

Other

and, for the avoidance of doubt, to the extent that any disclosure fails to meet the criteria of this clause 10.2 it will not qualify any of the Warranties and will be without prejudice to the Purchaser’s rights generally under this Agreement.

for the purposes of this clause 15.1, “material breach or material breaches” means a breach or breaches that would, in aggregate, give rise to a Loss in relation to the Purchaser Group and / or the Company in excess of [AMOUNT READACTED].

Seller Proprietary Software will be licensed by Hudson Energy Services, LLC to the Purchaser under a separate license agreement.

The Purchaser shall be entitled to withhold and set-off an amount against any amounts payable by the Purchaser pursuant to clause 5.2 that would otherwise be due and payable, with any such withholding and set-off being determined in accordance with the provisions of Schedule 13 (Set-Off).

in each case, for a period of [TIME PERIOD REDACTED] from Completion.

in each case, not to disclose to third parties any information received or obtained as a result of negotiating, entering into or performing any of the Share Purchase Documents and any claims or potential claims thereunder or which relates to:

(the “Confidential Information”).

Any information to be disclosed pursuant to sub-clause 21.2(A) or 21.2(B) shall be disclosed only after consultation with the Seller (in the case of any proposed disclosure by any member of the Purchaser’s Group) or the Purchaser (in the case of any proposed disclosure by any member of the Seller Group or the Guarantor), having obtained assurances that such Confidential Information shall, to the fullest extent permitted by law, continue to be confidential.

provided that any such announcement shall be made only after consultation with the Seller (in the case of any proposed announcement by any member of the Purchaser’s Group) or the Purchaser (in the case of any proposed announcement by any member of the Seller Group).

Except as otherwise provided herein, any provision of the Share Purchase Documents which is capable of being performed after, but which has not been performed at or before, Completion and all assurances contained in or entered into pursuant to this Agreement shall remain in full force and effect notwithstanding Completion.

This Agreement, and the documents referred to in it constitute the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:

If at any time any provision of this Agreement other than the provisions of this clause 27 is or becomes illegal, invalid or unenforceable in any respect under the law of any relevant jurisdiction, that shall not affect or impair:

For the Seller:

For the Purchaser:

United Kingdom

For the Guarantor:

Except as otherwise stated in any provision of this Agreement, each party shall bear its own costs arising out of or in connection with the preparation, negotiation and implementation of the Share Purchase Documents.

This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement but all counterparts shall together constitute one and the same instrument.

Each notice or other communication under or in connection with this Agreement shall be in English or if not in English, accompanied by an English translation made by a translator and certified by an officer of the party giving the notice to be accurate.

This Agreement may not be amended or modified orally and no amendment or modification shall be effective unless it is in writing and signed by the authorised representatives of each of the parties.

IN WITNESS whereof, this Agreement has been executed on the date first written above.

Schedule 2 : CONDITIONS TO COMPLETION

provided that in the event that the CMA decides that it is under a duty, unless the Purchaser offers acceptable undertakings, to refer the Transaction or any aspect of it pursuant to section 22 enterprise Act 2002, the parties agree that the Purchaser, acting reasonably, will within a reasonable timeframe, offer and agree to provide undertakings as is necessary to address the substantial lessening of competition identified by the CMA, on terms reasonably acceptable to the Purchaser.

Schedule 3 : COMPLETION ARRANGEMENTS

Schedule 4 : SELLER’S WARRANTIES

FINANCIAL STATEMENTS AND RECORDS

The Accounts (a copy of which is contained in the Data Room Information) give a true and fair view of the assets, liabilities and financial position of the Company (and of the group where they are consolidated accounts) as at the Accounts Date, and of the profits (or losses) and where applicable total comprehensive income and cashflows of the Company (and of the Group where they are consolidated accounts) for the financial year ending on that date.

The Accounts have been properly prepared in accordance with all applicable law and UK GAAP used by the Company.

The Accounts have been prepared in accordance with the accounting policies and applying the methods and underlying assumptions as used in the preparation of the statutory accounts of the Company for the preceding two (2) financial years.

CHANGES SINCE THE LOCKED BOX DATE

Since the Locked Box Date:

ASSETS AND LIABILITIES

PROPERTIES

ENVIRONMENTAL/HEALTH AND SAFETY (EHS) MATTERS

The Company has not received any material communication from any relevant authority from which it appears that it is alleged to be in breach of EHS Law, or where failure to comply with such communication could reasonably be expected to constitute a breach of EHS Law.

The Company is not engaged in any material action, litigation, arbitration or dispute resolution proceedings or subject to any investigation under EHS Law or otherwise in relation to EHS Matters and the Seller is not aware of any such matters pending or being threatened or of any circumstances or facts likely to give rise to any such matters.

