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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Transition Period FromTo

Commission file number: 001-35400

Just Energy Group Inc.

(Exact name of registrant as specified in its charter)

Canada

Not Applicable

(State of Other Jurisdiction of incorporation or Organization)

(I.R.S. Employer Identification No.)

100 King Street West, Suite 2630

Toronto, Ontario, M5X 1E1

(Address of principal executive offices)

Registrant's telephone number, including area code: (905) 795-4206

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

Name Of Each Exchange

Title of Each Class

Trading Symbol(s)

On Which Registered

Common Stock, No Par Value per Share

JENGQ

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [Yes No ]

Indicate by check mark whether the registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company  Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No

Based on the closing price as reported on the OTC Pink Market, the aggregate market value of the registrant's Common Stock held by non-affiliates on September 30, 2021 (the last business day of the registrant's most recently completed second fiscal quarter) was approximately $38,462,910.  Shares of Common Stock held by each executive officer and director and by each shareholder affiliated with a director or an executive officer or the registrant have been excluded from this calculation because such persons may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.  The number of outstanding shares of the registrant's Common Stock as of August 5, 2022 was 48,078,637.

EXPLANATORY NOTE

The registrant historically filed annual reports on Form 40-F under the multi-jurisdiction disclosure system (“MJDS”) adopted by the Securities and Exchange Commission and the Canadian national and provincial securities regulators. For the fiscal year ended March 31, 2021, the registrant no longer qualified for the MJDS and accordingly filed its annual report on Form 20-F as a foreign private issuer.  For the fiscal year ended March 31, 2022, this annual report on Form 10-K is being filed because the registrant no longer qualifies as a foreign private issuer under Rule  3b-4(c) of the Securities Exchange Act of 1934, as amended.

Table of Contents

TABLE OF CONTENTS

Glossary of key terms

ii

General Information

v

Cautionary Note Concerning Forward-Looking Statements

v

PART I

1

Item 1.

Business

1

Item 1A.

Risk Factors

8

Item 1B.

Unresolved Staff Comments

18

Item 2.

Properties

19

Item 3.

Legal Proceedings

19

Item 4.

Mine Safety Disclosures

20

PART II

21

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

21

Item 6.

Reserved

21

Item 7.

Management's Discussion And Analysis Of Financial Condition And Results Of Operations

21

Item 7A.

Quantitative And Qualitative Disclosures About Market Risk

52

Item 8.

Financial Statements and Supplementary Data  

55

Item 9.

Changes In And Disagreements With Accountants On Accounting And Financial Disclosure 

56

Item 9A.

Controls and Procedures

56

Item 9B.

Other Information

57

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

57

PART III

58

Item 10.

Directors, Executive Officers and Corporate Governance

58

Item 11.

Executive Compensation

61

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

66

Item 13.

Certain Relationships and Related Transactions, and Director Independence

66

Item 14.

Principal Accounting Fees and Services

67

PART IV

Item 15.

Exhibits and Financial Statements Schedules 

67

Signatures

i

Table of Contents

GLOSSARY OF KEY TERMS

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below.

Annual Report

Annual report on Form 10-K

ASC

The Accounting Standards Committee

Base EBITDA

Base Earnings Before Interest, Tax , Depreciation and Amortization adjusted for various items as defined in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

Base Gross Margin

The gross margin adjusted for the effect of various items as defined in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

Base Gross Margin per RCE

Base Gross Margin realized on Just Energy’s RCE customer base, including gains (losses) from the sale of excess commodity supply excluding the impacts of the Weather Event or Reorganization Costs

BP Claim

Certain pre-filing secured claims in the aggregate principal amounts of approximately $229.5 million and CAD 0.2 million, plus accrued and unpaid interest

CAD

Canadian dollars

Canadian Plan

For Canadian employees, Just Energy offers a long-term wealth accumulation plan for all permanent full-time and permanent part-time employees (working more than 26 hours per week).

CBCA

Canada Business Corporations Act

CCAA

Companies' Creditors Arrangement Act

CDD

Cooling degree day

Chapter 15

Chapter 15 of the U.S. Bankruptcy Code

Claims Procedure Order

Order of Ontario Court dated September 15, 2021 establishing the process to identify and determine claims against the Company under the CCAA proceedings

Commodity RCE attrition

Percentage of energy customers whose contracts were terminated prior to the end of the term either at the option of the customer or by Just Energy

Company

Just Energy Group Inc. and/or its consolidated subsidiaries depending on context

Compensation Committee

Compensation Human Resources, Environmental and Health and Safety Committee

Consolidated Financial Statements

Audited Consolidated Balance Sheets for the years ended March 31, 2022 and March 31, 2021, the related Consolidated Statements of Operations, Statements of Comprehensive Loss, Consolidated Statements of Cash Flows, and Consolidated Statements of Changes in Shareholders’ Deficit, for each of the three years ended March 31, 2022, 2021 and 2020, and related notes

COSO

Committee of Sponsoring Organizations of the Treadway Commission

Court Orders

Orders approved by the Ontario Court under CCAA and the Houston Court under Chapter 15 in the U.S. Bankruptcy Code that provide creditor protection

COVID-19

Coronavirus pandemic

Credit Facility

Just Energy’s credit facility as described in Part II, Item 8, “Financial Statements and Supplementary Data”, Note 16(c), Long Term Debt and Financing

Customer count

Number of customers with a distinct address rather than RCEs

DIP Facility

$125 million Debtor-in-possession facility entered into March 9, 2021 between PIMCO and the Company

DPSP

Deferred profit sharing plan

DSG

Deferred share grants

DSU

Deferred share units

EBITDA

Earnings Before Interest, Tax , Depreciation and Amortization and is non-U.S. GAAP measure that reflects the operational profitability of the business

ECL

Expected credit losses

ecobee

ecobee Inc.

Embedded Gross Margin

Embedded Gross Margin (“EGM”) represents the gross margin based on management's estimates for the future as defined in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

ii

Table of Contents

EPSP

Employee profit sharing plan

Equity Plan

Just Energy Group Inc., 2020 Equity Compensation Plan effective September 28, 2020

ERCOT

Electric Reliability Council of Texas, Inc

ERCOT Lawsuit

Litigation initiated against ERCOT and the PUCT in the Houston Bankruptcy Court on November 12, 2021

ESPP

Employee share purchase plan

FASB

Financial Accounting Standards Board

Failed to renew

Customers who did not renew expiring contracts at the end of their term

Filter Group

Filter Group Inc.

Final Order

Financing order issued by the PUCT in October 2021 authorizing the securitization of these costs by ERCOT under HB 4492

Fiscal 2022 Annual Incentive Plan

The Company's Fiscal 2022 quarterly and annual bonus program

Free Cash Flow

Cash flow from operations less maintenance capital expenditures as defined in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

Functional Currency

The currency of the primary economic environment in which the entity operates

FV hierarchy

Fair value hierarchy

Generac

Generac Holdings Inc.

Grant Date

Grant date for share plan

HB 4492

Texas House Bill 4492 which provides a mechanism for recovery of the costs, incurred by various parties, including the Company, during the Weather Event, through certain securitization structures

HDD

Heating degree days

Houston Court

Bankruptcy Court of the Southern District of Texas, Houston Division

HTC

Home Trust Company

Hudson U.K.

Hudson Energy Supply U.K. Limited

IASB

International Accounting Standards Board

ICFR

Internal Control over Financial Reporting

IFRS

International Financial Reporting Standards

ISO

Independent System Operator

IT

Information technology

Just Energy

Just Energy Group Inc. and/or its consolidated subsidiaries depending on context

Just Energy Entities

Just Energy and certain subsidiaries that filed under the CCAA

Just Energy Japan

Just Energy Japan KK

Just Energy Parties

Just Energy Texas LP, Just Energy Texas I, Corp., Fulcrum Retail Energy LLC, and Hudson Energy Services LLC

KERP

Key employee retention plan

LC Facility

Letter of credit facility described in Part II, Item 8, "Financial Statements and Supplementary Data", Note 16(c ), Long Term Debt and Financing

LDC

A local distribution company; the natural gas or electricity distributor for a regulatory or governmentally defined geographic area

Lender Support Agreement

Accommodation and support agreement entered into with Lenders of the Credit Facility

Liquidity

Cash and cash equivalents

Maintenance capital expenditures

Necessary property and equipment and intangible asset capital expenditures required to maintain existing operations at functional levels

MD&A

Management Discussion and Analysis of Financial Condition and Results of Operations

NEOs

Named Executive Officers

NEX

Board of the TSX Venture Exchange

Non-U.S.GAAP financial measures

All measures defined in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Note Indenture

CAD 15.0 million principal amount of 7.0% subordinated notes to holders of the subordinated convertible debentures, which has a six-year maturity

NYMEX

New York Mercantile Exchange

OCI

Other Comprehensive Income

iii

Table of Contents

Ontario Court

Ontario Superior Court of Justice (Commercial List)

PBG

Performance bonus incentive grants

PIMCO

Pacific Investment Management Company

PSU

Performance share units

PUCT

Public Utility Commission of Texas

RCE

Residential customer equivalent, which is a unit of measurement equivalent to a customer using 2,815 m3 (or 106 GJs or 1,000 Therms or 1,025 CCFs) of natural gas on an annual basis or 10 MWh (or 10,000 kWh) of electricity on an annual basis

REC

Renewable energy certificates

Reorganization Costs

The amounts incurred related to the filings under the CCAA Proceedings. These costs include professional and advisory costs, key employee retention plan, contract terminations, prepetition claims, and other costs

REPs

Retail energy providers

ROU

Right of use

RSG

Restricted share grants

RSU

Restricted share units

SEC

U.S. Securities and Exchange Commission

Selling commission

Expenses customer acquisition costs amortized under ASC 606, “Revenue from contracts with customers”, or directly expensed within the current period and consist of commissions paid to independent sales contractors, brokers and sales agents and is reflected on the Consolidated Statements of Operations as part of selling and marketing expenses

Selling non-commission and marketing expenses

The cost of selling overhead, including digital marketing cost not directly associated with the costs of direct customer acquisition costs within the current period and is reflected on the Consolidated Statements of Operations as part of selling and marketing expenses

September 2020 Recapitalization

The recapitalization transaction that the Company completed on September 28, 2020

SISP

Proposed Sale and Investment Solicitation Process announced on August 4, 2022, as described in Part I, Item I, Business Overview.

SISP Support Agreement

An agreement between the Just Energy Entities, the Stalking Horse Purchaser and certain other parties under which the parties agree to support the Stalking Horse Transaction and the SISP process

Stalking Horse Purchaser

Collectively, the lenders under the Company’s debtor-in-possession financing facility, one of their affiliates and the holder of the BP Claim.

Stalking Horse Transaction

The transaction contemplated by the stalking horse transaction agreement under which the Stalking Horse Purchaser will become the sole owner of the Just Energy Entities, with the key terms described in Part I, Item I, Business Overview.

Stalking Horse Transaction Agreement

The agreement between the Stalking Horse Purchaser and the Just Energy Entities under which the Stalking Horse Purchaser will become the sole owner of the Just Energy Entities with the key terms described in Part I, Item I, Business Overview

Strategic Review

The Company’s formal review announced on June 6, 2019 to evaluate strategic alternatives available to the Company. The Company finalized the Strategic Review with the completed September 2020 Recapitalization

Term Loan

The $206 million senior unsecured 10.25% term loan facility entered into on September 28, 2020 pursuant to the September 2020 Recapitalization, which has a maturity date of March 31, 2024

TDSP

Transmission and Distribution Service Provider

Unlevered Free Cash Flow

Free cash flow plus interest expense excluding the non-cash portion as defined in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

U.S.

United States of America

USD

U.S. dollars

U.S. GAAP

U.S. Generally Accepted Accounting Principles

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U.S. Plan

401(k) plan for all permanent full-time and part-time employees of Just Energy in the U.S (working more than 30 hours per week)

Vesting Date

The date certain equity grants vested with grantee in accordance with the applicable plan

Weather Event

The extreme weather event in Texas in February 2021

Weather Event Costs

(i) ancillary service charges above $9,000/MWh during the Weather Event; (ii) reliability deployment price adders charged by ERCOT during the Weather Event; and (iii) amounts owed to ERCOT due to defaults of competitive market participants, which were subsequently “short-paid” to market participants, including Just Energy

Weather Event Cost Recovery

Reimbursement of Weather Event costs in the amount of approximately $147.5 million received in June 2022

GENERAL INFORMATION

Unless otherwise indicated, all references in this Annual Report to “Just Energy,” “we,” “our,” “us,” the “Company” or similar terms refer to Just Energy Group Inc. and its consolidated subsidiaries. We publish our consolidated financial statements in U.S dollars. In this Annual Report, unless otherwise specified, all monetary amounts are in U.S dollars, all references to “$,” “US$,” “USD,” and “dollars” mean U.S. dollars and all references to “C$” and “CAD” mean Canadian dollars.

This Annual Report contains our Consolidated Financial Statements. Our Consolidated Financial Statements have been prepared in accordance with U.S. GAAP. The ASC, established by the FASB, is the source of authoritative U.S. GAAP to be applied by nongovernmental entities. In addition, the rules and interpretative releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report may contain forward-looking statements, including, without limitation, statements with respect to the CCAA proceedings. These statements are based on current expectations that involve several risks and uncertainties which could cause actual results to differ from those anticipated, which risks are described in Part 1A. “Risk Factors” in this Annual Report on Form 10-K. These risks include, but are not limited to, risks with respect to: the ability of the Company to continue as a going concern; the outcome of proceedings under the CCAA and similar proceedings in the United States, including the SISP; the outcome of any potential litigation with respect to the Weather Event, the outcome of any invoice dispute with ERCOT; the Company’s discussions with key stakeholders regarding the CCAA proceedings; the impact of the evolving COVID-19 pandemic on the Company’s business, operations and sales; uncertainties relating to the ultimate spread, severity and duration of COVID-19 and related adverse effects on the economies and financial markets of countries in which the Company operates; the ability of the Company to successfully implement its business continuity plans with respect to the COVID-19 pandemic; the Company’s ability to access sufficient capital to provide liquidity to manage its cash flow requirements; general economic, business and market conditions; the ability of management to execute its business plan; levels of customer natural gas and electricity consumption; extreme weather conditions; rates of customer additions and renewals; customer credit risk; rates of customer attrition; fluctuations in natural gas and electricity prices; interest and exchange rates; actions taken by governmental authorities including energy marketing regulation; increases in taxes and changes in government regulations and incentive programs; changes in regulatory regimes; results of litigation and decisions by regulatory authorities; competition; and dependence on certain suppliers. Additional information on these and other factors that could affect Just Energy’s operations or financial results are included in Just Energy’s annual report on Form 10-K information form and other reports on file with the SEC’s website at www.sec.gov or Canadian securities regulatory authorities which can be accessed through the SEDAR website at www.sedar.com or through Just Energy’s website at investors.justenergy.com.

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PART I

ITEM 1.BUSINESS OVERVIEW

Company Overview

Just Energy is a retail energy provider specializing in electricity and natural gas commodities and bringing energy efficient solutions and renewable energy options to customers. Currently operating in the United States and Canada, Just Energy serves retail and commercial customers through its two business segments - Mass Market and Commercial. Just Energy is the parent company of Amigo Energy, Filter Group, Hudson Energy, Interactive Energy Group, Tara Energy and Terrapass.

COMPANIES’ CREDITIORS ARRANGEMENT AND CHAPTER 15 PROCEEDINGS

In February 2021, the State of Texas experienced the Weather Event. The Weather Event led to increased electricity demand and sustained high prices from February 13, 2021 through February 20, 2021. As a result of the losses sustained and without sufficient liquidity to pay the corresponding invoices from the ERCOT when due, and accordingly, on March 9, 2021, Just Energy applied for and received Court Orders under the CCAA from the Ontario Court and under Chapter 15 in the U.S. from the Houston Court. Protection under the Court Orders allows Just Energy to operate while it restructures its capital structure.

As part of the CCAA filing, the Company entered into a $125.0 million DIP Facility financing with certain affiliates of PIMCO (refer to Part II, Item 8, “Financial Statements and Supplementary Data”, Note 16(a) and Note 26). The Company also entered into qualifying support agreements with its largest commodity supplier and ISO services provider. The filings and associated DIP Facility arranged by the Company, enabled Just Energy to continue all operations without interruption throughout the U.S. and Canada and to continue making payments required by ERCOT and satisfy other regulatory obligations.

On September 15, 2021, the Ontario Court approved the Company’s request to establish a claims process to identify and determine claims against the Company and its subsidiaries that are subject to the ongoing Claims Procedure Order. As part of the CCAA proceedings and in accordance with the Claims Procedure Order, Just Energy continues to review and determine which claims will be allowed, modified or disallowed, which may result in additional liabilities subject to compromise that are not currently reflected in the Consolidated Financial Statements (refer to Part II, Item 8, “Financial Statements and Supplementary Data”, Note 25(d) Commitments and Contingencies).

Plan Support Agreement

As previously disclosed, in connection with the CCAA filing, on May 12, 2022, the Company, the Stalking Horse Purchaser and certain other parties thereto, entered into a plan support agreement (the “Plan Support Agreement”). Upon the execution of the SISP Support Agreement (defined below), the Plan Support Agreement and the transactions contemplated thereunder were automatically terminated pursuant to its terms.

The Plan Support Agreement contemplated the implementation of a recapitalization and financial restructuring of the Just Energy Entities through: (i) a reorganization of the Just Energy Entities, (ii) a rights offering for the issuance of approximately $192.5 million of new common equity which would be backstopped by the Stalking Horse Purchaser pursuant to the Backstop Commitment Letter, (iii) the issuance of new preferred equity, which would be owned entirely by the Stalking Horse Purchaser, and new common equity, (iv) the cancellation for no consideration of all outstanding shares of the Company and (v) the entry into the new credit agreement and the new intercreditor agreement.

The Plan Support Agreement contained certain covenants on the part of the parties thereto, as well as certain conditions to the obligations of such parties and for termination upon the occurrence of certain events, including, without limitation, the failure to achieve certain milestones and certain breaches by the parties under the Plan Support Agreement.

Backstop Commitment Letter

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Also, as previously disclosed, in connection with the Plan Support Agreement, on May 12, 2022, the Stalking Horse Purchaser entered into a Backstop Commitment Letter (the “Backstop Commitment Letter”) with Just Energy (U.S.) Corp., pursuant to which the Stalking Horse Purchaser (the “Backstop Parties”) agreed to backstop the approximately $192.5 million rights offering contemplated by the Plan Support Agreement. Upon the execution of the SISP Support Agreement (defined below), the Backstop Commitment Letter and the transactions contemplated thereunder were automatically terminated pursuant to its terms.

Under the Backstop Commitment Letter, the Backstop Parties agreed, subject to the terms and conditions of the Backstop Commitment Letter, to (i) purchase new common equity of the new parent company of the Just Energy Entities, (ii) subscribe for and receive its pro rata share of any unsubscribed new common equity in the rights offering and (iii) subscribe for and receive its pro rata share of new common equity in the rights offering upon the failure by another participant to fulfill its subscription obligations by the participation deadline. The issuance of the new common equity under the rights offering will represent in the aggregate 80% of the new common equity of the new parent company of the Just Energy Entities.

Under the Backstop Commitment Letter, Just Energy (U.S.) Corp. agreed to issue and deliver 10% of the outstanding new common shares on the effective date, which would have constituted backstop commitment fee shares. In addition, Just Energy (U.S.) Corp. agreed to pay a termination fee of $15 million to the Backstop Parties if the Plan Support Agreement is terminated under certain circumstances. Pursuant to the Backstop Commitment Letter, the term loan lenders of the Just Energy Entities were entitled to participate in the rights offering as backstop parties for their pro rata shares of new common equity. The Backstop Parties’ commitments to backstop the rights offering and the other transactions contemplated by the Backstop Commitment Letter were conditioned upon the satisfaction of all applicable conditions set forth in the Backstop Commitment Letter.

PROPOSED SALE AND INVESTMENT SOLICITATION PROCESS AND STALKING HORSE TRANSACTION

On August 4, 2022, the Company entered into a stalking horse transaction agreement (the “Stalking Horse Transaction Agreement”) with the Stalking Horse Purchaser and a support agreement (the “SISP Support Agreement”) in connection with the SISP that is intended to facilitate its exit from the Company’s ongoing insolvency proceedings as a going concern.

Under the SISP, interested parties are invited to participate in accordance with the approved SISP procedures. If one or more qualified bids (other than the transaction contemplated by the Stalking Horse Transaction) are received by September 29, 2022, then Just Energy intends to proceed with an auction to determine the successful bid(s), subject to the terms of the approved SISP procedures. If the Stalking Horse Purchaser is determined to be the successful bidder at the conclusion of the SISP and is subsequently approved by the Court, the Stalking Horse Purchaser will become the sole shareholder of Just Energy (U.S.) Corp., which will be the new parent company of all of the Just Energy Entities, including the Company, and the Just Energy Entities will continue their business and operations as a going concern.

The SISP Support Agreement further contemplates the entry into the Stalking Horse Transaction pursuant to the Stalking Horse Transaction Agreement, under which, among other things, (A) the Stalking Horse Purchaser agreed to act as a “stalking horse” bidder with respect to the SISP, (B) the existing common shares and all other equity interests of the Company would be cancelled or redeemed for no consideration, (C) the issuance of new common equity and new preferred equity of the new parent company of the Just Energy Entities, which will be owned entirely by certain affiliates of the Stalking Horse Purchaser, and (v) the entry into a new credit agreement and a new intercreditor agreement on the terms set forth in the term sheets appended to the SISP Support Agreement.

The SISP Support Agreement contains certain covenants on the part of the parties thereto, as well as certain termination rights upon the occurrence of certain events, including, without limitation, (i) the failure to achieve certain milestones and certain breaches by the parties under the SISP Support Agreement and (ii) the Stalking Horse Purchaser not being the successful bidder under the SISP procedures. Additionally, upon the execution of the SISP Support Agreement, each of the Plan Support Agreement, the Backstop Commitment Letter and the transactions contemplated thereunder were automatically terminated.

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Key terms of the Stalking Horse Transaction include:

The Stalking Horse Purchaser will become the sole shareholder of Just Energy (U.S.) Corp., which will be the new parent company of all of the Just Energy Entities, including the Company, and the Just Energy Entities will continue their business and operations as a going concern.
The purchase price payable pursuant to the Stalking Horse Transaction is (i) $184.9 million in cash; plus (ii) a credit bid of approximately $230 million plus accrued interest of secured claims assigned to the Stalking Horse Purchaser; plus (iii) the assumption of Assumed Liabilities (as defined below), including up to CAD$10 million owing under the Company’s first lien credit facility (the “Credit Facility Remaining Debt”) to remain outstanding under an amended and restated credit agreement.
Post-filing claims, the Credit Facility Remaining Debt, claims by energy regulators, and certain other liabilities enumerated in the Stalking Horse Transaction Agreement (“Assumed Liabilities”) will continue to be liabilities of the Just Energy Entities following consummation of the Stalking Horse Transaction. Excluded liabilities and assets of the Just Energy Entities will be discharged from the Just Energy Entities pursuant to an Approval and Vesting Order to be sought subject to the Stalking Horse Transaction being the successful bid in the SISP.
No amounts will be available for distribution to the Just Energy Entities’ general unsecured creditors, including the Term Loan lenders.

All currently outstanding shares, options and other equity of Just Energy will be cancelled or redeemed for no consideration and without any vote of the existing shareholders.

A break-up fee of $14.7 million to be paid to the Stalking Horse Purchaser upon the consummation of an Alternative Restructuring Proposal (as defined in the Transaction Agreement) in the event of termination of the Transaction Agreement in certain specified circumstances.

The parties’ obligations under the Stalking Horse Transaction Agreement are conditioned upon the satisfaction or waiver of all applicable conditions set forth in the Stalking Horse Transaction Agreement, including, among others, the entry by the Court of the SISP Order and the Vesting Order, the completion of the Implementation Steps by the Just Energy Entities, the receipt of all required Transaction Regulatory Approvals (as defined in the Transaction Agreement) and that upon the consummation of the Transaction, no Just Energy Entity will be a reporting issuer (or equivalent) under any United States or Canadian securities laws.

The foregoing description of the SISP Support Agreement and the Stalking Horse Transaction Agreement are not, and do not purport to be, complete and is qualified by reference to the full text of the SISP Support Agreement and the Stalking Horse Transaction Agreement, respectively, copies of which are filed herewith as Exhibit 10.9 and 10.10 and are incorporated herein by reference.

On June 7, 2022, the Ontario Court extended the stay until August 19, 2022. The stay extension allows the Company to continue to operate in the ordinary course of business while pursuing its proposed restructuring plan.

On May 19, 2022, the common shares of the Company were transferred from the TSX Venture Exchange to the NEX and are trading under the symbol “JE.H.”.  The Company’s common shares continue to trade on the OTC Pink Market under the symbol “JENGQ”.

WEATHER EVENT RELATED UPLIFT SECURITIZATION PROCEEDS

On June 16, 2021, HB 4492 became law in Texas. HB 4492 provides a mechanism for recovery of certain Weather Event Costs, incurred by various parties, including the Company, during the Weather Event, through certain securitization structures.

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On October 13, 2021, the PUCT approved the Final Order authorizing the securitization of certain Weather Event Costs by ERCOT. On December 7, 2021, ERCOT filed its calculation with the PUCT in accordance with the PUCT final order implementing HB 4492. The Company received $147.5 million in June 2022.

JUST ENERGY’S BUSINESS OPERATIONS

Just Energy has two reportable segments: (1) Mass Market and (2) Commercial. The chief operating decision maker monitors the operational results of the Mass Market and Commercial segments for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on certain non-U.S. GAAP measures such as Base EBITDA, Base Gross Margin and Embedded Gross Margin.

The Company’s operating subsidiaries currently carry on business in the United States in the states of Texas, Illinois, New York, Indiana, Michigan, Ohio, New Jersey, California, Maryland, Pennsylvania, Massachusetts, and Delaware and in Canada in the provinces of Ontario, Alberta, Manitoba, Québec, British Columbia and Saskatchewan.

As of March 31, 2022, Just Energy had aggregated approximately 2,755,000 RCEs with approximately 44% from its Mass Market Segment and 56% from its Commercial Segment.

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The Company’s revenues based on the operating segments for the last three fiscal years is as follows:

    

For the Year

    

For the Year 

    

For the Year 

 Ended

Ended

Ended 

March 31, 2022

March 31, 2021

March 31, 2020

Mass Market

$

1,190,326

$

1,161,905

$

1,320,111

Commercial

 

964,282

 

912,923

 

1,051,591

Total

$

2,154,608

$

2,074,828

$

2,371,702

The Company’s revenues based on the location of the customer for the last three fiscal years is as follows:

    

For the Year 

    

For the Year 

    

For the Year 

Ended 

Ended  

Ended

March 31, 2022

March 31, 2021

March 31, 2020

Canada

$

477,837

$

372,736

$

402,830

U.S.

 

1,676,771

 

1,702,091

 

1,968,872

Total

$

2,154,608

$

2,074,828

$

2,371,701

Discontinued Operations

In March 2019, Just Energy formally approved and commenced the process to dispose of its businesses in Germany, Ireland and Japan. In June 2019, the U.K. was added to the disposal group. The decision was part of a strategic transition to focus on the core business in North America. In November 2019, Just Energy closed the sale of Hudson U.K. to Shell Energy Retail Limited and completed the sale of its business in Ireland in February 2020. In April 2020, the Company sold all of the shares of Just Energy Japan to Astmax Trading, Inc. These operations were reclassified and reflected as discontinued operations in the Consolidated Statements of Operations in the Consolidated Financial Statements (Part II, Item 8, “Financial Statements and Supplementary Data”, Note 24 Discontinued Operations).

Continuing operations overview

MASS MARKETS SEGMENT

The Mass Markets segment includes customers acquired and served under the Just Energy, Tara Energy, Amigo Energy and Terrapass brands. Marketing of the energy products of this segment is primarily done through the digital and retail sales channels. Mass Market customers make up 73% of Just Energy’s Base Gross Margin, which is currently focused on price–protected and flat–bill product offerings, as well as JustGreen products. To the extent that certain markets are better served by shorter–term or enhanced variable rate products, the Mass Markets segment’s sales channels offer these products.

Just Energy also provides home water filtration systems with its line of consumer product and service offerings through Filter Group.

COMMERCIAL SEGMENT

The Commercial segment includes customers acquired and served under Hudson Energy, as well as brokerage services managed by Interactive Energy Group. Hudson Energy sales are made through three main channels: brokers, in-person commercial independent contractors and inside commercial sales representatives. Commercial customers make up 27% of Just Energy’s Base Gross Margin. Products offered to Commercial customers range from standard fixed–price offerings to “one off” offerings, tailored to meet the customer’s specific needs. These products can be fixed or floating rate or a blend of the two, and normally have a term of less than five years. Base Gross Margin per RCE for this segment is lower than it is for the Mass Markets segment, but customer acquisition costs and ongoing customer care costs per RCE are lower as well. Commercial customers also have significantly lower attrition rates than Mass Markets customers.

ABOUT JUST ENERGY’S PRODUCTS

Just Energy offers products and services to address customers’ essential needs, including electricity and natural gas commodities, energy efficient solutions, carbon offsets and renewable energy options as well as water quality and filtration devices.

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Electricity

Just Energy services various states and territories in the U.S. and Canada with electricity. A variety of electricity solutions are offered, including fixed–price, flat–bill and variable–price products on both short–term and longer–term contracts. Most of these products provide customers with price–protection programs for the majority of their electricity requirements. Just Energy uses historical usage data for enrolled customers to predict future customer consumption and to help with long–term supply procurement decisions. Flat–bill products offer customers the ability to pay a fixed amount per period regardless of usage.

Just Energy purchases electricity supply from market counterparties for Mass Markets and Commercial customers based on forecasted customer aggregation. Electricity supply is generally purchased concurrently with the execution of a contract for larger Commercial customers. Historical customer usage is obtained from LDCs, which, when normalized to average weather, provides Just Energy with expected normal customer consumption. Just Energy mitigates exposure to weather variations through active management of the electricity portfolio and the purchase of options, including weather derivatives. Just Energy’s ability to successfully mitigate weather effects is limited by the degree to which weather conditions deviate from normal and the availability and costs of such options. To the extent that balancing electricity requirements are outside the forecasted purchase, Just Energy bears the financial responsibility for excess or short supply caused by fluctuations in customer usage. Any supply balancing not fully covered through customer pass–throughs, active management or the options employed may increase or decrease Just Energy’s Base Gross Margin depending upon market conditions at the time of balancing.

Natural gas

Just Energy offers natural gas customers a variety of products ranging from five–year fixed–price contracts to month–to–month variable–price contracts. Gas supply is purchased from market counterparties based on forecasted consumption. For larger Commercial customers, gas supply is generally purchased concurrently with the execution of a contract. Variable rate products allow customers to maintain flexibility while retaining the ability to lock into a fixed price at their discretion. Flat–bill products offer customers the ability to pay a fixed amount per period regardless of usage or changes in the price of the commodity.

The LDCs provide historical customer usage which, when normalized to average weather, enables Just Energy to purchase the expected normal customer consumption. Just Energy mitigates exposure to weather variations through active management of the gas portfolio, which involves, but is not limited to, the purchase of options, including weather derivatives. Just Energy’s ability to successfully mitigate weather effects is limited by the degree to which weather conditions deviate from normal and the availability and costs of such options. To the extent that balancing requirements are outside the forecasted purchase, Just Energy bears the financial responsibility for fluctuations in customer usage. To the extent that supply balancing is not fully covered through active management or the options employed, Just Energy’s Base Gross Margin may increase or decrease depending upon market conditions at the time of balancing.

JustGreen

Many customers have the ability to choose an appropriate JustGreen program to supplement their electricity and natural gas, providing an effective method to offset their carbon footprint associated with the respective commodity consumption.

JustGreen’s electricity products offer customers the option of having all or a portion of the volume of their electricity usage sourced from renewable green sources such as wind, solar, hydropower or biomass, via power purchase agreements and renewable energy certificates. JustGreen programs for gas customers involve the purchase of carbon offsets from carbon capture and reduction projects. Additional green products allow customers to offset their carbon footprint without buying energy commodity products and can be offered in all states and provinces without being dependent on energy deregulation.

Just Energy currently sells JustGreen electricity and gas in eligible markets across North America. Of all customers who contracted with Just Energy in the past year, 40% purchased JustGreen for some or all of their energy needs. On average, these customers elected to purchase 93% of their consumption as green supply. For comparison, as reported for the trailing 12 months ended March 31, 2021, 37% of mass market customers who contracted with Just Energy chose to include JustGreen for an average of 98% of their consumption. As at March 31, 2022, JustGreen makes up 24% of the Mass Market

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electricity portfolio, compared to 25% in the year ago period. JustGreen makes up 24% of the Mass Market gas portfolio, compared to 17% in the year ago period.

Terrapass

Through Terrapass, customers can offset their environmental impact by purchasing high quality environmental products. Terrapass supports projects throughout North America and world–wide that destroy greenhouse gases, produce renewable energy and restore freshwater ecosystems. Each project is made possible through the purchase of carbon offsets, renewable energy credits and BEF Water Restoration Certificates®. Terrapass offers various purchase options for Mass Markets or Commercial customers, enabling businesses to incorporate seamless carbon offset options by providing marketing and product integration solutions.

Seasonality

The sale of electricity to retail customers is a seasonal business with the demand for electricity generally peaking during the summer months. Conversely, the sale of natural gas to retail customers is also a seasonal business with demand for natural gas generally peaking during the winter months. As a result, net working capital requirements for the Company's retail operations generally increase during summer and winter months along with the higher revenues, and then decline during off-peak months. Weather may impact operating results and extreme weather conditions could have a material impact. The rates charged to retail customers may be impacted by fluctuations in total power and natural gas prices and market dynamics, transmission constraints, competitor actions, and changes in market heat rates.

Employee Overview

As of March 31, 2022, Just Energy had 1,177 employees in the U.S., Canada and India, including a total of 1,125 full time employees.

Governmental Regulation

Just Energy’s business is subject to extensive Canadian and U.S. federal, state and local laws and foreign and provincial laws. Retail energy competition is regulated on a state-by-state or at the province-by-province level and is highly dependent on state and provincial laws, regulations and policies, which could change at any moment. Failure to comply with such requirements could result in the loss of license, exit from the market, shutdown, the imposition of liens, fines, and/or civil or criminal liability.

The regulatory environment has undergone significant changes in the last several years due to state, provincial and federal policies affecting wholesale and retail competition and the creation of incentives for the addition of large amounts of new renewable generation. For example, changes to, or development of, legislation that requires the use of clean renewable and alternate fuel sources or mandate the implementation of energy conservation programs that require the implementation of new technologies, could increase the Company’s cost to serve and/or impact the Company’s financial condition. Additionally, in some retail energy markets, state legislators, government agencies and other interested parties have made proposals to change the use of market-based pricing, re-regulate areas of these markets that have previously been competitive, or permit electricity delivery companies to construct or acquire generating facilities. Other proposals to re-regulate the retail energy industry may be made, and legislative or other actions affecting electricity and natural gas deregulation or restructuring process may be delayed, discontinued or reversed in states in which we currently operate or may in the future operate.

Health and Safety

Employee health and safety in the workplace is one of our top priorities. In response to the COVID-19 pandemic, we have been working to keep our employees safe and healthy from this outbreak. Using guidance from the Center for Disease Control, Public Health Agency of Canada, the World Health Organization, and the various states, provinces and counties in which we operate, we have taken a number of measures to keep employees safe. Employees are provided paid sick leave or paid time off to cover sickness and absences. We will continue to make our employees a priority.

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Sale of Ecobee Investments

On December 1, 2021, Generac completed the acquisition of all issued and outstanding shares of ecobee, including all of the ecobee shares held by the Company. The Company held approximately 8% of the ecobee shares. The Company received $12.3 million cash and 80,281 shares of Generac common stock. The Company subsequently sold all of the Generac shares for a sum of $28.4 million during December 2021, resulting in total consideration of approximately $40.7 million. This sale has resulted in a gain on investment of $15.0 million recorded in the Consolidated Statement of Operations for the year ended March 31, 2022. The Company could receive up to an additional $8.0 million in Generac stock during 2022 and 2023, provided that certain performance targets are achieved by ecobee.

ITEM 1A.RISK FACTORS

The following risk factors apply to our business and operations. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of our business. You should carefully consider the following risk factors in addition to the other information included in this Annual Report on Form 10-K, including matters addressed in the section entitled “Cautionary Note Concerning Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our Part II, Item 8, “Financial Statements and Supplementary Data”  included herein.

Risks Related to the Company’s Business

The outcome of the proposed SISP and potential Stalking Horse Transaction is uncertain, and the announcement and pendency of a transaction could materially and adversely affect our business, results of operations and financial condition.

On August 4, 2022, the Company entered into the Stalking Horse Transaction Agreement with the Stalking Horse Purchaser and the SISP Support Agreement in connection with the SISP that is intended to facilitate its exit from the Company’s ongoing insolvency proceedings as a going concern. There can be no assurance that the SISP will be approved or consummated. The SISP process could cause disruptions in our business and divert our management’s attention and other resources from day-to-day operations, which could have an adverse effect on our business, results of operations and financial condition. Additionally, current and prospective employees and members of management could become uncertain about their future roles with us during the SISP. This uncertainty could adversely affect our ability to retain and hire employees and members of management. In addition, the proposed SISP could have an adverse effect on our relationships with customers and third-party service providers.

If completed, the Stalking Horse Transaction will result in Just Energy becoming a privately-held company and all our existing common shares will be cancelled or redeemed for no consideration Additionally, the ongoing business of our company could be adversely affected and, without realizing the benefits of having completed the Stalking Horse Transaction, our company will be subject to a number of risks, including payment of certain ongoing Reorganization Costs.

The potential Stalking Horse Transaction provides that existing common shareholders shares will be cancelled or redeemed and shall not receive a distribution or other consideration.

The potential Stalking Horse Transaction provides that existing common shareholders shares will be cancelled or redeemed and shall not receive a distribution or other consideration.  In addition, if there is a winning bidder other than the Stalking Horse Purchaser under the SISP, any incremental value must first provide recovery to substantial general unsecured

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creditors and therefore, no assurance can be made that such bidder will provide a recovery for existing common shareholders.

The Company’s business is subject to substantial energy regulation and may be adversely affected by legislative or regulatory changes, as well as liability under, or any future inability to comply with, existing or future energy regulations or requirements.

Just Energy’s business is subject to extensive Canadian and U.S. federal, state and local laws and foreign and provincial laws. Compliance with, or changes to, the requirements under these legal and regulatory regimes may cause the Company to incur significant additional costs, reduce the Company’s ability to hedge exposure or to sell retail power or natural gas within certain states and provinces or to certain classes of retail customers, or restrict the Company’s marketing practices, its ability to pass through costs to retail customers, or its ability to compete on favorable terms with competitors, including the incumbent utility. Retail energy competition is regulated on a state-by-state or at the province-by-province level and is highly dependent on state and provincial laws, regulations and policies, which could change at any moment. Failure to comply with such requirements could result in the loss of license, exit from the market, shutdown, the imposition of liens, fines, and/or civil or criminal liability.

The regulatory environment has undergone significant changes in the last several years due to state, provincial and federal policies affecting wholesale and retail competition and the creation of incentives for the addition of large amounts of new renewable generation. For example, changes to, or development of, legislation that requires the use of clean renewable and alternate fuel sources or mandate the implementation of energy conservation programs that require the implementation of new technologies, could increase the Company’s cost to serve and/or impact the Company’s financial condition. Additionally, in some retail energy markets, state legislators, government agencies and other interested parties have made proposals to change the use of market-based pricing, re-regulate areas of these markets that have previously been competitive, or permit electricity delivery companies to construct or acquire generating facilities. Other proposals to re-regulate the retail energy industry may be made, and legislative or other actions affecting electricity and natural gas deregulation or restructuring process may be delayed, discontinued or reversed in states in which we currently operate or may in the future operate. If such changes were to be enacted by a regulatory body, we may lose customers, incur higher costs and/or find it more difficult to acquire new customers. These changes are ongoing, and we cannot predict the future design of the retail markets or the ultimate effect that the changing regulatory environment will have on our business.

The Company’s retail operations are subject to significant competition from other REPs, LDCs and changes in customer behavior or preferences, which could result in a loss of existing customers and the inability to attract new customers.

Just Energy may experience an increase in attrition rates and lower acceptance rates on renewal requests due to commodity price volatility, increased competition or change in customer behavior. There can be no assurance that the historical rates of annual attrition will not increase substantially in the future or that Just Energy will be able to renew its existing energy contracts at the expiry of their terms. Any such increase in attrition or failure to renew could have a material adverse effect on Just Energy’s business, financial condition, operating results, cash flow, liquidity and prospects.

A number of companies and incumbent utility subsidiaries compete with Just Energy in the residential, commercial and small industrial market. It is possible that new entrants may enter the market as marketers and compete directly for the customer base that Just Energy targets, slowing or reducing Just Energy’s market share. If the LDCs are permitted by changes in the current regulatory framework to sell natural gas or electricity at prices other than at cost, their existing customer bases could provide them with a significant competitive advantage. This could limit the number of customers available for REPs, including Just Energy, and impact Just Energy’s growth and retention.