Details of any material environmental assessment, audit, review or investigation conducted by or on behalf of the Company or otherwise in relation to any sites owned or occupied by the Company in the past three (3) years are set out in the Data Room Information.

CONTRACTS

A summary of the insurance policies in respect of which the Company has an interest is contained in the Data Room Information and, so far as the Seller is aware, the Company has not received notice that any such policies are not in full force and effect or are void or voidable, and no individual or related claims for amounts in excess of £100,000 are outstanding.

No Group member carries on a business under any name other than its own corporate name or any other name specified in the Data Room Information.

COMPLIANCE, DISPUTES

The anti-modern slavery practice policies of the Company are Disclosed in the Data Room Information.

No notice has been received alleging a material breach of a contract by the Company.

Schedule 5 : LIMITATIONS ON LIABILITY

For the purposes of this Schedule:

“Actual Consideration”: means the amount of consideration actually received by the Seller, pursuant to the terms of clause 5 and Schedule 9 (Contingent Consideration), if applicable;

“Claim" means any Warranty Claim or Tax Covenant Claim;

“IP / IT Claim” means any Warranty Claim made under paragraphs 9 (Intellectual Property Rights) and 10 (IT Systems) of Schedule 4 (Seller’s Warranties), but only to the extent that any such claim is not otherwise covered by the Warranty and Indemnity Insurance Policy;

“General Claim” means a claim under this agreement, other than a Claim or an Indemnity Claim;

“Indemnity Claim”: means a claim made by the Purchaser pursuant to clause 14; and

“Warranty Claim” means a claim for breach of any of the Warranties.

shall never exceed the Actual Consideration.

in which case, the Seller shall be liable for the full amount of the IP/IT Claim and not just the excess.

If any potential Claim or Indemnity Claim arises as a result of a contingent or unquantifiable liability of the Company, the Seller will not be obliged to pay in respect of such potential Claim or Indemnity Claim until the liability either ceases to be contingent or becomes quantifiable.

No matter shall be the subject of a Claim (other than a Tax Covenant Claim) to the extent any allowance, provision or reserve in respect of such matter shall have been made in the Management Accounts.

The Purchaser shall, and shall procure, that the other members of the Purchaser’s Group shall, mitigate to the fullest extent any loss or damage which would, could or might reasonably be expected to give rise to a Claim, Indemnity Claim or General Claim or otherwise under the Share Purchase Documents.

No liability shall arise in respect of any Claim to the extent that liability for such Claim occurs or is increased wholly or partly as a result the passing of, the coming into force of, or any variation, change, modification or amendment in, any law, rule, regulation, legislation, standard, code, guidance note, policy or administrative practice of a government, government department, agency or regulatory body not in force and/or which has not arisen at the date of this Agreement or of any variation, change, modification or amendment after the date of this Agreement to the manner in which any of the foregoing is applied or interpreted.

The Seller shall not be liable under the Warranties (with the exception of Fundamental Warranties, which are not qualified in any way) to the extent that the facts, matters, events or circumstances giving rise to any potential Claim are Disclosed in:

The Purchaser acknowledges and agrees (on behalf of itself and each member of the Purchaser’s Group) with the Seller (for the benefit of the Seller and each member of the Seller Group) that:

Schedule 6 : PROPERTIES

[PROPERITIES REDACTED]

Schedule 7 : TAX COVENANT

For the purposes of this Schedule 7 (Tax Covenant):

“Accounts Relief” means a Relief, the availability of which has been shown as an asset in the Management Accounts (other than the Company’s deferred Tax asset of up to £10 million included in the Management Accounts);

“Event” means an event, act, transaction or omission;

“Company” means Hudson Energy Supply UK Limited;

“Purchaser's Relief” means a Relief which arises in respect of an Event occurring after Locked Box Date or in respect of income earned during a period commencing after Locked Box Date, other than a Seller’s Relief;

“Seller’s Relief” means a Relief other than an Accounts Relief which arises (1) in respect of an Event occurring prior to the Locked Box Date or in respect of income earned during a period commencing prior to the Locked Box Date; or (2) in respect of any Tax liability of the Company for which the Seller is liable under paragraph 2.3 of this Schedule 7 (Tax Covenant);

“Tax Claim” means any assessment, notice, demand or other document issued or action taken by or on behalf of any Tax Authority or any form of self-assessment from which it appears that the Company, the Purchaser or any member of the Purchaser’s Group is subject to, or is sought to be made subject to, or might become subject to, or suffers or incurs any Tax liability or Warranty Liability will or may arise;

“Tax Covenant Claim” means a claim under this schedule or under the Tax Warranties;

“Warranty Liability” means a liability arising under the Tax Warranties.