Just Energy’s residential customers are generally acquired through the use of digital marketing, retail stores, inbound telemarketing and door-to-door sales. Commercial customers are primarily solicited through commercial brokers and independent sales agents. Just Energy’s ability to increase revenues in the future will depend significantly on the success of these marketing techniques, as well as its ability to expand into new sales channels to acquire customers. There is no assurance that competitive conditions will allow this sales channel strategy to continue or whether new sales channels will be successful in signing up new customers. In addition, a number of Just Energy’s sales channels were closed or otherwise

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limited in operations as a result of government initiatives mandated due to COVID-19. Further, if Just Energy’s services are not attractive to, or do not generate sufficient revenue for commercial brokers, retail stores and sales partners, or if Just Energy’s sales channels are adversely impacted by COVID-19 or the CCAA proceedings, Just Energy may lose these existing relationships, which could have a material adverse effect on the business, operating results and financial condition of Just Energy.

Just Energy’s profitability and growth depends upon its customers’ broad acceptance of REPs and their products. There is no assurance that customers will widely accept Just Energy or its retail energy and value-added products. The acceptance of Just Energy’s products may be adversely affected by Just Energy’s ability to offer a competitive value proposition, and customer concerns relating to product reliability and general resistance to change. Unfavorable publicity involving customer experiences with other REPs could also adversely affect Just Energy’s acceptance. Lastly, market acceptance could be affected by regulatory and legal developments. Failure to achieve deep market penetration may have material adverse effects on Just Energy’s business, financial condition and operating results.

The operation of the Company’s businesses is subject to cyber-based security and integrity risk. Attacks on the Company’s infrastructure that breach cyber/data security measures could expose the Company to significant liabilities, reputational damage, regulatory action, and disrupt business operations, which could have a material adverse effect on the Company’s business, operations, financial condition and operating results.

Just Energy’s business requires retaining important customer information that is considered private. Although Just Energy protects this information with restricted access and enters into cyber risk insurance policies, there could be a material adverse impact to the Company’s reputation and customer relations should such private information be compromised due to a cyber-attack on Just Energy’s information technology systems.

Just Energy’s vendors, suppliers and market operators rely on information technology systems to deliver services to Just Energy. These systems may be prone to cyber-attacks, which could result in market disruption and impact Just Energy’s business, financial condition and operating results.

Just Energy is also subject to federal, state, provincial and foreign laws regarding privacy and protection of data. Changes to such data protection laws may impose more stringent requirements for compliance and impose significant penalties for non-compliance. For example, on January 1, 2020, the California Consumer Privacy Act broadly expanded the rights of California consumers and requires companies that are subject to such legislation to be significantly more transparent about how they collect, use and disclose personal information. Any failure by Just Energy to comply with federal, state, provincial and foreign laws regarding privacy and protection of data could lead to significant fines and penalties imposed by regulators, as well as claims by customers. There can be no assurance that the limitations of liability in Just Energy’s contracts would be enforceable or adequate or would otherwise protect Just Energy from any such liabilities or damages with respect to any particular claim. The successful assertion of one or more large claims against Just Energy that exceeds its available insurance coverage could have a material adverse effect on Just Energy’s business, operating results, and financial condition.

The operation of Just Energy’s businesses relies on information technology systems and third party service providers. Failure of information technology systems or by third-party service providers could have a material adverse impact on Just Energy’s business, operations, financial condition and cash flows.

Just Energy relies on information technology systems to store critical information, generate financial forecasts, report financial results and make applicable securities law filings. Just Energy also relies on information technology systems to make payments to suppliers, pay commissions to brokers and independent contractors, enroll new customers, send monthly bills to customers and collect payments from customers. The partial or total failure of any these systems could have a material adverse effect on Just Energy’s business, operating results and or cause Just Energy to fail to meet its reporting obligations.

Just Energy has outsourcing arrangements to support its call center’s requirements for business continuity plans and independence for regulatory purposes, billing and settlement arrangements for certain jurisdictions. Contract data input is also outsourced as is some corporate business continuity, information technology development and disaster recovery

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functions. Should the outsourced counterparties not deliver their contracted services, Just Energy may experience service and operational gaps that could have a material adverse effect on Just Energy’s business, operating results and financial condition.

In certain jurisdictions in which Just Energy operates, the LDCs currently perform billing and collection services. If the LDCs cease to perform these services, Just Energy would have to seek a third party billing provider or develop internal systems to perform these functions. This could be time consuming and expensive, which could have a material adverse effect on Just Energy’s business, operating results and financial condition.

The Company’s retail operations rely on the infrastructure of local utilities or independent transmission system operators to provide electricity to, and to obtain information about, the Company’s customers. Any infrastructure failure could negatively impact the company’s revenue and customer satisfaction and could have a material adverse effect on the Company’s business and operations.

Customers are reliant upon the LDCs to deliver their contracted commodity. LDCs are reliant upon the continuing availability of their distribution infrastructure. Any disruptions in this infrastructure as a result of a hurricane or other weather event, act of terrorism, work stoppage due to the COVID-19 pandemic, cyber-attack or otherwise could result in counterparties’ default and, thereafter, Just Energy enacting the force majeure clauses of its contracts. Under such severe circumstances there could be no revenue or margin for the affected areas.

Additionally, any disruptions to Just Energy’s operations may also have a material adverse effect on Just Energy’s business, operating results and financial condition.

Although Just Energy has insurance policies that cover business interruption and natural calamities, in certain cases, the insurance coverage may not be sufficient to cover the potential loss in whole or in part. In particular, the extent to which COVID-19 impacts the Company’s business and operations, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the COVID-19 outbreak; the actions taken to contain or treat the COVID-19 outbreak.

The occurrence of any of the foregoing could have a material adverse effect on the Company’s business, operating results and financial condition.

Just Energy relies upon forecasts and models which could be materially different than actual results and could have a material adverse impact on Just Energy’s financial condition, operating results, cash flow and liquidity.

Just Energy relies upon forecasts and models because the approach to calculation of market value and customer forecasts requires data-intensive modelling used in conjunction with certain assumptions when independently verifiable information is not available. Although Just Energy uses industry standard approaches and validates its internally developed models, should underlying assumptions prove incorrect or an embedded modelling error go undetected in the vetting process, it could result in incorrect estimates and thereby have a material adverse impact on Just Energy’s financial condition, operating results, cash flow and liquidity.

Risks Related to Customer Credit

Just Energy’ customers may not be able to pay due to changes in Company’s assessment process for creditworthiness of customers or in the markets where LDCs collect the amounts for a fee, may not be able to do so. Also risks of fraud and deception by employees and customers may have a material adverse impact on Just Energy’s financial condition and liquidity.

Just Energy has customer credit risk in various markets where bills are sent directly to customers for energy consumption from Just Energy, including in Texas and Alberta. In addition, if the Company changes the criteria for assessing the creditworthiness of its customers, any such change could result in increased customer credit risk for Just Energy or a decrease in number of customers. If a significant number of direct bill customers were to default on their payments, including as a result of any changes to the Company’s criteria for assessing customer creditworthiness or the impact of

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COVID-19, it could have a material adverse effect on the financial condition, operating results, cash flow and liquidity of Just Energy.

For other customers, the LDCs provide collection services and assume the risk of any bad debts owing from Just Energy’s customers for a fee. There is no assurance that the LDCs that provide these services will continue to do so in the future or that current rates charged by LDCs will remain at the same level, which would mean that Just Energy may have to accept additional customer credit risk.

The Company is exposed to the risk of fraud, misconduct and other deceptive practices that could be committed by our customers, employees or other third parties engaged by us, including but not limited to fraudulent customer enrolments and invalid brokerage relationships. It is not always possible to deter fraud, misconduct or other deceptive practices and the Company’s systems that are in place to prevent and detect such activity may not be effective in all circumstances. Instances of fraud, misconduct or other deceptive practices could lead to, among other things, increased bad debts and/or payment of improper commissions by the Company, and generally could harm Just Energy’s reputation. Any fraud, misconduct or other deceptive practices that are perpetrated against the Company could have a material adverse effect on the financial condition, operating results, cash flow and liquidity of Just Energy.

Risks Related to Market Volatility

The trading price of the common shares has in the past been, and may in the future be, subject to significant fluctuations. Under the potential Stalking Horse Transaction, the common shares will be cancelled or redeemed and receive no consideration.

Prior to March 9, 2021, Just Energy’s common shares traded on the TSX and the NYSE. Following the CCAA filing by Just Energy, the TSX and NYSE halted trading of the common shares on the respective exchanges and commenced delisting proceedings. On March 16, 2021, Just Energy announced that it would voluntarily delist from the TSX and that it planned to be listed on the TSX-V. On March 22, 2021, Just Energy announced that it would not appeal the delisting of its common shares from the NYSE. As of March 23, 2021 and June 4, 2021, the common shares trade on the OTC Pink and the TSX-V, respectively. On May 19, 2022, Just Energy announced that the TSX Venture Exchange was transferring the Company’s listing from the TSX Venture Exchange to the NEX, effective at the opening of the market on Friday, May 20, 2022. The trading symbol for the Company changed from JE to JE.H. The trading price of the common shares has in the past been, and may in the future be, subject to significant fluctuations. These fluctuations may be caused by events related or unrelated to Just Energy’s operating performance and beyond its control. Under the potential Stalking Horse Transaction, the common shares will be cancelled or redeemed and receive no consideration.  If there is a winning bidder other than the Stalking Horse Purchaser under the SISP, any incremental value must first provide recovery to substantial general unsecured creditors and therefore, no assurance can be made that such bidder will provide a recovery for existing common shareholders. Factors such as the outcome of the SISP, actual or anticipated fluctuations in Just Energy’s operating results (including as a result of seasonality and volatility caused by mark to market accounting for commodity contracts), fluctuations in the share prices of other companies operating in business sectors comparable to those in which Just Energy operates, outcomes of litigation or regulatory proceedings, among other things, including due to the impact of COVID-19, may have a significant impact on the market price of the common shares. In addition, the stock market has experienced volatility, which often has been unrelated to the operating performance of Just Energy and other affected companies. These market fluctuations may materially and adversely affect the market price of the common shares, which may make it more difficult for shareholders to sell their common shares or their shares are cancelled or redeemed under the potential Stalking Horse transaction for no consideration.

Risks Related to Commodity Prices

Just Energy’s business is exposed to fluctuations in commodity prices, which could have a material adverse impact on Just Energy’s financial condition, operating results, cash flow and liquidity.

Just Energy’s cost to serve its retail energy customers is exposed to fluctuations in commodity prices, in particular natural gas and electricity. Although Just Energy enters into commodity derivative instruments with its suppliers to manage the commodity price risks, it is exposed to commodity price risk where estimated customer requirements do not match actual

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customer requirements. Furthermore, sudden and significant increase in customers’ consumption can require Just Energy to purchase or sell excess supply in the spot market. Spot market prices during periods of scarcity, such as the Weather Event, can be extremely volatile and being forced to purchase commodities in the spot market to meet customer demand can have a material adverse impact on Just Energy’s financial condition, operating results, cash flow and liquidity. Additionally, Just Energy may also suffer losses if it is required to sell excess supply in the spot market.

Furthermore, a sudden and significant drop in the commodity market price could result in an increase in customer attrition, regulatory pressure and resistance on enforcement of liquidated damages and/or enactment of provisions to reset the customer price to current market price levels. If this occurs it could have a material adverse impact on Just Energy’s financial condition, operating results, cash flow and liquidity.

Commodity volume imbalance could have a material adverse impact on Just Energy’s financial condition, operating results, cash flow and liquidity.

Depending on several factors, including weather, Just Energy’s customers may use more or less natural gas commodity than the volume purchased by Just Energy for delivery to them. Just Energy bears the financial responsibility, is exposed to market risk and, furthermore, may also be exposed to penalties by the “LDCs” for balancing customer volume requirements. Although Just Energy manages volume balancing risk through balancing language in some of its retail energy contracts, enters into weather options, and derivative structures to mitigate weather and volume balancing risk, and leverages natural gas storage facilities to manage daily delivery requirements, increased costs and/or losses resulting from occurrences of volume imbalance net of Just Energy’s risk management activities could have a material adverse impact on Just Energy’s financial condition, operating results, cash flow and liquidity.

During periods of extreme weather, such as the Weather Event, Just Energy’s obligations to serve its customers on a full requirement basis requires Just Energy to balance its commodity requirements in the spot market. Just Energy attempts to purchase additional supply through weather options and derivative structures (options, call rights, put rights etc.), which strategies are developed using empirical analysis. There can be no assurances that future periods of extreme weather will not be more severe than historical scenarios and the commodity balancing impact from extreme weather could have a material adverse impact on Just Energy’s financial condition, operating results, cash flow and liquidity.

During periods of extreme weather, such as the Weather Event, Just Energy’s obligations to serve its customers on a full requirement basis requires Just Energy to balance its commodity requirements in the spot market. Just Energy attempts to purchase additional supply through weather options and derivative structures (options, call rights, put rights etc.). There can be no assurances that weather options or derivative structures historically used by Just Energy will be available or the costs of such structures could have a material adverse impact on Just Energy’s financial condition, operating results, cash flow and liquidity.

Risks Related to Inflation, Recession, Interest Rates and Foreign Exchange Rates

Adverse economic conditions, including inflation, increased power and natural gas costs, foreclosures, impacts to our customer base and customer collections, and business failures, could have a material adverse impact on Just Energy.

Inflation may cause increases in certain operating and capital costs. The ability to control operating expenses is an important factor that will influence our future results. Rapid increases in the price of power or natural gas may cause Just Energy to experience a significant decrease in liquidity as LDCs, suppliers or ISOs require collateral postings or increased working capital.

Large fluctuations in interest rates could have a material adverse impact on the Company’s financial condition, operating results, cash flow and liquidity.

Just Energy is exposed to interest rate risk associated with its liabilities subject to compromise. The Federal Reserve Bank of United States and Bank of Canada began to increase benchmark interest rates in March 2022 and has indicated its intention to continue to raise benchmark interest rates throughout 2022 in an effort to curb the upward inflationary pressure

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on the cost of goods and services across the United States. Large fluctuations in interest rates and increases in interest costs could have a material adverse impact on Just Energy’s financial condition, operating results, cash flow and liquidity.

The mix of foreign currency denominated earnings and cashflow could have a material adverse impact on the Company’s financial condition.

Just Energy is exposed to foreign exchange risk to certain U.S. dollar denominated income and expenditures against Canadian dollar denominated income, expenditures and interest. Just Energy enters into foreign exchange derivative instruments to manage the operating cash flow risk on certain retail contracts. Currently, Just Energy does not enter into derivative instruments to manage foreign exchange translation risk. Large fluctuations in foreign exchange rates may have a significant impact on Just Energy’s financial condition.

Risks Related to Liquidity

Just Energy may not be able to extend, replace, refinance or repay its DIP Facility or debt obligations, which could have a material adverse impact on Just Energy’s business and financial condition.

Just Energy is at risk of not being able to settle its debt obligations, including under its DIP Facility. The DIP Facility has substantial restrictions and financial covenants and if the Company is unable to comply with the covenant requirements under the DIP Facility it could have a material adverse impact on the Company’s financial condition, operating results and cash flows. The Company has certain other debt obligations that have been stayed under the CCAA proceedings. If the stay under the CCAA proceedings is lifted, such action would have a material adverse impact on the Company’s financial condition, operating results, and cash flows. Just Energy may not be able to extend, replace or refinance its DIP Facility, complete the SISP and emerge from the CCAA proceedings. If liquidity is needed, the Company may not be able to access other external financial resources, and Just Energy may be required to cease operations, close down, sell or otherwise dispose of all or part of the business of Just Energy’s subsidiaries, any of which would have a material adverse impact on Just Energy’s business and financial condition.

The CCAA proceeding may adversely affect the Company’s business, relationships, operations, financial condition and reputation.

On March 9, 2021, the Company announced that it had sought and received creditor protection via Court Orders from the Ontario Court and from the Houston Court. On June 7, 2022, the Ontario Court extended the stay period until August 19, 2022. Just Energy may be unable to extend the stay period further. If Just Energy is unable to further extend the stay period, creditors would then be entitled to exercise their various rights and remedies against the Company and Just Energy may be required to cease operations, close down, sell or otherwise dispose of all or part of the business of Just Energy’s subsidiaries, any of which would have a material adverse impact on Just Energy’s business and financial condition.

Following the completion of the CCAA proceeding, it is possible that our having filed for CCAA protection and protection under Chapter 15, may adversely affect our business and relationships with customers, vendors, contractors or employees. This may result in suppliers, customers, and other contract counterparties terminating their relationship with the Company or requiring additional financial assurances or enhanced performance from the Company. Additionally, the CCAA proceeding may impact the Company’s ability to renew existing contracts, compete for new business, attract, motivate and/or retain key executive. The occurrence of one or more of these events may materially affect the Company’s business, operations, financial condition and reputation.

The DIP Facility has substantial restrictions and financial covenants and if the Company is unable to comply with the covenant requirements under the DIP Facility it could have a material adverse impact on the Company’s financial condition, operating results and cash flows.

In connection with the CCAA proceedings and in order to provide required liquidity during the CCAA process, on March 9, 2021, the Company entered into the DIP Facility.

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In addition to customary affirmative covenant obligations, the DIP Facility provides for certain information delivery requirements including every four weeks a new consolidated statement setting out the weekly projected cash flow forecasts of cash disbursements of the Company for a 13-week period from the date of delivery thereof. Additionally, the DIP Facility requires that there will be no negative variance in the Company’s actual expenditures from that set out in the most recently approved budget for the previous four weeks, in excess of 20% for each individual line item.

The DIP Facility also contains customary negative covenants restricting a certain number of the Company’s activities, including restrictions on the ability to incur indebtedness, incur liens, consummate certain fundamental changes, make investments, dispose of assets, enter into sale and lease transactions, and make restricted payments. Furthermore, the DIP Facility contains customary events of default, in addition to the negative budget variance discussed above, as well as certain other CCAA proceeding related events. In the event of default, the interest rate will increase by an additional 2% per annum until amounts owing under the DIP Facility are repaid in full.

If the Company is unable to comply with the covenant requirements under the DIP Facility, it could have a material adverse impact on the Company’s financial condition, operating results and cash flows.

The Company’s various lenders may take actions if the stay under the CCAA proceedings is lifted and such actions may have a material adverse impact on the Company’s financial condition, operating results, and cash flows.

The Company has certain debt obligations that are in default due to the CCAA proceedings. Pursuant to the Court Orders, the lenders have been stayed from taking any actions with respect to the default without court authorization. If the stay implemented pursuant to the Court Orders is lifted or expires and the Company’s lenders are able to take action with respect to the events of default caused by the filing of the CCAA proceedings, it could have a material adverse impact on the Company’s business, operating results, financial condition and liquidity.

The Company is subject to increased collateral requirements as a result of the CCAA proceedings, if the Company is unable to satisfy future collateral requirements it could have a material adverse impact on the Company’s financial condition, operating results and liquidity.

In several markets where Just Energy operates, payment is provided to Just Energy by LDCs only when the customer has paid the LDC for the consumed commodity, rather than when the commodity is delivered. Just Energy also manages natural gas storage facilities where Just Energy must inject natural gas in advance of payment. These factors, along with seasonality in energy consumption, create a working capital requirement necessitating the use of Just Energy’s available Liquidity. In addition, Just Energy and its subsidiaries are required to post collateral to LDCs certain commodity suppliers and ISOs. The filing under the CCAA caused Just Energy to have to post additional collateral to certain independent system operators and pipelines. Any significant changes in payment terms managed by LDCs, any increase in cost of carrying natural gas storage inventory, and any increase in collateral posting requirements could result in significant liquidity risk to Just Energy and could have a material adverse impact on the Company’s financial condition, operating results and liquidity.

Risks Related to Ownership of the common shares

Just Energy does not pay a dividend on the common shares and under the potential Stalking Horse Transaction, the common shares will be cancelled or redeemed for no consideration.

Just Energy may issue an unlimited number of common shares and up to 50,000,000 preferred shares. There are 48,078,637 common shares and no preferred shares currently issued and outstanding.  Just Energy does not pay a dividend on the common shares and cannot under the CCAA proceedings. Under the potential Stalking Horse Transaction, the common shares will be cancelled or redeemed and the common shareholders will receive no consideration.

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Risks Related to Counterparties

The Company is subject to counterparty risk, if a counterparty were to default on its contractual obligations, it could have a material adverse impact on the Company’s financial condition, operating results, cash flow and liquidity.

Just Energy enters into long-term derivative contracts with its counterparties. If a derivative counterparty were to default on its contractual obligations, Just Energy would be required to replace its contracted commodities or instruments at prevailing market prices, which may negatively affect the Company’s business, financial condition, cash flows or liquidity. Just Energy mitigates credit risk by procuring its derivatives from investment grade rated counterparties or requiring adequate financial assurance from unrated counterparties. While adequate financial assurances may offset Just Energy’s financial exposure to a counterparty, the counterparty default may have a material adverse impact on the Company’s financial condition, operating results, cash flow and liquidity.

Just Energy’s suppliers may fail to deliver commodities to Just Energy, which could have a material adverse impact on the Company’s financial condition, operating results, cash flow and liquidity.

Just Energy’s business model is based on contracting for supply of electricity or natural gas to deliver to its customers. Failure by Just Energy’s supply counterparties to deliver these commodities to Just Energy due to business failure, supply shortage, force majeure including as a result of COVID-19, or any other failure of such counterparties to perform their obligations under the applicable contracts would put Just Energy at risk of not meeting its delivery requirements with LDCs or ISOs, thereby resulting in penalties, price risk, liquidity and collateral risk. Just Energy attempts to mitigate supply delivery risk by diversifying its commodity procurement and purchasing from multiple suppliers. Following the filing under the CCAA, several of Just Energy’s supply counterparties terminated their supply agreements with Just Energy, limiting Just Energy’s ability to source supply from multiple counterparties. As a result, Just Energy may not be able to source supply from additional counterparties and may be limited to fewer suppliers especially in tight and illiquid markets. If any of the Company’s suppliers fail to deliver commodities or otherwise fail to perform under their contracts with Just Energy, it could have a material adverse impact on the Company’s financial condition, operating results, cash flow and liquidity.

Risks Related to Legal and Regulatory Requirements

Regulatory investigations or other administrative proceedings could expose us to significant liabilities and reputational damage that could have a material adverse effect on the Company’s business, operating results and financial condition.

Just Energy may receive complaints from consumers which may involve sanctions from regulatory and legal authorities. The most significant potential sanction is the suspension or revocation of a license which would prevent Just Energy from selling in a particular jurisdiction.

Litigation and legal proceedings could expose us to significant liabilities and reputational damage that could have a material adverse effect on the Company’s business, operating results and financial condition.

In addition to the litigation referenced herein (refer to Part I. Item 8. “Financial Statements and Supplementary Data”, Note 25(d), Commitment and Contingencies) (refer to Part I, Item 3 “Legal proceedings”) and occurring in the ordinary course of business, Just Energy may in the future be subject to additional class actions and other actions. This litigation is, and any such additional litigation could be, time consuming and expensive and could distract the executive team from the conduct of Just Energy’s business and may result in costly settlement arrangements. An adverse resolution or reputational damage of any specific lawsuit could have a material adverse effect on Just Energy’s business, financial condition or operating results and the ability to favorably resolve other lawsuits.

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The Company makes significant estimates and judgments in connection with the development of its financial statements. To the extent actual results are different than the estimates, it could result in a material adverse impact on the Company’s financial condition, operating results, cash flow and liquidity.

Just Energy makes accounting estimates and judgments in the ordinary course of business. Such accounting estimates and judgments will affect the reported amounts of Just Energy’s assets and liabilities as of the date of its financial statements and the reported amounts of its operating results during the periods presented. Additionally, Just Energy interprets the accounting rules in existence as at the date of its financial statements when the accounting rules are not specific to a particular event or transaction. If the underlying estimates are ultimately proven to be incorrect, or if Just Energy’s auditors or regulators subsequently interpret Just Energy’s application of accounting rules differently, subsequent adjustments could have a material adverse effect on Just Energy’s operating results for the period or periods in which the change is identified. Additionally, subsequent adjustments could require Just Energy to restate its historical financial statements. The occurrence of any of the foregoing could result in a material adverse impact on the Company’s financial condition, operating results, cash flow and liquidity.

Just Energy implements changes to accounting rules and interpretations as required in accordance with U.S. GAAP, there is no guarantee that such changes will not have a material adverse impact on Just Energy’s financial condition and operating results.

Implementation of and compliance with changes in accounting rules and interpretations could adversely affect Just Energy’s financial condition and operating results or cause unanticipated fluctuations in operating results in future periods. The accounting rules and regulations that Just Energy must comply with are complex and regularly changing. Any future changes to accounting rules and interpretations of such rules in accordance with U.S GAAP may have a material adverse impact on Just Energy’s financial condition and operating results.

Just Energy has reported material weakness in its financial statements. The inability of Just Energy to remedy such material weaknesses effectively could have a material adverse impact on Just Energy’s business, financial condition, operating results and liquidity.

Just Energy faces the risk of deficiencies in its internal control over financial reporting and disclosure controls and procedures. The Board of Directors, in coordination with the Audit Committee, is responsible for assessing the progress and sufficiency of internal control over financial reporting and disclosure controls and procedures, which are adjusted as necessary. Any deficiencies, if uncorrected, could result in Just Energy’s financial statements being inaccurate and may require future adjustments and/or restatements of historical financial statements. The occurrence of any of the foregoing could have a material adverse impact on Just Energy’s business, financial condition, operating results and liquidity.

General Risk Factors

The COVID-19 pandemic has had and could continue to have a material adverse impact on the Company’s business, financial condition, cash flow and operating results.

COVID-19 has had and could continue to have a material adverse impact on the Company’s business, including its financial condition, cash flow and operating results. COVID-19 was first reported in December 2019 and has since spread to over 200 countries and territories. In March 2020, the World Health Organization declared COVID-19 a pandemic and recommended containment and mitigation measures worldwide. The resulting emergency measures enacted by governments in Canada, the United States and around the world, caused material disruption to many businesses and the economies in Canada and the United States. As the pandemic and responses to it continue, the Company may experience further disruptions to commodities markets, supply chains and the health, availability and efficiency of the Company’s workforce, which could adversely affect its ability to conduct its business and operations and limit the Company’s ability to execute its business plan. Both the outbreak of the disease and measures taken to slow its spread have created significant uncertainty and economic volatility and disruption, which have impacted and may continue to impact the Company’s business, financial condition, cash flow and operating results. The ultimate impact will depend on future developments, including, among other things, the efficacy of the COVID-19 vaccines, the spread of vaccine resistant strains of the virus, ultimate duration of the COVID-19 pandemic, the depth and duration of the economic downturn and other economic

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effects of the COVID-19 pandemic, the consequences of governmental and other measures designed to prevent the spread of the COVID-19 pandemic, actions taken by governmental authorities, customers, lenders, contract counterparties, vendors and other parties with whom we have business relations and the timing and extent to which normal economic and operating conditions resume.

Public health crises, such as COVID-19, may have a material adverse impact on the Company’s operations.

Just Energy’s business, operations, financial condition and operating results could be materially adversely affected by the outbreak of epidemics, pandemics or other health crises, such as the outbreak of the COVID-19. Such public health crises can result in operational and supply chain delays and disruptions, global stock market and financial market volatility, declining trade and market sentiment, reduced movement of people and labor shortages, and travel and shipping disruption and shutdowns, including as a result of government regulation and prevention measures, or a fear of any of the foregoing, all of which could affect commodity prices, interest rates, credit ratings, credit risk and inflation.

Just Energy may experience business and operational interruptions relating to COVID-19 and other such events outside of the Company’s control, which could have a material adverse impact on the business, financial condition, operating results and the market for the securities.

In addition, Just Energy has certain back-office operations conducted by its affiliate located in India. The COVID-19 pandemic in India and resulting government measures have impacted Just Energy’s business and operations and may have a material adverse impact on the Company’s business if such operations are unable to run at full capacity.

The loss of the services of key management and personnel could adversely affect the Company’s ability to successfully operate its businesses.

Just Energy’s future success depends on, among other things, its ability to keep the services of its executives and to hire other highly qualified employees at all levels. Just Energy competes with other potential employers for employees and may not be successful in hiring and keeping the services of executives and other employees that it needs. The loss of the services of, or the inability to hire, executives or key employees could hinder Just Energy’s business operations and growth and adversely affect Just Energy’s ability to successfully operate its business.

Additionally, while the Company has modified or restricted certain business and workforce practices (including employee travel, presence at employee work locations, and physical participation in meetings, events, and conferences) to protect the health and safety of the Company’s workforce, and to conform to government orders and best practices encouraged by governmental and regulatory authorities, Just Energy depends on its workforce to operate its business and deliver products and services to its customers. If a large portion of the Company’s operational workforce were to contract COVID-19 or otherwise become unavailable, it could adversely affect the Company’s ability to successfully operate its business.

The conflict between Russia and Ukraine and the related disruptions to the global economy could adversely affect our business, financial condition, or results of operations.

The global economy has been negatively impacted by the recent conflict between Russia and Ukraine. Governments in the United States, United Kingdom, and European Union have imposed sanctions on certain products, industry sectors, and parties in Russia. Although we do not have any operations in Russia or Ukraine, we have experienced and may continue to experience increased costs for commodities due in part to the negative impact of the conflict on the global economy. If the conflict continues for an extended period of time, it could result in cyberattacks, supply chain disruptions, lower consumer demand, changes in foreign exchange rates, and other impacts, which may adversely affect our business, financial condition, or results of operations.

ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.PROPERTY AND EQUIPMENT

The Company maintains leased facilities for corporate headquarters in the U.S. and Canada and to conduct the Company’s business operations, which, to the best of the Company’s knowledge are in good condition and working order. Outside the corporate headquarters in Canada and the U.S., the Company does not have material property, plants and equipment.

Please also refer to Part II, Item 8, “Financial Statements and Supplementary Data”, Note 10 Property and Equipment of this Annual Report for a detailed description of different components of the property and equipment.

ITEM 3.LEGAL PROCEEDINGS

Just Energy and its subsidiaries are party to a number of legal proceedings. Other than as set out below, Just Energy believes that each proceeding constitutes legal matters that are incidental to the business conducted by Just Energy and that the ultimate disposition of the proceedings will not have a material adverse effect on its consolidated earnings, cash flows or financial position.

On March 9, 2021, Just Energy filed for and received creditor protection pursuant to the Court Order under the CCAA and similar protection under Chapter 15 in connection with the Weather Event. On September 15, 2021, the Ontario Court approved the Company’s request to establish a claims process to identify and determine claims against the Company and its subsidiaries that are subject to the ongoing Claims Procedure Order. As part of the CCAA proceedings and in accordance with the Claims Procedure Order, Just Energy continues to review and determine which claims will be allowed, modified or disallowed which may result in additional liabilities subject to compromise that are not currently reflected in the Consolidated Financial Statements (Part II, Item 8, “Financial Statements and Supplementary Data”). Currently, the total claims filed against Just Energy and its subsidiaries pursuant to the Claims Procedure Order are in excess of $14 billion, including approximately $1 billion in secured claims which include letters of credit. The previously disclosed class action against Just Energy, Just Energy Corp. and Just Energy Ontario L.P. with Haidar Omarali as plaintiff, and certain other class action claims, are subject to the Claims Procedure Order. Just Energy expects that the final amount of accepted unsecured claims will be much lower than the face amount of the filed claims. However, on August 4, 2022 Just Energy entered into the Stalking Horse Transaction Agreement with the Stalking Horse Purchaser and the SISP Support Agreement in connection with the SISP that is intended to facilitate its exit from the Company’s ongoing insolvency proceedings as a going concern. The Stalking Horse Transaction provides that certain secured creditors will receive cash payments and/or equity in exchange for their debt, and existing equityholders’ interests will be cancelled or redeemed for no consideration.  In addition, no amounts will be available for distribution to the Just Energy Entities’ general unsecured creditors, including the previously disclosed class action against Just Energy, Just Energy Corp. and Just Energy Ontario L.P. with Haidar Omarali as plaintiff, and certain other class action claims.

On July 23, 2019, Just Energy announced that, as part of its Strategic Review process, management identified customer enrolment and non–payment issues, primarily in Texas. In response to this announcement, and in some cases in response to this and other subsequent related announcements, putative class action lawsuits were filed in the United States District Court for the Southern District of New York, in the United States District Court for the Southern District of Texas and in the Ontario Court, on behalf of investors that purchased Just Energy Group Inc. securities during various periods, ranging from November 9, 2017 through August 19, 2019. The U.S. lawsuits have been consolidated in the United States District Court for the Southern District of Texas with one lead plaintiff and the Ontario lawsuits have been consolidated with one lead plaintiff. The U.S. lawsuit seeks damages allegedly arising from violations of the United States Securities Exchange Act. The Ontario lawsuit seeks damages allegedly arising from violations of Canadian securities legislation and of common law. The Ontario lawsuit was subsequently amended to, among other things, extend the period to July 7, 2020. On September 2, 2020, pursuant to Just Energy’s plan of arrangement, the Superior Court of Justice (Ontario) ordered that all existing equity class action claimants shall be irrevocably and forever limited solely to recovery from the proceeds of the insurance policies payable on behalf of Just Energy or its directors and officers in respect of any such existing equity class action claims, and such existing equity class action claimants shall have no right to, and shall not, directly or indirectly, make any claim or seek any recoveries from any of the released parties or any of their respective current or former officers and directors in respect of any existing equity class action claims, other than enforcing their rights to be paid by the applicable insurer(s) from the proceeds of the applicable insurance policies. Pursuant to the CCAA proceedings, these

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proceedings have been stayed. Just Energy denies the allegations and will vigorously defend against these claims if they proceed.

On November 12, 2021, Just Energy, along with the Just Energy Parties, initiated the ERCOT Lawsuit against ERCOT and the PUCT in the Houston Court. The Lawsuit seeks to recover payments that were made by the Just Energy Parties to ERCOT for certain invoices relating to the Weather Event. On February 2, 2022, the Houston Court dismissed the Lawsuit against the PUCT.

ITEM 4.MINE SAFETY DISCLOSURE

Not applicable.

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PART II

ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The common shares of the Company were halted from trading on the TSX on March 9, 2021 and the Company delisted from the TSX on June 3, 2021. The Company listed its common shares on the TSX-V as of June 4, 2021 under the symbol “JE”. In addition, the Company was delisted from the NYSE on March 22, 2021 and was listed on the OTC under the symbol “JENGQ” on March 23, 2021.

On May 19, 2022, the common shares of the Company were transferred from the TSX Venture Exchange to the NEX and are trading under the symbol “JE.H.”. The Company’s common shares continue to trade on the OTC Pink Market under the symbol “JENGQ”.

Market information and holders

The Company’s common shares trade on the NEX under the symbol “JE.H” and on the OTC under the symbol “JENGQ”. As of August 4, 2022, the closing market price of our common shares was C$0.33 per share, and there were approximately 30 holders of record.

Dividends

Just Energy does not pay a dividend on its common shares and we are not allowed to pay dividends under the CCAA proceedings. Under the potential Stalking Horse Transaction, the common shares will be cancelled or redeemed and common shareholders will receive no consideration.

Purchases of equity securities by the issuer and affiliated purchasers

Not applicable.

ITEM 6.[RESERVED]

[Reserved]

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following MD&A is a review of the financial condition and operating results of Just Energy for the three months and year ended March 31, 2022. This MD&A has been prepared with all information available up to and including August 4, 2022. This MD&A should be read in conjunction with Just Energy’s Consolidated Financial Statements for the year ended March 31, 2022 (Part II, Item 8, “Financial Statements and Supplementary Data”). The financial information contained herein has been prepared in accordance with U.S. GAAP. All dollar amounts are expressed in US dollars unless otherwise noted. The annual report and supplementary information can be found on Just Energy’s corporate website at investors.justenergy.com. Additional information can be found on SEDAR at www.sedar.com or on the SEC website at www.sec.gov.

COMPANIES’ CREDITIORS ARRANGEMENT AND CHAPTER 15 PROCEEDINGS

In February 2021, the State of Texas experienced the Weather Event. The Weather Event led to increased electricity demand and sustained high prices from February 13, 2021 through February 20, 2021. As a result of the losses sustained and without sufficient liquidity to pay the corresponding invoices from the ERCOT when due, and accordingly, on March 9, 2021, Just Energy applied for and received Court Orders under the CCAA from the Ontario Court and under Chapter 15 in the U.S. from the Houston Court. Protection under the Court Orders allows Just Energy to operate while it restructures its capital structure.

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As part of the CCAA filing, the Company entered into a $125.0 million DIP Facility financing with certain affiliates of PIMCO (refer to Part II, Item 8, “Financial Statements and Supplementary Data”, Note 16(a) and Note 26 Related Party Transactions). The Company also entered into qualifying support agreements with its largest commodity supplier and ISO services provider. The filings and associated DIP Facility arranged by the Company, enabled Just Energy to continue all operations without interruption throughout the U.S. and Canada and to continue making payments required by ERCOT and satisfy other regulatory obligations.

On September 15, 2021, the Ontario Court approved the Company’s request to establish a claims process to identify and determine claims against the Company and its subsidiaries that are subject to the ongoing Claims Procedure Order. As part of the CCAA proceedings and in accordance with the Claims Procedure Order, Just Energy continues to review and determine which claims will be allowed, modified or disallowed, which may result in additional liabilities subject to compromise that are not currently reflected in the Consolidated Financial Statements (refer to Part II, Item 8, “Financial Statements and Supplementary Data” Note 25(d) Commitments and Contingencies).

Plan Support Agreement

As previously disclosed, in connection with the CCAA filing, on May 12, 2022, the Company, the Stalking Horse Purchaser and certain other parties thereto, entered into a plan support agreement (the “Plan Support Agreement”). Upon the execution of the SISP Support Agreement (as defined below), the Plan Support Agreement and the transactions contemplated thereunder were automatically terminated pursuant to its terms.

The Plan Support Agreement contemplated the implementation of a recapitalization and financial restructuring of the Just Energy Entities through: (i) a reorganization of the Just Energy Entities, (ii) a rights offering for the issuance of approximately $192.5 million of new common equity which would be backstopped by the Stalking Horse Purchaser pursuant to the Backstop Commitment Letter, (iii) the issuance of new preferred equity, which would be owned entirely by the Stalking Horse Purchaser, and new common equity, (iv) the cancellation for no consideration of all outstanding shares of the Company and (v) the entry into the new credit agreement and the new intercreditor agreement.

The Plan Support Agreement contained certain covenants on the part of the parties thereto, as well as certain conditions to the obligations of such parties and for termination upon the occurrence of certain events, including, without limitation, the failure to achieve certain milestones and certain breaches by the parties under the Plan Support Agreement.

Backstop Commitment Letter

Also, as previously disclosed, in connection with the Plan Support Agreement, on May 12, 2022, the Stalking Horse Purchaser entered into a Backstop Commitment Letter (the “Backstop Commitment Letter”) with Just Energy (U.S.) Corp., pursuant to which the Stalking Horse Purchaser (the “Backstop Parties”) agreed to backstop the approximately $192.5 million rights offering contemplated by the Plan Support Agreement. Upon the execution of the SISP Support Agreement (as defined below), the Backstop Commitment Letter and the transactions contemplated thereunder were automatically terminated pursuant to its terms.

Under the Backstop Commitment Letter, the Backstop Parties agreed, subject to the terms and conditions of the Backstop Commitment Letter, to (i) purchase new common equity of the new parent company of the Just Energy Entities, (ii) subscribe for and receive its pro rata share of any unsubscribed new common equity in the rights offering and (iii) subscribe for and receive its pro rata share of new common equity in the rights offering upon the failure by another participant to fulfill its subscription obligations by the participation deadline. The issuance of the new common equity under the rights offering will represent in the aggregate 80% of the new common equity of the new parent company of the Just Energy Entities.

Under the Backstop Commitment Letter, Just Energy (U.S.) Corp. agreed to issue and deliver 10% of the outstanding new common shares on the effective date, which would have constituted backstop commitment fee shares. In addition, Just Energy (U.S.) Corp. agreed to pay a termination fee of $15 million to the Backstop Parties if the Plan Support Agreement is terminated under certain circumstances. Pursuant to the Backstop Commitment Letter, the term loan lenders of the Just Energy Entities were entitled to participate in the rights offering as backstop parties for their pro rata shares of new common equity. The Backstop Parties’ commitments to backstop the rights offering and the other transactions contemplated by the

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Backstop Commitment Letter were conditioned upon the satisfaction of all applicable conditions set forth in the Backstop Commitment Letter.

PROPOSED SALE AND INVESTMENT SOLICITATION PROCESS AND STALKING HORSE TRANSACTION

On August 4, 2022, the Company entered into a stalking horse transaction agreement (the “Stalking Horse Transaction Agreement”) with the Stalking Horse Purchaser and a support agreement (the “SISP Support Agreement”) in connection with the SISP that is intended to facilitate its exit from the Company’s ongoing insolvency proceedings as a going concern.

Under the SISP, interested parties are invited to participate in accordance with the approved SISP procedures. If one or more qualified bids (other than the transaction contemplated by the Stalking Horse Transaction) are received by September 29, 2022, then Just Energy intends to proceed with an auction to determine the successful bid(s), subject to the terms of the approved SISP procedures. If the Stalking Horse Purchaser is determined to be the successful bidder at the conclusion of the SISP and is subsequently approved by the Court, the Stalking Horse Purchaser will become the sole shareholder of Just Energy (U.S.) Corp., which will be the new parent company of all of the Just Energy Entities, including the Company, and the Just Energy Entities will continue their business and operations as a going concern.

The SISP Support Agreement further contemplates the entry into the Stalking Horse Transaction pursuant to the Stalking Horse Transaction Agreement, under which, among other things, (A) the Stalking Horse Purchaser agreed to act as a “stalking horse” bidder with respect to the SISP, (B) the existing common shares and all other equity interests of the Company would be cancelled or redeemed for no consideration, (C) the issuance of new common equity and new preferred equity of the new parent company of the Just Energy Entities, which will be owned entirely by certain affiliates of the Stalking Horse Purchaser, and (v) the entry into a new credit agreement and a new intercreditor agreement on the terms set forth in the term sheets appended to the SISP Support Agreement.

The SISP Support Agreement contains certain covenants on the part of the parties thereto, as well as certain termination rights upon the occurrence of certain events, including, without limitation, (i) the failure to achieve certain milestones and certain breaches by the parties under the SISP Support Agreement and (ii) the Stalking Horse Purchaser not being the successful bidder under the SISP procedures. Additionally, upon the execution of the SISP Support Agreement, each of the Plan Support Agreement, the Backstop Commitment Letter and the transactions contemplated thereunder were automatically terminated.

Key terms of the Stalking Horse Transaction include:

The Stalking Horse Purchaser will become the sole shareholder of Just Energy (U.S.) Corp., which will be the new parent company of all of the Just Energy Entities, including the Company, and the Just Energy Entities will continue their business and operations as a going concern.
The purchase price payable pursuant to the Stalking Horse Transaction is (i) $184.9 million in cash; plus (ii) a credit bid of approximately $230 million plus accrued interest of secured claims assigned to the Stalking Horse Purchaser; plus (iii) the assumption of Assumed Liabilities (as defined below), including up to CAD$10 million owing under the Company’s first lien credit facility (the “Credit Facility Remaining Debt”) to remain outstanding under an amended and restated credit agreement.
Post-filing claims, the Credit Facility Remaining Debt, claims by energy regulators, and certain other liabilities enumerated in the Stalking Horse Transaction Agreement (“Assumed Liabilities”) will continue to be liabilities of the Just Energy Entities following consummation of the Stalking Horse Transaction. Excluded liabilities and assets of the Just Energy Entities will be discharged from the Just Energy Entities pursuant to an Approval and Vesting Order to be sought subject to the Stalking Horse Transaction being the successful bid in the SISP.
No amounts will be available for distribution to the Just Energy Entities’ general unsecured creditors, including the Term Loan lenders.
All currently outstanding shares, options and other equity of Just Energy will be cancelled or redeemed for no consideration and without any vote of the existing shareholders.

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A break-up fee of $14.7 million to be paid to the Stalking Horse Purchaser upon the consummation of an Alternative Restructuring Proposal (as defined in the Transaction Agreement) in the event of termination of the Transaction Agreement in certain specified circumstances.

The parties’ obligations under the Stalking Horse Transaction Agreement are conditioned upon the satisfaction or waiver of all applicable conditions set forth in the Stalking Horse Transaction Agreement, including, among others, the entry by the Court of the SISP Order and the Vesting Order, the completion of the Implementation Steps by the Just Energy Entities, the receipt of all required Transaction Regulatory Approvals (as defined in the Transaction Agreement) and that upon the consummation of the Transaction, no Just Energy Entity will be a reporting issuer (or equivalent) under any United States or Canadian securities laws.

On June 7, 2022, the Ontario Court extended the stay until August 19, 2022. The stay extension allows the Company to continue to operate in the ordinary course of business while pursuing its proposed restructuring plan.

On May 19, 2022, the common shares of the Company were transferred from the TSX Venture Exchange to the NEX and are trading under the symbol “JE.H.”.  The Company’s common shares continue to trade on the OTC Pink Market under the symbol “JENGQ”.

WEATHER EVENT RELATED UPLIFT SECURITIZATION PROCEEDS

On June 16, 2021, HB 4492 became law in Texas. HB 4492 provides a mechanism for recovery of certain Weather Event Costs, incurred by various parties, including the Company, during the Weather Event, through certain securitization structures.

On October 13, 2021, the PUCT approved the Final Order authorizing the securitization of certain Weather Event Costs by ERCOT. On December 7, 2021, ERCOT filed its calculation with the PUCT in accordance with the PUCT Final Order implementing HB 4492. The Company received $147.5 million in June 2022.

SALE OF ECOBEE INVESTMENTS

On December 1, 2021, Generac completed the acquisition of all issued and outstanding shares of ecobee, including all of the ecobee shares held by the Company. The Company held approximately 8% of the ecobee shares. The Company received $12.3 million cash and 80,281 shares of Generac common stock. The Company subsequently sold all of the Generac shares for a sum of $28.4 million during December 2021, resulting in total consideration of approximately $40.7 million. This sale has resulted in a gain on investment of $15.0 million recorded in the Consolidated Statement of Operations for the year ended March 31, 2022. The Company could receive up to an additional $8.0 million in Generac stock during 2022 and 2023, provided that certain performance targets are achieved by ecobee.

Forward-looking information

This MD&A may contain forward-looking statements, including, without limitation, statements with respect to the CCAA proceedings. These statements are based on current expectations that involve several risks and uncertainties which could cause actual results to differ from those anticipated. These risks include, but are not limited to, risks with respect to: the ability of the Company to continue as a going concern; the outcome of proceedings under the CCAA and similar proceedings in the United States, including the SISP; the outcome of any potential litigation with respect to the Weather Event, the outcome of any invoice dispute with ERCOT; the Company’s discussions with key stakeholders regarding the CCAA proceedings; the impact of the evolving COVID-19 pandemic on the Company’s business, operations and sales; uncertainties relating to the ultimate spread, severity and duration of COVID-19 and related adverse effects on the economies and financial markets of countries in which the Company operates; the ability of the Company to successfully implement its business continuity plans with respect to the COVID-19 pandemic; the Company’s ability to access sufficient capital to provide liquidity to manage its cash flow requirements; general economic, business and market conditions; the ability of management to execute its business plan; levels of customer natural gas and electricity consumption; extreme weather conditions; rates of customer additions and renewals; customer credit risk; rates of customer attrition; fluctuations in natural gas and electricity prices; interest and exchange rates; actions taken by governmental authorities including energy marketing regulation; increases in taxes and changes in government regulations and incentive programs; changes in regulatory regimes; results of litigation and decisions by regulatory authorities; competition; and

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dependence on certain suppliers. Additional information on these and other factors that could affect Just Energy’s operations or financial results are included in Just Energy’s annual information form and other reports on file with U.S. Securities and Exchange Commission website at www.sec.gov or Canadian securities regulatory authorities which can be accessed through the SEDAR website at www.sedar.com and on the U.S. Securities and Exchange Commission’s website at www.sec.gov or through Just Energy’s website at investors.justenergy.com.

Company overview

Just Energy is a CBCA corporation created on January 1, 2011, pursuant to a plan of arrangement approved by unitholders of the Just Energy Income Fund on June 29, 2010, and by the Alberta Court of the Queen’s Bench on June 30, 2010. Just Energy is a retail energy provider specializing in electricity and natural gas commodities, energy efficient solutions, carbon offsets and renewable energy options. Operating in the U.S. and Canada, Just Energy serves both residential and commercial customers, providing homes and businesses with a broad range of energy solutions that deliver comfort, convenience and control. Just Energy is the parent company of Amigo Energy, Filter Group, Hudson Energy, Interactive Energy Group, Tara Energy and Terrapass.

On May 19, 2022, the common shares of the Company were transferred from the TSX Venture Exchange to the NEX and are trading under the symbol “JE.H.”. The Company’s common shares continue to trade on the OTC Pink Market under the symbol “JENGQ”.

Graphic

Continuing operations overview

MASS MARKETS SEGMENT

The Mass Markets segment includes customers acquired and served under the Just Energy, Tara Energy, Amigo Energy and Terrapass brands. Marketing of the energy products of this segment is primarily done through the digital and retail sales channels. Mass Market customers make up 73% of Just Energy’s Base Gross Margin, which is currently focused on price–protected and flat–bill product offerings, as well as JustGreen products. To the extent that certain customers are better served by shorter–term or enhanced variable rate products, the Mass Markets segment’s sales channels offer these products.

Just Energy also provides home water filtration systems with its line of consumer product and service offerings through Filter Group.

COMMERCIAL SEGMENT

The Commercial segment includes customers acquired and served under Hudson Energy, as well as brokerage services managed by Interactive Energy Group. Hudson Energy sales are made through three main channels: brokers, in-person commercial independent contractors and inside commercial sales representatives. Commercial customers make up 27% of Just Energy’s Base Gross Margin. Products offered to Commercial customers range from standard fixed–price offerings to “one off” offerings, tailored to meet the customer’s specific needs. These products can be fixed or floating rate or a blend of the two, and normally have a term of less than five years. Base Gross Margin per RCE for this segment is lower than it is for the Mass Markets segment, but customer acquisition costs and ongoing customer care costs per RCE are lower as well. Commercial customers also have significantly lower attrition rates than Mass Markets customers.

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ABOUT JUST ENERGY’S PRODUCTS

Just Energy offers products and services to address customers’ essential needs, including electricity and natural gas commodities, energy efficient solutions, carbon offsets and renewable energy options as well as water quality and filtration devices.

Electricity

Just Energy services various states and territories in the U.S. and Canada with electricity. A variety of electricity solutions are offered, including fixed–price, flat–bill and variable–price products on both short–term and longer–term contracts. Most of these products provide customers with price–protection programs for the majority of their electricity requirements. Just Energy uses historical usage data for enrolled customers to predict future customer consumption and to help with long–term supply procurement decisions. Flat–bill products offer customers the ability to pay a fixed amount per period regardless of usage.

Just Energy purchases electricity supply from market counterparties for Mass Markets and Commercial customers based on forecasted customer aggregation. Electricity supply is generally purchased concurrently with the execution of a contract for larger Commercial customers. Historical customer usage is obtained from LDCs, which, when normalized to average weather, provides Just Energy with expected normal customer consumption. Just Energy mitigates exposure to weather variations through active management of the electricity portfolio and the purchase of options, including weather derivatives. Just Energy’s ability to successfully mitigate weather effects is limited by the degree to which weather conditions deviate from normal and the availability and costs of such options. To the extent that balancing electricity requirements are outside the forecasted purchases, Just Energy bears the financial responsibility for excess or short supply caused by fluctuations in customer usage. Any supply balancing not fully covered through customer pass–throughs, active management or the options employed may increase or decrease Just Energy’s Base Gross Margin depending upon market conditions at the time of balancing.

Natural gas

Just Energy offers natural gas customers a variety of products ranging from five–year fixed–price contracts to month–to–month variable–price contracts. Gas supply is purchased from market counterparties based on forecasted consumption. For larger Commercial customers, gas supply is generally purchased concurrently with the execution of a contract. Variable rate products allow customers to maintain flexibility while retaining the ability to lock into a fixed price at their discretion. Flat–bill products offer customers the ability to pay a fixed amount per period regardless of usage or changes in the price of the commodity.

The LDCs provide historical customer usage which, when normalized to average weather, enables Just Energy to purchase the expected normal customer consumption. Just Energy mitigates exposure to weather variations through active management of the gas portfolio, which involves, but is not limited to, the purchase of options, including weather derivatives. Just Energy’s ability to successfully mitigate weather effects is limited by the degree to which weather conditions deviate from normal and the availability and costs of such options. To the extent that balancing requirements are outside the forecasted purchase, Just Energy bears the financial responsibility for fluctuations in customer usage. To the extent that supply balancing is not fully covered through active management or the options employed, Just Energy’s Base Gross Margin may increase or decrease depending upon market conditions at the time of balancing.

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Territory

Gas delivery method

Manitoba, Ontario, Quebec and Michigan

The volumes delivered for a customer typically remain constant throughout the year. Revenues are not recognized until the customer consumes the gas. During the winter months, gas is consumed at a rate that is greater than delivery, resulting in accrued gas receivables, and, in the summer months, deliveries to LDCs exceed customer consumption, resulting in gas delivered in excess of consumption. Just Energy receives cash from the LDCs as the gas is delivered.

Alberta, British Columbia, Saskatchewan, California, Illinois, Indiana, Maryland, New Jersey, New York, Ohio and Pennsylvania

The volume of gas delivered is based on the estimated consumption and storage requirements for each month. The amount of gas delivered in the months of October to March is higher than in the months of April to September. Cash flow received from most of these markets is greatest during the fall and winter quarters, as cash is normally received from the LDCs in the same period as customer consumption.

JustGreen

Many customers have the ability to choose an appropriate JustGreen program to supplement their electricity and natural gas, providing an effective method to offset their carbon footprint associated with the respective commodity consumption.

JustGreen’s electricity products offer customers the option of having all or a portion of the volume of their electricity usage sourced from renewable green sources such as wind, solar, hydropower or biomass, via power purchase agreements and renewable energy certificates. JustGreen programs for gas customers involve the purchase of carbon offsets from carbon capture and reduction projects. Additional green products allow customers to offset their carbon footprint without buying energy commodity products and can be offered in all states and provinces without being dependent on energy deregulation.

Just Energy currently sells JustGreen electricity and gas in eligible markets across North America. Of all mass market customers who contracted with Just Energy in the past year, 40% purchased JustGreen for some or all of their energy needs. On average, these customers elected to purchase 93% of their consumption as green supply. For comparison, as reported for the trailing 12 months ended March 31, 2021, 37% of Mass Market customers who contracted with Just Energy chose to include JustGreen for an average of 98% of their consumption. As at March 31, 2022, JustGreen makes up 24% of the Mass Market electricity portfolio, compared to 25% in the year ago period. JustGreen makes up 24% of the Mass Market gas portfolio, compared to 17% in the year ago period.

Terrapass

Through Terrapass, customers can offset their environmental impact by purchasing high quality environmental products. Terrapass supports projects throughout North America and world–wide that destroy greenhouse gases, produce renewable energy and restore freshwater ecosystems. Each project is made possible through the purchase of carbon offsets, renewable energy credits and BEF Water Restoration Certificates®. Terrapass offers various purchase options for Mass Markets or Commercial customers, enabling businesses to incorporate seamless carbon offset options by providing marketing and product integration solutions.

Non–U.S. GAAP financial measures

Just Energy’s Consolidated Financial Statements (Part II, Item 8, “Financial Statements and Supplementary Data”) are prepared in accordance with U.S. GAAP. The financial measures that are defined below do not have a standardized meaning prescribed by U.S. GAAP and may not be comparable to similar measures presented by other companies. These financial measures should not be considered as an alternative to, or more meaningful than, net income (loss), cash flow from operating activities and other measures of financial performance as determined in accordance with U.S. GAAP; however, the Company believes that these measures are useful in providing relative operational profitability of the Company’s business.

BASE GROSS MARGIN

“Base Gross Margin” represents gross margin adjusted to exclude the effect of unrealized gains (losses) on derivative instruments, the one–time impact of the Weather Event, and the one–time non–recurring sales tax settlement. Base Gross

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Margin is a key measure used by management to assess performance and allocate resources. Management believes that these realized gains (losses) on derivative instruments reflect the long–term financial performance of Just Energy and thus have included them in the Base Gross Margin calculation.

BASE EBITDA

“Base EBITDA” refers to EBITDA adjusted to exclude the impact of unrealized mark to market gains (losses) arising from U.S. GAAP requirements for derivative instruments, Reorganization Costs, share–based compensation, impairment of goodwill, intangible, inventory and others, Strategic Review costs, restructuring costs, gain on investment, realized gains (losses) related to gas held in storage until gas is sold, and non–controlling interest. This measure reflects operational profitability as the impact of the gain on investment, impairment of inventory and Reorganization Costs are one–time non–recurring events. Non–cash share–based compensation expense is treated as an equity issuance for the purposes of this calculation as it will be settled in common shares; the unrealized mark to market gains (losses) are associated with supply already sold in the future at fixed prices; and, the unrealized mark to market gains (losses) of weather derivatives are not related to weather in the current period.

Just Energy tries to ensure that customer margins are protected by entering into fixed–price supply contracts. Under U.S. GAAP, the customer contracts are not marked to market; however, there is a requirement to mark to market the future supply contracts. This creates unrealized and realized gains (losses) depending upon current supply pricing. Management believes that the unrealized mark to market gains (losses) do not impact the long–term financial performance of Just Energy and has excluded them from the Base EBITDA calculation.

Just Energy uses derivative instruments to hedge the gas held in storage for future delivery to customers. Under U.S GAAP, the customer contracts are not marked to market: however, there is a requirement to report the realized gains (losses) in the current period instead of recognizing them as a cost of inventory until delivery to the customer. Just Energy excludes the realized gains (losses) to EBITDA during the injection season and includes them during the withdrawal season in accordance with the customers receiving the gas. Management believes that including the realized gains (losses) during the withdrawal season when the customers receive the gas is more reflective of the operations of the business.

Just Energy recognizes the incremental acquisition costs of obtaining a customer contract as an asset since these costs would not have been incurred if the contract was not obtained and are recovered through the consideration collected from the contract. Commissions and incentives paid for commodity contracts and value–added products contracts are capitalized and amortized over the term of the contract. Amortization of these costs with respect to customer contracts is included in the calculation of Base EBITDA (as selling commission expenses). Amortization of incremental acquisition costs on value–added product contracts is excluded from the Base EBITDA calculation as value–added products are considered to be a lease asset akin to a fixed asset whereby amortization or depreciation expenses are excluded from Base EBITDA.

FREE CASH FLOW AND UNLEVERED FREE CASH FLOW

Free cash flow represents cash flow from operations less maintenance capital expenditures. Unlevered free cash flow represents free cash flows plus interest expense excluding the non–cash portion.

EMBEDDED GROSS MARGIN (“EGM”)

EGM is a rolling five–year measure of management’s estimate of future contracted energy and product gross margin. The commodity EGM is the difference between existing energy customer contract prices and the cost of supply for the remainder of the term, with appropriate assumptions for commodity RCE attrition and renewals. The product gross margin is the difference between existing value–added product customer contract prices and the cost of goods sold on a five–year undiscounted basis for such customer contracts, with appropriate assumptions for value–added product attrition and renewals. It is assumed that expiring contracts will be renewed at target margin renewal rates.

EGM indicates the gross margin expected to be realized over the next five years from existing customers. It is intended only as a directional measure for future gross margin. It is neither discounted to present value nor is it intended to consider administrative and other costs necessary to realize this margin.

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Table of Contents

Financial and operating highlights

For the three months ended March 31.

(thousands of dollars, except where indicated and per share amounts)

    

    

% increase

    

Fiscal 2022

(decrease)

    

Fiscal 2021

Revenue

$

582,680

 

7

%  

$

543,975

Base Gross Margin1

 

81,248

 

(22)

%  

 

103,573

Administrative expenses2

 

27,651

 

14

%  

 

24,255

Selling commission expenses

 

19,437

 

(13)

%  

 

22,333

Selling non-commission and marketing expense

 

13,459

 

21

%  

 

11,125

Provision for expected credit loss

 

8,188

 

42

%  

 

5,753

Reorganization Costs

41,003

3

%  

39,814

Interest expense

 

9,394

 

(29)

%  

 

13,297

Impairment of goodwill, intangible assets and other

10,377

(89)

%  

91,451

Income (Loss) for the period

300,450

NMF

3

(306,558)

Base EBITDA1

 

12,913

 

(70)

%  

 

43,390

RCE Mass Markets count

 

1,201,000

 

5

%

 

1,147,000

RCE Mass Markets net adds

27,000

NMF

3

(40,000)

RCE Commercial count

 

1,554,000

 

(13)

%

 

1,789,000

1 See “Non–U.S. GAAP financial measures” above.

2 Includes $0.1 million of Strategic Review costs for the fourth quarter of fiscal 2021.

3 Not a meaningful figure.

Revenue increased by 7% to $582.7 million for the three months ended March 31, 2022 compared to $544.0 million for the three months ended March 31, 2021. The increase was primarily driven by an increase in the Texas mass market customer base and higher commercial revenue in Canada.

Base Gross Margin decreased by 22% to $81.3 million for the quarter ended March 31, 2022 compared to $103.6 million for the quarter ended March 31, 2021. The decrease was primarily driven by unfavorable impact from higher supply cost.

Base EBITDA decreased by 70% to $12.9 million for the three months ended March 31, 2022 compared to $43.4 million for the three months ended March 31, 2021. The decrease was primarily driven by lower Base Gross Margin and higher administrative expenses, investment in digital marketing and sales agent costs, and provision for expected credit loss.

Administrative expenses increased by 14% to $27.7 million for the three months ended March 31, 2022 compared to $24.3 million to the three months ended March 31, 2021. The increase was primarily driven by lower incentive compensation accruals in prior year and certain billing costs that were reported under Base Gross Margin in the previous year.

Selling commission expenses decreased by 13% to $19.4 million for the three months ended March 31, 2022 compared to $22.3 million for the three months ended March 31, 2021. The decrease was primarily due to lower in-person and commercial sales in prior periods.

Selling non–commission and marketing expenses increased by 21% to $13.5 million for the three months ended March 31, 2022 compared to $11.1 million for the three months ended March 31, 2021. The increase was driven by investment in digital marketing and sales agent costs to drive customer additions and retention.

Provision for expected credit loss increased by 42% to $8.2 million for the three months ended March 31, 2022 compared to $5.8 million for the three months ended March 31, 2021. The increase in provision for expected credit loss was driven from the higher revenues in Texas mass market from an increase in customer base and release of credit reserves in the prior year, for Mass Markets partially offset by the release of credit reserves for Commercial in the current period.

Reorganization Costs include professional and advisory costs of $17.8 million, $1.5 million for the KERP and $21.7 million in prepetition claims, contract terminations and other costs.

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Table of Contents

Interest expense decreased by 29% to $9.4 million for the three months ended March 31, 2022 compared to $13.3 million for the three months ended March 31, 2021. The decrease is due to no longer using supplier financing on current payables and no longer accruing interest expense on the Term Loan due to the CCAA proceedings, offset by interest expense on the DIP Facility.

Income from continuing operations was $300.5 million for the three months ended March 31, 2022, compared to a loss from continuing operations of $306.6 million during the three months ended March 31, 2021, primarily driven by an increase in unrealized mark to market gains on derivative instruments associated with supply contracts and the loss related to the Weather Event in the fourth quarter of 2021. Unrealized mark to market gains and losses on derivative financial instruments relate to the supply the Company has purchased to deliver in the future to existing customers at fixed contractual prices.

Mass Markets RCE Net Adds for the three months ended March 31, 2022 was increased by 27,000 compared to a decrease of 40,000 for the three months ended March 31, 2021 driven by the increase in customer adds.

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Table of Contents

Financial and operating highlights

For the years ended March 31

(thousands of dollars, except where indicated and per share amounts)

    

    

% increase

    

Fiscal 2022

(decrease)

    

Fiscal 2021

Revenue

$

2,154,608

 

4

%  

$

2,074,828

Base Gross Margin1

 

339,630

 

(17)

%  

 

406,941

Administrative expenses2

 

108,186

 

(4)

%  

 

112,457

Selling commission expenses

 

83,769

 

(14)

%  

 

97,972

Selling non-commission and marketing expense

 

51,583

 

36

%  

 

37,796

Provision for expected credit loss

 

24,242

 

(6)

%  

 

25,712

Reorganization Costs

106,235

167

%  

39,814

Interest expense

 

34,868

 

(46)

%  

 

65,167

Impairment of goodwill, intangible assets and other

10,377

(89)

%  

91,451

Income (Loss) for the period

678,484

NMF

3

(340,776)

Base EBITDA1

 

73,682

 

(47)

%  

 

139,647

Unlevered free cash flow1

 

(10,739)

 

(124)

%  

 

45,630

EGM Mass Market4

 

845,922

 

4

%  

 

816,077

EGM Commercial4

 

253,306

 

(13)

%  

 

291,195

RCE Mass Markets net adds

54,000

NMF

3

(176,000)

1.“See “Non-U.S. GAAP financial measures” above

2.Includes $2.8 million of Strategic Review costs for fiscal 2021.

3.Not a meaningful figure

4.See “Embedded Gross Margin” on page 19

Revenue increased by 4% to $2,154.6 million for the year ended March 31, 2022 compared to $2,074.8 million for the year ended March 31, 2021. The increase was primarily driven by an increase in the Texas mass market customer base and higher commercial revenue in Canada.

Base Gross Margin decreased by 17% to $339.6 million for the year ended March 31, 2022 compared to $406.9 million for the year ended March 31, 2021. The decrease was primarily driven by an unfavorable impact from higher supply costs.

Base EBITDA decreased by 47% to $73.7 million for the year ended March 31, 2022 compared to $139.7 million for the year ended March 31, 2021. The decrease was driven primarily by lower Base Gross Margin and investment in digital and sales agent costs, partially offset by lower selling commission expenses.

Administrative expenses decreased by 4% to $108.2 million for the year ended March 31, 2022 compared to $112.5 million for the year ended March 31, 2021. The decrease was primarily driven by higher professional and legal fees in the prior year.

Selling commission expenses decreased by 14% to $83.8 million for the year ended March 31, 2022 compared to $98.0 million for the year ended March 31, 2021. The decrease was primarily due to lower direct in-person and commercial sales in prior periods.

Selling non–commission and marketing expenses increased by 36% to $51.6 million for the year ended March 31, 2022 compared to $37.8 million for the year ended March 31, 2021. The increase was driven by investment in digital marketing and sales agent costs to drive customer additions and retention.

Provision for expected credit loss decreased by 6% to $24.2 million for the year ended March 31, 2022 compared to $25.7 million for the year ended March 31, 2021. The decrease was driven by the release of reserves due to continued consistent payment trends along with recovery of previous write-offs in the Commercial segment, offset by higher expected credit losses in mass markets due to higher customer additions and higher Texas revenues.

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Table of Contents

Reorganization Costs include professional and advisory costs of $47.4 million, $7.2 million for the KERP and $51.6 million in prepetition claims, contract terminations and other costs.

Interest expense decreased by 46% to $34.9 million for the year ended March 31, 2022 compared to $65.2 million for the year ended March 31, 2021. The decrease is due to the September 2020 Recapitalization together with no longer using supplier financing on current payables and no longer accruing interest expense on the Term Loan due to the CCAA proceedings offset by interest expense on the DIP Facility.

Income from continuing operations was $678.5 million, compared to a loss from continuing operations of $340.8 million during the prior year, primarily driven by an increase in unrealized mark to market gains on derivative instruments associated with supply contracts, realized gains on investment and costs reimbursement related to the February 2021 winter storm under HB 4492, partially offset by the impacts of the Weather Event in the fourth quarter of 2021 and reorganization costs related to the proceedings under the CCAA proceedings and similar proceedings in the United States. Unrealized mark to market gains and losses on derivative financial instruments relate to the supply the Company has purchased to deliver in the future to existing customers at fixed contractual prices.

Unlevered free cash flow decreased by $56.4 million to an outflow of $10.7 million for the year ended March 31, 2022 compared to an inflow of $45.6 million for the year ended March 31, 2021. The decrease is due to professional and advisory costs related to the CCAA Proceedings in Fiscal 2022, the non-payment of trade and other payables subject to compromise under the CCAA in Fiscal 2021, offset by higher payments to ERCOT in Fiscal 2021.

Mass Markets EGM increased by 4% to $845.9 million as at March 31, 2022 compared to $816.1 million as at March 31, 2021. The increase was primarily driven by growth in the Texas mass market customer base.

Commercial EGM decreased by 13% to $253.3 million as at March 31, 2022 compared to $291.2 million as at March 31, 2021. The decline resulted from the decrease in the customer base.

Base Gross Margin

For the year ended March 31.

(thousands of dollars)

    

Fiscal 2022

Fiscal 2021

Mass

Mass

Market

    

Commercial

    

Total

    

Market

    

Commercial

    

Total

Gas

$

44,263

$

13,780

$

58,043

$

85,772

$

21,463

$

107,235

Electricity

 

202,731

 

78,856

 

281,587

 

225,609

 

74,097

 

299,706

$

246,994

$

92,636

$

339,630

$

311,381

$

95,560

$

406,941

Decrease

 

(21)%

 

(3)%

 

(17)%

Mass Markets

Mass Markets Base Gross Margin decreased by 21% to $247.0 million for the year ended March 31, 2022 compared to $311.4 million for the year ended March 31, 2021. The decrease was primarily driven by a decline in average realized Base Gross Margin driven by higher supply costs.

Gas

Mass Markets Gas Base Gross Margin decreased by 48% to $44.3 million for the year ended March 31, 2022 compared to $85.8 million for the year ended March 31, 2021. The decrease was primarily driven by a decline in the customer base and a decrease in average realized Base Gross Margin from higher supply costs.

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Table of Contents

Electricity

Mass Markets Electricity Base Gross Margin decreased by 10% to $202.7 million for the year ended March 31, 2022 compared to $225.6 million for the year ended March 31, 2021. The decrease is primarily driven by a decline in realized Base Gross Margin driven by higher supply costs, partially offset by an increase in the customer base.

Commercial

Commercial Base Gross Margin decreased by 3% to $92.6 million for the year ended March 31, 2022 compared to $95.6 million for the year ended March 31, 2021. The decrease was primarily driven by a decline in the customer base.

Gas

Commercial Gas Base Gross Margin decreased by 36% to $13.8 million for the year ended March 31, 2022 compared to $21.5 million for the year ended March 31, 2021. The decrease was primarily driven by lower realized Base Gross Margin and decline in customer base.

Electricity

Commercial Electricity Base Gross Margin increased by 6% to $78.9 million for the year ended March 31, 2022 compared to $74.1 million for the year ended March 31, 2021. The increase is primarily driven by higher realized Base Gross Margin, partially offset by a decline in customer base.

Mass Markets average realized Base Gross Margin

For the trailing 12 months ended March 31.

    

Fiscal 2022

    

    

Fiscal 2021

Base GM/RCE

% Change

Base GM/RCE

Gas

$

227

 

(11)

%  

$

256

Electricity

 

189

 

(38)

%  

 

305

Total

$

219

 

(18)

%  

$

268

Mass Markets average realized Base Gross Margin for the trailing 12 months ended decreased 18% to $219 compared to $268 for the trailing 12 months ended March 31, 2021. The decrease is primarily attributable to higher supply costs.

Commercial average realized Base Gross Margin

For the trailing 12 months ended March 31.

    

Fiscal 2022

    

    

Fiscal 2021

Base GM/RCE

% Change

Base GM/RCE

Gas

$

51

 

(39)

%  

$

83

Electricity

 

82

 

17

%  

 

70

Total

$

75

 

3

%

$

73

Commercial average realized Base Gross Margin for the trailing 12 months ended increased 3% to $75 compared to $73 for the trailing 12 months ended March 31, 2021. The increase is primarily driven by higher average realized Base Gross Margin in the electricity markets.

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Table of Contents

Base EBITDA

For the three months ended March 31.

(thousands of dollars)

    

Fiscal 2022

    

Fiscal 2021

    

Reconciliation to Consolidated Statements of Operations

Income (Loss) for the period

$

300,450

$

(306,558)

Add:

 

 

  

Interest expense

 

9,394

 

13,297

Provision (recovery) for income taxes

 

75,022

 

(1,815)

Amortization and depreciation

 

3,825

 

4,483

EBITDA

$

388,691

$

(290,593)

Add (subtract):

 

 

  

Unrealized (gain) loss of derivative instruments and other

 

(430,709)

 

(128,994)

Weather Event

320,200

Recapitalization costs

(8)

Reorganization Costs

 

41,003

 

39,814

Share-based compensation

 

330

 

664

Impairment of goodwill, intangible assets and other

10,377

91,451

Strategic Review costs

 

 

53

Realized (gain) loss of derivative instruments included in cost of goods sold

 

3,246

 

(1,019)

Loss from discontinued operations

Uplift charges ERCOT

10,183

(Gain) loss attributable to non-controlling interest

 

(25)

 

11

Sales tax settlement

1,499

Assets held for sale

129

Base EBITDA

$

12,913

$

43,390

Add(subtract)

Gross margin

$

27,000

$

(1,926,144)

Realized gain (loss) of derivative instruments and other

 

54,248

 

1,697,835

Sales tax settlement

-

1,499

Weather Event

-

330,383

Base Gross Margin

 

81,248

 

103,573

Add (subtract):

 

 

  

Administrative expenses

 

(27,651)

 

(24,255)

Selling commission expenses

 

(19,437)

 

(22,333)

Selling non-commission and marketing expense

 

(13,459)

 

(11,125)

Provision for expected credit loss

 

(8,188)

 

(5,753)

Strategic Review costs

 

-

 

53

Amortization included in cost of sales

 

16

 

34

Share-based compensation

330

664

(Gain) loss attributable to non-controlling interest

 

(25)

 

11

Other income

 

79

 

2,521

Base EBITDA

$

12,913

$

43,390

Analysis of the fourth quarter

Base EBITDA, which excludes the financial impact to the Company of the Weather Event, decreased by 70% to $12.9 million for the three months ended March 31, 2022 compared to $43.4 million for the three months ended March 31, 2021. The decrease was driven primarily by lower Base Gross Margin, higher administrative expenses, investment in digital and sales agent costs, partially offset by lower selling commission expenses.

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Table of Contents

Base gross margin, which excludes the financial impact to the Company of the Weather Event, decreased by 22% to $81.3 million for the three months ended March 31, 2022 compared to $103.6 million for the three months ended March 31, 2021. The decrease in Base gross margin was primarily driven by higher supply costs.

Administrative expenses increased by 14% to $27.7 million for the three months ended March 31, 2022 compared to $24.3 million for the three months ended March 31, 2021. The increase was primarily driven by lower incentive compensation accruals in prior year and certain billing costs that were reported under Base Gross Margin in the previous year.

Selling commission expenses decreased by 13% to $19.4 million for the three months ended March 31, 2022 compared to $22.3 million for the three months ended March 31, 2021. The decrease was primarily due to lower direct in-person and commercial sales in prior periods.

Selling non-commission and marketing expenses increased by 21% to $13.5 million for the three months ended March 31, 2022 compared to $11.1 million for the three months ended March 31, 2021 The increase was driven by investment in digital marketing and sales agent costs to drive customer additions and retention.  

Provision for expected credit loss increased by 42% to $8.2 million for the three months ended March 31, 2022 compared to $5.8 million for the three months ended March 31, 2021. The increase in provision for expected credit loss was driven from the higher revenues in Texas Mass Market from an increase in customer base and release of credit reserves in the prior year for Mass Markets partially offset by the release of credit reserves for Commercial in the current period.

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Table of Contents

Base EBITDA

For the year ended March 31.

(thousands of dollars)

    

Fiscal 2022

    

Fiscal 2021

Reconciliation to Consolidated Statements of Operations

Income (Loss) for the period

$

678,484

$

(340,776)

Add:

 

 

  

Interest expense

 

34,868

 

65,167

Provision for income taxes

 

72,495

 

1,736

Amortization and depreciation

 

19,760

 

18,269

EBITDA

$

805,607

$

(255,604)

Add (subtract):

 

 

  

Unrealized (gain) loss of derivative instruments and other

 

(682,393)

 

(50,923)

Weather Event

(147,958)

320,200

Recapitalization costs

(38,915)

Reorganization Costs

 

106,235

 

39,814

Gain on investment

(15,041)

Restructuring Costs

5,368

Non-cash adjustment to green obligations

(3,633)

Share-based compensation

 

1,480

 

4,962

Impairment of inventory

530

Impairment of goodwill, intangible assets and other

10,377

91,451

Strategic Review costs

 

 

2,801

Realized (gain) loss of derivative instruments included in cost of goods sold

 

(1,564)

 

2,534

Uplift charges ERCOT

10,183

Loss attributable to non-controlling interest

 

43

 

106

Sales tax settlement

7,699

Assets held for sale

(29)

Base EBITDA

$

73,682

$

139,647

Add(subtract)

Gross margin

$

326,630

$

(1,427,675)

Realized gain (loss) of derivative instruments and other

 

164,591

 

1,496,535

Non-cash adjustment to green obligations

(3,633)

Sales tax settlement

7,699

Weather Event

(147,958)

330,382

Base Gross Margin

 

339,630

 

406,941

Add (subtract):

 

 

  

Administrative expenses

 

(108,186)

 

(112,457)

Selling commission expenses

 

(83,769)

 

(97,972)

Selling non-commission and marketing expense

 

(51,583)

 

(37,796)

Provision for expected credit loss

 

(24,242)

 

(25,712)

Strategic Review costs

 

 

2,801

Amortization included in cost of sales

 

173

 

158

Share-based compensation

1,480

4,962

Loss attributable to non-controlling interest

 

43

 

106

Other income (expense)

 

136

 

(1,384)

Base EBITDA

$

73,682

$

139,647

Base EBITDA, which excludes the financial impact of the Weather Event, decreased by 47% to $73.7 million for the year ended March 31, 2022 compared to $139.7 million for the year ended March 31, 2021. The decrease was driven primarily by lower Base Gross Margin and investment in digital and sales agent costs, partially offset by lower selling commission expenses.

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Table of Contents

Base Gross Margin, which excludes the financial impact of the Weather Event, decreased by 17% to $339.6 million for the year ended March 31, 2022 compared to $406.9 million for the year ended March 31, 2021. The decrease in Base Gross Margin was primarily driven by higher supply costs.

Administrative expenses decreased by 4% to $108.2 million for the year ended March 31, 2022 compared to $112.5 million for the year ended March 31, 2021. The decrease was primarily driven by higher professional and legal fees in the prior year.

Selling commission expenses decreased by 14% to $83.8 million for the year ended March 31, 2022 compared to $98.0 million for the year ended March 31, 2021. The decrease was primarily due to lower direct in-person and commercial sales in prior periods.

Selling non–commission and marketing expenses increased by 36% to $51.6 million for the year ended March 31, 2022 compared to $37.8 million for the year ended March 31, 2021. The increase was driven by investment in digital marketing and sales agent costs to drive customer additions and retention.

Provision for expected credit loss decreased by 6% to $24.2 million for the year ended March 31, 2022 compared to $25.7 million for the year ended March 31, 2021. The decrease was driven by the release of reserves due to continued consistent payment trends along with recovery of previous write-offs in the Commercial segment, offset by higher expected credit losses in mass markets due to higher customer additions and higher Texas revenues.

Summary of quarterly results for continuing operations

(thousands of dollars, except per share amounts)

Q4

Q3

Q2

Q1

Fiscal 2022

Fiscal 2022

Fiscal 2022

Fiscal 2022

Revenues

$

582,680

$

516,185

$

559,382

$

496,361

Cost of goods sold

 

555,680

 

346,675

 

494,612

 

431,011

Gross margin

 

27,000

 

169,510

 

64,770

 

65,350

Realized gain of derivative instruments and other

 

54,248

 

63,885

 

33,726

 

12,732

Weather Event

 

 

(148,537)

 

(2,421)

 

3,000

Non-cash adjustment to green obligations

(3,633)

Base Gross Margin

 

81,248

 

84,858

 

92,442

 

81,082

Administrative expenses

 

27,651

 

26,074

 

29,816

 

24,643

Selling commission expenses

 

19,437

 

21,582

 

22,102

 

20,648

Selling non-commission and marketing expenses

 

13,459

 

13,000

 

13,436

 

11,688

Provision for expected credit loss

 

8,188

 

7,036

 

2,945

 

6,073

Interest expense

 

9,394

 

8,890

 

7,754

 

8,831

Income (loss) for the period from continuing operations

 

300,450

 

(110,881)

 

265,082

 

223,834

Income (loss) for the period

 

300,450

 

(110,881)

 

265,082

 

223,834

Base EBITDA from continuing operations

 

12,913

 

17,540

 

24,458

 

18,772

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Table of Contents

Q4

Q3

Q2

Q1

Fiscal 2021

Fiscal 2021

Fiscal 2021

Fiscal 2021

Revenues

$

543,975

$

481,619

$

553,862

$

495,372

Cost of goods sold

 

2,470,119

 

343,059

 

388,195

 

301,130

Gross margin

 

(1,926,144)

 

138,560

 

165,667

 

194,242

Realized loss of derivative instruments and other

 

1,697,835

 

(43,573)

 

(61,892)

 

(95,836)

Weather Event

330,383

 

 

 

Sales Tax settlement

1,499

 

6,200

 

 

Base Gross Margin

 

103,573

 

101,188

 

103,774

 

98,406

Administrative expenses

 

24,255

 

24,525

 

34,275

 

29,402

Selling commission expenses

 

22,333

 

23,403

 

26,271

 

25,965

Selling non-commission and marketing expenses

 

11,125

 

9,023

 

9,711

 

7,938

Provision for expected credit loss

 

5,753

 

2,579

 

8,744

 

8,636

Interest expense

 

13,297

 

13,648

 

22,376

 

15,846

Income (loss) for the period from continuing operations

 

(306,429)

 

(56,348)

 

(29,775)

 

51,747

Income (loss) for the period from discontinued operations, net

 

(129)

 

2,849

 

(2,655)

 

(36)

Income (loss) for the period

 

(306,558)

 

(53,499)

 

(32,429)

 

51,711

Base EBITDA from continuing operations

 

43,391

 

42,431

 

24,551

 

29,276

Just Energy’s results reflect seasonality, as Gas consumption by customers is typically highest in October through March and lowest in April through September. Electricity consumption is typically highest in January through March and July through September and lowest in October through December and April through June. Electricity and gas customers (RCEs) currently represent 78% and 22% of the commodity customer base, respectively. Since consumption for each commodity is influenced by weather, Just Energy believes the annual quarter over quarter comparisons are more relevant than sequential quarter comparisons.

Segmented Base EBITDA

For the year ended March 31.