The headings in this Schedule 7 (Tax Covenant) do not affect its interpretation.

The Seller will write to HMRC to request that the Company is removed from the value added tax group of which it is currently part with effect from Completion and will use reasonable endeavours to work with the Purchaser to apply for simultaneous value added tax registration as a standalone entity or as a member of a value added tax Group with the Purchaser with effect from Completion.

Time limits

Notice of Tax Claim

Recovery from other persons

the Purchaser shall ensure that the Company, so far as possible, uses the Relevant Relief before any other Relief and pays to the Seller an amount equal to the amount by which the Company's Tax liability is to be reduced as a result of use of the Relevant Relief within five (5) Business Days before the date on which the Company's liability to make a payment of Tax is to be reduced as a result of the Relevant Relief.

the value to the Company of the deduction or allowance obtained in the relevant accounting period in respect of the expenditure, provision or reserve whether by way of reduced Tax liability, an amount available for Group Relief surrender or otherwise is to be treated as a “Benefit” for the purposes of paragraph 9.4 of this Schedule.

the amount of Tax which would otherwise have been payable in respect of the income, profit or gain is to be treated as a “Benefit” for the purposes of paragraph 8.4 of this Schedule.

the Purchaser shall immediately give written details thereof to the Seller and the Seller may upon receiving such notice, or in the absence of such notice, at any time request the auditors for the time being of the Company to certify (at the expense of the Seller) the amount of such Overprovision or Repayment, and the amount so certified shall be dealt with in accordance with paragraph 10.2.

Schedule 8 : PERMITTED LEAKAGE

Schedule 9 : CONTINGENT CONSIDERATION

[TRIGGERS FOR CONTINGENT CONSIDERATION REDACTED]

Schedule 10 : ACCEPTANCE CRITERIA

[ACCEPTANCE CRITERIA REDACTED]

Schedule 11 : THIRD PARTY CONTRACTS

[THIRD PARTY CONTRACTS REDACTED]

Schedule 12 : DATA PROTECTION IMPACT ASSESSMENT

[DATA PROTECTION IMPACT ASSESSMENT REDACTED]

Schedule 13 : SET-OFF

“Counsel” means an advocate of not less than ten (10) years standing, having experience in claims similar to the relevant Outstanding Claim, as agreed by the Seller and the Purchaser, or failing such agreement, as appointed by the President for the time being of the Law Society of England and Wales on the application of the relevant party;

“Due Amount” the amount (if any) due for payment by the Seller to the Purchaser in respect of a Notified Claim that has been Resolved;

“Notified Claim” means an IP/IT Claim, an Indemnity Claim or a claim made pursuant to clause 2.3 of Schedule 7 (Tax Covenant) that is notified by the Purchaser to the Seller in accordance with this Agreement, the Tax Covenant or the relevant Transaction Document on or before the date the Contingent Consideration falls due;

“Outstanding Claim” means a Notified Claim that has not been Resolved on or before the date the Contingent Consideration falls due but which has been determined by Counsel that, on the balance of probabilities, there is a greater than 50 per cent. (50%) chance that such Notified Claim will succeed;

“Resolved” has the meaning given to it in paragraph 2(F) of this Schedule 13 (Set-Off); and

“Substantiated Claim” means an IP/IT Claim, an Indemnity Claim or a claim made pursuant to clause 2.3 of Schedule 7 (Tax Covenant) that has been: (A) agreed in writing by the parties to the relevant IP/IT Claim, Indemnity Claim or claim made pursuant to clause 2.3 of Schedule 7 (Tax Covenant), both as to liability and quantum; or (B) finally determined (as to both liability and quantum) by a court or tribunal of competent jurisdiction and no right of appeal lies in respect of such adjudication, or the parties are debarred by passage of time or otherwise from making an appeal.

The Purchaser shall be entitled to withhold and set-off against the amounts payable by the Purchaser pursuant to clause 5.2 of this Agreement any amount due and payable by the Seller to the Purchaser in respect of any IP/IT Claim, Indemnity Claim or claim made pursuant to clause 2.3 of Schedule 7 (Tax Covenant), only in terms of the following provisions:

Seller

(Signed)

……………………………………………………………..
for and on behalf of HUDSON ENERGY HOLDINGS UK LIMITED

Purchaser

(Signed)

……………………………………………………………..
for and on behalf of SHELL ENERGY RETAIL LIMITED

Guarantor

(Signed)

……………………………………………………………..
for and on behalf of JUST ENERGY GROUP, INC.

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