(thousands of dollars)

Fiscal 2022

Corporate

Mass

and shared

    

Market

    

Commercial

    

services

    

Consolidated

Revenues

$

1,190,326

$

964,282

$

$

2,154,608

Cost of goods sold

 

(933,763)

 

(894,215)

 

 

(1,827,978)

Gross margin

 

256,563

 

70,067

 

 

326,630

Non-cash adjustment to green obligations

(3,438)

(195)

(3,633)

Weather Event

(125,845)

(22,113)

(147,958)

Realized gain of derivative instruments and other

 

119,714

 

44,877

 

 

164,591

Base Gross Margin

 

246,994

 

92,636

 

 

339,630

Add (subtract):

 

 

 

  

 

Administrative expenses

 

(31,947)

 

(11,622)

 

(64,617)

 

(108,186)

Selling commission expenses

 

(41,295)

 

(42,591)

 

 

(83,886)

Selling non-commission and marketing expense

 

(47,231)

 

(4,235)

 

 

(51,466)

Provision for expected credit loss

 

(23,250)

 

(992)

 

 

(24,242)

Amortization included in cost of goods sold

 

173

 

 

 

173

Share-based compensation

1,480

1,480

Other income (expense)

 

191

 

(55)

 

 

136

Loss attributable to non-controlling interest

 

43

 

 

 

43

Base EBITDA from continuing operations

$

103,678

$

33,141

$

(63,137)

$

73,682

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Fiscal 2021

    

    

    

Corporate

    

Mass

and shared

Market

Commercial

services

Consolidated

Revenue

$

1,161,905

$

912,923

$

$

2,074,828

Cost of goods sold

 

(2,277,182)

 

(1,225,321)

 

 

(3,502,503)

Gross margin

 

(1,115,277)

 

(312,398)

 

 

(1,427,675)

Weather Event

274,080

56,302

330,382

Sales tax settlement

7,699

7,699

Realized gain of derivative instruments and other

 

1,144,879

 

351,656

 

 

1,496,535

Base Gross Margin

 

311,381

 

95,560

 

 

406,941

Add (subtract):

 

  

 

  

 

  

 

  

Administrative expenses

 

(26,823)

 

(12,551)

 

(73,083)

 

(112,457)

Selling commission expenses

 

(48,533)

 

(49,439)

 

 

(97,972)

Selling non-commission and marketing expense

 

(33,099)

 

(4,697)

 

 

(37,796)

Provision for expected credit loss

 

(17,590)

 

(8,122)

 

 

(25,712)

Amortization included in cost of goods sold

 

158

 

 

 

158

Share-based compensation

4,962

4,962

Strategic Review costs

 

 

 

2,801

 

2,801

Other income (expense)

 

(1,378)

 

(6)

 

 

(1,384)

Loss attributable to non-controlling interest

 

106

 

 

 

106

Base EBITDA from continuing operations

$

184,222

$

20,745

$

(65,320)

$

139,647

1 The segment definitions are provided on page 16.

Mass Markets segment Base EBITDA decreased by 44% to $103.7 million for the year ended March 31, 2022 compared to $184.2 million for the year ended March 31, 2021. The decrease was driven by a lower Base Gross Margin and higher administrative expenses, increased investment in digital marketing and sales agent costs and higher provision for expected credit loss, partially offset by lower selling commission expenses.

Commercial segment Base EBITDA increased by 60% to $33.1 million for the year ended March 31, 2022 compared to $20.8 million for the year ended March 31, 2021. The increase was driven by lower provision for expected credit loss and selling commission expenses, partially offset by lower Base Gross Margin.

Corporate and shared services costs were $63.1 million for the year ended March 31, 2022 compared to $65.3 million for the year ended March 31, 2021.

Acquisition Costs

The acquisition costs per customer for the trailing twelve months for mass market customers signed by sales agents including sales through digital channel and the commercial customers signed by brokers were as follows:

    

Trailing twelve months ended

Fiscal 2022

    

Fiscal 2021

Mass Markets

$

180/RCE

$

195/RCE

Commercial

$

36/RCE

$

30/RCE

The mass markets average acquisition cost decreased by 8% to $180/RCE for the trailing twelve months ended March 31, 2022 compared to $195/RCE reported for the twelve months ended March 31, 2021, due to a change in channel mix towards lower cost channels.

The commercial average customer acquisition cost increased by 20% to 36/RCE for the trailing twelve months ended March 31, 2022 compared to $30/RCE for the twelve months ended March 31, 2021.

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Customer summary

Customer Count

    

As at

    

    

As at

March 31, 

% Increase

March 31, 

2022

(decrease)

2021

Mass Markets

 

874,000

 

3

%

 

845,000

Commercial

 

94,000

 

(15)

%

 

110,000

Total customer count

 

968,000

 

1

%

 

955,000

The mass markets customer count increased 3% to 874,000 compared to March 31, 2021, primarily driven by increase in the Texas customer base.

The commercial customer count decreased 15% to 94,000 compared to March 31, 2021. The decline in Commercial customers is due to competitive price pressures in the United States.

COMMODITY RCE SUMMARY

    

April 1,

    

    

    

Failed to

    

March 31, 

    

% increase

2021

Additions

Attrition

renew

2022

(decrease)

Mass Markets

 

  

 

  

 

  

 

  

 

  

 

  

Gas

 

261,000

 

33,000

 

(44,000)

 

(16,000)

 

234,000

 

(10)

%

Electricity

 

886,000

 

314,000

 

(158,000)

 

(75,000)

 

967,000

 

9

%

Total Mass Markets RCEs

 

1,147,000

 

347,000

 

(202,000)

 

(91,000)

 

1,201,000

 

5

%

Commercial

 

 

 

 

 

 

Gas

 

408,000

 

7,000

 

(20,000)

 

(30,000)

 

365,000

 

(11)

%

Electricity

 

1,381,000

 

142,000

 

(103,000)

 

(231,000)

 

1,189,000

 

(14)

%

Total Commercial RCEs

 

1,789,000

 

149,000

 

(123,000)

 

(261,000)

 

1,554,000

 

(13)

%

Total RCEs

 

2,936,000

 

496,000

 

(325,000)

 

(352,000)

 

2,755,000

 

(6)

%

Mass Markets

Mass markets RCE additions increased by 109% to 347,000 for the year ended March 31, 2022 compared to 166,000 for the year ended March 31, 2021. The increase is driven by investment in digital marketing, as well as continued improvement in direct face–to–face channels. The COVID–19 pandemic had substantial impacts in the year ended March 31, 2021.

Mass markets RCE attrition decreased by 12% to 202,000 for the year ended March 31, 2022 as compared to 230,000 for the year ended March 31, 2021.

Mass markets Failed to renew RCEs decreased by 19% to 91,000 for the year ended March 31, 2022 compared to 112,000 for the year ended March 31, 2021.

Mass markets RCE Net Adds for the year ended March 31, 2022 was a gain of 54,000 compared to a loss of 176,000 for the year ended March 31, 2021, driven by the increase in customer additions and lower attrition and Failed to renew.

As at March 31, 2022, the U.S. and Canadian operations accounted for 88% and 12% of the mass markets RCE base, respectively.

Commercial

Commercial RCE additions decreased by 23% to 149,000 for the year ended March 31, 2022 compared to 194,000 for the year ended March 31, 2021.

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Commercial RCE attrition decreased by 43% to 123,000 for the March 31, 2022 compared to 214,000 for the year ended March 31, 2021.

Commercial Failed to renew RCEs increased by 2% to 261,000 RCEs for the year ended March 31, 2022 compared to 256,000 RCEs for the year ended March 31, 2021.

As at March 31, 2022, the U.S. and Canadian operations accounted for 64% and 36% of the commercial RCE base, respectively

Total

As at March 31, 2022, the U.S. and Canadian operations remained unchanged at 74% and 26% of the RCE base, respectively, as compared to the year ended March 31, 2021.

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COMMODITY RCE ATTRITION

    

Trailing 12 months ended

March 31, 2022

March 31, 2021

Mass Markets

 

18%

15%

Commercial

 

8%

12%

The mass markets attrition rate for the trailing 12 months ended March 31, 2022 increased by three percentage points to 18%.

The commercial attrition rate for the trailing 12 months ended March 31, 2022 decreased four percentage points to 8%.

    

Three months ended

March 31, 

March 31, 

2022

2021

Mass Markets

 

4%

4%

Commercial

 

2%

2%

The mass markets attrition rate for the three months ended March 31, 2022 remained consistent at 4%.

The commercial attrition rate for the three months ended March 31, 2022 remained consistent at 2%.

COMMODITY RCE RENEWALS

    

Trailing 12 months ended

March 31, 2022

March 31, 2021

Mass Markets

 

79%

75%

Commercial

 

46%

52%

The mass markets renewal rate for the trailing 12 months ended March 31, 2022 increased four percentage points to 79% compared to 75% for the trailing 12 months ended March 31, 2021.

The commercial renewal rate for the trailing 12 months ended March 31, 2022 decreased by six percentage points to 46% compared to 52% for the trailing 12 months ended March 31, 2021.

    

Three months ended

March 31, 

March 31, 

2022

2021

Mass Markets

 

82%

75%

Commercial

 

49%

55%

The mass markets renewal rate for the three months ended March 31, 2022, increased to 82% from 75% for the three months ended March 31, 2021.

The commercial renewal rate for the three months ended decreased to 49% from 55% for the three months ended March 31, 2021.

AVERAGE GROSS MARGIN PER RCE

The table below depicts the annual design margins on new and renewed contracts signed during the three months ended March 31, 2022 compared to the three months ended March 31, 2021 for standard commodities, which does not include non–recurring non–commodity fees.

    

Fiscal

    

Number of

Fiscal

    

Number of

2022

RCEs

2021

RCEs

Mass Markets added or renewed

$

250

 

484,651

$

261

 

426,995

Commercial added or renewed1

$

81

 

285,932

$

62

 

363,479

1Annual gross margin per RCE excludes margins from Interactive Energy Group and large Commercial and Industrial customers.

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For the year ended March 31, 2022, the mass markets average gross margin per RCE for the customers added or renewed was $250, a decrease of 5% from $261 for the three months ended March 31, 2021 due to higher supply costs and competitive pricing to support customer growth and retention.

For the year ended March 31, 2022 the commercial average gross margin per RCE for the customers added or renewed was $81, an increase of 14% from $71 for the three months ended March 31, 2021.

Liquidity and capital resources from continuing operations

SUMMARY OF CASH FLOWS
For the year ended March 31
(thousands of dollars)

    

Fiscal 2022

    

Fiscal 2021

Operating activities from continuing operations

$

(35,110)

$

12,357

Investing activities from continuing operations

 

30,216

 

(5,516)

Financing activities from continuing operations

 

(39,402)

 

142,605

Effect of foreign currency translation

 

121

 

1,768

Increase (decrease) in cash

 

(44,175)

 

151,214

Cash and cash equivalents – beginning of period

 

172,666

 

21,452

Cash and cash equivalents – end of period

$

128,491

$

172,666

Operating activities

Cash flow from operating activities was an outflow of $35.1 million for the year ended March 31, 2022 compared to an inflow of $12.4 million for the year ended March 31, 2021. The increase in the outflow is due to professional and advisory costs related to the CCAA proceedings in Fiscal 2022, the non-payment of trade and other payables subject to compromise under the CCAA in Fiscal 2021, offset by higher payments to ERCOT in Fiscal 2021.

Investing activities

Cash flow from investing activities was an inflow of $30.2 million for the year ended March 31, 2022 compared to an outflow of $5.5 million for the year ended March 31, 2021. This is primarily due to $40.7 million in proceeds from the sale of the ecobee investment in December 2021, partially offset by $10.4 million for the capital expenditures for intangibles and purchases of equipment.

Financing activities, excluding dividends

Cash flow from financing activities was an outflow of $39.4 million for the year ended March 31, 2022 compared to an inflow of $142.6 million for the year ended March 31, 2021. The outflow is primarily driven by re-payments of $60.8 million under the Credit Facility to allow the issuance of Letters of Credit partially offset by $25.0 million in proceeds from the DIP Facility. For the year ended March 31, 2021 the inflow was primarily driven by $100.0 million in proceeds from the DIP Facility and $75.7 million in proceeds from issuance of common stocks offset by $17.1 million in share swap payout and $7.0 million in re-payments of Credit Facility.

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Free cash flow and unlevered free cash flow

For the year ended March 31

(thousands of dollars)

    

Fiscal 2022

    

Fiscal 2021

Cash flows from operating activities

$

(35,110)

$

12,357

Subtract: Maintenance capital expenditures

 

(10,497)

 

(9,188)

Free cash flow

 

(45,607)

 

3,169

Interest expense, cash portion

 

34,868

 

42,461

Unlevered free cash flow

$

(10,739)

$

45,630

1 See NonU.S. GAAP financial measures above.

(1)Free cash flow represents cash flow from operations less maintenance capital expenditures. Unlevered free cash flow represents free cash flow plus interest expense excluding the non-cash portion.

Unlevered free cash flow decreased by $56.4 million to an outflow of $10.7 million for the year ended March 31, 2022 compared to an inflow of $45.6 million for the year ended March 31, 2021. The decrease is due to professional and advisory costs related to the CCAA proceedings in Fiscal 2022, the non-payment of trade and other payables subject to compromise under the CCAA in Fiscal 2021, offset by higher payments to ERCOT in Fiscal 2021.

Selected Balance sheet data as at March 31, 2022, compared to March 31, 2021

The following table shows selected data from the Consolidated Financial Statements (Part II, Item 8, “Financial Statements and Supplementary Data”), as at the following periods:

    

As at

    

As at

March 31, 

March 31, 

2022

2021

Assets:

 

  

 

  

Cash and cash equivalents

$

125,755

$

171,761

Trade and other receivables, net

 

308,941

 

270,538

Total fair value of derivative instrument assets

 

671,714

 

26,811

Other current assets

 

131,570

 

129,944

Total assets

 

1,623,814

 

866,715

Liabilities:

 

 

  

Trade and other payables

$

349,923

$

310,114

Total fair value of derivative instrument liabilities

 

26,086

 

59,758

Total debt

 

126,419

 

104,455

Total liabilities

 

1,429,613

 

1,346,272

Total cash and cash equivalents decreased to $125.8 million as at March 31, 2022 from $171.8 million as at March 31, 2021. The decrease in cash is primarily attributable to cash outflows from operating activities and financing activities, partially offset by proceeds from sale of ecobee investment.

Trade and other receivables, net increased to $308.9 million as at March 31, 2022 from $270.5 million as at March 31, 2021. The changes are primarily due to increase in receivables from increase in revenues.

Trade and other payables increased to $349.9 million as at March 31, 2022 from $310.1 million as at March 31, 2021.

Fair value of derivative instruments assets and fair value of derivative instruments liabilities relate entirely to the financial and physical derivatives. The unrealized mark to market gains and losses can result in significant changes in income or loss and, accordingly, shareholders’ deficit from year to year due to commodity price volatility. As Just Energy has purchased this supply to cover future customer usage at fixed prices, management believes that these unrealized changes do not impact the long–term financial performance of Just Energy.

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Total debt was $126.4 million as at March 31, 2022, up from $104.5 million as at March 31, 2021. The increase in total debt is a result of $25.0 million in proceeds from DIP facility. As at March 31, 2022, $366.0 million of debt is subject to compromise under the CCAA proceedings.

Embedded gross margin

Management’s estimate of EGM is as follows:

(millions of dollars)

    

As at

    

As at

    

    

March 31, 

March 31, 

% Increase

2022

2021

(decrease)

Mass Markets embedded gross margin

 

845.9

 

816.1

 

4

%

Commercial embedded gross margin

 

253.3

 

291.2

 

(13)

%

Total embedded gross margin

$

1,099.2

$

1,107.3

 

(1)

See “Non–U.S. GAAP financial measures” above.

Management’s estimate of the mass markets EGM increased by 4% to $846 million as at March 31, 2022 compared to $816 million as at March 31, 2021. The increase was primarily driven by growth in the Texas mass market customer base.

Management’s estimate of the commercial EGM decreased by 13% to $253 million as at March 31, 2022 compared to $291 million as at March 31, 2021 The decline resulted from the decrease in the customer base compared to the prior period.

Provision for (Recovery of) income and deferred tax

(thousands of dollars)

For the year ended March 31,

    

2022

    

2021

Current income tax expense (recovery)

$

(3,890)

$

1,893

Deferred income tax expense (recovery)

 

76,385

 

(157)

Provision for income tax

$

72,495

$

1,736

Just Energy recorded a current income tax recovery of $3.9 million for the year ended March 31, 2022, compared to $1.9 million expense in the year ended March 31, 2021. Just Energy continues to have a current tax expense from profitability in taxable jurisdictions however during fiscal 2022 a recovery was recognized due to the benefits of a current year loss carried back.

During the year ended March 31, 2022, a deferred tax expense of $76.4 million was recorded as compared to a deferred tax recovery of $0.2 million during the year ended March 31, 2021. The current year deferred tax expense is the result of the deferred tax liability recorded on the unrealized gain on derivative instruments reported in fiscal 2022.

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Contractual obligations

In the normal course of business, Just Energy is obligated to make future payments for contracts and other commitments that are non-cancellable.

PAYMENTS DUE BY PERIOD

(thousands of dollars)

    

Less than 1 year

    

1–3 years

    

4–5 years

    

More than 5 years

    

Total

Trade and other payables

$

349,923

$

$

$

$

349,923

Commodity suppliers' accruals and payables subject to compromise

438,068

438,068

Non-commodity trade accruals and accounts payable subject to compromise

41,914

41,914

Long-term debt

126,289

130

126,419

Debt and financing subject to compromise

365,908

365,908

Gas, electricity and non-commodity contracts

1,897,786

1,037,341

219,651

37,004

3,191,782

Total

$

3,219,888

$

1,037,471

$

219,651

$

37,004

$

4,514,014

Under the terms of the Court Orders, any actions against Just Energy to enforce or otherwise effect payment from Just Energy of pre-petition obligations are currently stayed.

OTHER OBLIGATIONS

Subject to the CCAA proceedings, in the opinion of management, Just Energy has no material pending actions, claims or proceedings that have not been included either in its accrued liabilities or in the Consolidated Financial Statements  (Part II, Item 8, “Financial Statements and Supplementary Data”). In the normal course of business, Just Energy could be subject to certain contingent obligations that become payable only if certain events were to occur. The inherent uncertainty surrounding the timing and financial impact of any events prevents any meaningful measurement, which is necessary to assess any material impact on future liquidity. Such obligations include potential judgments, settlements, fines and other penalties resulting from actions, claims or proceedings.

On September 15, 2021, the Ontario Court approved the Company’s request to establish a claims process to identify and determine claims against the Company and its subsidiaries that are subject to the ongoing Claims Procedure Order. As part of the CCAA proceedings and in accordance with the Claims Procedure Order, Just Energy continues to review and determine which claims will be allowed, modified or disallowed which may result in additional liabilities subject to compromise that are not currently reflected in the Consolidated Financial Statements.  Under the potential Stalking Horse Transaction, no amounts will be available for distribution to the Just Energy Entities’ general unsecured creditors. (See Part II, Item 8, “Financial Statements and Supplementary Data”).  Please see Part I, Item 3 “Legal Proceedings” of this Annual Report for additional information.

Transactions with related parties

Parties are considered to be related if one party has the ability to control the other party or exercise influence over the other party in making financial or operating decisions. The definition includes subsidiaries and other persons.

PIMCO through certain affiliates became a 28.9% shareholder of the Company as part of the September 2020 Recapitalization. On March 9, 2021, certain PIMCO affiliates entered into the DIP Facility with the Company as discussed in the Consolidated Financial Statements (Part II, Item 8, “Financial Statements and Supplementary Data”) and comprise the Stalking Horse Purchaser. For consideration for making the DIP Facility available, Just Energy paid a 1% origination fee, a 1% commitment fee on March 9, 2021 and a 1% amendment fee on November 16, 2021.

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Off balance sheet items

The Company has issued letters of credit in accordance with its Credit Facility totaling $120.4 million as at March 31, 2022 to various counterparties, primarily utilities in the markets it operates in, as well as suppliers.

Pursuant to separate arrangements with surety bond providers. Just Energy has issued surety bonds to various counterparties including states, regulatory bodies, utilities, and various other surety bond holders in return for a fee and/or meeting certain collateral posting requirements. Such surety bond postings are required in order to operate in certain states or markets. Total surety bonds issued as at March 31, 2022 was $42.1 million which 100% collateralized with letters of credit or cash collateral.

Critical accounting estimates and judgments

The Consolidated Financial Statements (Part II, Item 8, “Financial Statements and Supplementary Data”) of Just Energy have been prepared in accordance with U.S GAAP. Certain accounting policies require management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, cost of goods sold, administrative expenses, selling and marketing expenses, and other operating expenses. Estimates are based on historical experience, current information and various other assumptions that are believed to be reasonable under the circumstances. The emergence of new information and changed circumstances may result in actual results or changes to estimated amounts that differ materially from current estimates.

The following assessment of critical accounting estimates is not meant to be exhaustive. Just Energy might realize different results from the application of new accounting standards promulgated, from time to time, by various rule–making bodies.

COVID–19 IMPACT

As a result of the continued COVID–19 pandemic, we have reviewed the estimates, judgments and assumptions used in the preparation of the Consolidated Financial Statements and determined that no significant revisions to such estimates, judgments or assumptions were required for the year ended March 31, 2022.

DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT

Just Energy has entered into a variety of derivative instruments as part of the business of purchasing and selling gas, electricity and JustGreen supply and as part of the risk management practice. In addition, Just Energy uses derivative instruments to manage foreign exchange and other risks.

Just Energy enters into contracts with customers to provide electricity and gas at fixed prices to customers and provide to certain customers that a specified amount of energy will be derived from green generation or carbon destruction. These customer contracts expose Just Energy to changes in market prices to supply these commodities. To reduce its exposure to commodity market price changes, Just Energy uses derivative financial and physical contracts to secure fixed–price commodity supply to cover its estimated fixed–price delivery or green commitment.

Just Energy’s objective is to minimize commodity risk, other than consumption changes, usually attributable to weather. Accordingly, it is Just Energy’s policy to hedge the estimated fixed–price requirements of its customers with offsetting hedges of natural gas and electricity at fixed prices for terms equal to those of the customer contracts. The cash flow from these supply contracts is expected to be effective in offsetting Just Energy’s price exposure and serves to fix acquisition costs of gas and electricity to be delivered under the fixed–price or price–protected customer contracts; however, hedge accounting under ASC 820, Fair Value Measurement is not applied. Just Energy’s policy is not to use derivative instruments for speculative purposes.

The Consolidated Financial Statements are in compliance with ASC 815, “Derivative Instruments”. Due to commodity volatility and the size of Just Energy, the changes in fair value on these positions will increase the volatility in Just Energy’s earnings.

The Company’s derivative instruments are valued based on the following fair value hierarchy:

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Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

The main cause of changes in the fair value of derivative instruments is changes in the forward curve prices used for the fair value calculations. For a sensitivity analysis of these forward curves, see Part II, Item 8, “Financial Statements and Supplementary Data”, Note 13, Derivative Instruments. Other inputs, including volatility and correlations, are driven off historical settlements.

RECEIVABLES AND LIFETIME EXPECTED CREDIT LOSSES

The lifetime expected credit loss reflects Just Energy’s best estimate of losses on the accounts receivable and unbilled revenue balances. Just Energy determines the lifetime expected credit loss by using historical loss rates and forward–looking factors if applicable. Just Energy is exposed to customer credit risk on its continuing operations in Alberta, Texas, Illinois (gas), California (gas) and Ohio (electricity) and for certain Commercial customers in dual-billing markets including Illinois (power), Pennsylvania (power), Massachusetts (power), New York and New Jersey. Credit review processes have been implemented to perform credit evaluations of customers and manage customer default. In addition, the Company may from time to time change the criteria that it uses to determine the creditworthiness of its customers and such changes could result in decreased creditworthiness of its customers and/or result in increased customer defaults. If a significant number of customers were to default on their payments, including as a result of any changes to the Company’s credit criteria, it could have a material adverse effect on the operations and cash flows of Just Energy. Management factors default from credit risk in its margin expectations for all of the above markets (see Part II, Item 8, “Financial Statements and Supplementary Data”, Note 7, Trade and other receivables).

Revenues related to the sale of energy are recorded when energy is delivered to customers. The determination of energy sales to individual customers is based on systematic readings of customer meters generally on a monthly basis. At the end of each month, amounts of energy delivered to customers since the date of the last meter reading are estimated, and corresponding unbilled revenue is recorded. The measurement of unbilled revenue is affected by the following factors: daily customer usage, losses of energy during delivery to customers and applicable customer rates.

Increases in volumes delivered to the utilities’ customers and favourable rate mix due to changes in usage patterns in the period could be significant to the calculation of unbilled revenue. Changes in the timing of meter reading schedules and the number and type of customers scheduled for each meter reading date would also have an effect on the measurement of unbilled revenue; however, total operating revenues would remain materially unchanged.

The measurement of the expected credit loss allowance for accounts receivable requires the use of management judgment in estimation techniques, building models, selecting key inputs and making significant assumptions about future economic conditions and credit behaviour of the customers, including the likelihood of customers defaulting and the resulting losses. The Company’s current significant estimates include the historical collection rates as a percentage of revenue and the use of the Company’s historical rates of recovery across aging buckets. Both of these inputs are sensitive to the number of months or years of history included in the analysis, which is a key input and judgment made by management.

DEFERRED TAXES

The Company reports some of its revenues and expenses differently for financial statement purposes than for income tax return purposes, resulting in temporary and permanent differences between the Company's financial statements and income tax returns. The tax effects of such temporary differences are recorded as either deferred income tax assets or deferred income tax liabilities in the Company's Consolidated Balance Sheets (Part II, Item 8, “Financial Statements and Supplementary Data”). The Company measures its deferred income tax assets and deferred income tax liabilities using income tax rates that are expected to be in effect when the deferred tax is realized.

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The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be realized. In making this determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes, or ASC 740, which applies to all tax positions related to income taxes. Under ASC 740, tax benefits are recognized when it is more-likely-than-not that a tax position will be sustained upon examination by the authorities. The benefit recognized from a position is the amount of benefit that has surpassed the more-likely-than-not threshold, as it is more than 50% likely to be realized upon settlement.

In accordance with ASC 740, changes to existing net deferred tax assets or valuation allowance or changes to uncertain tax benefits are recorded to income tax (benefit)/expense.  The Company records interest and penalties accrued related to uncertain tax benefits as interest expense and other expenses respectively.

Just Energy common shares

Just Energy is authorized to issue an unlimited number of common shares with no par value and up to 50,000,000 preferred shares. Shares outstanding have no preferences, rights or restrictions attached to them.

As at August 4, 2022, there were 48,078,637 common shares and no preferred shares of Just Energy outstanding. Under the potential Stalking Horse Transaction, the common shares will be cancelled or redeemed and common shareholders will receive no consideration.

Legal proceedings

Just Energy and its subsidiaries are party to a number of legal proceedings. Other than as set out below, Just Energy believes that each proceeding constitutes legal matters that are incidental to the business conducted by Just Energy and that the ultimate disposition of the proceedings will not have a material adverse effect on its consolidated earnings, cash flows or financial position.

On March 9, 2021, Just Energy filed for and received creditor protection pursuant to the Court Order under the CCAA and similar protection under Chapter 15 in connection with the Weather Event. On September 15, 2021, the Ontario Court approved the Company’s request to establish a claims process to identify and determine claims against the Company and its subsidiaries that are subject to the ongoing Claims Procedure Order. As part of the CCAA proceedings and in accordance with the Claims Procedure Order, Just Energy continues to review and determine which claims will be allowed, modified or disallowed which may result in additional liabilities subject to compromise that are not currently reflected in the Consolidated Financial Statements (Part II, Item 8, “Financial Statements and Supplementary Data”). Currently, the total claims filed against Just Energy and its subsidiaries pursuant to the Claims Procedure Order are in excess of $14 billion, including approximately $1 billion in secured claims which include letters of credit. The previously disclosed class action against Just Energy, Just Energy Corp. and Just Energy Ontario L.P. with Haidar Omarali as plaintiff, and certain other class action claims, are subject to the Claims Procedure Order. Just Energy expects that the final amount of accepted unsecured claims will be much lower than the face amount of the filed claims. However, on August 4, 2022 Just Energy entered into the Stalking Horse Transaction Agreement with the Stalking Horse Purchaser and the SISP Support Agreement in connection with the SISP that is intended to facilitate its exit from the Company’s ongoing insolvency proceedings as a going concern. The Stalking Horse Transaction provides that certain secured creditors will receive cash payments and/or equity in exchange for their debt, and existing equityholders’ interests will be cancelled for no consideration.  In addition, no amounts will be available for distribution to the Just Energy Entities’ general unsecured creditors, including the previously disclosed class action against Just Energy, Just Energy Corp. and Just Energy Ontario L.P. with Haidar Omarali as plaintiff, and certain other class action claims.

On July 23, 2019, Just Energy announced that, as part of its Strategic Review process, management identified customer enrolment and non–payment issues, primarily in Texas. In response to this announcement, and in some cases in response to this and other subsequent related announcements, putative class action lawsuits were filed in the United States District

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Court for the Southern District of New York, in the United States District Court for the Southern District of Texas and in the Ontario Court, on behalf of investors that purchased Just Energy Group Inc. securities during various periods, ranging from November 9, 2017 through August 19, 2019. The U.S. lawsuits have been consolidated in the United States District Court for the Southern District of Texas with one lead plaintiff and the Ontario lawsuits have been consolidated with one lead plaintiff. The U.S. lawsuit seeks damages allegedly arising from violations of the United States Securities Exchange Act. The Ontario lawsuit seeks damages allegedly arising from violations of Canadian securities legislation and of common law. The Ontario lawsuit was subsequently amended to, among other things, extend the period to July 7, 2020. On September 2, 2020, pursuant to Just Energy’s plan of arrangement, the Superior Court of Justice (Ontario) ordered that all existing equity class action claimants shall be irrevocably and forever limited solely to recovery from the proceeds of the insurance policies payable on behalf of Just Energy or its directors and officers in respect of any such existing equity class action claims, and such existing equity class action claimants shall have no right to, and shall not, directly or indirectly, make any claim or seek any recoveries from any of the released parties or any of their respective current or former officers and directors in respect of any existing equity class action claims, other than enforcing their rights to be paid by the applicable insurer(s) from the proceeds of the applicable insurance policies. Pursuant to the CCAA proceedings, these proceedings have been stayed. Just Energy denies the allegations and will vigorously defend against these claims if they proceed.

On November 12, 2021, Just Energy, along with the Just Energy Parties, initiated the ERCOT Lawsuit against ERCOT and the PUCT in the Houston Court. The ERCOT Lawsuit seeks to recover payments that were made by the Just Energy Parties to ERCOT for certain invoices relating to the Weather Event. On February 2, 2022, the Houston Court dismissed the Lawsuit against the PUCT.

Controls and procedures

DISCLOSURE CONTROLS AND PROCEDURES

Both the chief executive officer (“CEO”) and chief financial officer (“CFO”) have designed, or caused to be designed under their supervision, the Company’s disclosure controls and procedures which provide reasonable assurance that: (i) material information relating to the Company is made known to management by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual and interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time period specified in securities legislation. The CEO and CFO are assisted in this responsibility by a Disclosure Committee composed of senior management. The Disclosure Committee has established procedures so that it becomes aware of any material information affecting Just Energy to evaluate and communicate this information to management, including the CEO and CFO as appropriate, and determine the appropriateness and timing of any required disclosure. Based on the foregoing evaluation, conducted by or under the supervision of the CEO and CFO of the Company’s ICFR in connection with the Company’s financial year-end, it was concluded that because of the material weakness described below, the Company’s disclosure controls and procedures were not effective.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management used the criteria set forth by the COSO in Internal Control — Integrated Framework (2013) to evaluate the effectiveness of its ICFR as at March 31, 2021. The COSO framework summarizes each of the components of a company’s internal control system, including the: (i) control environment; (ii) control activities (process-level controls); (iii) risk assessment; (iv) information and communication; and (v) monitoring activities. The COSO framework defines a material weakness as a deficiency, or combination of deficiencies, that results in a reasonable possibility that a material misstatement of the annual or interim condensed consolidated financial statements will not be prevented or detected on a timely basis.

Identification of control deficiency and ongoing remediation of material weakness within financial statement close process

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Management’s evaluation of ICFR identified an ongoing material weakness resulting from the failure to operate several controls within the financial statement close process that allowed errors to manifest, and, the failure to detect them for an extended period of time, as follows:

Previous identification of control activities material weakness within financial statement close process

The Company did not design or maintain effective control activities to prevent or detect misstatements during the operation of the financial statement close process, including from finalization of the trial balance to the preparation of financial statements.

Ongoing remediation of previously identified control activities material weakness associated with financial statement close process

Management remains committed to the planning and implementation of remediation efforts to address the material weaknesses, as well as to foster improvement in the Company’s internal controls. These remediation efforts continue and are intended to address this identified material weakness and enhance the overall financial control environment. During fiscal 2021, management further increased the amount of personnel to perform the financial statement close process, including the hiring of a CFO and a controller, both with significant financial reporting and retail energy industry experience, promoting individuals within the team and training those individuals to perform their enhanced roles, and strengthening the managerial review process of the financial statement preparation, who remain with the Company at March 31, 2022 and through the date of these Consolidated Financial Statements. These enhancements remaining ongoing, and management continues strengthening the design and operational effectiveness of the financial statement preparation process, including the financial statement disclosure checklist. For the quarter and year ended March 31, 2022, and as disclosed within Part II, Item 8, “Financial Statements and Supplementary Data”, Note 3 Basis of presentation, the Company changed its basis of presentation from IFRS to U.S. GAAP. Due to this change in basis of presentation, not enough time has elapsed to operate the designed controls effectively to conclude that management has remediated the material weakness aforementioned.

No assurance can be provided at this time that the actions and remediation efforts the Company has taken or will implement will effectively remediate the material weaknesses described above or prevent the incidence of other significant deficiencies or material weaknesses in the Company’s internal controls over financial reporting in the future. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving the stated goals under all potential future conditions.

Other changes in internal control over financial reporting

Other than as described above, there were no changes in ICFR during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, ICFR.

INHERENT LIMITATIONS

A control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurance that its objectives are met. Due to these inherent limitations in such systems, no evaluation of controls can provide absolute assurance that all control issues within any company have been detected. Accordingly, Just Energy’s disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the Company’s disclosure control and procedure objectives are met.

Corporate governance

Just Energy is committed to maintaining transparency in its operations and ensuring its approach to governance meets all recommended standards. Full disclosure of Just Energy’s compliance with existing corporate governance rules is available at investors.justenergy.com https://investors.justenergy.com/. Just Energy actively monitors the corporate governance and disclosure environment to ensure timely compliance with current and future requirements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The risks associated with Just Energy’s derivative instruments are as follows:

Market risk

Market risk is the potential loss that may be incurred as a result of changes in the market or fair value of a particular instrument or commodity. Components of market risk to which Just Energy is exposed are discussed below.

Foreign currency risk

Foreign currency risk is created by fluctuations in the fair value or cash flows of derivative instruments due to changes in foreign exchange rates and exposure as a result of investments in Canadian operations.

The performance of the U.S. dollar relative to the Canadian dollar could positively or negatively affect Just Energy’s Consolidated Statement of Operations (Part II, Item 8, “Financial Statements and Supplementary Data”), as some portion of Just Energy’s income or loss is generated in Canadian dollars and is subject to currency fluctuations upon translation to U.S. dollars. Just Energy has a policy to economically hedge between 50% and 100% of forecasted cross-border cash flows that are expected to occur within the next 12 months and between 0% and 50% of certain forecasted cross-border cash flows that are expected to occur within the following 13 to 24 months. The level of economic hedging is dependent on the source of the cash flows and the time remaining until the cash repatriation occurs.

Just Energy may, from time to time, experience losses resulting from fluctuations in the values of its foreign currency transactions, which could adversely affect its operating results. Translation risk is not hedged.

Interest rate risk

Just Energy is only exposed to interest rate fluctuations associated with its floating rate Credit Facility.

A 1% increase (decrease) in interest rates would have resulted in a decrease (increase) of approximately $1.3 million in income from continuing operations before income taxes in the Consolidated Statement of Operations for the year ended March 31, 2022.

Commodity price risk

Just Energy is exposed to market risks associated with commodity prices and market volatility where estimated customer requirements do not match actual customer requirements. Management actively monitors these positions on a daily basis in accordance with its risk management policy. This policy sets out a variety of limits, most importantly thresholds for open positions in the gas and electricity portfolios, which also feed a value at risk limit. Should any of the limits be exceeded, they are closed expeditiously or express approval to continue to hold is obtained. Just Energy’s exposure to market risk is affected by a number of factors, including accuracy of estimation of customer commodity requirements, commodity prices, volatility and liquidity of markets. Just Energy enters into derivative instruments in order to manage exposures to changes in commodity prices. The derivative instruments that are used are designed to fix the price of supply for estimated customer commodity demand and thereby fix margins. Derivative instruments are generally transacted over the counter. The inability or failure of Just Energy to manage and monitor the above market risks could have a material adverse effect on the operations and cash flows of Just Energy. Just Energy mitigates the exposure to variances in customer requirements that are driven by changes in expected weather conditions through active management of the underlying portfolio, which involves, but is not limited to, the purchase of options including weather derivatives. Just Energy’s ability to mitigate weather effects is limited by the degree to which weather conditions deviate from normal.

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Commodity price sensitivity — all derivative instruments

If all the energy prices associated with derivative instruments including natural gas, electricity and RECs had risen by 10%, assuming that all of the other variables had remained constant, income from continuing operations before income taxes for the year ended March 31, 2022 would have increased by $295.2 million.

On the contrary, a fall of 10% in the energy prices associated with derivative instruments including natural gas, electricity and RECs, assuming that all of the other variables had remained constant, income from continuing operations before income taxes for the year ended March 31, 2022 would have decreased by $340.2 million, primarily as a result of the change in fair value of Just Energy’s derivative instruments.

Customer credit risk

The lifetime ECL reflects Just Energy’s best estimate of credit losses on the accounts receivable and unbilled revenue balances. Just Energy determines the lifetime ECL by using historical loss rates and forward-looking factors, if applicable. The Company accrues an allowance for current ECL based on (i) estimates of uncollectable revenues by analyzing accounts receivable aging and current and reasonable forecasts of expected economic factors including weather-related events; and (ii) historical collections and delinquencies.

Just Energy determines the lifetime expected credit loss by using historical loss rates and forward–looking factors, if applicable. Just Energy is exposed to customer credit risk on its continuing operations in Alberta, Texas, Illinois (gas), California (gas) and Ohio (electricity) and for certain Commercial customers in dual-billing markets including Illinois (power), Pennsylvania (power), Massachusetts (power), New York and New Jersey. Credit review processes have been implemented to perform credit evaluations of customers and manage customer default. If a significant number of customers were to default on their payments, it could have a material adverse effect on the operations and cash flows of Just Energy. Management factors default from credit risk in its margin expectations for all of the above markets.

In the remaining markets, the LDCs provide collection services and assume the risk of any bad debts owing from Just Energy’s customers for a fee that is recorded in cost of goods sold. Although there is no assurance that the LDCs providing these services will continue to do so in the future, management believes that the risk of the LDCs failing to deliver payment to Just Energy is minimal. For further details please refer to Part II, Item 8, “Financial Statements and Supplementary Data”, Note 7 (b), Trade and other receivables.

The aging of the trade accounts receivable, excluding the provision for expected credit losses, from the markets where the Company bears customer credit risk was as follows:

As at March 31,

    

2022

2021

Current

$

57,766

$

46,710

1–30 days

 

16,061

 

15,439

31–60 days

 

4,470

 

3,017

61–90 days

 

1,220

 

1,705

Over 90 days

 

5,106

 

8,307

Total trade receivables

$

84,623

$

75,178

Physical supplier risk

Just Energy purchases the majority of the gas and electricity delivered to its customers through long-term contracts entered into with various suppliers. Just Energy has an exposure to supplier risk as the ability to continue to deliver gas and electricity to its customers is reliant upon the ongoing operations of these suppliers and their ability to fulfill their contractual obligations.

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Counterparty credit risk

Counterparty credit risk represents the loss that Just Energy would incur if a counterparty fails to perform under its contractual obligations. This risk would manifest itself in Just Energy replacing contracted supply at prevailing market rates, thus impacting the related customer margin. Counterparty limits are established within the risk management policy. Any exceptions to these limits require approval from the Risk Committee of the Board of Directors of Just Energy. The risk department and Risk Committee of the Board of Directors monitor current and potential credit exposure to individual counterparties and also monitor overall aggregate counterparty exposure. However, the failure of a counterparty to meet its contractual obligations could have a material adverse effect on the operations and cash flows of Just Energy.

As at March 31, 2022 and 2021 Just Energy has applied an adjustment factor to determine the fair value of its derivative instruments in the amount of $2.3 million and $0.9 million, respectively to accommodate for its counterparties’ risk of default.

As at March 31, 2022 and 2021, the estimated net counterparty credit risk exposure amounted to $580.5 million and $23.1 million, respectively, representing the risk relating to Just Energy’s exposure to derivatives that are in an asset position of which the Company held collateral (cash and letters of credit) against those positions of $103.2 million resulting in a net exposure of $477.3 million.

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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

Report of independent registered public accounting firm Ernst & Young LLP (PCAOB ID 1263) on the Consolidated Financial Statements

F-1

Consolidated Balance Sheets

F-4

Consolidated Statements of Operations

F-5

Consolidated Statements of Comprehensive Income (Loss)

F-6

Consolidated Statements of Shareholders’ Equity (Deficit)

F-7

Consolidated Statements of Cash Flows

F-8

Notes to the Consolidated Financial Statements

F-9

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Just Energy Group Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Just Energy Group Inc. as of March 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended March 31, 2022 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Just Energy Group Inc. as of March 31, 2022 and 2021, and its financial performance and its cash flows for each of the three years in the period ended March 31, 2022, in conformity with United States generally accepted accounting principles.

Just Energy Group Inc.’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that Just Energy Group Inc. will continue as a going concern. As discussed in note 3 to the consolidated financial statements, Just Energy Group Inc. is currently undergoing Companies’ Creditors Arrangement Act (Canada) (“CCAA”) proceedings and the debt has been classified in the consolidated financial statements as a current liability as of March 31, 2022.  Just Energy Group Inc. has stated that these conditions, along with other matters as set forth in note 3, indicate the existence of material uncertainties that raise substantial doubt about Just Energy Group Inc.’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of Just Energy Group Inc.’s management. Our responsibility is to express an opinion on Just Energy Group Inc.’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Just Energy Group Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated  financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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Valuation of level III derivative financial instruments

Description of the Matter

As disclosed in notes 4 and 13 of the consolidated financial statements, the Company enters into transactions that are accounted for as derivative financial instruments and are recorded at fair value. The valuation of derivative financial instruments classified as level III are determined using assumptions that are unobservable. As of March 31, 2022 the Company’s derivative financial instruments classified as level III were $522.5 million in an asset position and $1.0 million in a liability position.  

Auditing the valuation of level III derivative financial instruments requires the involvement of internal valuation specialists, significant auditor judgments, and estimates concerning unobservable inputs in relation to forward pricing curves and credit spreads used to calculate the fair value. Therefore, the fair value measurement of level III derivative financial instruments was identified as a critical audit matter.

How We Addressed the Matter in Our Audit

We obtained an understanding of the Company’s processes and we evaluated and tested the design and operating effectiveness of internal controls addressing the determination and review of inputs used in measuring the fair value of level III derivatives.

Our audit procedures included, among others, with the assistance of our internal valuation specialists, evaluating management’s internal valuation methodologies and unobservable inputs applied to level III derivative financial instruments. We completed an independent revaluation for a sample of level III derivative financial instruments to test the mathematical accuracy, which included testing the unobservable inputs by comparing to third party information. For a sample of level III derivative financial instruments, we agreed the contractual trade inputs to the executed commodity contracts. We reviewed the appropriateness and completeness of level III derivative financial instruments disclosures with the requirements of accounting principles generally accepted in the United States of America.

Measurement of expected credit loss

Description of the Matter

As disclosed in notes 4 and 7 of the consolidated financial statements, the Company measures the expected credit loss where the Company bears customer credit risk. The expected credit loss allowance is the Company’s estimate of losses on account receivables and unbilled revenue based on historical loss rates and forward-looking information. As of March 31, 2022 the Company’s balance of account receivables where the Company bears customer credit risk were $84.6 million with a related allowance for doubtful accounts of $14.0 million.

Auditing the determination of the account receivables and unbilled revenue expected credit allowance relies on judgements and estimates in the assessment of expected credit loss allowance. Therefore, measurement of expected credit loss allowance was identified as a critical audit matter.

How We Addressed the Matter in Our Audit

We obtained an understanding of the Company’s processes and we evaluated and tested the design and operating effectiveness of internal controls addressing the determination and review of inputs used in determining the expected credit loss rate.

We tested the completeness and accuracy of the data underlying the calculation of the expected credit loss allowance by reconciling to the Company’s financial reporting systems and recalculated the expected credit loss allowance. We assessed management’s expected credit loss rates against the actual historical credit loss rates. We assessed management’s consideration of forward-looking information in the determination of the expected credit loss rates by evaluating the reasonableness of management’s judgements applied. We obtained and evaluated the analysis prepared by

ANNUAL REPORT 2022 | JUST ENERGY

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management that utilized subsequent cash collection information to analyze the precision of the Company’s expected credit loss rates in determining the expected credit loss allowance.

/s/Ernst and Young LLP

Chartered Professional Accountants

Licensed Public Accountants

We have served as Just Energy Group Inc.’s auditor since 2011

Toronto, Canada

August 5, 2022

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Consolidated Balance Sheets

As at March 31

(in thousands of U.S. dollars)

    

 

 

As of March 31,

    

Notes

 

2022

    

2021

ASSETS

 

  

  

 

  

Current assets

 

  

  

 

Cash and cash equivalents

 

$

125,755

$

171,761

Restricted cash

 

  

 

2,736

 

905

Trade and other receivables, net

 

7(a)

 

308,941

 

270,538

Securitization proceeds receivable from ERCOT

7(d)

147,500

Gas in storage

 

  

 

3,313

 

2,379

Derivative instruments

 

13

 

538,700

 

18,382

Income taxes recoverable

 

  

 

11,774

 

6,551

Other current assets

 

8(a)

 

131,570

 

129,944

Total current assets

1,270,289

600,460

Non-current assets

 

  

 

 

  

Investments

 

9

 

 

26,154

Property and equipment, net

 

10

 

6,505

 

14,177

Intangible assets, net

 

12

 

43,815

 

56,240

Goodwill

 

12

 

130,945

 

130,235

Derivative instruments

 

13

 

133,014

 

8,429

Deferred income taxes

 

18

 

198

 

2,977

Other non-current assets

 

8(b)

 

39,048

 

28,042

Total non-current assets

 

353,525

 

266,254

TOTAL ASSETS

 

  

$

1,623,814

$

866,714

LIABILITIES

 

  

 

  

 

  

Current liabilities

 

  

 

  

 

  

Trade and other payables

 

14

$

349,923

$

310,114

Deferred revenue

 

  

 

695

 

1,119

Income taxes payable

 

  

 

2,370

 

3,281

Derivative instruments

 

13

 

13,170

 

11,115

Provisions

 

 

 

5,396

Current portion of long-term debt

 

16

 

126,289

 

103,215

Total current liabilities

492,447

434,240

Liabilities subject to compromise

14, 15, 16

845,890

854,984

Non-current liabilities

 

  

 

 

  

Long-term debt

 

16

 

130

 

1,240

Derivative instruments

 

13

 

12,916

 

48,643

Deferred income taxes

 

18

 

75,792

 

2,186

Other non-current liabilities

 

  

 

2,438

 

4,978

Total non-current liabilities

 

91,276

 

57,047

TOTAL LIABILITIES

 

  

$

1,429,613

$

1,346,271

Commitments and contingencies

25

SHAREHOLDERS’ EQUITY

 

  

 

 

  

Common shares, no par value; unlimited shares authorized at March 31, 2022 and March 31, 2021; 48,078,637 shares issued and outstanding at March 31, 2022; 48,078,637 shares issued and outstanding at March 31, 2021

 

19

$

1,168,162

$

1,168,162

Contributed deficit

 

  

 

(12,073)

 

(13,558)

Accumulated deficit

 

  

 

(1,088,119)

 

(1,766,646)

Accumulated other comprehensive income

 

  

 

126,527

 

132,797

Non-controlling interest

 

  

 

(296)

 

(312)

TOTAL SHAREHOLDERS’ EQUITY

 

  

 

194,201

 

(479,557)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

  

$

1,623,814

$

866,714

See accompanying notes to the Consolidated Financial Statements

/s/ Scott Gahn

    

/s/ Stephen Schaefer

Chief Executive Officer and President

Corporate Director

ANNUAL REPORT 2022 | JUST ENERGY

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Consolidated Statements of Operations

For the year ended March 31

(in thousands of U.S. dollars, except per share amounts)

    

For the year ended March 31, 

Notes

2022

    

2021

    

2020

CONTINUING OPERATIONS

 

  

  

 

  

 

  

Revenue

 

17

$

2,154,608

$

2,074,828

$

2,371,702

Cost of goods sold

 

 

1,827,978

 

3,502,503

 

1,894,297

GROSS MARGIN

 

  

 

326,630

 

(1,427,675)

 

477,405

INCOMES (EXPENSES)

 

  

 

 

 

Administrative

 

  

 

(108,186)

 

(112,457)

 

(135,214)

Selling and marketing

 

  

 

(135,352)

 

(135,768)

 

(165,862)

Provision for expected credit loss

 

 

(24,242)

 

(25,712)

 

(60,286)

Depreciation and amortization

(19,586)

(18,112)

(31,118)

Interest expense

 

16

 

(34,868)

 

(65,167)

 

(80,310)

Reorganization costs

 

22

 

(106,235)

 

(39,814)

 

Restructuring costs

21

(5,368)

Gain on September 2020 Recapitalization transaction, net

38,915

Unrealized gain (loss) on derivative instruments and other

 

13

 

682,393

 

50,923

 

(144,553)

Realized gain (loss) on derivative instruments

 

 

166,155

 

1,494,001

 

(18,327)

Gain on investment

9

15,041

Impairment of goodwill, intangible assets and others

(10,377)

(91,451)

(66,221)

Other income (expenses), net

 

  

 

(394)

 

(1,384)

 

25,524

Income (loss) from continuing operations before income taxes

 

  

 

750,979

 

(339,069)

 

(198,962)

Income tax expense

 

18

 

72,495

 

1,736

 

5,468

INCOME (LOSS) FROM CONTINUING OPERATIONS

 

  

$

678,484

$

(340,805)

$

(204,430)

 

  

 

 

 

Income from discontinued operations, net of income tax

29

9,068

NET INCOME (LOSS)

 

  

$

678,484

$

(340,776)

$

(195,362)

Less: Net loss attributable to non-controlling interest

 

  

 

(43)

 

(106)

 

(54)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS

 

  

 

$

678,527

$

(340,670)

$

(195,308)

Earnings (loss) per share from continuing operations

 

23

 

 

 

Basic

 

  

$

14.11

$

(9.99)

$

(20.74)

Diluted

 

  

$

13.87

$

(9.99)

$

(20.74)

Earnings per share from discontinued operations

 

 

 

 

Basic

 

  

$

$

$

0.92

Diluted

 

  

$

$

$

0.92

Earnings (loss) per share

Basic

$

14.11

$

(9.99)

$

(19.82)

Diluted

$

13.87

$

(9.99)

$

(19.82)

Weighted average shares outstanding

 

 

 

 

Basic

 

  

48,078,637

34,125,199

9,856,640

Diluted

 

  

48,919,620

34,568,161

9,946,242

See accompanying notes to the Consolidated Financial Statements

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Consolidated Statements of Comprehensive Income (Loss)

For the year ended March 31

(in thousands of U.S. dollars)

    

For the year ended March 31, 

2022

    

2021

    

2020

NET INCOME (LOSS)

 

  

$

678,484

$

(340,776)

$

(195,362)

Other comprehensive income (loss), net of income tax:

Unrealized gain (loss) on translation of foreign operations, net of income tax

 

  

 

(6,270)

 

(9,696)

 

1,057

Unrealized gain (loss) on translation of foreign operations from discontinued operations, net of income tax

 

  

 

 

(705)

 

10,487

Gain (loss) on translation of foreign operations disposed and reclassified to Consolidated Statements of Operations, net of income tax

 

 

 

127

 

(9,551)

Other comprehensive income (loss) net of income tax

 

(6,270)

 

(10,274)

 

1,993

TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR, NET OF INCOME TAX

 

  

  

$

672,214

$

(351,050)

$

(193,369)

Total comprehensive loss attributable to:

 

  

 

 

 

Less: Net loss attributable to non-controlling interest

 

  

 

(43)

 

(106)

 

(54)

TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS, NET OF INCOME TAX

 

  

  

$

672,257

$

(350,944)

$

(193,315)

See accompanying notes to the Consolidated Financial Statements

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Consolidated Statements of Shareholders’ Equity (Deficit)

For the year ended March 31

(in thousands of U.S. dollars)

    

As at March 31,

Notes

2022

    

2021

    

2020

    

ATTRIBUTABLE TO THE SHAREHOLDERS

 

  

 

  

 

  

 

  

Accumulated earnings (loss)

Accumulated earnings (loss), beginning of year

 

  

$

(231,208)

$

109,462

$

304,770

Net income (loss) for the year as reported, attributable to shareholders

 

  

 

678,527

 

(340,670)

 

(195,308)

Accumulated earnings (loss), end of year

 

  

$

447,319

$

(231,208)

$

109,462

DIVIDENDS AND DISTRIBUTIONS

 

  

 

 

 

Dividends and distributions, beginning of year

 

  

 

(1,535,438)

 

(1,535,421)

 

(1,516,957)

Dividends and distributions declared and paid

 

 

 

(17)

 

(18,464)

Dividends and distributions, end of year

 

  

$

(1,535,438)

$

(1,535,438)

$

(1,535,421)

ACCUMULATED DEFICIT

 

  

$

(1,088,119)

$

(1,766,646)

$

(1,425,959)

ACCUMULATED OTHER COMPREHENSIVE INCOME

 

  

 

 

 

Accumulated other comprehensive income, beginning of year

 

  

$

132,797

$

143,071

$

141,078

Other comprehensive income (loss)

 

  

 

(6,270)

 

(10,274)

 

1,993

Accumulated other comprehensive income, end of year

 

  

$

126,527

$

132,797

$

143,071

SHAREHOLDERS’ CAPITAL

 

 

 

 

Common shares

 

  

 

 

 

Common shares, beginning of year

 

19(a)

$

1,168,162

$

839,778

$

831,080

Issuance of shares September 2020 Recapitalization

328,842

Issuance cost associated with September 2020 Recapitalization

(1,179)

Share-based units exercised

 

 

 

721

 

8,698

Common shares, end of year

 

  

$

1,168,162

$

1,168,162

$

839,778

Preferred shares

 

 

 

 

Preferred shares, beginning of year

 

19(a)

$

$

111,948

$

111,948

Settled with common shares

(111,948)

Preferred shares, end of year

 

  

$

$

$

111,948

SHAREHOLDERS’ CAPITAL

 

  

$

1,168,162

$

1,168,162

$

951,726

EQUITY COMPONENT OF CONVERTIBLE DEBENTURES

 

  

 

 

 

Balance, beginning of year

 

16(i)

$

$

9,911

$

9,911

Settled with common shares

(9,911)

Balance, end of year

 

  

$

$

$

9,911

CONTRIBUTED DEFICIT

 

  

 

 

 

Balance, beginning of year

 

  

$

(13,558)

$

(27,382)

$

(24,280)

Add: Share-based compensation expense

 

 

1,485

 

4,949

 

9,606

Non-cash deferred share grant distribution

17

(1,370)

Transferred from equity component

9,911

Less: Share-based units exercised

(721)

(8,595)

Share-based compensation adjustment

(332)

(2,743)

Balance, end of year

 

  

$

(12,073)

$

(13,558)

$

(27,382)

NON-CONTROLLING INTEREST

 

  

 

 

 

Balance, beginning of year

 

  

$

(312)

$

(292)

$

(298)

Foreign exchange impact on non-controlling interest

 

  

 

60

 

86

 

60

Loss attributable to non-controlling interest

 

  

 

(44)

 

(106)

 

(54)

Balance, end of year

 

  

$

(296)

$

(312)

$

(292)

TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)

 

  

$

194,201

$

(479,557)

$

(348,925)

See accompanying notes to the Consolidated Financial Statements

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Consolidated Statements of Cash Flows

For the year ended March 31

(in thousands of U.S. dollars)

    

For the year ended March 31, 

Notes

2022

    

2021

2020

CASH FLOWS FROM OPERATING ACTIVITIES

 

  

 

  

 

  

 

  

Net income (loss) from continuing operations

 

  

$

678,484

$

(340,805)

$

(204,430)

Net income from discontinued operations

 

  

 

 

29

 

9,068

Net income (loss)

 

  

 

678,484

 

(340,776)

 

(195,362)

Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:

 

  

 

 

 

Depreciation and amortization

 

 

19,759

 

18,267

 

30,896

Impairment of goodwill, intangible assets and others

10,377

91,451

66,221

Share-based compensation expense

 

 

1,480

 

4,962

 

9,171

Interest expense, non-cash portion

 

  

 

 

22,620

 

15,378

Reorganization items (non-cash)

47,413

32,418

Operating leased asset payments

(2,052)

(2,795)

(3,948)

Loss (gain) on sale of subsidiaries, net

337

(31,816)

Unrealized (gain) loss in fair value on derivative instruments and other

 

13

 

(682,393)

 

(50,923)

 

144,553

Gain on investment

9

(15,041)

Gain from September 2020 Recapitalization transaction

(59,566)

Net change in working capital balances

 

27

 

(24,507)

 

(101,249)

(12,186)

Income and deferred income taxes

70,251

(3,015)

4,089

Securitization proceeds receivable from ERCOT

7(d)

(147,500)

Liabilities subject to compromise

8,619

400,538

Adjustment for discontinued operations, net

 

  

 

 

88

 

(2,236)

Net cash provided (used) by operating activities

 

  

 

(35,110)

 

12,357

 

24,760

CASH FLOWS FROM INVESTING ACTIVITIES

 

  

 

 

 

Purchase of property and equipment

 

  

 

(903)

 

(336)

 

(1,521)

Purchase of intangible assets

 

  

 

(9,594)

 

(8,852)

 

(10,138)

Proceeds from sale of investments

9

40,713

Payments for acquired business

(8,467)

Proceeds from disposition of subsidiaries

3,672

5,408

Net cash provided (used) by investing activities

 

  

 

30,216

 

(5,516)

 

(14,718)

CASH FLOWS FROM FINANCING ACTIVITIES

 

  

 

 

 

Proceeds from DIP Facility

 

16

 

25,000

 

100,000

 

Proceeds from issuance of common stock, net

75,694

Debt issuance costs

(1,293)

(5,058)

Repayment of long-term debt

 

16

 

(2,271)

 

(3,838)

 

(19,126)

Finance leased asset payments

 

 

(48)

 

(113)

 

(359)

Share swap payout

(17,088)

Credit facilities receipts (payments)

 

 

(60,790)

 

(6,992)

 

26,163

Dividends paid

(18,448)

Issuance of long-term debt

13,020

Net cash provided (used) by financing activities

 

  

 

(39,402)

 

142,605

 

1,250

Effect of foreign currency translation on cash balances

 

  

 

121

 

1,768

 

(267)

Net increase (decrease) in cash and cash equivalents and restricted cash

 

  

 

(44,175)

 

151,214

 

11,025

Cash and cash equivalents and restricted cash, beginning of year

  

 

172,666

 

21,452

 

10,427

Cash and cash equivalents and restricted cash, end of year

 

  

$

128,491

$

172,666

$

21,452

Supplemental cash flow information:

 

  

 

 

 

Interest paid

 

  

$

34,868

$

42,461

$

59,183

Income taxes paid

 

  

2,133

7,749

325

See accompanying notes to the Consolidated Financial Statements

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Notes to the Consolidated Financial Statements

For the year ended March 31, 2022

(in thousands of U.S dollars, except where indicated and per share amounts)

1.ORGANIZATION

Just Energy is a corporation established under the laws of Canada to hold securities of its directly or indirectly owned operating subsidiaries. The registered office of Just Energy is First Canadian Place, 100 King Street West, Toronto, Ontario, Canada. The Consolidated Financial Statements consist of Just Energy and its subsidiaries. The Consolidated Financial Statements were approved by the Board of Directors on August 4, 2022.

Companies’ creditors arrangement and Chapter 15 proceedings

In February 2021, the State of Texas experienced the Weather Event. The Weather Event led to increased electricity demand and sustained high prices from February 13, 2021 through February 20, 2021. As a result of the losses sustained and without sufficient liquidity to pay the corresponding invoices from the ERCOT when due, on March 9, 2021, Just Energy applied for and received Court Orders under the CCAA from the Ontario Court and under Chapter 15 in the U.S. from the Houston Court. Protection under the Court Orders allows Just Energy to operate while it restructures its capital structure.

As part of the CCAA filing, the Company entered into a $125.0 million DIP Facility financing with certain affiliates of PIMCO (refer to Note 16(a) and Note 26). The Company also entered into qualifying support agreements with its largest commodity supplier and ISO services provider. The filings and associated DIP Facility arranged by the Company enabled Just Energy to continue all operations without interruption throughout the U.S. and Canada and to continue making payments required by ERCOT and satisfy other regulatory obligations.

On September 15, 2021, the Ontario Court approved the Company’s request to establish a claims process to identify and determine claims against the Company and its subsidiaries that are subject to the ongoing Claims Procedure Order. As part of the CCAA proceedings and in accordance with the Claims Procedure Order, Just Energy continues to review and determine which claims will be allowed, modified or disallowed, which may result in additional liabilities subject to compromise that are not currently reflected in the Consolidated Financial Statements (refer to Note 25(d)).

Plan Support Agreement

As previously disclosed, in connection with the CCAA filing, on May 12, 2022, the Company, the Stalking Horse Purchaser and certain other parties thereto, entered into a plan support agreement (the “Plan Support Agreement”). Upon the execution of the SISP Support Agreement (defined below), the Plan Support Agreement and the transactions contemplated thereunder were automatically terminated pursuant to its terms.

The Plan Support Agreement contemplated the implementation of a recapitalization and financial restructuring of the Just Energy Entities through: (i) a reorganization of the Just Energy Entities, (ii) a rights offering for the issuance of approximately $192.5 million of new common equity which would be backstopped by the Stalking Horse Purchaser pursuant to the Backstop Commitment Letter, (iii) the issuance of new preferred equity, which would be owned entirely by the Stalking Horse Purchaser, and new common equity, (iv) the cancellation for no consideration of all outstanding shares of the Company and (v) the entry into the new credit agreement and the new intercreditor agreement.

The Plan Support Agreement contained certain covenants on the part of the parties thereto, as well as certain conditions to the obligations of such parties and for termination upon the occurrence of certain events, including, without limitation, the failure to achieve certain milestones and certain breaches by the parties under the Plan Support Agreement.

Backstop Commitment Letter

Also, as previously disclosed, in connection with the Plan Support Agreement, on May 12, 2022, the Stalking Horse Purchaser entered into a Backstop Commitment Letter (the “Backstop Commitment Letter”) with Just Energy (U.S.)

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Corp., pursuant to which the Stalking Horse Purchaser (the “Backstop Parties”) agreed to backstop the approximately $192.5 million rights offering contemplated by the Plan Support Agreement. Upon the execution of the SISP Support Agreement (defined below), the Backstop Commitment Letter and the transactions contemplated thereunder were automatically terminated pursuant to its terms.

Under the Backstop Commitment Letter, the Backstop Parties agreed, subject to the terms and conditions of the Backstop Commitment Letter, to (i) purchase new common equity of the new parent company of the Just Energy Entities, (ii) subscribe for and receive its pro rata share of any unsubscribed new common equity in the rights offering and (iii) subscribe for and receive its pro rata share of new common equity in the rights offering upon the failure by another participant to fulfill its subscription obligations by the participation deadline. The issuance of the new common equity under the rights offering will represent in the aggregate 80% of the new common equity of the new parent company of the Just Energy Entities.

Under the Backstop Commitment Letter, Just Energy (U.S.) Corp. agreed to issue and deliver 10% of the outstanding new common shares on the effective date, which would have constituted backstop commitment fee shares. In addition, Just Energy (U.S.) Corp. agreed to pay a termination fee of $15 million to the Backstop Parties if the Plan Support Agreement is terminated under certain circumstances. Pursuant to the Backstop Commitment Letter, the term loan lenders of the Just Energy Entities were entitled to participate in the rights offering as backstop parties for their pro rata shares of new common equity. The Backstop Parties’ commitments to backstop the rights offering and the other transactions contemplated by the Backstop Commitment Letter were conditioned upon the satisfaction of all applicable conditions set forth in the Backstop Commitment Letter.

Sale and Solicitation Process and Stalking Horse Transaction

On August 4, 2022, the Company entered into a stalking horse transaction agreement (the “Stalking Horse Transaction Agreement”) with the Stalking Horse Purchaser and a support agreement (the “SISP Support Agreement”) in connection with the SISP that is intended to facilitate its exit from the Company’s ongoing insolvency proceedings as a going concern.

Under the SISP, interested parties are invited to participate in accordance with the approved SISP procedures. If one or more qualified bids (other than the transaction contemplated by the Stalking Horse Transaction) are received by September 29, 2022, then Just Energy intends to proceed with an auction to determine the successful bid(s), subject to the terms of the approved SISP procedures. If the Stalking Horse Purchaser is determined to be the successful bidder at the conclusion of the SISP and is subsequently approved by the Court, the Stalking Horse Purchaser will become the sole shareholder of Just Energy (U.S.) Corp., which will be the new parent company of all of the Just Energy Entities, including the Company, and the Just Energy Entities will continue their business and operations as a going concern.

The SISP Support Agreement further contemplates the entry into the Stalking Horse Transaction pursuant to the Stalking Horse Transaction Agreement, under which, among other things, (A) the Stalking Horse Purchaser agreed to act as a “stalking horse” bidder with respect to the SISP, (B) the existing common shares and all other equity interests of the Company would be cancelled or redeemed for no consideration, (C) the issuance of new common equity and new preferred equity of the new parent company of the Just Energy Entities, which will be owned entirely by certain affiliates of the Stalking Horse Purchaser, and (v) the entry into a new credit agreement and a new intercreditor agreement on the terms set forth in the term sheets appended to the SISP Support Agreement.

The SISP Support Agreement contains certain covenants on the part of the parties thereto, as well as certain termination rights upon the occurrence of certain events, including, without limitation, (i) the failure to achieve certain milestones and certain breaches by the parties under the SISP Support Agreement and (ii) the Stalking Horse Purchaser not being the successful bidder under the SISP procedures. Additionally, upon the execution of the SISP Support Agreement, each of the Plan Support Agreement, the Backstop Commitment Letter and the transactions contemplated thereunder were automatically terminated.

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Key terms of the Stalking Horse Transaction include:

The Stalking Horse Purchaser will become the sole shareholder of Just Energy (U.S.) Corp., which will be the new parent company of all of the Just Energy Entities, including the Company, and the Just Energy Entities will continue their business and operations as a going concern.
The purchase price payable pursuant to the Stalking Horse Transaction is (i) $184.9 million in cash; plus (ii) a credit bid of approximately $230 million plus accrued interest of secured claims assigned to the Stalking Horse Purchaser; plus (iii) the assumption of Assumed Liabilities (as defined below), including up to CAD$10 million owing under the Company’s first lien credit facility (the “Credit Facility Remaining Debt”) to remain outstanding under an amended and restated credit agreement.
Post-filing claims, the Credit Facility Remaining Debt, claims by energy regulators, and certain other liabilities enumerated in the Stalking Horse Transaction Agreement (“Assumed Liabilities”) will continue to be liabilities of the Just Energy Entities following consummation of the Stalking Horse Transaction. Excluded liabilities and assets of the Just Energy Entities will be discharged from the Just Energy Entities pursuant to an Approval and Vesting Order to be sought subject to the Stalking Horse Transaction being the successful bid in the SISP.
No amounts will be available for distribution to the Just Energy Entities’ general unsecured creditors, including the Term Loan lenders.
All currently outstanding shares, options and other equity of Just Energy will be cancelled or redeemed for no consideration and without any vote of the existing shareholders.
A break-up fee of $14.7 million to be paid to the Stalking Horse Purchaser upon the consummation of an Alternative Restructuring Proposal (as defined in the Transaction Agreement) in the event of termination of the Transaction Agreement in certain specified circumstances.

The parties’ obligations under the Stalking Horse Transaction Agreement are conditioned upon the satisfaction or waiver of all applicable conditions set forth in the Stalking Horse Transaction Agreement, including, among others, the entry by the Court of the SISP Order and the Vesting Order, the completion of the Implementation Steps by the Just Energy Entities, the receipt of all required Transaction Regulatory Approvals (as defined in the Transaction Agreement) and that upon the consummation of the Transaction, no Just Energy Entity will be a reporting issuer (or equivalent) under any United States or Canadian securities laws.

On June 7, 2022, the Ontario Court extended the stay until August 19, 2022. The stay extension allows the Company to continue to operate in the ordinary course of business while pursuing its proposed restructuring plan.

On May 19, 2022, the common shares of the Company were transferred from the TSX Venture Exchange to the NEX and are trading under the symbol “JE.H.”.  The Company’s common shares continue to trade on the OTC Pink Market under the symbol “JENGQ”.

Weather-event related uplift securitization proceeds

On June 16, 2021, HB 4492 became law in Texas. HB 4492 provides a mechanism for recovery of certain Weather Event  Costs, incurred by various parties, including the Company, during the Weather Event, through certain securitization structures.

On October 13, 2021, the PUCT approved the Final Order authorizing the securitization of certain Weather Event costs by ERCOT. On December 7, 2021, ERCOT filed its calculation with the PUCT in accordance with the PUCT final order implementing HB 4492. The Company received $147.5 million in June 2022.

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2.OPERATIONS

Just Energy is a retail energy provider specializing in electricity and natural gas commodities and bringing energy efficient solutions, carbon offset and renewable energy options to customers. Operating in the U.S. and Canada, Just Energy serves both residential and commercial customers, providing homes and businesses with a broad range of energy solutions that deliver comfort, convenience and control. Just Energy is the parent company of Amigo Energy, Filter Group, Hudson Energy, Interactive Energy Group, Tara Energy and Terrapass.

Just Energy’s current commodity product offerings include fixed, variable, index and flat rate options. By fixing the price of electricity or natural gas under its fixed-price or price-protected program contracts for a period of up to five years, Just Energy’s customers offset their exposure to changes in the price of these essential commodities. Variable rate products allow customers to maintain flexibility while retaining the ability to lock into a fixed price at their discretion. Flat-bill products allow customers to pay a flat rate each month regardless of usage. Just Energy derives its gross margin from the difference between the price at which it is able to sell the commodities to its customers and the related price at which it purchases the associated volumes from its suppliers.

Just Energy has two business segments: the mass markets segment and the commercial segment. The mass markets segment includes customers acquired and served under the Just Energy, Tara Energy, Amigo Energy and Terrapass brands. Marketing of the energy products of this segment is primarily done through digital and retail sales channels. The commercial segment includes customers acquired and served under Hudson Energy, as well as brokerage services managed by Interactive Energy Group. Hudson Energy sales are made through three main channels: brokers, door-to-door commercial independent contractors and inside commercial sales representatives.

Just Energy offers green products through Terrapass and its JustGreen program. Green products offered through Terrapass allow customers to offset their carbon footprint without buying energy commodity products and can be offered in all states and provinces without being dependent on energy deregulation. The JustGreen electricity product offers customers the option of having all or a portion of their electricity sourced from renewable green sources such as wind, solar, hydropower or biomass, via power purchase agreements and renewable energy certificates. The JustGreen gas product offers carbon offset credits that allow customers to reduce or eliminate the carbon footprint of their homes or businesses.

Through Filter Group, Just Energy provides subscription-based home water filtration systems to residential customers, including under-counter and whole-home water filtration solutions.

Just Energy markets its product offerings through multiple sales channels including digital, retail, door-to-door, brokers and affinity relationships.

On September 28, 2020, the Company completed the September 2020 Recapitalization. The September 2020 Recapitalization was undertaken through a plan of arrangement under the CBCA.

3.BASIS OF PRESENTATION

(a)Compliance with U.S. GAAP

Prior to March 31, 2022, the Company prepared its financial statements in accordance with IFRS, as issued by the IASB, as permitted in the United States based on the Company’s qualification as a “foreign private issuer” under the rules and regulations of the SEC. As at September 30, 2021, the Company no longer qualified as a foreign private issuer, the Company, is considered a domestic filer and now prepares its consolidated financial statements in accordance with U.S. GAAP, as issued by the FASB.

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(b)Basis of presentation

Effective April 1, 2021, the Company elected to change its reporting currency from CAD to USD. The comparative periods in these Consolidated Financial Statements have been reported using U.S. dollar reporting currency to conform with the current year's presentation. The Company's subsidiaries operating in the U.S. have a USD functional currency, and those operating in Canada have a CAD functional currency. Monetary assets and liabilities denominated in Canadian dollars are retranslated into the reporting currency at the spot exchange rate on the balance sheet date. Any resulting exchange differences are included in the Consolidated Statement of Operations. Non-monetary assets and liabilities, other than those measured at fair value, are translated at the exchange rate on the date of the initial transaction. Consolidated Statement of Operations items are translated at the average exchange rate for each period presented.

The Consolidated Financial Statements, including comparative periods, are presented in USD and all values are rounded to the nearest thousand, except where otherwise indicated. The Consolidated Financial Statements are prepared on a going concern basis under the historical cost convention, except for certain financial assets and liabilities that are stated at fair value.

The preparation of the Consolidated Financial Statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, income and expenses. The estimates and related assumptions are based on previous experience and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about carrying values of assets and liabilities that are not readily apparent from other sources.

Principles of consolidation

The Consolidated Financial Statements include Just Energy's accounts and operations and those of its subsidiaries in which the Company has a controlling interest. All intercompany balances, income, expenses, and unrealized gains and losses resulting from intercompany transactions are eliminated on consolidation. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. As such, Just Energy applies the guidance of ASC 810, Consolidations, to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a Variable Interest Entity, should be consolidated.

Use of estimates

The preparation of the Consolidated Financial Statements requires estimates and assumptions about future events that affect the reporting of assets and liabilities at the dates and the reported amounts of revenue and expense, including fair value measurements, estimates of expected obligations, judgments related to the potential timing of events and other estimates. In the event estimates and/or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information.

In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as long-lived assets’ depreciable lives, tax provisions, uncollectible accounts, the valuation of derivative instruments, loss contingencies, and assets acquired and liabilities assumed in business combinations, among others. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.

Going concern

The Consolidated Financial Statements included herein have been prepared as if the Company were a going concern and in accordance with ASC 852, Reorganizations. See Note 1 for additional details regarding the CCAA proceedings. As a result, the Company has segregated prepetition unsecured or undersecured liabilities and obligations whose treatment and satisfaction are dependent on the outcome of the CCAA proceedings and have classified these items as Liabilities Subject To Compromise on the Company’s Consolidated Balance Sheet. In addition, the Company has

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classified all expenses that were incurred as a result of the CCAA proceedings since filing as Reorganization Costs in the Company’s Consolidated Statement of Operations.

Due to the Weather Event and associated CCAA proceedings, the Company’s ability to continue as a going concern for the next 12 months is dependent on the Company emerging from CCAA protection, maintaining liquidity, complying with DIP Facility covenants and extending the DIP Facility maturity if required before emergence from CCAA. The CCAA proceedings cast substantial doubt upon the Company’s ability to continue as a going concern and, accordingly, the ultimate appropriateness of the use of accounting principles applicable to a going concern.

These Consolidated Financial Statements do not reflect the adjustments to carrying values of assets and liabilities and the reported expenses and Consolidated Balance Sheet classifications that would be necessary if the going concern assumption was deemed inappropriate. These adjustments could be material. There can be no assurance that the Company will be successful in emerging from CCAA as a going concern.

4.SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents and restricted cash

All highly liquid investments with an original maturity of three months or less at the time of purchase are cash equivalents.

Restricted cash includes cash and cash equivalents, where the availability of cash to be exchanged or used to settle a liability is restricted by debt arrangements.

Trade and other receivables

Trade receivables are reported on the Consolidated Balance Sheet net of the provision for ECL.

Accrued gas receivable/accrued gas payable or gas delivered in excess of consumption/deferred revenue

Accrued gas receivable from Just Energy’s customers is stated at fair value and results from customers consuming more gas than has been delivered by Just Energy to LDCs. Accrued gas payable represents Just Energy’s obligation to the LDCs for the customers’ excess consumption, over what was delivered to the LDCs.

Gas delivered to LDCs in excess of consumption by customers is stated at the lower of cost and net realizable value. Collections from customers in advance of their consumption of gas result in deferred revenue.

Assuming normal weather and consumption patterns, during the winter months, customers will have consumed more than was delivered, resulting in the recognition of accrued gas receivable and accrued gas payable. In the summer months, customers will have consumed less than what was delivered, resulting in the recognition of gas delivered in excess of consumption as deferred revenue.

Gas in storage

Gas in storage represents the gas delivered to the LDCs. The balance will fluctuate as gas is injected into or withdrawn from storage.

Gas in storage is valued at the lower of cost and net realizable value, with cost being determined based on market cost on a weighted average basis. Net realizable value is the estimated selling price in the ordinary course of business.

Inventory

Inventory is valued at the lower of cost or net realizable value with cost being determined on a weighted average cost basis for inventories. The Company removes these inventories as they are sold to customers. Sales of inventory are classified as an operating activity in the Consolidated Statement of Cash Flows.

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Property and equipment

Property and equipment are stated at cost, net of any accumulated depreciation and impairment losses. Cost includes the purchase price and, where relevant, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and the present value of all dismantling and removal costs. Where major components of property and equipment have different useful lives, the components are recognized and depreciated separately. Just Energy recognizes, in the carrying amount, the cost of replacing part of an item when the cost is incurred and if it is probable that the future economic benefits embodied in the item can be reliably measured. Depreciation is provided over the estimated useful lives of the assets as follows:

Asset category

    

Depreciation method

    

Rate/useful life

Furniture and fixtures

 

Declining balance

 

20%

Office equipment

 

Declining balance

 

20%

Computer equipment

 

Declining balance

 

30%

Leasehold improvements

 

Straight-line

 

Shorter of useful life and lease term

Premise assets

 

Straight-line

 

4-7 years

An item of property and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in the Consolidated Statement of Operations.

The useful lives and methods of depreciation are reviewed at each financial year-end and adjusted prospectively, if appropriate.

Business combinations

In accordance with ASC 805, Business Combinations, all identifiable assets acquired and liabilities assumed are measured at the acquisition date at fair value. The Company records all identifiable intangible assets including identifiable assets that had not been recognized by the acquiree before the business combination. Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets acquired and liabilities assumed is recorded as goodwill. During the measurement period (which is within one year from the acquisition date), Just Energy may adjust the amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as at the acquisition date. Adjustments related to facts and circumstances that did not exist as at the Consolidated Balance Sheet dates are taken to the Consolidated Statement of Operations. The Company records acquisition-related costs as expenses in the periods in which the costs are incurred, with the exception of certain costs relating to registering and issuing debt or equity securities, which are accounted for as part of the financing.

Goodwill, including impairment

In accordance with ASC 350, IntangiblesGoodwill and Other, the Company recognizes goodwill for the excess cost of an acquired entity over the net value assigned to assets acquired and liabilities assumed. The Company performs goodwill impairment tests annually, as at March 31, 2022, and when events or changes in circumstances indicate that the carrying value may not be recoverable.

The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, there is no goodwill impairment.

In the absence of sufficient qualitative factors indicating that it is more-likely-than-not that no impairment occurred, the Company performs a quantitative assessment by determining the fair value of the reporting unit and comparing the fair value to its book value. If the fair value of the reporting unit exceeds its book value, goodwill of the reporting unit is not considered impaired. If the book value exceeds fair value, the Company recognizes an impairment loss equal to the difference between book value and fair value. For the purpose of impairment testing, goodwill is allocated

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to each of Just Energy’s operating segments that are expected to benefit from the synergies of the combination, irrespective of whether other assets and liabilities of the acquiree are assigned to those segments.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be accurate predictions of the future.

Intangible assets, including impairment

Intangible assets acquired outside of a business combination are measured at cost on initial recognition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and/or accumulated impairment losses.

Intangible assets with finite useful lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The intangible assets with finite lives are assessed for impairment whenever indications of impairment exist. The carrying value of such assets is deemed to be impaired if the projected undiscounted cash flows are less than the carrying value. If there is such impairment, a loss is recognized based on the amount by which the carrying value exceeds the fair value. The amortization method and amortization period of an intangible asset with a finite useful life are reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense related to intangible assets with finite lives is recognized in the Consolidated Statement of Operations.

Internally developed intangible assets are capitalized when the product or process is technically and commercially feasible, the future economic benefit is measurable, Just Energy can demonstrate how the asset will generate future economic benefits and Just Energy has sufficient resources to complete development. The cost of an internally developed intangible asset comprises all directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner intended by management.

Gains or losses arising from disposal of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the Consolidated Statement of Operations when the asset is derecognized.

Intangible asset category

    

Amortization method

    

Rate/useful life

Customer relationships

 

Straight-line

 

10 years

Technology

 

Straight-line

 

3-5 years

Brand (finite life)

 

Straight-line

 

10 years

Leases

The Company applies ASC 842, Leases, to account for its leases. A lease is a contract or part of a contract whereby the lessor conveys to the lessee, in return for a payment or series of payments, the right to control the use of an asset for an agreed period of time. The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement at the inception date and whether fulfilment of the arrangement is dependent on the use of a specific asset or assets, or the arrangement conveys a right to use the asset. ASC 842 requires lessees to classify most leases as either finance or operating leases. ROU assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of ROU assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. ROU assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, which for existing ROU assets ranges from two years to six years.

At the commencement date of the lease, Just Energy initially measures lease liabilities at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable. The lease payments also include payments of penalties for terminating

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the lease, if the lease term reflects the exercising of the option to terminate. Lease liabilities are grouped into other liabilities on the Consolidated Balance Sheet.

In calculating the present value of lease payments, Just Energy uses its incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, or a change in the lease.

Just Energy applies the short-term lease exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Lease payments on short-term leases are recognized as expense on a straight-line basis over the lease term.

Derivative instruments and mark-to-market accounting

The Company enters into contracts for the purchase and sale of electricity and natural gas commodities utilizing instruments such as options, swaps and forwards primarily to manage commodity price risks. If the instrument meets the definition of a derivative under ASC 815 Derivatives and Hedging, changes in the fair value of the derivative instruments are recognized in net income as unrealized gains and losses. This recognition is referred to as mark-to-market accounting. The fair values of unsettled derivative instruments under mark-to-market accounting are reported in the Consolidated Balance Sheet as derivative instruments. When derivative instruments are settled and realized gains and losses are recorded, the previously recorded unrealized gains and losses and derivative instrument assets and liabilities are reversed.

Just Energy enters into fixed-term contracts with customers to provide electricity and natural gas at fixed prices. These customer contracts expose Just Energy to changes in consumption as well as changes in the market prices of electricity and natural gas. To reduce its exposure to movements in commodity prices, Just Energy enters into contracts with suppliers that expose the Company to changes in prices for the purchase and sale of electricity and natural gas. The primary factors affecting the fair value of derivative instruments at any point in time are the volume of open derivative positions and the changes of commodity market prices. Prices for electricity and natural gas are volatile, which can result in material changes in the fair value measurements reported in the Consolidated Financial Statements in the future.

Just Energy analyzes all its contracts, of both a financial and non-financial nature, to identify the existence of any “embedded” derivatives. Embedded derivatives are accounted for separately from the underlying contract at the inception date when their economic characteristics are not closely related to those of the host contract and the host contract is not carried as held for trading or designated as fair value in the Consolidated Statement of Operations. These embedded derivatives are measured at fair value with changes in fair value recognized in Consolidated Statement of Operations.

All derivatives are recognized at fair value on the date on which the derivative is entered into and are remeasured to fair value at each reporting date. Derivative instruments are carried in the Consolidated Balance Sheet as assets when the fair value is positive and as liabilities when the fair value is negative. Just Energy does not utilize hedge accounting; therefore, changes in the fair value of these derivatives are recorded directly to the Consolidated Statement of Operations and are included within unrealized gain (loss) on derivative instruments.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market, or if none exists, the most advantageous market, for the specific asset or liability at the measurement date (the exit price). The fair value is based on assumptions that market participants would use when pricing the asset or liability. The fair values are assigned a level within the fair value hierarchy, depending on the source of the inputs into the calculation, as follows:

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

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Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly.
Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

The carrying amounts for cash and cash equivalents, accounts and notes receivable and accounts and trade and accounts payable approximate fair value based on the short-term nature of these amounts. See Note 13 for additional information regarding fair value measurement of derivative instruments.

Under the guidance of ASC 815, entities may choose to offset cash collateral posted or received against the fair value of derivative positions executed with the same counterparties under the same master netting agreements. The Company has chosen not to offset positions as defined in ASC 815.

Revenue recognition

Just Energy has identified that the material performance obligation is the provision of electricity and natural gas to customers, which is satisfied over time throughout the contract term. Just Energy utilizes the output method to recognize revenue based on the units of electricity and natural gas delivered and billed to the customer each month, and Just Energy has elected to adopt the practical expedient to recognize revenue in the amount to which the entity has a right to invoice, as the entity has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance to date. Energy sales and services that have been delivered but not billed by period end are estimated. Accrued unbilled revenues are based on estimates of customer usage since the date of the last meter reading provided by the independent system operators or local distribution companies. Estimated amounts are adjusted when actual usage is known and billed. Sales tax is excluded from revenue.

Revenue is measured at the fair value of the consideration received, excluding discounts, rebates and sales taxes.

Just Energy accounts for TDSP charges charged to electricity customers on a gross basis whereby TDSP charges to the customer and payments to the service provider are presented in sales and cost of goods sold, respectively. The Company undertakes to deliver the commodity to the customer at their location across various markets and contract offers. Arranging delivery to the customer’s meter is a part of the activities the Company performs to fulfill its obligation to customers and, as such, the Company is the primary obligor to deliver the commodity to the customer. The Company determined that TDSP charges should be accounted for consistently on a gross basis for the relevant markets where the nature and contractual terms of TDSP charges were similar.

Just Energy is exposed to customer credit risk on its continuing operations in Alberta, Texas, Illinois (gas), California (gas) and Ohio (electricity) and for certain Commercial customers in dual-billing markets including Illinois (power), Pennsylvania (power), Massachusetts (power), New York and New Jersey. Credit review processes have been established to manage the customer default rate. Management factors default from credit risk into its margin expectations for all of the above-noted markets. Foreign currency translation.

Functional and reporting currency

Items included in the Consolidated Financial Statements of each of the Company’s entities are measured using the functional currency. The Consolidated Financial Statements are presented in U.S. dollars, which is the parent Company’s reporting currency.

Transactions

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the Consolidated Statement of Operations.

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Translation of foreign operations

Subsidiaries that have a functional currency different from the reporting currency are translated into the reporting currency as follows:

Assets and liabilities for each Consolidated Balance Sheet presented are translated at the closing rate as at the date of that Consolidated Balance Sheet; and
Income and expenses for each Consolidated Statement of Operations are translated at the exchange rates prevailing at the dates of the transactions.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations are recorded in OCI.

When a foreign operation is partially disposed of or sold, exchange differences that were recorded in accumulated other comprehensive income are recognized in the Consolidated Statement of Operations as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

Earnings (loss) per share amounts

The computation of earnings (loss) per share is based on the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share is computed in a similar way to basic earnings (loss) per share except that the weighted average number of shares outstanding is increased to include additional shares introduced from the equity compensation plans described in Note 19(b), assuming the exercise of stock options, RSUs, PSU and DSUs. These outstanding shares are also adjusted for any pre-September 2020 Recapitalization, RSG, PBG, DSGs and convertible debentures, if dilutive.

Share-based compensation plans

Share-based compensation plans are equity-settled transactions. Stock-based compensation is accounted for in accordance with ASC 718, CompensationStock Compensation. The cost of share-based compensation is measured by reference to the fair value at the date on which it was granted. Awards are valued at the grant date and are not adjusted for changes in the prices of the underlying shares and other measurement assumptions. The cost of equity-settled transactions is recognized, together with the corresponding increase in equity, over the period in which the performance or service conditions are fulfilled, ending on the date on which the relevant grantee becomes fully entitled to the award. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting period reflects the extent to which the vesting period has expired and Just Energy’s best estimate of the number of the shares that will ultimately vest. The expense or credit recognized for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.

When units are exercised or exchanged, the amounts previously credited to contributed deficit are reversed and credited to shareholders’ capital.

Employee future benefits

In Canada, Just Energy has established the Canadian Plan for all permanent full-time and permanent part-time employees (working more than 26 hours per week).

For U.S. employees, Just Energy has established the U.S. Plan for all permanent full-time and part-time employees (working more than 30 hours per week) of its subsidiaries.

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Participation in the plans in Canada or the U.S. is voluntary. Obligations for contributions to the Canadian and U.S. plans are recognized as an expense in the Consolidated Statement of Operations when the contribution is made by the Company.

Income taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires that the Company use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences.

The Company has two categories of income tax expense or benefit — current and deferred, as follows:

Current income tax expense or benefit consists solely of current taxes payable less applicable tax credits, and
Deferred income tax expense or benefit consists of the change in the net deferred income tax asset or liability, excluding amounts charged or credited to accumulated other comprehensive income.

The Company reports some of its revenues and expenses differently for financial statement purposes than for income tax return purposes, resulting in temporary and permanent differences between the Company's Consolidated Financial Statements and income tax returns. The tax effects of such temporary differences are recorded as either deferred income tax assets or deferred income tax liabilities in the Company's Consolidated Balance Sheet. The Company measures its deferred income tax assets and deferred income tax liabilities using income tax rates that are expected to be in effect when the deferred tax is realized.

The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be realized. In making this determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations.

The Company accounts for uncertain tax positions in accordance with ASC 740, which applies to all tax positions related to income taxes. Under ASC 740, tax benefits are recognized when it is more-likely-than-not that a tax position will be sustained upon examination by the authorities. The benefit recognized from a position is the amount of benefit that has surpassed the more-likely-than-not threshold, as it is more than 50% likely to be realized upon settlement.

In accordance with ASC 740, changes to existing net deferred tax assets or valuation allowance or changes to uncertain tax benefits are recorded to income tax (benefit)/expense. The Company records interest and penalties accrued related to uncertain tax benefits as interest expense and other expenses respectively.

Provisions and restructuring

Provisions are recognized when Just Energy has an existing condition, situation or set of circumstances involving uncertainty as to possible loss that will ultimately be resolved when one or more future events occur or fail to occur, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Selling and marketing expenses

Commissions and various other costs related to obtaining and renewing customer contracts are charged to selling and marketing expense in the Consolidated Statement of Operations in the period incurred except as disclosed below.

Commissions related to obtaining and renewing customer contracts are paid in one of the following ways: all or partially up front or as a residual payment over the term of the contract. If the commission is paid all or partially up front, it is recorded as a customer acquisition cost in other current or non-current assets in the Consolidated Balance Sheet and expensed in selling and marketing expenses over the term for which the associated revenue is earned. If the commission is paid as a residual payment, the amount is expensed as earned.

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Just Energy capitalizes the incremental acquisition costs of obtaining a customer contract as an asset as these costs would not have been incurred if the contract had not been obtained and these costs are amortized in selling and marketing expense over the life of the contract. When the term of the contract is one year or less, the incremental costs incurred to obtain the customer contracts are expensed when incurred.

Just Energy expenses advertising costs as incurred, and these costs are presented in selling and marketing expenses in the Consolidated Statement of Operations and were $20.7 million, $15.2 million, and $5.6 million for the year ended March 31, 2022, 2021 and 2020, respectively.

Green provision and certificates

Just Energy is a retailer of green energy and records a liability as green energy sales are recognized. A corresponding cost is included in cost of goods sold. Just Energy measures its liability based on the compliance requirements of different jurisdictions in which it has operations or where the customers voluntarily subscribed for green energy.

Green certificates are purchased by Just Energy to settle its obligation with the regulators or for trading in the normal course of business. Green certificates are held at cost and presented at the gross amount in the Consolidated Balance Sheets. These certificates are only netted against the obligation when the liability is retired as per the regulations of the respective jurisdiction. Any provision balance in excess of the green certificates held or that Just Energy has committed to purchase is measured at fair value.

Any green energy-related derivatives are forward contracts and are recognized in accordance with the accounting policy discussed under “Derivative instruments and mark-to-market accounting” above.

Non-current assets held for sale and discontinued operations

Just Energy classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. The criteria for the held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as income or loss after tax from discontinued operations in the Consolidated Statement of Operations. Property and equipment and intangible assets are not depreciated or amortized once classified as held for sale.

Investments

Just Energy carries the investments at fair value in the Consolidated Balance Sheet as per the requirements of ASC 321, InvestmentsEquity Securities. The Company has elected to apply the fair value option for its investments in ecobee and any resultant carrying amount adjustments are recorded in Consolidated Statement of Operations.

Recapitalization

Just Energy completed a recapitalization through a plan of arrangement under the CBCA and accounted for the transaction under the guidance from ASC 470, Debt, as a debt modification and extinguishment through troubled debt restructuring. The Company has recorded a gain net of all costs and fees, as the future undiscounted cash flows were less than the net carrying value of the original debts. See Note 19(b) for additional information regarding the September 2020 Recapitalization.

Reporting during CCAA/bankruptcy

Just Energy has applied ASC 852 and has separately presented its obligations that were incurred prior to the filing of the bankruptcy petition and are subject to compromise, as Liabilities Subject To Compromise on the Consolidated Balance Sheet. Also, the DIP Facility has been accounted for using the same guidance, and all the costs incurred to

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obtain the DIP Facility have been directly charged to Reorganization Costs in the Consolidated Statement of Operations.

5.IMPACT OF FUTURE PRONOUNCEMENTS IN U.S. GAAP

In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force) (“ASU 2020-01”). ASU 2020-01 clarifies the application of the measurement alternative to transactions that require an entity to apply or discontinue the equity method, and whether certain forward contracts and purchased options on equity securities are in the scope of ASC 321. ASU 2020-01 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company has evaluated the full impact of ASU 2020-01 and concluded that there is no impact to these Consolidated Financial Statements as a result of this adoption.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing several exceptions including the incremental approach for intra-period tax allocation when there is a loss from continuing operations and income or a gain from other items and general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. ASU 2019-12 is effective for the Company’s fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company has not yet evaluated the full impact of the ASU 2019-12 on its Consolidated Financial Statements.

6.SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised. Judgments made by management in the application of U.S. GAAP that have a significant impact on the Consolidated Financial Statements relate to the following:

Provision for expected credit loss

The measurement of the provision for ECL for trade accounts receivable requires the use of management’s judgment in estimation techniques, building models, selecting key inputs and making significant assumptions about future economic conditions and credit behaviour of the customers, including the likelihood of customers defaulting and the resulting losses. The Company’s current significant estimates include the historical collection rates as a percentage of revenue and the use of the Company’s historical rates of recovery across aging buckets and the consideration of forward-looking information. All of these inputs are sensitive to the number of months or years of history included in the analysis, which is a key input and judgment made by management.

Deferred income taxes

Significant management judgment is required to determine the amount of deferred income tax assets and liabilities that can be recognized, based upon the likely timing and the level of future taxable income realized, including the usage of tax-planning strategies. Determining the tax treatment on certain transactions also involves management’s judgment.

Fair value of derivative instruments

Where the fair values of derivative assets and liabilities recorded in the Consolidated Balance Sheet cannot be derived from active markets, they are determined using valuation techniques including discounted cash flow models or transacted and quoted prices of identical assets that are not active. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgment includes consideration of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of derivative instruments. Refer to Note 13 for further details about the assumptions as well as a sensitivity analysis.

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Impairment of long-lived and goodwill assets

Estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. Refer to Note 12 for further information.

Contingencies

Just Energy records reserves for estimated losses from contingencies when information available indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. Gain contingencies are not recorded until management determines it is certain that the future event will become or does become a reality. Such determinations are subject to interpretations of current facts and circumstances, forecasts of future events, and estimates of the financial impacts of such events. Just Energy describes in detail its contingencies in Note 25.

7.TRADE AND OTHER RECEIVABLES, NET

(a)Trade and other receivables, net

As at March 31,

    

2022

2021

Trade accounts receivable, net

$

147,063

$

150,499

Unbilled revenue, net

 

82,946

 

82,693

Accrued gas receivable

 

1,414

 

663

Commodity receivables

 

77,518

 

36,683

Total trade and other receivables, net

$

308,941

$

270,538

(b)Aging of accounts receivable

Customer credit risk

The lifetime ECL reflects Just Energy’s best estimate of losses on the accounts receivable and unbilled revenue balances. Just Energy determines the lifetime ECL by using historical loss rates and forward-looking factors, if applicable. The Company accrues an allowance for current ECL based on (i) estimates of uncollectable revenues by analyzing accounts receivable aging and current and reasonable forecasts of expected economic factors including weather-related events; and (ii) historical collections and delinquencies.

Just Energy is exposed to customer credit risk on its continuing operations in Alberta, Texas, Illinois (gas), California (gas) and Ohio (electricity) and for certain Commercial customers in dual-billing markets including Illinois (power), Pennsylvania (power), Massachusetts (power), New York and New Jersey). Credit review processes have been implemented to perform credit evaluations of customers and manage customer default. If a significant number of customers were to default on their payments, it could have a material adverse effect on the operations and cash flows of Just Energy.

In the remaining markets, the LDCs provide collection services and assume the risk of any bad debts owing from Just Energy’s customers for a fee that is recorded in cost of goods sold. Although there is no assurance that the LDCs providing these services will continue to do so in the future, management believes that the risk of the LDCs failing to deliver payment to Just Energy is minimal.

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The aging of the trade accounts receivable, excluding the provision for expected credit losses, from the markets where the Company bears customer credit risk was as follows:

As at March 31,

    

2022

2021

Current

$

57,766

$

46,710

1–30 days

 

16,061

 

15,439

31–60 days

 

4,470

 

3,017

61–90 days

 

1,220

 

1,705

Over 90 days

 

5,106

 

8,307

Total trade receivables

$

84,623

$

75,178

(c)Provision for expected credit losses

Changes in the provision for expected credit losses related to the balances in the table above were as follows:

    

As at March 31,

2022

2021

Balance, beginning of year

$

18,578

$

32,305

Provision for expected credit losses

 

24,242

 

25,712

Bad debts written off

 

(34,504)

 

(49,725)

Recoveries

5,148

3,850

Foreign exchange

573

 

6,436

Balance, end of year

$

14,037

$

18,578

(d)Securitization proceeds receivable from ERCOT

The Company expected to receive the proceeds of $147.5 million from ERCOT the first half of calendar year 2022 and concluded that the threshold for recognizing a receivable was met in December 2021 as the amounts to be received are determinable and ERCOT was directed by its governing body, the PUCT, to take all actions required to effectuate the funding approved in the Final Order. The associated Weather Event Cost Recovery is reflected in Cost of goods sold within the Consolidated Statement of Operations as that is where the initial costs, which are being compensated for, were recorded. The Company received the proceeds of $147.5 million from ERCOT in June 2022.

8.OTHER CURRENT AND NON-CURRENT ASSETS

(a)Other current assets

    

As at March 31,

    

2022

2021

Prepaid expenses and deposits

$

40,347

$

41,524

Customer acquisition costs

 

35,680

 

36,327

Green certificates assets

 

53,824

 

48,880

Gas delivered in excess of consumption

 

793

 

516

Inventory

 

926

 

2,697

Total other current assets

$

131,570

$

129,944

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(b)Other non-current assets

    

As at March 31,

    

2022

2021

Customer acquisition costs

$

30,273

$

21,724

Other long-term assets

 

8,775

 

6,318

Total other non-current assets

$

39,048

$

28,042

9.INVESTMENTS

On December 1, 2021, Generac completed the acquisition of all issued and outstanding shares of ecobee, including all of the ecobee shares held by the Company. The Company held approximately 8% of the ecobee shares. The Company received $12.3 million cash and 80,281 shares of Generac common stock. The Company subsequently sold all of the Generac shares for a sum of $28.4 million during December 2021, resulting in total consideration of approximately $40.7 million. This sale has resulted in a gain on investment of $15.0 million recorded in the Consolidated Statement of Operations for the year ended March 31, 2022. The Company could receive up to an additional $8 million in Generac common stock during 2022 and 2023, provided that certain performance targets are achieved by ecobee; no contingent consideration has been recorded at this time because it remains remote.

As at March 31, 2021, the investment was measured using the fair value option under ASC 321. The fair value of the investment had been determined directly from transacted or quoted prices of similar assets that are not active (Level 3 measurement). As at March 31, 2021, the fair value of the ecobee investment was $26.2 million.

10.PROPERTY AND EQUIPMENT

As at March 31, 

2022

2021

Premise and ROU assets

    

$

24,834

    

$

27,333

Computer equipment

 

21,106

 

20,395

Others1

 

21,480

 

21,314

Total property and equipment

67,420

69,042

Accumulated depreciation2

(57,395)

(54,338)

Retirements and write-offs

(3,520)

(527)

Net property and equipment

$

6,505

$

14,177

1Others include office equipment, furniture and fixture and leasehold improvements.
2Depreciation expense on property and equipment totaled $4.6 million, $6.1 million and $14.0 million for the year ended March 31, 2022, 2021 and 2020, respectively.

11.LEASES

Just Energy leases premises and computer equipment. Operating leases with an initial term greater than 12 months are recognized as right-of-use assets and lease liabilities in the Consolidated Balance Sheet. Just Energy made an accounting policy election, as permitted by ASC 842, for all asset classes to not recognize right-of-use assets and lease liabilities in the Consolidated Balance Sheet for its short-term leases, which are leases that have a lease term of 12 months or less. For the initial measurement of lease liabilities, the discount rate that Just Energy uses is either the rate implicit in the lease, if known, or its incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, over a similar term an amount equal to the payments for the lease. The Company recognizes lease expense for all operating leases on a straight-line basis over the lease term.

The Company considers a contract to be or to contain a lease when both of the following conditions apply: 1) an asset is either explicitly or implicitly identified in the contract and 2) the contract conveys to the Company the right to control the use of the identified asset for a period of time. The Company has the right to control the use of the identified asset when the Company has both the right to obtain substantially all the economic benefits from the use of the identified asset and the right to direct how and for what purpose the identified asset is used throughout the period of use.

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Lease payments are typically fixed and payable on a monthly, quarterly, semi-annual or annual basis. Lease payments under certain agreements may escalate over the lease term either by a fixed percentage or a fixed dollar amount. The Company has no leases that contain residual value guarantees provided by the Company as a lessee.

Leases are included in property and equipment and non-current and current other liabilities on the Consolidated Balance Sheet. As at March 31, 2022, the current portion of lease liability amounts to $1.9 million and the non-current lease liability amounts to $2.2 million.

(a)Lease cost

For the year ended March 31, 

2022

2021

2020

Finance lease cost:

Amortization of ROU assets

$

40

$

373

$

665

Interest on lease liabilities

3

9

49

Operating lease costs

2,080

3,036

4,585

Total lease cost

$

2,123

$

3,418

$

5,299

(b)Lease term and discount rate for leases

As at March 31, 

2022

2021

Finance leases:

    

Weighted average remaining lease term (in years)

 

2.2

 

3.2

Weighted average discount rate

 

6.75%

 

6.75%

Operating leases:

    

Weighted average remaining lease term (in years)

 

2.4

 

3.3

Weighted average discount rate

 

6.75%

 

6.75%

(c)Annual future payments based on maturities

Annual future payments

For the year ended March 31,

2023

    

$

2,174

2024

 

1,489

2025

 

913

2026

6

Thereafter

4

Total undiscounted lease payments

$

4,586

Less: present value adjustment

(351)

Total discounted lease payments

$

4,235

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12.INTANGIBLE ASSETS

(a)Intangible assets

As at March 31, 2022

Cost

Accumulated Amortization

Impairment2

Net Book Value

Technology

    

$

107,463

    

$

(71,611)

    

$

(7,215)

    

$

28,637

Brand3

 

14,802

 

(833)

 

 

13,969

Others1

 

44,505

 

(43,296)

 

 

1,209

Total intangible assets

$

166,770

$

(115,740)

$

(7,215)

$

43,815

As at March 31, 2021

Cost

Accumulated Amortization

Impairment2

Net Book Value

Technology

$

97,625

$

(56,187)

$

(887)

$

40,551

Brand3

25,812

(557)

(11,026)

14,229

Others1

44,223

(42,763)

1,460

Total intangible assets

$

167,660

$

(99,507)

$

(11,913)

$

56,240

1Includes brokers network ($40.6 million) and customer relationships ($3.9 million).

2Impairment was recorded in the Impairment of goodwill, intangible assets and others line in the Consolidated Statement of Operations.

3Includes $12.4 million in indefinite-lived brand.

All research costs and development costs not eligible for capitalization have been expensed and are recognized in administrative expenses.

(b)Impairment testing of goodwill and intangible assets with indefinite lives

Goodwill acquired through business combinations and intangible assets with indefinite lives have been allocated to one of two operating segments, which are the reporting units. These segments are mass markets and commercial. The table below presents the changes of goodwill for the years ended;

Goodwill

As at March 31,

2022

2021

Opening balance

$

130,235

$

192,212

Impairment

(79,500)

Foreign exchange movement

710

17,523

Closing balance

$

130,945

$

130,235

Goodwill is tested annually for impairment at the level of the two reporting units. Goodwill is also tested for impairment whenever events or circumstances occur that could potentially reduce the fair value of one or more of the reporting units below its carrying value. For the year ended March 31, 2022, there was no impairment loss. For the year ended March 31, 2021, an impairment loss was recognized for the full remaining balance of the goodwill of the commercial segment in the amount of $79.5 million as the carrying value exceeded the fair value. Several factors lead to the impairment of goodwill including the decrease in the Company’s market capitalization as evidenced by the stock price.

An impairment loss was not recognized for the mass market, the Company segments as its fair value exceeded its carrying value. As at March 31, 2022 and March 31, 2021 applied qualitative and quantitative factors and determined that it was more likely than not that the fair value of the mass markets operating segment exceeded its carrying value.

The fair value for purposes of impairment testing for the commercial segment represented the estimated value-in-use. The value-in-use was calculated using the present value of estimated future cash flows applying an appropriate risk-adjusted rate to internal operating forecasts. Management believes that the forecasted cash flows generated based on

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operating forecasts are the appropriate basis upon which to assess goodwill and individual assets for impairment. The fair value calculation has been prepared solely for the purposes of determining whether the goodwill balance was impaired. Estimated future cash flows were prepared based on certain assumptions prevailing at the time of the test. The actual outcomes may differ from the assumptions made.

The period included in the estimated future cash flows for the commercial segment includes five years of the operating plans plus an estimated terminal value beyond the five years driven by historical and forecasted trends. Discount rates were derived using a capital asset pricing model and by analyzing published rates for industries relevant to the Company’s reporting units. The key assumptions used in determining the value-in-use of the commercial segment include historical rates of attrition and renewal.

The underlying growth rate is driven by sales forecast, consistent with recent historical performance and taking into consideration sales channels and strategies in place today. Customer acquisition costs included in the forecast are consistent with current trends considering today’s competitive environment. Cost to operate represents management’s best estimate of future cost to operate. Sensitivities to different variables have been estimated using certain simplifying assumptions and did not have a significant impact on the results of the impairment test.

Intangible assets

For the year ended March 31, 2022, an impairment loss was recognized for technology intangible assets in the amount of $7.1 million. For the year ended March 31, 2021, an impairment loss was also recognized for an indefinite-life intangible and definite-lived intangible assets in the amount of $11.9 million for the full remaining balance of the commercial brand and certain technology projects. The impairment amount was included in the Consolidated Statement of Operations. Indicators of impairment were evident for the specific technology projects given the use of software.

For the year ended March 31, 2020, impairment losses were recognized on definite-lived intangible assets for Filter Group Inc., EdgePower Inc. and certain technology projects in the amounts of $6.0 million, $10.4 million and $2.7 million, respectively. The impairment amounts were included in the Consolidated Statement of Operations for the respective period.

(c)Intangible asset aggregate estimated amortization expense for next five years

As at March 31, 2022, the estimated aggregated amortization expense of identifiable intangible assets for each of the next five fiscal years is as shown below.

Intangible

assets

2023

$

7,671

2024

5,451

2025

2,896

2026

1,862

2027

1,000

Total

$

18,880

13.DERIVATIVE INSTRUMENTS

(a)Fair value of derivative instruments

The fair value of derivative instruments is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). Management has estimated the value of financial swaps, physical forwards and option contracts for electricity, natural gas, carbon offsets and RECs, using a discounted cash flow method, which employs market forward curves that are either directly

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sourced from third parties or developed internally based on third-party market data. These curves can be volatile, thus leading to volatility in the mark to market with no immediate impact to cash flows. Gas options have been valued using the applicable market forward curves and the implied volatility from other market traded options. Green power options have been valued using historical volatility. Management periodically uses non-exchange-traded swap agreements based on CDDs and HDDs measured in its utility service territories to reduce the impact of weather volatility on Just Energy’s electricity and natural gas volumes, commonly referred to as “weather derivatives”. The fair value of these swaps on a given measurement station indicated in the derivative contract is determined by calculating the difference between the agreed strike and expected variable observed at the same station.

The following table illustrates unrealized gains (losses) related to Just Energy’s derivative instruments classified as fair value through the Consolidated Statement of Operations and recorded on the Consolidated Balance Sheet as fair value of derivative instrument assets and fair value of derivative instruments liabilities, with their offsetting values recorded in unrealized gain (loss) in fair value of derivative instruments and other on the Consolidated Statement of Operations.

For the year ended March 31,

2022

2021

2020

Physical forward contracts and options (i)

$

476,050

$

4,161

$

(96,495)

Financial swap contracts and options (ii)

 

206,923

 

54,639

 

(46,410)

Foreign exchange forward contracts

 

(818)

 

(6,202)

 

6,712

Share swap

(7,102)

Other derivative options

 

238

 

(1,675)

 

(1,258)

Unrealized gain (loss) on derivative instruments and other

$

682,393

$

50,923

$

(144,553)

The following table summarizes certain aspects of the fair value of derivative instrument assets and liabilities recorded in the Consolidated Balance Sheet as at March 31, 2022:

Derivative

Derivative

Derivative

Derivative

instrument

instrument

instrument

instrument

assets 

assets 

liabilities 

liabilities 

    

(current)

    

(non-current)

    

(current)

    

(non-current)

Physical forward contracts and options (i)

$

373,268

$

81,392

$

10,195

$

5,865

Financial swap contracts and options (ii)

 

161,838

 

51,161

 

2,134

 

6,856

Foreign exchange forward contracts

 

 

 

841

 

195

Other derivative options

 

3,594

 

461

 

 

As at March 31, 2022

$

538,700

$

133,014

$

13,170

$

12,916

The following tables summarize certain aspects of the fair value of derivative instrument assets and liabilities recorded in the Consolidated Balance Sheet as at March 31, 2021:

Derivative

Derivative

Derivative

Derivative

instrument

instrument

instrument

instrument

assets 

assets 

liabilities 

liabilities 

    

(current)

    

(non-current)

    

(current)

    

(non-current)

Physical forward contracts and options (i)

$

9,951

$

5,338

$

8,078

$

44,629

Financial swap contracts and options (ii)

 

5,520

 

2,095

 

2,821

 

4,014

Foreign exchange forward contracts

 

 

 

216

 

Other derivative options

 

2,911

 

996

 

 

As at March 31, 2021

$

18,382

$

8,429

$

11,115

$

48,643

Individual derivative asset and liability transactions are offset and the net amount reported in the Consolidated Balance Sheet if, and only if, there is currently an enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously. Individual derivative transactions are typically offset at the legal entity and counterparty level. The impact of netting derivative assets and liabilities is presented in the table below.

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Gross basis amount

    

Netting impact

    

Net basis amount

Derivative instrument assets

 

$

910,174

$

(238,460)

$

671,714

Derivative instrument liabilities

 

(265,011)

 

238,925

 

(26,086)

As of March 31, 2022

$

645,163

$

465

$

645,628

    

Gross basis amount

    

Netting impact

    

Net basis amount

Derivative instrument assets

 

$

453,666

$

(426,855)

$

26,811

Derivative instrument liabilities

 

(483,737)

 

423,979

 

(59,758)

As of March 31, 2021

$

(30,071)

$

(2,876)

$

(32,947)

Below is a summary of the derivative instruments classified through the Consolidated Statement of Operations as at March 31, 2022, to which Just Energy has committed:

(i)Physical forward contracts and options consist of:
Electricity contracts with a total remaining volume of 28,489,662 MWh, a weighted average price of $39.56/MWh and expiry dates up to December 31, 2029.
Natural gas contracts with a total remaining volume of 116,351,622 MMBtu, a weighted average price of $4.97/MMBtu and expiry dates up to December 31, 2026.
RECs with a total remaining volume of 3,774,881 MWh, a weighted average price of $17.97/REC and expiry dates up to December 31, 2029.
Green Gas Certificates with a total remaining volume of 657,000 tonnes, a weighted average price of $6.96/tonne and expiry dates up to July 28, 2022.
Electricity generation capacity contracts with a total remaining volume of 1,485 MWCap, a weighted average price of $3,931.82/MWCap and expiry dates up to May 31, 2026.
Ancillary contracts with a total remaining volume of 1,229,720 MWh, a weighted average price of $19.86/MWh and expiry dates up to December 31, 2025.
(ii)Financial swap contracts and options consist of:
Electricity contracts with a total remaining volume of 18,485,007 MWh, a weighted average price of $54.57/MWh and expiry dates up to December 31, 2025.
Natural gas contracts with a total remaining volume of 116,835,000 MMBtu, a weighted average price of $3.59/MMBtu and expiry dates up to March 31, 2027.
Ancillary contracts with a total remaining volume of 1,926,706 MWh, a weighted average price of $19.89/MWh and expiry dates up to December 31, 2025.
(iii)Weather derivatives consist of:
HDD natural gas swaps with price strikes to be set on futures index and temperature strikes from 1,652 to 4,985 HDD and an expiry date of March 31, 2023.
HDD natural gas swaps with price strikes to be set on futures index and temperature strikes from 3,408 to 4,910 HDD and an expiry date of March 31, 2024.

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These derivative instruments create a credit risk for Just Energy since they have been transacted with a limited number of counterparties. Should any counterparty be unable to fulfill its obligations under the contracts, Just Energy may not be able to realize the derivative instrument asset balance recognized in the Consolidated Financial Statements.

FV hierarchy of derivatives

Level 1

The fair value measurements are classified as Level 1 in the FV hierarchy if the fair value is determined using quoted unadjusted market prices. Currently there are no derivatives carried in this level.

Level 2

Fair value measurements that require observable inputs other than quoted prices in Level 1, either directly or indirectly, are classified as Level 2 in the FV hierarchy. This could include the use of statistical techniques to derive the FV curve from observable market prices. However, in order to be classified under Level 2, significant inputs must be directly or indirectly observable in the market. Just Energy values its NYMEX financial gas fixed-for-floating swaps under Level 2.

Level 3

Fair value measurements that require unobservable market data or use statistical techniques to derive forward curves from observable market data and unobservable inputs are classified as Level 3 in the FV hierarchy. For the electricity supply contracts, Just Energy uses quoted market prices as per available market forward data and applies a price-shaping profile to calculate the monthly prices from annual strips and hourly prices from block strips for the purposes of mark-to-market calculations. The profile is based on historical settlements with counterparties or with the system operator and is considered an unobservable input for the purposes of establishing the level in the FV hierarchy.

For the natural gas supply contracts, Just Energy uses three different market observable curves: (i) commodity (predominately NYMEX), (ii) basis and (iii) foreign exchange. NYMEX curves extend for over five years (thereby covering the length of Just Energy’s contracts); however, most basis curves extend only 12 to 15 months into the future. In order to calculate basis curves for the remaining years, Just Energy uses extrapolation, which leads natural gas supply contracts to be classified under Level 3.

The unobservable inputs could range from $5/MWh or $0.50/Dth for power and natural gas respectively. Please also refer below to commodity price sensitivity for Level 3 derivative instruments.

Fair value measurement input sensitivity

The main cause of changes in the fair value of derivative instruments is changes in the forward curve prices used for the fair value calculations. Just Energy provides a sensitivity analysis of these forward curves under the “Market risk” section of this note.

The following table illustrates the classification of derivative instrument assets (liabilities) in the FV hierarchy as at March 31, 2022:

    

Level 1

    

Level 2

    

Level 3

    

Total

Physical forward contracts

 

$

$

$

438,600

$

438,600

Financial swap contracts

124,188

79,821

204,009

Foreign exchange forward contracts

(1,036)

(1,036)

Other derivative options

 

 

4,055

4,055

Total net derivative instrument assets

$

$

124,188

$

521,440

$

645,628

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The following table illustrates the classification of derivative instrument assets (liabilities) in the FV hierarchy as at March 31, 2021:

    

Level 1

    

Level 2

    

Level 3

    

Total

Physical forward contracts and options

 

$

$

$

(37,418)

$

(37,418)

Financial swap contracts and options

 

 

542

 

238

 

780

Foreign exchange forward contracts

(216)

(216)

Other derivative options

 

3,907

3,907

Total net derivative instrument liabilities

$

$

542

$

(33,489)

$

(32,947)

Commodity price sensitivity — Level 3 derivative instruments

If the energy prices associated with only Level 3 derivative instruments including natural gas, electricity, and RECs had risen by 10%, assuming that all of the other variables had remained constant, income from continuing operations before income taxes for the three months ended March 31, 2022 would have increased by $327.7 million.

On the contrary, if the energy prices associated with only Level 3 derivative instruments including natural gas, electricity, and RECs had fallen by 10%, assuming that all of the other variables had remained constant, income from continuing operations before income taxes for the three months ended March 31, 2022 would have decreased by $257.5 million, primarily as a result of the change in fair value of derivative instruments.

The following table illustrates the changes in net fair value of derivative instrument assets (liabilities) classified as Level 3 in the FV hierarchy for the following periods:

As at March 31,

    

2022

2021

Balance, beginning of year

$

(33,489)

$

(60,538)

Total gains (losses)

 

349,541

 

(7,080)

Purchases

 

283,394

 

(3,211)

Sales

 

(71,514)

 

(1,329)

Settlements

 

(6,492)

 

38,669

Balance, end of year

$

521,440

$

(33,489)

(b)Classification of non-derivative financial assets and liabilities

As at March 31, 2022 and March 31, 2021, the carrying value of cash and cash equivalents, restricted cash, trade and other receivables, and trade and other payables approximates their fair value due to their short-term nature.

The risks associated with Just Energy’s derivative instruments are as follows:

(i)Market risk

Market risk is the potential loss that may be incurred as a result of changes in the market or fair value of a particular instrument or commodity. Components of market risk to which Just Energy is exposed are discussed below.

Foreign currency risk

Foreign currency risk is created by fluctuations in the fair value or cash flows of derivative instruments due to changes in foreign exchange rates and exposure as a result of investments in Canadian operations.

The performance of the U.S. dollar relative to the Canadian dollar could positively or negatively affect Just Energy’s Consolidated Statement of Operations, as some portion of Just Energy’s income or loss is generated in Canadian dollars and is subject to currency fluctuations upon translation to U.S. dollars. Just Energy has a policy to economically hedge between 50% and 100% of forecasted cross-border cash flows that are expected to occur within the next 12 months and between 0% and 50% of certain forecasted cross-border cash flows that are expected to occur within

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the following 13 to 24 months. The level of economic hedging is dependent on the source of the cash flows and the time remaining until the cash repatriation occurs.

Just Energy may, from time to time, experience losses resulting from fluctuations in the values of its foreign currency transactions, which could adversely affect its operating results. Translation risk is not hedged.

Interest rate risk

Just Energy is only exposed to interest rate fluctuations associated with its floating rate Credit Facility.

A 1% increase (decrease) in interest rates would have resulted in a decrease (increase) of approximately $1.3 million in income from continuing operations before income taxes in the Consolidated Statement of Operations for the year ended March 31, 2022.

Commodity price risk

Just Energy is exposed to market risks associated with commodity prices and market volatility where estimated customer requirements do not match actual customer requirements. Management actively monitors these positions on a daily basis in accordance with its risk management policy. This policy sets out a variety of limits, most importantly thresholds for open positions in the gas and electricity portfolios, which also feed a value at risk limit. Should any of the limits be exceeded, they are closed expeditiously or express approval to continue to hold is obtained. Just Energy’s exposure to market risk is affected by a number of factors, including accuracy of estimation of customer commodity requirements, commodity prices, volatility and liquidity of markets. Just Energy enters into derivative instruments in order to manage exposures to changes in commodity prices. The derivative instruments that are used are designed to fix the price of supply for estimated customer commodity demand and thereby fix margins. Derivative instruments are generally transacted over the counter. The inability or failure of Just Energy to manage and monitor the above market risks could have a material adverse effect on the operations and cash flows of Just Energy. Just Energy mitigates the exposure to variances in customer requirements that are driven by changes in expected weather conditions through active management of the underlying portfolio, which involves, but is not limited to, the purchase of options including weather derivatives. Just Energy’s ability to mitigate weather effects is limited by the degree to which weather conditions deviate from normal.

Commodity price sensitivity — all derivative instruments

If all the energy prices associated with derivative instruments including natural gas, electricity and RECs had risen by 10%, assuming that all of the other variables had remained constant, income from continuing operations before income taxes for the year ended March 31, 2022 would have increased by $295.2 million.

On the contrary, a fall of 10% in the energy prices associated with derivative instruments including natural gas, electricity and RECs, assuming that all of the other variables had remained constant, income from continuing operations before income taxes for the year ended March 31, 2022 would have decreased by $340.2 million, primarily as a result of the change in fair value of Just Energy’s derivative instruments.

(ii)Physical supplier risk

Just Energy purchases the majority of the gas and electricity delivered to its customers through long-term contracts entered into with various suppliers. Just Energy has an exposure to supplier risk as the ability to continue to deliver gas and electricity to its customers is reliant upon the ongoing operations of these suppliers and their ability to fulfill their contractual obligations.

(iii)Counterparty credit risk

Counterparty credit risk represents the loss that Just Energy would incur if a counterparty fails to perform under its contractual obligations. This risk would manifest itself in Just Energy replacing contracted supply at prevailing market rates, thus impacting the related customer margin. Counterparty limits are established within the risk management policy. Any exceptions to these limits require approval from the Risk Committee of the Board of Directors of Just Energy. The risk department and Risk Committee of the Board of Directors monitor current and potential credit

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exposure to individual counterparties and also monitor overall aggregate counterparty exposure. However, the failure of a counterparty to meet its contractual obligations could have a material adverse effect on the operations and cash flows of Just Energy.

As at March 31, 2022 and 2021, Just Energy has applied an adjustment factor to determine the fair value of its derivative instruments in the amount of $2.3 million and $0.9 million, respectively, to accommodate for its counterparties’ risk of default.

As at March 31, 2022 and 2021, the estimated net counterparty credit risk exposure amounted to $580.5 million and $23.1 million, respectively, representing the risk relating to Just Energy’s exposure to derivatives that are in an asset position of which the Company held collateral (cash and letters of credit) against those positions of $103.2 million resulting in a net exposure of $477.3 million.

As at March 31, 2022, the Company recorded $20.3 million of cash collateral posted on its Consolidated Balance Sheet in other current assets.

14.TRADE AND OTHER PAYABLES

As at March 31,

    

2022

2021

Commodity suppliers' accruals and payables

$

209,703

$

162,921

Green provisions

 

52,478

 

61,934

Sales tax payable

 

15,656

 

21,864

Non-commodity trade accruals and accounts payable

 

53,872

 

54,156

Accrued gas payable

 

818

 

433

Other payables

 

17,396

 

8,806

Total trade and other payables

$

349,923

$

310,114

15.LIABILITIES SUBJECT TO COMPROMISE

    

2022

2021

Commodity suppliers' accruals and payables

$

438,068

$

403,395

Non-commodity trade accruals and accounts payable

41,914

19,370

Other non-current liabilities

 

 

10,191

Debts and financings (Note 16 c-i)

 

365,908

 

422,028

Total liabilities subject to compromise

$

845,890

$

854,984

16.LONG-TERM DEBT AND FINANCING

As at March 31,

2022

2021

DIP Facility (a)

$

125,000

$

100,784

Filter Group financing (b)

 

1,419

 

3,671

 

126,419

104,455

Less: Current portion

 

(126,289)

 

(103,215)

Total long term debt

$

130

$

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Future annual minimum principal repayments are as follows:

Less than

    

    

    

    

More than

    

1 year

    

1–3 years

    

4–5 years

    

5 years

    

Total

DIP Facility (a)

$

125,000

$

$

$

$

125,000

Filter Group financing (b)

 

1,289

130

1,419

Total principal repayment

$

126,289

$

130

$

$

$

126,419

The following table details interest expense. Interest is expensed based on the effective interest rate.

 

For the year ended March 31,

 

2022

2021

2020

DIP Facility (a)

$

16,197

$

783

$

Filter Group financing (b)

 

231

474

1,346

Credit Facility (c)

16,912

15,585

17,824

Term Loan (d)

11,480

Note Indenture (e)

434

8.75% term loan (f)

 

13,286

26,350

6.75% CAD $100M convertible debentures (g)

 

3,506

7,072

6.75% CAD $160M convertible debentures (h)

 

5,116

10,401

6.5% convertible bonds (i)

396

2,062

Supplier finance and others

 

1,528

14,107

15,255

Total interest expense

$

34,868

$

65,167

$

80,310

(a)As discussed in Note 1, Just Energy filed and received the Court Order under the CCAA on March 9, 2021. In conjunction with the CCAA filing, the Company entered into the DIP Facility for $125.0 million. Just Energy Ontario L.P., Just Energy Group Inc. and Just Energy (U.S.) Corp. are the borrowers under the DIP Facility and are supported by guarantees of certain subsidiaries and secured by a super-priority charge against and attaching to the property that secures the obligations arising under the Credit Facility, created by the Court Order. The DIP Facility has an interest rate of 13.0%, paid quarterly in arrears. On November 11, 2021, the Company amended the DIP Facility to extend the maturity of the DIP Facility to September 30, 2022. The DIP Facility terminates at the earlier of: (a) September 30, 2022, (b) the implementation date of the SISP, (c) the lifting of the stay in the CCAA proceedings or (d) the termination of the CCAA proceedings. For consideration for making the DIP Facility available, Just Energy paid a 1.0% origination fee, a 1.0% commitment fee on March 9, 2021 and a 1.0% amendment fee on November 16, 2021.
(b)Filter Group has a $1.4 million outstanding loan payable to HTC. The loan is a result of factoring receivables to finance the cost of rental equipment that matures no later than October 2023 with HTC, and bears interest at 8.99% per annum. Principal and interest are payable monthly. Filter Group did not file under the CCAA and, accordingly, the stay does not apply to Filter Group and any amounts outstanding under the loan payable to HTC.
(c)On March 18, 2021, Just Energy Ontario L.P, Just Energy (U.S.) Corp. and Just Energy Group Inc. entered into the Lender Support Agreement with the lenders under the Credit Facility.  Under the Lender Support Agreement, the lenders agreed to allow issuance or renewals of Letters of Credit under the Credit Facility during the pendency of the CCAA proceedings within certain restrictions.  In return, the Company has agreed to continue paying interest and fees at the non-default rate on the outstanding advances and Letters of Credit under the Credit Facility. The amount of Letters of Credit that may be issued is limited to the lesser of CAD $46.1 million (excluding the Letters of Credit guaranteed by Export Development Canada under its Account Performance Security Guarantee Program), plus any amount the Company has repaid and CAD $125 million. As at March 31, 2022, the Company had repaid CAD $75.9 million and had a total of CAD $93.6 million of Letters of Credit outstanding.

Certain amounts outstanding under the LC Facility are guaranteed by Export Development Canada under its Account Performance Security Guarantee Program. As at March 31, 2022, the Company had $45.5 million of Letters of Credit outstanding and Letter of Credit capacity of $0.6 million available under the LC Facility.  Just Energy’s obligations under the Credit Facility are supported by guarantees of certain subsidiaries and secured by a general security agreement and a pledge of the assets and securities of Just Energy and the majority of its

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operating subsidiaries excluding, primarily Filter Group. Just Energy has also entered into an inter-creditor agreement in which certain commodity and hedge providers are also secured by the same collateral.  As a result of the CCAA filing, the borrowers are in default under the Credit Facility. However, any potential actions by the lenders have been stayed pursuant to the Court Order.

The outstanding advances are all prime rate advances at a rate of bank prime (Canadian bank prime rate or U.S. prime rate) plus 4.25% and letters of credit are at a rate of 5.25%.

As at March 31, 2022, the Canadian prime rate was 2.7% and the U.S. prime rate was 3.5%.

As a result of the CCAA filing, the Credit Facility is reflected as a liability subject to compromise.

(d)As part of the recapitalization transaction that the September 2020 Recapitalization, Just Energy issued the Term Loan maturing on March 31, 2024. The note bears interest at 10.25%. The balance at March 31, 2022 includes an accrual of $12.6 million for interest payable on the notes through March 9, 2021. As a result of the CCAA filing, the Company is in default under the Term Loan. However, any potential actions by the lenders under the Term Loan have been stayed pursuant to the Court Order, and the Company is not issuing additional notes equal to the capitalized interest. The Term Loan is shown as liability subject to compromise.
(e)As part of the September 2020 Recapitalization, Just Energy issued the Note Indenture. The principal amount was reduced through a tender offer for no consideration on October 19, 2020 to CAD $13.2 million. The Note Indenture bears an annual interest rate of 7.0% payable in kind. The balance at March 31, 2022 includes an accrual of $0.4 million for interest payable on the notes through March 9, 2021. As a result of the CCAA filing, the Company is in default under the Note Indentures Trust Indenture agreement.  However, any potential actions by the lenders under the Note Indenture have been stayed pursuant to the Court Order and the Company is not issuing additional notes equal to the capitalized interest. The Note Indenture is shown as a liability subject to compromise.
(f)As part of the September 2020 Recapitalization, the 8.75% loan was exchanged for its pro-rata share of the Term Loan and 786,982 common shares. At the time of the September 2020 Recapitalization, the 8.75% loan had $207.0 million outstanding plus accrued interest.
(g)As part of the September 2020 Recapitalization, the 6.75% CAD $100M convertible debentures were exchanged for 3,592,069 common shares along with there pro-rata share of the Note Indenture and the payment of accrued interest.
(h)As part of the September 2020 Recapitalization, the 6.75% CAD $160M convertible debentures were exchanged for 5,747,310 common shares along with there pro-rata share of the Note Indenture and the payment of accrued interest.
(i)As part of the September 2020 Recapitalization, the 6.5% convertible bonds were exchanged for there pro-rata share of the Term Loan and 35,737 common shares. At the time of the September 2020 Recapitalization, $9.2 million of the 6.5% convertible bonds were outstanding plus accrued interest.

17.REPORTABLE BUSINESS SEGMENTS

Just Energy has two business segments: the mass market segment and the commercial segment. The mass markets segment includes customers acquired and served under the Just Energy, Tara Energy, Amigo Energy and Terrapass brands. Marketing of the energy products of this segment is primarily done through digital and retail sales channels. The commercial segment includes customers acquired and served under Hudson Energy, as well as brokerage services managed by Interactive Energy Group. Hudson Energy sales are made through three main channels: brokers, in-person commercial independent contractors and inside commercial sales representatives.

The chief operating decision-maker monitors the operational results of the mass market and commercial segments for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on certain non-U.S. GAAP measures such as Base EBITDA, Base Gross Margin and Embedded Gross Margin.

Transactions between segments are in the normal course of operations and are recorded at the exchange amount.

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Corporate and shared services report the costs related to management oversight of the business units, public reporting and filings, corporate governance and other shared services functions such as Human Resources, Finance and Information Technology.

The chief operating decision maker does not review the assets and liabilities for the reporting units for decision making purposes.

For the year ended March 31, 2022:

    

    

    

Corporate and

    

Mass markets

Commercial

shared services

Consolidated

Revenues

$

1,190,326

$

964,282

$

$

2,154,608

Cost of goods sold

 

933,763

894,215

1,827,978

Gross margin

 

256,563

70,067

326,630

Administrative expenses

 

31,947

11,622

64,617

108,186

Selling and marketing expenses

 

88,526

46,826

135,352

Depreciation and amortization

 

17,247

2,339

19,586

Provision for expected credit loss

 

23,250

992

24,242

Segment income (loss)

$

95,593

$

8,288

$

(64,617)

$

39,264

Interest expense

 

(34,868)

Reorganization costs

 

(106,235)

Unrealized gain on derivative instruments and other

 

682,393

Realized gain on derivative instruments

 

166,155

Gain on investment

15,041

Other expense, net

(394)

Impairment of goodwill, intangible assets and others

(10,377)

Income tax expense

 

(72,495)

Net income

 

$

678,484

 

As at March 31, 2022

Total goodwill

$

130,945

$

$

$

130,945

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For the year ended March 31, 2021:

    

    

    

Corporate and 

    

Mass markets

Commercial

shared services

Consolidated

Revenues

$

1,161,905

$

912,923

$

$

2,074,828

Cost of goods sold

 

2,277,182

 

1,225,321

 

 

3,502,503

Gross margin

 

(1,115,277)

 

(312,398)

 

 

(1,427,675)

Administrative expenses

 

26,823

 

12,551

 

73,083

 

112,457

Selling and marketing expenses

 

81,632

 

54,136

 

 

135,768

Depreciation and amortization

 

15,406

 

2,706

 

 

18,112

Provision for expected credit loss

 

17,590

 

8,122

 

 

25,712

Segment loss

$

(1,256,728)

$

(389,913)

$

(73,083)

$

(1,719,724)

Interest expense

 

  

 

  

 

  

 

(65,167)

Reorganization costs

(39,814)

Restructuring costs

(5,368)

Gain on September 2020 Recapitalization transaction, net

38,915

Unrealized gain on derivative instruments and other

 

  

 

  

 

  

 

50,923

Realized gain on derivative instruments

 

  

 

  

 

  

 

1,494,001

Impairment of goodwill, intangible assets and others

(91,451)

Other expense, net

(1,384)

Income tax expense

 

  

 

  

 

  

 

(1,736)

Loss from continuing operations

 

  

 

  

 

  

$

(340,805)

Income from discontinued operations, net of income tax

 

  

 

  

 

  

 

29

Net loss

 

  

 

  

 

  

 

(340,776)

As at March 31, 2021

Total goodwill

$

130,235

$

$

$

130,235

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For the year ended March 31, 2020:

    

    

    

Corporate and 

    

Mass markets

Commercial

shared services

Consolidated

Revenues

$

1,320,111

$

1,051,591

$

$

2,371,702

Cost of goods sold

 

954,446

 

939,851

 

 

1,894,297

Gross margin

 

365,665

 

111,740

 

 

477,405

Administrative expenses

 

26,845

 

15,234

 

93,135

 

135,214

Selling and marketing expenses

 

106,116

 

59,746

 

 

165,862

Depreciation and amortization

28,547

2,571

31,118

Provision for expected credit loss

 

54,511

 

5,775

 

 

60,286

Segment income (loss)

$

149,646

$

28,414

$

(93,135)

$

84,925

Interest expense

 

 

 

 

(80,310)

Unrealized loss on derivative instruments and other

 

 

 

 

(144,553)

Realized loss on derivative instruments

 

 

 

 

(18,327)

Impairment of goodwill, intangible assets and others

(66,221)

Other income, net

 

 

 

 

25,524

Income tax expense

 

 

 

 

(5,468)

Loss from continuing operations

 

 

 

$

(204,430)

Income from discontinued operations, net of income tax

 

 

 

 

9,068

Net loss

 

 

 

 

(195,362)

As at March 31, 2020

 

  

 

  

 

  

 

  

Total goodwill

$

121,540

$

70,672

$

$

192,212

Revenue from external customers

The revenue is based on the location of the customer.

For the year ended March 31,

2022

2021

2020

Canada

$

477,837

$

372,737

$

402,830

United States

1,676,771

1,702,091

1,968,872

Total

$

2,154,608

$

2,074,828

$

2,371,702

18.INCOME TAXES

(a)Domestic and foreign components of income from continuing operations before income taxes

For the year ended March 31,

2022

2021

2020

Canada

$

(123,698)

$

(14,380)

$

(76,868)

Foreign

 

874,677

(324,689)

(122,094)

Total

$

750,979

$

(339,069)

$

(198,962)

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(b)Income tax provision from continuing operations

For the year ended March 31,

2022

2021

2020

Current

Canada

$

(3,570)

$

(1,407)

$

1,559

Foreign

(320)

3,300

3,864

Total - current

$

(3,890)

$

1,893

$

5,423

Deferred

Canada

$

573

$

(82)

$

56

Foreign

75,812

(75)

(11)

Total - deferred

$

76,385

$

(157)

$

45

Total income tax expense

$

72,495

$

1,736

$

5,468

(c)Components of income tax expense or benefit

For the year ended March 31,

2022

2021

2020

Current tax expense (benefit)

$

(3,890)

$

1,893

$

5,423

Deferred tax expense (benefit) before valuation allowance

 

189,950

(81,542)

(65,034)

Tax expense (benefit) related to an increase (decrease) in valuation allowance

(113,565)

81,385

65,079

Total tax expense

$

72,495

$

1,736

$

5,468

(d)Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate

    

 

For the year ended March 31,

 

2022

2021

2020

 

Income (loss) from continuing operations before income taxes

$

750,979

$

(339,069)

$

(198,962)

Combined statutory Canadian federal and provincial income tax rate

 

26.50

%  

 

26.50

%  

 

26.50

%

Income tax expense (recovery) at statutory rate

$

199,009

$

(89,853)

$

(52,725)

Increase (decrease) in income taxes resulting from:

 

  

 

  

 

  

Foreign tax rate differential

$

10,615

$

(4,445)

$

(3,389)

Permanent differences

 

(22,212)

 

14,650

 

(3,498)

Changes in valuation allowance

 

(113,565)

 

81,385

 

65,080

Return to provision adjustments

(1,352)

Other

$

72,495

$

1,736

$

5,468

Effective tax rate

9.7

%

(0.5)

%

(2.7)

%

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(e)Deferred income tax balances

The temporary differences, that give rise to the Company’s deferred tax assets and liabilities consisted of the following:

As at March 31,

2022

2021

Deferred tax assets:

Tax operating and capital losses

$

130,873

$

148,918

Intangibles

21,396

27,780

Deferred financing costs

 

17,460

 

12,869

Interest disallowance carryforward per §163(j) of the Internal Revenue Code

16,411

9,062

Receivable allowances

3,491

4,999

Reserves and accruals not currently deductible for tax purposes

4,864

2,864

Property and equipment

1,600

472

Foreign exchange

328

1,699

Derivative instruments

10,746

Subtotal

196,424

219,409

Less: Valuation allowance

(96,240)

(209,805)

Total net deferred tax assets

100,184

9,604

Deferred tax liabilities:

Derivative instruments

172,888

912

Property and equipment

2,890

4,294

Reserves and accruals not currently deductible for tax purposes

1,168

Investments

2,439

Total deferred tax liabilities

175,778

8,813

Valuation allowance

Net deferred income tax assets (liabilities)

$

(75,594)

$

791

(f)Uncertain tax positions

The Company is continuously under tax examination in the jurisdictions in which it operates. There are currently no open income tax audits as of March 31, 2022. Tax years that remain subject to examination are tax years ending in 2016 and 2018 to current in Canada and U.S. respectively. The Company is unaware of any uncertain tax positions that could result in significant additional payments, accruals, or other material deviation in the next 12 months.

(g)Operating loss carryforwards

As at March 31, 2022, the Company has tax-effected cumulative net operating losses of $96,925 available for carryforward of which the Company has recorded a deferred tax asset of $52,955. These losses are set to expire starting 2028 until 2041.   Certain U.S. tax losses are subject to annual limitation under Section 382.

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. The Company has evaluated both positive and negative evidence, and as a result, a valuation allowance of $93,853 has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized.

Canadian income tax has not been recognized on the cumulative undistributed earnings of the Company’s foreign subsidiaries because they are considered to be indefinitely reinvested.  Distribution of these earnings in the form of dividends or otherwise may result in income and withholding taxes payable.  It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries.

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19.SHAREHOLDERS’ CAPITAL

Just Energy is authorized to issue an unlimited number of common shares with no par value. Shares outstanding have no preferences, rights or restrictions attached to them.

(a)Details of issued and outstanding shareholders’ capital:

    

For the year ended

    

For the year ended

March 31, 2022

March 31, 2021

Shares

    

Amount

Shares

Amount

Common shares:

 

  

 

  

 

  

    

  

Issued and outstanding

 

  

 

  

 

  

 

  

Balance, beginning of year

 

48,078,637

$

1,168,162

4,594,371

$

839,778

Share-based awards exercised

 

91,854

721

Issuance of shares due to September 2020 Recapitalization

 

43,392,412

328,842

Issuance cost

 

(1,179)

Balance, end of year

 

48,078,637

$

1,168,162

48,078,637

$

1,168,162

Preferred shares:

 

Issued and outstanding

 

Balance, beginning of year

 

$

4,662,165

$

111,948

Exchanged to common shares

 

(4,662,165)

(111,948)

Balance, end of year

 

$

$

Shareholders' capital

 

48,078,637

$

1,168,162

48,078,637

$

1,168,162

Just Energy defines capital as shareholders’ equity (excluding accumulated other comprehensive income) and long-term debt.

(b)September 2020 Recapitalization

On September 28, 2020, the Company completed the September 2020 Recapitalization. The September 2020 Recapitalization was undertaken through a plan of arrangement under the CBCA and included:

The consolidation of the Company’s common shares on a 1-for-33 basis;
Exchange of the 6.75% CAD $100M convertible debentures and the 6.75% CAD $160M convertible debentures for common shares and the Note Indenture, as described in Note 16(e), 16(g) and 16(h). The Note Indenture had a principal amount of CAD $15 million as at September 28, 2020, which was reduced to CAD $13.2 million through a tender offer for no consideration on October 19, 2020;
Extension of CAD $335 million of the Company’s senior secured credit facilities to December 2023, with revised covenants and a schedule of commitment reductions throughout the term;
Existing 8.75% loan and the remaining convertible bonds due December 31, 2020 were exchanged for the Term Loan and common shares, with interest on the new Term Loan to be initially paid in kind until certain financial measures are achieved;
Exchange of all of the 8.50%, fixed-to-floating rate, cumulative, redeemable, perpetual preferred shares for 1,556,563 common shares;
Accrued and unpaid interest paid in cash on the subordinated convertible debentures until September 28, 2020;
The payment of certain expenses of the ad hoc group of convertible debenture holders;
The entitlement of holders of Just Energy’s existing 8.75% loan, 6.5% convertible bonds, the subordinated convertible debentures, preferred shares and common shares as of July 23, 2020 to subscribe for post-consolidation common shares at a price per share of CAD $3.412, with subscriptions totaling 15,174,950 common shares resulting in cash proceeds for Just Energy of approximately CAD $51.8 million;
Pursuant to the previously announced backstop commitments, the acquisition of 14,137,580 common shares by the backstop parties, on a post-consolidation basis resulting in cash proceeds for Just Energy

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of approximately CAD $48.2 million, for total aggregate proceeds from the equity subscription option of approximately $100.0 million;
The issuance of 1,075,615 common shares amounting to CAD $3.67 million by way of an additional private placement to the Company’s 8.75% term loan lenders at the same subscription price available to all securityholders pursuant to the new equity subscription offering;
The settlement of litigation related to the 2018 acquisition of Filter Group Inc. pursuant to which shareholders of the Filter Group received an aggregate of CAD $1.8 million in cash and 429,958 common shares; and
The implementation of a new management equity incentive plan as described in Note 20.

The September 2020 Recapitalization resulted in total net gain of $38.9 million for the year ended March 31, 2021. The net gain reported in the Consolidated Statement of Operations is made up of the gain of $59.6 million related to reduction in debt, partially offset by $20.7 million of expense incurred in relation to the September 2020 Recapitalization.

The September 2020 Recapitalization did not result in tax expense or cash taxes since any debt forgiveness resulting from the exchange of the convertible debentures was fully reduced by operating and capital losses previously not used.

20.SHARE BASED COMPENSATION PLANS

On September 28, 2020, the Board of Directors of Just Energy approved a new compensation plan referred to as the Equity Plan. The Equity Plan includes options, RSUs, DSUs and PSUs.

Under the Equity Plan, the Company is required to reserve a certain number of (i) options issuable and (ii) other securities issuable under the Plan. The Equity Plan includes a 5% cap on the total number of equity-based securities that can be issued (5% of the issued and outstanding common shares). Accordingly, there is a separate record for options and a separate record for all the other securities (RSUs, DSUs, PSUs). Amounts reserved for the various security types can be amended at any time. The 2020 Equity Compensation Plan was amended on June 25, 2021 to comply with the requirements of the TSX Venture Exchange. In addition to a number of non-material changes, the maximum number of common shares that may be issued pursuant to Awards (as defined in the 2020 Equity Compensation Plan) under the Plan that are not options is limited to a maximum of 2,403,931 common shares.

(a)Options

Under the Equity Plan, 650,000 options were issued to management on October 12, 2020 with an exercise price of CAD $8.46. The exercise price was based on the higher of the closing price on October 9, 2020 or the five-day volume weighted trading price as at October 9, 2020. The expected life under the standardized Black-Scholes methodology is 5.5 years with a volatility capped at a maximum of 70%. The projected annual dividend assumption is nil with a risk- free interest rate using an interpolated 5.5 year risk-free rate of 0.28% based on the Bank of Canada daily benchmark for five- and seven-year bond yields. The estimated market price of the options was CAD $5.70 based on the Black-Scholes option pricing model.

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The options vest over a three-year period and the option value is being amortized as share-based compensation over the vesting period of the options.

For the year ended March 31,

2022

2021

Balance, beginning of year

650,000

814,166

Less: Cancelled

(814,166)

Add: Equity Plan options post September 2020 Recapitalization

650,000

Balance, end of year

650,000

650,000

(b)Restricted Share Units

Under the Equity Plan, 23,513 RSUs were granted to one employee based on the five-day volume weighted trading price as at October 9, 2020 of CAD $8.37 with vesting date of December 1, 2020. All 23,513 RSUs vested, and 16,541 shares were issued and the remaining 6,972 RSUs were cancelled for tax withholding.

For the year ended March 31

2022

2021

Balance, beginning of the year

Add: Granted September 2020 Recapitalization

23,513

Less: Issued

(16,541)

Less: Cancelled to pay taxes and payroll withholding

(6,972)

Balance, end of year

(c)Deferred Share Units

Under the Equity Plan, 190,983 DSUs were granted to company directors in lieu of materially all their annual cash retainers based on the five-day volume weighted trading price as at October 9, 2020 of CAD $8.37. These units were vested immediately on October 12, 2020 and expensed in the prior year. Also, 4,054 DSUs were issued on February 3, 2021.

For the year ended March 31

2022

2021

Balance, beginning of the year

186,929

Add: Granted September 2020 Recapitalization

190,983

Less: Issued as shares

(4,054)

Balance, end of year

186,929

186,929

(d)Performance Share Units

The Equity Plan also includes the issuance of PSUs. The Board of Directors, in its sole discretion, determines the performance period applicable to each grant of PSUs at the time of such grant. Unless otherwise specified by the Board of Directors, the performance period applicable to a grant of a period is 36 months starting on the first day and ending on the last day of the Company’s fiscal year.

As at March 31, 2022, no PSUs were granted to any employees.

Pre-September 2020 Recapitalization stock-based compensation plan

Just Energy granted awards under its 2010 share option plan (formerly the 2001 Unit Option Plan) to directors, officers, full-time employees and service providers (non-employees) of Just Energy and its subsidiaries. The Company’s previous stock-based compensation plan grants awarded under the 2010 RSGs Plan (formerly the 2004 unit appreciation rights) were in the form of fully paid RSGs to senior officers, employees and service providers of its subsidiaries. The previous plan also granted awards under the 2013 performance bonus incentive plan in the form of

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fully paid performance bonus grants to senior officers, employees, consultants and service providers of its subsidiaries. Additionally, the previous plan granted awards under its 2010 Directors’ Compensation Plan (formerly the 2004 Directors’ deferred unit grants) to all independent directors on the basis that each director was required to annually receive 15% of their compensation entitlement in deferred share grants. As a result of the September 2020 Recapitalization, all existing restricted share grants, performance bonus grants, and deferred share grants have been exercised and/or cancelled.

(a)Restricted Share Grants

For the year ended March 31,

2022

2021

Balance, beginning of year

1,071,162

Granted

57,939

Exercised

(54,185)

Cancelled

(1,074,916)

Balance, end of year

(b)Performance-Based Grants

For the year ended March 31,

2022

2021

Balance, beginning of year

1,479,699

Granted

176,030

Exercised

(20,506)

Cancelled

(1,635,223)

Balance, end of year

(c)Deferred Share Grants

For the year ended March 31,

2022

2021

Balance, beginning of year

82,727

Granted

38,696

Exercised

(7,861)

Cancelled

(113,562)

Balance, end of year

21.RESTRUCTURING COSTS

For the year ended March 31, 2021, the Company incurred $5.4 million in restructuring costs in relation to the September 2020 restructuring of its senior management. These costs include management costs, structural reorganization and employee-related costs.

22.REORGANIZATION COSTS

Reorganization costs represent the amounts incurred related to the filings under the CCAA Proceedings and consist of:

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For the year ended

For the year ended

March 31,

March 31,

2022

2021

Professional and advisory costs

$

47,433

$

7,396

KERP

 

7,245

 

Prepetition claims and other costs1

 

51,557

 

32,418

$

106,235

$

39,814

1

These represent charges associated with early termination of certain agreement allowed by the CCAA filing, settlement of claims and the acceleration of deferred financing costs and other fees for the long-term debt subject to compromise and certain other related costs.

23.EARNINGS PER SHARE

For the year ended March 31,

2022

2021

2020

BASIC EARNINGS (LOSS) PER SHARE

 

  

 

  

 

  

Income (loss) from continuing operations available to shareholders

$

678,484

$

(340,805)

$

(204,430)

Income (loss) for the year available to shareholders

$

678,484

$

(340,776)

(195,362)

Basic weighted average shares outstanding

 

48,078,637

 

34,125,199

 

9,856,640

Basic earnings (loss) per share from continuing operations available to shareholders

 

14.11

 

(9.99)

 

(20.74)

Basic earnings (loss) per share available to shareholders

$

14.11

$

(9.99)

$

(19.82)

DILUTED EARNINGS (LOSS) PER SHARE

 

 

 

Income (loss) from continuing operations available to shareholders

$

678,484

$

(340,805)

$

(204,430)

Adjusted income (loss) for the year available to shareholders

$

678,484

$

(340,776)

$

(195,362)

Basic weighted average shares outstanding

 

48,078,637

 

34,125,199

 

9,856,640

Dilutive effect of:

 

 

 

Restricted share grants

 

 

38,990

 

80,761

Deferred share grants

 

 

6,437

 

8,841

Restricted share units

4,252

Deferred share units

190,983

87,926

Options

 

650,000

 

305,357

 

Shares outstanding on a diluted basis

 

48,919,620

 

34,568,161

 

9,946,242

Diluted earnings (loss) from continuing operations per share available to shareholders

 

13.87

 

(9.99)

 

(20.74)

Diluted earnings (loss) per share available to shareholders

$

13.87

$

(9.99)

$

(19.82)

1The assumed settlement of shares results in an anti-dilutive position for March 31, 2021 and 2020; therefore, these items have not been included in the computation of diluted loss per share.

The shares have been adjusted to reflect the share consolidation due to the September 2020 Recapitalization.

24.DISCONTINUED OPERATIONS

(a)Loss from discontinued operations

In March 2019, Just Energy formally approved and commenced the process to dispose of its businesses in Germany, Ireland and Japan. In June 2019, the U.K. was added to the disposal group. The decision was part of a strategic transition to focus on the core business in North America. In November 2019, Just Energy closed its previously announced sale of Hudson U.K. to Shell Energy Retail Limited and completed the Ireland sale in February 2020. In April 2020, the Company announced that it has sold all of the shares of Just Energy Japan KK to Astmax Trading, Inc. The purchase price was nominal. Previously, these operations were reported within the Mass

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Market segment, while a portion of the U.K. business was allocated to the Commercial segment. On November 30, 2020, the Company sold EdgePower. The disposal of these operations was reclassified and presented in discontinued operations and were previously reported as a Commercial segment.

In March 2021, the Company commenced insolvency proceedings for its German operations and expects to liquidate the German businesses.

(b)Sale of Just Energy Japan

On April 10, 2020, the Company announced that it has sold all of the shares of Just Energy Japan to Astmax Trading, Inc. The purchase price was nominal, as the business was still in its start-up phase with more liabilities than assets and had fewer than 1,000 customers. The sale of the Japanese subsidiary resulted in nominal gain on sale, which will be reported through income (loss) from discontinued operations.

(c)Disposal of Hudson U.K.

On November 29, 2019, Just Energy closed its previously announced sale of Hudson U.K. to Shell Energy Retail Limited. Pursuant to the share purchase agreement, the aggregate amount of the closing consideration received was £1.5 million ($1.9 million).

(d)Disposal of Just Energy Ireland Limited

On December 18, 2019, Just Energy closed its previously announced sale of substantially all of the assets of Just Energy Ireland Limited to Flogas Natural Limited for €0.6 million ($0.7 million). The Company received 75% of the purchase price in cash at closing and 25% of the purchase price five months after closing.

25.COMMITMENTS AND CONTINGENCIES

Commitments for each of the next five years and thereafter are as follows:

As at March 31, 2022:

    

Less than 1 year

    

1–3 years

    

4–5 years

    

More than 5 years

    

Total

Trade and other payables

$

349,923

$

$

$

$

349,923

Commodity suppliers' accruals and payables subject to compromise

438,068

438,068

Non-commodity trade accruals and accounts payable subject to compromise

41,914

41,914

Long-term debt

126,289

130

126,419

Debt and financing subject to compromise

365,908

365,908

Gas, electricity and non-commodity contracts

1,897,786

1,037,341

219,651

37,004

3,191,782

Total

$

3,219,888

$

1,037,471

$

219,651

$

37,004

$

4,514,014

Under the terms of the Court Orders, any actions against Just Energy to enforce or otherwise effect payment from Just Energy of pre-petition obligations were stayed during the CCAA proceedings.

Just Energy has entered into leasing contracts for office buildings and administrative equipment. These leases have a leasing period of between one and six years. No purchase options are included in any major leasing contracts. Just Energy is also committed under long-term contracts with customers to supply gas and electricity. These contracts have various expiry dates and renewal options.

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(a)Surety bonds and letters of credit

As at March 31, 2022

Under 1 year

1-3 Years

3-5 Years

Over 5 Years

Total

Surety bonds (i)

$

42,100

$

$

$

$

42,100

Letters of credit (ii)

120,400

120,400

Other guarantees (subject to compromise) (c)

50,100

50,100

$

162,500

$

$

$

50,100

$

212,600

(i)

Pursuant to separate arrangements with surety bond providers, Just Energy has had surety bonds issued to various counterparties including states, regulatory bodies, utilities, and various other surety bond holders in return for a fee and/or meeting certain collateral posting requirements. Such surety bond postings are required in order to operate in certain states or markets. As at March 31, 2022, Just Energy has provided cash collateral or letters of credit for all outstanding surety bonds.

(ii)

The Company has issued letters of credit in accordance with its credit facility to various counterparties, primarily utilities, state regulatory bodies in the markets it operates in, as well as suppliers.

(b)Officers and directors

Corporate indemnities have been provided by Just Energy to all directors and certain officers of its subsidiaries for various items including, but not limited to, all costs to settle suits or actions due to their association with Just Energy and its subsidiaries and/or affiliates, subject to certain restrictions. Just Energy has purchased directors’ and officers’ liability insurance to mitigate the cost of any potential future suits or actions and is entitled to a priority charge under the Court Order in CCAA proceedings. Each indemnity, subject to certain exceptions, applies for so long as the indemnified person is a director or officer of one of Just Energy’s subsidiaries and/or affiliates. The maximum amount of any potential future payment cannot be reasonably estimated.

(c)Operations

In the normal course of business, Just Energy and/or Just Energy’s subsidiaries have entered into agreements that include guarantees in favour of third parties, such as purchase and sale agreements, leasing agreements and transportation agreements. These guarantees may require Just Energy and/or its subsidiaries to compensate counterparties for losses incurred by the counterparties as a result of breaches in representation and regulation or as a result of litigation claims or statutory sanctions that may be suffered by the counterparty as a consequence of the transaction. The maximum payable under these guarantees is estimated to be $50.1 million and are subject to compromise under the CCAA.

(d)Legal proceedings

Just Energy and its subsidiaries are party to a number of legal proceedings. Other than as set out below, Just Energy believes that each proceeding constitutes legal matters that are incidental to the business conducted by Just Energy and that the ultimate disposition of the proceedings will not have a material adverse effect on its consolidated earnings, cash flows or financial position.

On March 9, 2021, Just Energy filed for and received creditor protection pursuant to the Court Order under the CCAA and similar protection under Chapter 15 of the Bankruptcy Code in the United States in connection with the Weather Event. On September 15, 2021, the Ontario Court approved the Company’s request to establish a claims process to identify and determine claims against the Company and its subsidiaries that are subject to the ongoing Claims Procedure Order. As part of the CCAA proceedings and in accordance with the Claims Procedure Order, Just Energy continues to review and determine which claims will be allowed, modified or disallowed, which may result in additional liabilities subject to compromise that are not currently reflected in the Consolidated Financial Statements. Currently, the total claims filed against Just Energy and its subsidiaries pursuant to the Claims Procedure Order are in excess of $14 billion, including approximately $1 billion in secured claims, which include letters of credit. The previously disclosed class action against Just Energy, Just Energy Corp. and Just Energy Ontario L.P. with Haidar Omarali as plaintiff, and certain other class action claims, are subject to the Claims Procedure Order. Just Energy

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expects that the final amount of accepted unsecured claims will be much lower than the face amount of the filed claims. However, on August 4, 2022 Just Energy entered into the Stalking Horse Transaction Agreement with the Stalking Horse Purchaser and the SISP Support Agreement in connection with the SISP that is intended to facilitate its exit from the Company’s ongoing insolvency proceedings as a going concern. The Stalking Horse Transaction provides that certain secured creditors will receive cash payments and/or equity in exchange for their debt, and existing equityholders’ interests will be cancelled or redeemed for no consideration.  In addition, no amounts will be available for distribution to the Just Energy Entities’ general unsecured creditors, including the previously disclosed class action against Just Energy, Just Energy Corp. and Just Energy Ontario L.P. with Haidar Omarali as plaintiff, and certain other class action claims.

On July 23, 2019, Just Energy announced that, as part of its Strategic Review process, management identified customer enrolment and non-payment issues, primarily in Texas. In response to this announcement, and in some cases in response to this and other subsequent related announcements, putative class action lawsuits were filed in the United States District Court for the Southern District of New York, in the United States District Court for the Southern District of Texas and in the Ontario Court, on behalf of investors that purchased Just Energy Group Inc. securities during various periods, ranging from November 9, 2017 through August 19, 2019. The U.S. lawsuits have been consolidated in the United States District Court for the Southern District of Texas with one lead plaintiff and the Ontario lawsuits have been consolidated with one lead plaintiff. The U.S. lawsuit seeks damages allegedly arising from violations of the United States Securities Exchange Act. The Ontario lawsuit seeks damages allegedly arising from violations of Canadian securities legislation and of common law. The Ontario lawsuit was subsequently amended to, among other things, extend the period to July 7, 2020. On September 2, 2020, pursuant to Just Energy’s plan of arrangement, the Superior Court of Justice (Ontario) ordered that all existing equity class action claimants shall be irrevocably and forever limited solely to recovery from the proceeds of the insurance policies payable on behalf of Just Energy or its directors and officers in respect of any such existing equity class action claims, and such existing equity class action claimants shall have no right to, and shall not, directly or indirectly, make any claim or seek any recoveries from any of the released parties or any of their respective current or former officers and directors in respect of any existing equity class action claims, other than enforcing their rights to be paid by the applicable insurer(s) from the proceeds of the applicable insurance policies. Pursuant to the CCAA proceedings, these proceedings have been stayed. Just Energy denies the allegations and will vigorously defend against these claims if they proceed.

On November 12, 2021, Just Energy, along with the Just Energy Parties, initiated the ERCOT Lawsuit against ERCOT and the PUCT in the Houston Court. The ERCOT Lawsuit seeks to recover payments that were made by the Just Energy Parties to ERCOT for certain invoices relating to the Weather Event. On February 2, 2022, the Houston Court dismissed the Lawsuit against the PUCT.

26.RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability to control the other party or exercise influence over the other party in making financial or operating decisions. The definition includes subsidiaries and other persons.

PIMCO, through certain affiliates, became a 28.9% shareholder of the Company as part of the September 2020 Recapitalization. On March 9, 2021, certain PIMCO affiliates entered into a DIP agreement with the Company for the DIP Facility for $125 million as described in Note 16(a) and comprise the Stalking Horse Purchaser.

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27.SUPPLEMENTAL CASH FLOW INFORMATION

Net change in working capital

    

For the year ended March 31

2022

2021

2020

Accounts receivable and unbilled revenue, net

$

(37,652)

$

7,524

$

230,056

Gas in storage

 

(934)

 

1,975

 

(2,151)

Prepaid expenses and deposits

(12,358)

23,735

5,209

Provisions

(4,641)

4,318

(3,976)

Trade and other payables

32,024

(143,242)

(237,384)

Adjustments required to reflect net cash receipts from gas sales

(946)

4,441

(3,940)

$

(24,507)

$

(101,249)

$

(12,186)

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ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.CONTROLS AND PROCEDURES

DISCLOSURES CONTROLS AND PROCEDURES

Both the chief executive officer (“CEO”) and chief financial officer (“CFO”) have designed, or caused to be designed under their supervision, the Company’s disclosure controls and procedures which provide reasonable assurance that: (i) material information relating to the Company is made known to management by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual and interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time period specified in securities legislation. The CEO and CFO are assisted in this responsibility by a Disclosure Committee composed of senior management. The Disclosure Committee has established procedures so that it becomes aware of any material information affecting Just Energy to evaluate and communicate this information to management, including the CEO and CFO as appropriate, and determine the appropriateness and timing of any required disclosure. Based on the foregoing evaluation, conducted by or under the supervision of the CEO and CFO of the Company’s ICFR in connection with the Company’s financial year-end, it was concluded that because of the material weakness described below, the Company’s disclosure controls and procedures were not effective.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management used the criteria set forth by the COSO in Internal Control — Integrated Framework (2013) to evaluate the effectiveness of its ICFR as at March 31, 2022. The COSO framework summarizes each of the components of a company’s internal control system, including the: (i) control environment; (ii) control activities (process-level controls); (iii) risk assessment; (iv) information and communication; and (v) monitoring activities. The COSO framework defines a material weakness as a deficiency, or combination of deficiencies, that results in a reasonable possibility that a material misstatement of the annual or interim condensed consolidated financial statements will not be prevented or detected on a timely basis.

Identification of control deficiency and ongoing remediation of material weakness within financial statement close process

Management’s evaluation of ICFR identified an ongoing material weakness resulting from the failure to operate several controls within the financial statement close process that allowed errors to manifest, and, the failure to detect them for an extended period of time, as follows:

Previous identification of control activities material weakness within financial statement close process

The Company did not design or maintain effective control activities to prevent or detect misstatements during the operation of the financial statement close process, including from finalization of the trial balance to the preparation of financial statements.

Ongoing remediation of previously identified control activities material weakness associated with financial statement close process

Management remains committed to the planning and implementation of remediation efforts to address the material weaknesses, as well as to foster improvement in the Company’s internal controls. These remediation efforts continue and are intended to address this identified material weakness and enhance the overall financial control environment. During fiscal 2021, management further increased the amount of personnel to perform the financial statement close process, including the hiring of a CFO and a controller, both with significant financial reporting and retail energy industry experience, promoting individuals within the team and training those individuals to perform their enhanced roles, and strengthening the managerial review process of the financial statement preparation, who remain with the Company at March 31, 2022 and through the date of these Consolidated Financial Statements. These enhancements remaining ongoing, and management continues strengthening the design and operational effectiveness of the financial statement preparation

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process, including the financial statement disclosure checklist. For the quarter and year ended March 31, 2022, and as disclosed within Part II, Item 8, “Financial Statements and Supplementary Data”, Note 3 Basis of presentation, the Company changed its basis of presentation from IFRS to U.S. GAAP. Due to this change in basis of presentation, not enough time has elapsed to operate the designed controls effectively to conclude that management has remediated the material weakness aforementioned.

No assurance can be provided at this time that the actions and remediation efforts the Company has taken or will implement will effectively remediate the material weaknesses described above or prevent the incidence of other significant deficiencies or material weaknesses in the Company’s internal controls over financial reporting in the future. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving the stated goals under all potential future conditions.

Other changes in internal control over financial reporting

Other than as described above, there were no changes in ICFR during the last fiscal year that materially affected, or are reasonably likely to materially affect, ICFR.

INHERENT LIMITATIONS

A control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurance that its objectives are met. Due to these inherent limitations in such systems, no evaluation of controls can provide absolute assurance that all control issues within any company have been detected. Accordingly, Just Energy’s disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the Company’s disclosure control and procedure objectives are met.  

ITEM 9B.OTHER INFORMATION

As at September 30, 2021, we determined that we are no longer qualified as a “foreign private issuer” as such term is defined in Rule 405 under the Securities Act, which means that we are required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. As a result, we are required under current SEC rules to prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. As a foreign private issuer, we previously prepared our consolidated financial statements in accordance with IFRS.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable

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PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Corporate governance

The Company has an active Board of Directors to guide its operations and ensure transparency to investors. Just Energy’s corporate governance committee meets the recommended standards established by the Canadian and U.S. Securities Administrators and other shareholder groups. The Company’s Board of Directors currently comprises the Executive Chair, the CEO, and five non-management directors.

Board Committees

During Fiscal 2022, Board delegated certain responsibilities to its Committees, which included, (i) the Audit Committee; (ii) the Compensation Committee; (iii) the Risk Committee; (iv) the Nominating and Corporate Governance Committee; and the (v) Legislative and Regulatory Affairs Committee. Each of the Company’s board committees operates under its written mandate which has been adopted by the Board of Directors, copies of which may be found on the Company’s website at investors.justenergy.com.

Audit Committee

The Company’s Audit Committee is comprised of Stephen Schaefer (Chair), James Bell, Dallas Ross, and Marcie Zlotnik. The Company’s Board of Directors has determined that each member of the Audit Committee is independent as defined by applicable securities laws and stock exchange requirements. Mr. Stephen Schaefer is an “audit committee financial expert” within the meaning of Form 20-F General Instruction E(a) and (b) and Instruction 1 to Item 16A of Form 20-F under the Exchange Act and is independent within the meaning of Rule 10A-3 under the Exchange Act and the listing standards of the New York Stock Exchange.

The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities primarily through (i) overseeing the integrity of the financial statements and financial reporting process and the Company’s systems of internal accounting and financial controls; (ii) overseeing the performance of the internal auditors; (iii) recommending the selection of, retaining and monitoring the independence and performance of the Company’s outside auditors, including overseeing the audits of the Company’s financial statements, and approving any non-audit services; and (iv) facilitating communication among the outside auditors, management, internal auditors and the Board.

Compensation Committee

The Company’s Compensation Committee members are Marcie Zlotnik (Chair), James Bell, Steven Murray, Dallas Ross and Stephen Schaefer. The Company’s Board of Directors has determined that each member of the Compensation Committee is independent as defined by applicable securities laws and stock exchange requirements.

The Compensation Committee’s primary purpose is to assist the Board in fulfilling its oversight responsibilities with respect to: (i) key compensation and human resources policies; (ii) the compensation of each named executive officers as disclosed in the Company’s management information circular; (iii) executive management succession and development; (iv) health, safety and environmental matters; and (v) all other matters normally associated with compensation and policies under Applicable Legislation. The Compensation Committee reviews, at least annually, its duties, responsibilities and performance in order to determine if any changes in practices of the Compensation Committee or amendments to its mandate are necessary.

Code of Ethics

Just Energy has adopted a Code of Business Conduct and Ethics Policy that applies to directors, officers and employees, including the chief executive officer and senior financial officers of Just Energy. It may be accessed at the Company's website at www.justenergy.com. Just Energy also elects to disclose the information required by Form 8-K, Item 5.05, “Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics,” through the Company's website, and such information will remain available on this website for at least a 12-month period. A copy of the “Just Energy Code of Conduct” is available in print to any stockholder who requests it.

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Board practices

The Company’s current Directors were elected on August 27, 2020, and their term shall run until the Company’s next Annual General Meeting. On May 26, 2021, the Ontario Court under the CCAA ordered that the Company was relieved of any obligation to call and hold an annual meeting of its shareholders until further order of the Ontario Court. The Company does not provide severance benefits to directors upon termination of their service as a director.

Identification of Directors and Executive Officers

The name, age as of August 4, 2022, principal occupation, and other information highlighting the particular experience, qualifications, attributes and skills concerning of each director are set forth below.

Bell, James, 47— Director

Mr. Bell is currently President and a Director of Dominion Lending Centres Inc. (a TSX Venture Exchange listed company) and serves as a Director of Paramount Resources Ltd. (a TSX listed energy company). Prior thereto, Mr. Bell was General Counsel for Olympia Financial Group Inc. (a TSX listed financial services company) and its wholly-owned subsidiary Olympia Trust Company (a non-deposit taking trust company) and had practiced securities and corporate commercial law as a partner at an international law firm until December 31, 2009. Mr. Bell has acted as legal counsel in connection with various commercial transactions as well as general securities and corporate finance matters. He serves on Paramount’s audit committee and is Chairman of Paramount’s compensation committee. Mr. Bell graduated from the University of Saskatchewan with a Bachelor of Laws degree in 1999. He completed the Canadian Securities Course in January 2014 and the Partners, Directors and Senior Officers course in February 2014.

Gahn, R. Scott, 61 — President and CEO and Director

Mr. Gahn was appointed as the president and chief executive officer of Just Energy on August 2, 2019 and was formerly Executive Vice President and Chief Operating Officer of Just Energy until June 2011.

Mr. Gahn was appointed to the Company’s board of directors on December 17, 2013. Mr. Gahn is also currently serving as Chairman of Modern System Concepts, Inc., a Houston-based life-safety and security firm. Mr. Gahn has a long history in the deregulated energy industry having served on the Texas ERCOT board from 2005 to 2008 and having been involved in the sale of deregulated and regulated electricity and natural gas for 29 years. He was one of the founding shareholders and Chief Executive Officer of Just Energy Texas L.P. which was purchased by Just Energy in 2007, and in that capacity was responsible for North American Wholesale energy supply operations and business developments.

Horton, Anthony, 61 — Executive Chair

Mr. Horton is currently Chief Executive Officer of AR Horton Advisors. He has over 30 years of experience as a corporate executive, independent director, advisor and investment professional.  In addition to Just Energy, Mr. Horton serves as an independent director of Travelport GDS, Team, Inc. and GWH Holdings.  He previously served as an independent director of Strike, LLC, Nordic Aviation Capital (NAC), Castleton Commodities International, LLC, Boardriders, Neiman Marcus, Arena Energy, EXCO Resources, NanoLumens and Seadrill Partners amongst others. Mr. Horton retired as Executive Vice President and Chief Financial Officer at Energy Future Holdings. Mr. Horton holds a Masters of Professional Accounting and Finance from the University of Texas at Arlington/Dallas and a BBA in Economics and Management from the University of Texas at Arlington. He is a Certified Public Accountant (retired), Chartered Financial Analyst, Certified Management Accountant and Certified Financial Manager.

Murray, Steven, 62 — Director

Mr. Murray was President and Chief Executive Officer of Primus Green Energy. Mr. Murray was previously President of Avangard Innovative and Executive Director of Conway MacKenzie. He was also the Chief Operating Officer of Direct Energy and President of Direct Energy Residential, where he led the successful turnaround of the largest deregulated energy company in North America. Mr. Murray has successfully executed 7 turnarounds in the last 15 years in industries ranging from retail energy to steel to chemicals to upstream and recycling. Mr. Murray holds a summa cum laude degree in Chemistry from Edinburgh University and was a full member of the Royal Society of Chemistry in UK.

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Ross, Dallas H., 65 — Director

Mr. Ross is a General Partner and Founder of Kinetic Capital Partners in Vancouver, BC whose equity capital and strategic attention is focused on controlling positions in several private companies in the United States with substantial value creation underway. Mr. Ross is Chair or Senior Director of those private companies. Mr. Ross currently also serves on public company boards: he is Chair of Rogers Sugar; Director and Chief Financial Officer of Westshore Terminals; and a Director of Canfor Corporation. Previously he was a Director of Catalyst Paper and was brought in to assist with its financial restructuring as Chair of its Strategic Alternatives Committee; and previously was a Director of Futureshop.com. Mr. Ross was on the Board and Chair of the Campus Task Force and on the Executive Committee of Crofton House School during its substantial campus rebuild. Prior to Kinetic Capital Partners, Mr. Ross was Managing Director Investment Banking in Vancouver and Managing Director Mergers and Acquisitions in Toronto with Scotia McLeod. Mr. Ross holds a Bachelor of Commerce (Honours) from the University of British Columbia, qualified as a Chartered Accountant and has completed the Canadian Securities course and the Partners, Directors and Officers course.

Schaefer, Stephen, 58 — Director

Mr. Schaefer currently serves as Chairman of the Board for Genon Holdings, Inc. and Texgen Power, LLC. He is also Chairman of the Audit Committee for the board of directors at Alpine Summit Energy Partners, Inc (TSXV: ALPS.U) (OTCQX: ASEPF). He previously served on the Board of directors for Homer City Holdings LLC, Element Markets LLC and HB2 Inc. Mr. Schaefer has been actively involved in the deregulated natural gas and electricity markets since 1993. He was a Partner with Riverstone Holdings, a private equity firm focused on energy investing, from 2004 to 2015. While at Riverstone, he served on two of its investment committees and was primarily responsible for conventional power and renewable energy investments. Prior to joining Riverstone, Mr. Schaefer was a Managing Director with Huron Consulting Group, where he founded and headed its Energy Practice. From 1998 to 2003, Mr. Schaefer was Managing Director and Vice President with Duke Energy North America. Mr. Schaefer is a Chartered Financial Analyst and received his B.S., magna cum laude, in Finance and Accounting from Northeastern University in 1987.

Zlotnik, Marcie, 60 — Director

Ms. Zlotnik was the co-founder and Chairman of the Board of StarTex Power, until its sale to Constellation Energy in 2011, and earlier she was co-founder, President, Principal Accounting Officer and a member of the Board of Gexa Energy. Ms. Zlotnik also served on the Board of Crius Energy, one of the largest independent energy retailers in the United States. Zlotnik is the past chair of the Deans Advisory Council at the University of Texas, McCombs School of Business, recently served on the McCombs School Deans search committee and serves on the advisory board of the Gulf Coast Power Association (GCPA). She was an elected member of the Texas ERCOT board, served as a Board Member of TEXALTEL, the association of Texas telecommunication providers, and was a co-founder and Board Member of Texas Energy Association of Marketers (TEAM). Ms. Zlotnik is the 2018 recipient of the GCPA Pat Wood Power Star, in recognition of her significant contributions towards the advancement of competitive energy markets in Texas, the inaugural recipient of the GCPA empowerment Award and was inducted into the University of Texas at Austin McCombs School of Business Hall of Fame in 2015. Ms. Zlotnik earned a Bachelor of Business Administration in Accounting from the University of Texas at Austin.

Brown, James, 59  — Chief Commercial Officer

Mr. Brown was appointed as Chief Commercial Officer of Just Energy Group Inc. in September 2020. He most recently served as the Company’s Chief Financial Officer since April 2018. Mr. Brown joined Just Energy in April 2013 as a Senior Vice President responsible for commodity settlements, and later served as the President of Hudson Energy, responsible for Just Energy’s commercial business. Prior to joining Just Energy, he was the Vice President of Accounting and Finance for Gexa Energy, a subsidiary of Nextera Energy Inc. Prior to that Mr. Brown was a Vice President of Accounting at Constellation Energy Resources Group. Jim received a BA in Accounting from the University of Houston.

Carter, Michael, 51 — Chief Financial Officer

Mr. Carter was appointed as the Chief Financial Officer of Just Energy on September 28, 2020. Mr. Carter’s broad industry experience includes holding key roles in finance, corporate planning and treasury, corporate development and operations. Mr. Carter most recently served as Senior Vice President, Finance at Hunt Power & Hunt Utility Services, an affiliate of Hunt Consolidated, Inc. Prior to his time at Hunt, he held the positions of Senior Vice President, Corporate

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Planning and Assistant Treasurer and Senior Vice President, Corporate Development at Energy Future Holdings Corporation (the predecessor of the parent company of Vistra Corporation). He holds a Bachelor of Science, Accounting, from Louisiana State University in Shreveport.

ITEM 11.EXECUTIVE COMPENSATION

We are currently considered a “smaller reporting company”

for the purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited disclosures regarding executive compensation for our last two completed fiscal years. Further, our reporting obligations extend only to the following NEOs which are the individuals who served as principal executive officer and the next two most highly compensated executive officers for the fiscal year ended March 31, 2022.

Summary Compensation Table

The table below sets forth information about compensation awarded to, earned by, or paid to our named executive officers in respect of fiscal 2022 and fiscal 2021:

Name and principal position

Year

    

Salary (1)

    

Bonus (2)

    

Stock Awards

Options Awards (3)

Nonequity Incentive Plan Compensation (4)

All other Compensation (5)

    

Total Compensation

Gahn, Robert Scott

President and CEO

2022

 

800,000

442,000

Nil

403,641

26,832

1,672,473

2021

800,000

Nil

452,757

Nil

16,000

1,268,757

Carter, Michael

CFO

2022

 

450,000

303,750

Nil

227,048

17,589

998,387

2021

225,000

Nil

496,146

56,250

7,616

785,012

Brown, James

Chief Commercial Officer

2022

 

500,000

262,500

Nil

252,275

23,195

1,037,970

2021

500,000

Nil

450,822

187,500

12,067

1,150,389

(1)The amount of Base Salary for each individual disclosed in the above table reflects the amount actually received by such individual for the year ended March 31, 2022.
(2)Reflects amounts paid under KERP.
(3)Under the Company’s 2020 Equity Plan approved as part of the September Recapitalization, Just Energy may issue Options, RSUs, DSUs and PSUs to the employees and directors of the Company. Under the Equity Plan, 650,000 options were issued to certain members of management on October 12, 2020 with an exercise price of CAD $8.46. The exercise price was based on the higher of the closing price on October 9, 2020 and the five-day volume weighted trading price as of October 9, 2020. The estimated market price of the options was CAD $5.70 based on the Black Scholes option pricing model. The options vest over a three-year period, with one third vesting at the end of each year, and the option value is being amortized as share-based compensation over the vesting period of the options. These options will expire 5 years from the grant date.
(4)Each of the individuals listed in the above table participated in the Fiscal 2022 Annual Incentive Plan. Each participant was eligible for a quarterly Q1, Q2 and Q3 bonus of up to 12.5% of their base salary in each of the first three quarters of the Fiscal year, as well as an annual bonus of up to 100% of their base salary less amounts paid under the quarterly bonuses. All payments are made in cash, subject to applicable taxes and deductions, within 60 days or as close as possible following the release of the financial results for each fiscal quarter.
(5)These amounts represent contributions by the Company to each of the Employee Stock Purchase Plan (U.S.), and 401K (US) contributions. None of the items included in this category exceed $25,000.

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Employee Benefit Plans

Just Energy has a Canadian Plan for all regular full time and part time employees working for its Canadian subsidiaries. The Canadian Plan consists of two components: a DPSP and an EPSP. For participants of the DPSP, Just Energy contributes an amount equal to a maximum of 2% per annum of an employee’s base earnings. For the EPSP, Just Energy contributes an amount up to a maximum of 2% per annum of an employee’s base earnings towards the purchase of shares, on a matching, one-for-one basis. Just Energy suspended application of the EPSP as of March 9, 2021 due to the CCAA filing.

Just Energy also has a U.S. Plan for all regular full time and part time employees working in the United States. The U.S. Plan consists of two components: 401(k) plan and ESPP. For participants of the 401(k) plan, Just Energy contributes an amount equal to a maximum of 4% per annum of an employee’s base earnings on a matching, one for one basis. For the ESPP, Just Energy contributes an amount up to a maximum of 3% per annum of an employee’s base earnings towards the purchase of shares, on a matching one for one basis. Employees that wished to participate in both plans were eligible for a maximum matching of up to 5% of an employee’s base earnings. Just Energy suspended application of the ESPP as of March 9, 2021 due to the CCAA filing.

2020 Equity Compensation Plan

The 2020 Equity Compensation Plan was approved by the Directors as part of the September Recapitalization and allows for the Company to issue Options and Share Appreciation Rights, RSUs, DSUs and PSUs to the employees and directors of the Company. The Plan is intended to advance the interests of the Company and its shareholders by attracting, retaining and motivating the performance of selected eligible persons of high caliber and potential upon whose judgement, initiative and effort the Company is largely dependent for the successful conduct of its business, and to encourage and enable such eligible persons to acquire and retain an equity interest in the Company. Eligible person means a director, an employee or a service provided of the Company or a related entity of the Company. The aggregate number of common shares that can be issued under the plan cannot exceed 5% of the outstanding common shares.

Options and Share Appreciation Rights vest as to one-third (1/3) of the Award on the 1st, 2nd and 3rd anniversaries of the grant. The value of such award is to be calculated at the grant date using Black Sholes valuation model and accrued over the vesting period.

Unless otherwise specified by the Board, RSUs hold ratable vesting, at a rate of 1/3 per year over a 3-year period.

The maximum dollar value of Awards issued annually to each Director shall not exceed $150,000 for all awards; and $100,000 for such awards that are Options. These limits shall not apply to DSUs granted to a Director in lieu of any cash retainer or meeting fees and such DSUs shall not be included in determining the limits where the aggregate accounting fair value on the date of grant of such DSUs is equal to the amount of the cash retainer or meeting fees in respect of which such DSUs were granted.

With regards to PSUs, the default performance period is the 36-month period beginning on the first date and ending on the last day of Company’s fiscal year. Target milestones for each performance period are determined by the Board based on measurable performance criteria established by the Board in advance.

The vesting periods and related terms for awards issued under this plan are documented in an award agreement provided to Eligible Persons. In the event of a termination without cause, Eligible Persons are entitled to pro-rata vesting of Awards.

RSG

Prior to September 28, 2020, pursuant to the RSG plan certain other employees of, and consultants to, Just Energy (individually an “RSG Grantee”) may have been entitled, payable in fully paid RSGs which vested at Vesting Dates, ranging from immediately on the Grant Date to 5 years from the Grant Date, provided that on applicable Vesting Dates the RSG Grantee continued to be an employee with or consultant to Just Energy or an affiliate thereof. The RSG Plan was an umbrella plan which governed: (i) RSGs previously granted to a RSG Grantee under employment agreements; (ii) the grant of fully paid RSGs to employees of and consultants to Just Energy and its affiliates, including fully paid RSGs granted as a signing bonus; and (iii) the fully paid long-term retention RSGs granted to certain executives. Fully paid RSG’s were, subject to vesting and the cash out option described below, exchangeable into fully paid common shares on

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a cumulative basis for up to 10 years from the Grant Date on the basis of one common share for each fully paid RSG. The number of fully paid RSGs to which an RSG Grantee was entitled was determined on the relevant Grant Date by dividing the specified percentage of the amount of the short-term discretionary bonus or long-term targeted incentive bonus to which such Grantee was entitled and/or elected to receive, and which was payable in fully paid RSGs, by the simple or weighted average of the closing market price of the common shares on the TSX for periods ranging between 5 and 10 days for RSGs granted immediately prior to the Grant Date. In some cases, a fixed number of fully paid RSGs were granted to an employee in lieu of a cash bonus without reference to a simple average closing TSX price.

Pending the exchange of fully paid RSGs for common shares, the RSG Grantee was entitled to receive quarterly cash distributions from Just Energy equal to the quarterly dividends such Grantee would otherwise be entitled to receive if the RSGs were common shares, less any applicable withholdings or other tax. All outstanding RSGs, whether or not vested, automatically vested in certain circumstances on the happening of certain events including: death, a change of control combined (other than long-term retention RSGs), dismissal without cause and the inability, in certain circumstances, of Just Energy (or an affiliate thereof) and an executive to settle upon a further employment arrangement at the end of term. RSGs did not carry the right to vote. The total number of common shares which may be made available to any RSG Grantee under the RSG Plan together with any common shares reserved for issuance under options or warrants for services and employee unit purchase plans or any other unit compensation arrangements to such RSG Grantee may not exceed 5% of the issued and outstanding common shares at the Grant Date. RSGs are not assignable.

Holders of RSGs who were U.S. residents, were required to exchange all RSGs which vested during a calendar year prior to the end of the calendar year in which they vested.

The RSG Plan was retired as of September 28, 2020 under the September Recapitalization and all outstanding RSGs were exchange for common shares or cancelled.

Performance Bonus Incentive Plan

Prior to September 28, 2020, the PBG plan operated in parallel with the RSG Plan for employees that were resident in Canada. Under the terms of the PBG Plan, any eligible employee may be granted a number of PBGs, the number of which is determined by the Compensation Committee based on certain pre-defined operational, financial and growth factors contained in the employment agreements for most employees as approved by the compensation committee and board, for the purpose of increasing long-term shareholder value and return. The number of PBGs to be granted to an employee was equal to the result obtained by dividing an employee’s annual performance bonus by the simple average of the TSX closing price for Just Energy common shares for the five consecutive trading days preceding a Grant Date — usually Just Energy’s year end i.e., March 31. PBGs may also be awarded to an employee in a fixed amount on a fully paid basis.

Subject to the terms and conditions of the PBG plan, PBGs entitled the holder to be paid in three equal installments — as to one third thereof on each of the first, second and third anniversaries of the date of grant of such PBGs. On the applicable Vesting Date, Just Energy, at its sole discretion, had the option of settling payment for the PBGs, to which the holder was entitled in the form of either cash or in common shares which may either be acquired by Just Energy on the TSX on which the common shares are listed or be issued from the treasury of Just Energy, or some combination thereof. The PBG Plan did not contain any provisions for financial assistance to the Grantee by Just Energy in respect of PBGs granted thereunder. To the extent the committee determined to pay all or a portion of the PBGs subsequent to a Vesting Date in Just Energy common shares, one common share was issued for each PBG. To the extent the committee determined to pay all or a portion of the PGBs subsequent to a Vesting Date in cash, the amount was determined equal to the product of: (i) the number of vested PBGs and (ii) the simple average closing trading price of the common shares on the TSX for the five consecutive trading days immediately preceding such Vesting Date less any withholding taxes. The PBG Plan provided that the maximum number of common shares reserved for issuance from treasury pursuant to the exchange of outstanding PBGs issuable under the PBG Plan shall be 4 million, which was approximately 2% of the common shares outstanding. The aggregate number of PBGs which could be granted to any single employee could not exceed 5% of the issued and outstanding common shares, calculated on an undiluted basis. In addition, the number of common shares: (a) issuable to insiders at any time, and (b) issued to insiders within any one year period, under all security based compensation arrangements of Just Energy, could not exceed 9% of the issued and outstanding common shares. The expiry date of all PBGs granted pursuant to the PBG Plan could not extend beyond December 31 of the third year following the year in which the PBGs were granted. In the event of a change of control of Just Energy, the Vesting Date(s) applicable to all outstanding PBGs would be accelerated such that the balance of the payments to be made attaching to such PBGs would be paid immediately prior to the date upon which the change of control is completed.

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Holders of PBGs, whether vested or unvested, were entitled to receive an incremental quarterly cash bonus or distribution per PBG on a dividend payment date equal to the same amount received by holders of common shares as a dividend on the Just Energy dividend payment date.

The PBG Plan was retired as of September 28, 2020 under the September Recapitalization and all outstanding PBGs were exchange for common shares or cancelled.

KERP

On March 19, 2021, the Ontario Court approved the Company’s KERP in respect of certain key employees deemed critical to the continued operation and stability of the Company. On November 10, 2021, the Ontario Court approved an amendment to the KERP, adding additional payments to certain key employees.

Employment Agreements

The employment agreements for each of the NEOs provides as following with respect to termination of employment:

Termination of Employment for Cause or Resignation without Good Reason

The NEO will be paid any base salary or bonus amounts accrued but unpaid as of the termination date.

Termination without cause

The NEO will be entitled to earned and accrued base salary through the date of termination, a cash amount equal to one year’s base salary, and any bonus entitlement prorated to the termination date.

Change of control

If the employment of the NEO is terminated or if the NEO resigns for good reason, in each case within six months prior to or within twenty-four months following a change of control, the NEO will be entitled to the following:

i.Accrued base salary through the date of termination;
ii.Any short or long term bonus earned as of the date of termination but which is unpaid as of the date of termination;
iii.Payment in the amount of 1.5 times NEO’s base salary for one year;
iv.Payment of 1.5 times the maximum of the NEO’s short-term discretionary performance bonus opportunity in the year of termination, not to exceed a maximum of 1.5 times the NEO’s base salary; and
v.The continuation of the medical insurance plan or payment of the associated costs of the medical insurance plan provided for the NEO as of the date of the change of control for a period of twenty-four months following a change of control.

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Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding outstanding equity awards held by the NEOs as of March 31, 2022. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below:

Name

Number of securities underlying unexercised options
(#) exercisable

Number of securities underlying unexercised options
(#) unexercisable

Equity incentive plan awards: number of securities underlying unexercised unearned options
(#)

Option exercise price
($)

Option expiration date

Gahn, R. Scott (1)

35,000

70,000

Nil

CAD $ 8.46

October 12, 2025

Carter, Michael (1)

26,666

53,334

Nil

CAD $ 8.46

October 12, 2025

Brown, James (1)

33,333

66,667

Nil

CAD $ 8.46

October 12, 2025

(1)One half of the remaining options are scheduled to vest on March 31, 2023 and the remaining half is scheduled to vest on March 31, 2024.

Director Compensation

The following table sets forth information about compensation awarded to, earned by, or paid to the Company’s non-management directors in respect of fiscal 2022.  Mr. Gahn, the President and CEO, and Mr. Horton, the Executive Chair, do not receive any compensation for their service as directors, and consequently, are not included in this table.

All compensation amounts are in USD.

Director

    

Fees Earned or Paid in Cash ($)(2)(3)

    

Total ($)

Bell, James(1)

 

200,000

 

200,000

Murray, Steven(1)

 

215,000

 

215,000

Ross, Dallas H.(1)

 

190,000

 

190,000

Schaefer, Stephen(1)

 

215,000

 

215,000

Zlotnik, Marcie(1)(4)(5)

 

425,000

 

425,000

(1)Mr. Bell is the Chair of the Corporate Nominating and Governance Committee. Mr. Murray is the Chair of the Risk Committee. Mr. Schaefer is the Chair of the Audit Committee. Ms. Zlotnik is the Chair of the Compensation, Human Resources, Environmental and Health and Safety Committee as well as the Legislative and Regulatory Affairs Committee.
(2)The annual base retainer for each non-management director is $190,000.
(3)Each of the Chairs of the Audit, Risk and Legislative and Regulatory Affairs Committees receives an additional annual fee of $25,000. The Chair of the Compensation, Human Resources, Environmental and Health and Safety Committee receives an additional annual Chair fee of $15,000. The Chair of the Governance Committee receives an additional annual fee of $10,000. The Chair of the Legislative and Regulatory Affairs Committee also received an additional fee of $180,000 in respect of the legislative and regulatory efforts required in Texas following the Weather Event.
(4)Ms. Zlotnik received $20,000 for additional services provided for the period of December 21, 2021 to March 14, 2022.

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ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of our voting securities as of August 4, 2022:

each person who is known to us to be the beneficial owner of more than 5% of our voting securities;
each of our directors; and
each of our named executive officers and all executive officers and directors as a group.

The beneficial ownership percentages set forth in the table below are based on a total of 48,919,620 common shares outstanding or issuable as of August 4, 2022, and includes common shares as well as all other securities which may be converted into common shares.

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of Common Stock

Directors

 

  

 

  

Bell, James

 

31,351

 

*

Gahn, R. Scott

 

107,362

 

*

Horton, Anthony

 

97,289

 

*

Murray, Steven

 

33,702

 

*

Ross, Dallas H.

 

40,768

 

*

Schaefer, Stephen

 

53,702

 

*

Zlotnik, Marcie

 

24,689

 

*

Named Executive Officers

 

  

 

*

Brown, James

 

127,430

 

*

Carter, Michael

 

96,541

 

*

All directors and executive officers as a group

 

882,772

 

1.8%

5% Stockholders

Certain Funds managed by PIMCO

13,872,207

28.9%

*Indicates less than 1%.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

A. Major shareholders

As of August 4, 2022, certain funds managed by PIMCO own 13,872,207 common shares, representing 28.9 percent of the Company’s issued and outstanding common shares. These shares were issued to PIMCO in conjunction with the September Recapitalization that was completed on September 28, 2020.

There are no arrangements, known to the Company, the effect of which may at a subsequent date result in a change in control of the Company.

As of August 4, 2022, the Company is not aware of any person holding a greater than 5% registered interest in any class of its voting securities, other than as set forth above. PIMCO does not have any special or separate voting rights than those rights held by the Company’s other shareholders.

B. Related party transactions

Other than the September 2020 Recapitalization and DIP Facility, Just Energy did not have any material transactions with any individuals or companies that are not considered independent during the year ended March 31, 2022.

PIMCO through certain affiliates became a 28.9% shareholder of the Company as part of the September Recapitalization. On March 9, 2021, certain PIMCO affiliates entered into the DIP Facility with the Company to make DIP Facility for $125 million and comprise the Stalking Horse Purchaser. Pursuant to the terms of the DIP Facility, the DIP Facility will bear interest at 13% per annum, calculated and payable quarterly in cash in arrears on the last business day of each calendar quarter (commencing on June 30, 2021). Amounts drawn under the DIP Facility are secured by a super priority charge on

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the Company’s assets, pursuant to the Court Orders. The Company was obligated to pay a commitment fee of $1.25 million and an origination fee of $1.25 million.

C. Director Independence

The Company’s Board of Directors has determined that each member of the Company’s Committees is independent as defined by applicable securities laws and stock exchange requirements.

D. Family Relationships

There are no familial relationships among the Just Energy directors and executive officers.

E. Interests of experts and counsel

Not applicable.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table summarizes the fees charged by Ernst & Young LLP for certain services rendered to the Company during fiscal 2022 and fiscal 2021 (in thousands of U.S. dollars).

For the year ended

For the year ended

    

March 31, 2022

    

March 31, 2021

Audit fees(1)

2,378

1,940

Audit-related fees(2)

 

230

 

238

Tax fees(3)

 

1,537

 

710

All other fee(4)

 

91

 

11

Total

 

4,235

 

2,899

(1)“Audit fees” means the aggregate fees billed in each of the fiscal years for professional services rendered by Ernst & Young LLP for the audit of our annual financial statements.
(2)“Audit-related fees” includes assurance and related services reasonably related to the financial statement audit and not included in audit services.
(3)“Tax fees” means the aggregate fees billed in each of the fiscal years for professional services rendered by Ernst & Young LLP for tax compliance and tax advice and related services.
(4)“All other fees” includes the aggregate fees billed in each of the fiscal years for non-audit services rendered which were not listed above.

PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBITS

Exhibit
No.

    

Description of Exhibit

3.1

Articles of Arrangement, dated September 28, 2020 (incorporated herein by reference to Exhibit 99.2 of Form 6-K (file number 001-35400) filed with the SEC on October 1, 2020).

3.2

Articles of Amendment, dated February 6, 2017 (incorporated herein by reference to Exhibit 3 to the Registration Statement on Form 8-A (file number 001-35400) filed with the SEC on February 8, 2017).

3.3

General By-Law, By-Law No. 1, dated May 21, 2010 (incorporated herein by reference to Exhibit 4 to the Registration Statement on Form 8-A (file number 001-35400) filed with the SEC on February 8, 2017).

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4.1

*

Form of Share Certificate for common shares.

4.2

Description of Common Shares (incorporated by reference to the Annual Report on Form 40-F (file number 001-35400) for the fiscal year ended March 31, 2020, filed with the SEC on July 9, 2020).

4.3

Investor Rights Agreement, dated September 28, 2020, between Just Energy Group Inc. and the parties named therein (incorporated herein by reference to Exhibit 99.3 to the Form 6-K filed by Just Energy Group Inc. on October 1, 2020, File No. 001-35400).

4.4

Trust Indenture, dated September 28, 2020, between Just Energy Group Inc. and Computershare Trust Company of Canada (incorporated herein by reference to Exhibit 99.4 to the Form 6-K filed by Just Energy Group Inc. on October 1, 2020, File No. 001-35400).

10.1

First Amended and Restated Loan Agreement, dated September 28, 2020, among Just Energy Group Inc., as borrower, Computershare Trust Company of Canada, as agent, and Sagard Credit Partners, LP and the other lenders party thereto (incorporated by reference to Exhibit 99.5 of Form 6-K (file number 001-35400) filed with the SEC on October 1, 2020).

10.2

Investor Rights Agreement, dated September 28, 2020, among Just Energy Group Inc., Sagard Credit Partners, LP, Sagard Credit Partners (Cayman), LP, LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC and OC II LVS XIV LP (incorporated by reference to Exhibit 99.3 of Form 6-K (file number 001-35400) filed with the SEC on October 1, 2020).

10.3

Trust Indenture, dated as of September 28, 2020, between Just Energy Group Inc. and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.4 of Form 6-K (file number 001-35400) filed with the SEC on October 1, 2020).

10.4

Ninth Amended and Restated Credit Agreement, dated September 28, 2020, among Just Energy Ontario L.P. and Just Energy (U.S.) Corp., as borrowers, National Bank of Canada, as administrative agent, co-lead arranger and joint bookrunner, Canadian Imperial Bank of Commerce, as co-lead arranger and joint bookrunner, National Bank of Canada, Canadian Imperial Bank of Commerce and the other lenders party thereto (incorporated by reference to Exhibit 99.6 of Form 6-K (file number 001-35400) filed with the SEC on October 1, 2020).

10.5

*

Accommodation and Support Agreement, dated March 18, 2021, among, inter alios, Just Energy Ontario L.P., Just Energy (U.S.) Corp., Just Energy Group Inc., and National Bank of Canada.

10.6

Plan Support Agreement, dated May 12, 2022, among Just Energy Group Inc., the other Just Energy Entities as defined therein, the Plan Sponsor as defined therein, Shell as defined therein, CBHT as defined therein, Supporting Secured CF Lenders and Credit Facility Agent as defined therein and the Supporting Unsecured Creditors as defined therein  (incorporated by reference to Exhibit 99.2 of Form 6-K (file number 001-35400) filed with the SEC on May 13, 2022).

10.7

Backstop Commitment Letter, dated May 12, 2022, by and among Just Energy (U.S.) Corp. and the initial backstop parties thereto (incorporated by reference to Exhibit 99.3 of Form 6-K (file number 001-35400) filed with the SEC on May 13, 2022).

10.8

*

Plan of Compromise and Arrangement pursuant to the Companies’ Creditors Arrangement Act concerning, affecting and involving the Applicants and the partnerships listed in Schedule “A” thereto, dated May 26, 2022.

10.9

*+

Support Agreement, dated as of August 4, 2022, by and among the Just Energy Entities, the Sponsor and the other parties thereto.

10.10

*+

Transaction Agreement, dated as of August 4, 2022, by and among the Initial Backstop Parties party thereto and Just Energy (U.S.) Corp.

10.11

Amended and Restated Chief Executive Officer Employment Agreement, effective November 11, 2020, among Just Energy Group Inc., Just Energy (U.S.) Corp. and R. Scott Gahn.

10.12

Executive Employment Agreement, effective September 28, 2020, among Just Energy Group Inc., Just Energy (U.S.) Corp. and Michael Carter.

10.13

Executive Employment Agreement, effective September 28, 2020, between Just Energy (U.S.) Corp. and James Brown.

21.1

*

Subsidiaries of Just Energy Group Inc.

68

Table of Contents

23.1

*

Consent of Ernst & Young LLP.

31.1

*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

**

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

**

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

*

Interactive data files (formatted as Inline XBRL).

104

*

Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101).

*

Filed herewith

**

Furnished herewith

+

Certain schedules and items to this Exhibit have been omitted in accordance with Items 601(b)(2) and 601(b)(10) of Regulation S-K. The Company hereby agrees to hereby furnish supplementally a copy of all omitted schedules and items to the SEC upon its request.

†    Indicates management contract or compensatory plan or arrangement.

69

Table of Contents

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 10-K and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

JUST ENERGY GROUP INC.

By:

/s/ Michael Carter

Date: August 5, 2022

Michael Carter

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ R. Scott Gahn

R. Scott Gahn

President, Chief Executive Officer and Director

(Principal Executive Officer)

August 5, 2022

/s/ Michael Carter

Michael Carter

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

August 5, 2022

/s/ James Bell

James Bell

Director

August 5, 2022

/s/ Anthony Horton

Anthony Horton

Executive Chair

August 5, 2022

/s/ Steven Murray

Steven Murray

Director

August 5, 2022

/s/ Dallas H. Ross

Dallas H. Ross

Director

August 5, 2022

/s/ Stephen Schaefer

Stephen Schaefer

Director

August 5, 2022

/s/ Marcie Zlotnik

Marcie Zlotnik

Director

August 5, 2022

70

Exhibit 4.1

Graphic


Graphic


Exhibit 10.5

EXECUTION VERSION

ACCOMMODATION AND SUPPORT AGREEMENT

THIS AGREEMENT made as of the 18th day of March, 2021

B E T W E E N:

JUST ENERGY ONTARIO L.P., an Ontario limited partnership as Canadian borrower (the “Canadian Borrower”)

- and -

JUST ENERGY (U.S.) CORP., a Delaware corporation as US borrower (the “US Borrower” and together with the Canadian Borrower, the “Borrowers”)

- and -

JUST ENERGY GROUP INC. (“JustEnergy”) and EACH OF THE OTHER OBLIGORS PARTY HERETO

- and -

NATIONAL BANK OF CANADA, as administrative agent (the “Agent”)

- and -

THE FINANCIAL INSTITUTIONS SIGNATORY HERETO, as lenders (the “Lenders”).

WHEREAS the Borrowers, the Agent and the Lenders are parties to a ninth amended and restated credit agreement dated as of September 28, 2020 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”);

AND WHEREAS JustEnergy, the Borrowers and the other Obligors applied and received on March 9, 2021 (the “Filing Date”) an initial order (as amended, restated, supplemented or otherwise modified from time to time, the “Initial Order”) from the Ontario Court of Justice (Commercial List) (the “Canadian Court”) granting protection to JustEnergy, the Borrowers and the other Obligors under the Companies’ Creditors Arrangement Act (“CCAA”; and the proceedings of the Obligors thereunder, the “CCAA Proceedings”);

AND WHEREAS on the Filing Date, JustEnergy, the Borrowers and the other Obligors commenced ancillary insolvency proceedings under Chapter 15 of title 11 of the United States Code (the “Chapter 15 Proceedings”) in the United States Bankruptcy Court for the Southern District of Texas (the “US Court” and together with the Canadian Court, the “Courts”) and obtained a recognition order to, among other things, recognize the CCAA Proceedings and obtain a recognition order in respect of the Initial Order (the “Recognition Order” and together with the Initial Order, the “Court Orders”);

AND WHEREAS JustEnergy and the Borrowers have requested that, notwithstanding the commencement of the CCAA Proceedings and the Chapter 15 Proceedings, which constitutes an Event of Default under the Credit Agreement and the occurrence of any other Event of Default that existed prior to the Filing Date (collectively, the “Existing Defaults”), the Lenders continue to make the Revolving Facilities available to the Borrowers by way of issuance of Letters of Credit only during the Accommodation Period (as defined below), in order that JustEnergy, the Borrowers and their Subsidiaries may continue to operate their respective Businesses during the pendency of the CCAA Proceedings and the Chapter 15 Proceedings;

AND WHEREAS the Lenders are agreeable to providing the consents and accommodations requested by JustEnergy and the Borrowers subject to and in accordance with the terms and protections contained in this Agreement.


NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1 Interpretation

(a)

Capitalized terms used herein (including the recitals) and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

(b)

The headings in this Agreement are for reference only and shall not affect the meaning or interpretation of this Agreement. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing any gender shall include all genders.

(c)In this Agreement:

(i)

Accommodation Period” means the period commencing on the Filing Date and ending on the earliest of: (A) the effective date of a Termination Notice (as defined below) pursuant to this Agreement; (B) the CCAA Implementation Date; (C) the expiry of the Stay; (D) the termination of the CCAA Proceedings and/or the Chapter 15 Proceedings; and (E) the Obligor Termination Date.

(ii)

Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended.

(iii)

BP” means, collectively, BP Energy Company and its applicable affiliates and subsidiaries.

(iv)

Cash Management Arrangements” means any and all agreements and arrangements evidencing or in respect of treasury facilities and cash management products (including, for greater certainty, all pre-authorized debit banking services, electronic funds transfer services, overdraft balances, corporate credit cards, merchant services and pre-authorized debits).

(v)Cash Management Bank” has the meaning provided for in the Initial Order.

(vi)Cash Management Obligations” has the meaning provided for in the Initial Order.

(vii)CCAA Implementation Date” means the date on which the CCAA Plan is implemented or becomes effective or, in the alternative, a transaction for the sale of all or substantially all of the assets of JustEnergy is completed.

(viii)CCAA Plan” means a plan of compromise and arrangement proposed or filed with the Canadian Court in the CCAA Proceedings, as approved by the Canadian Court.

(ix)CCAA Order” means any Order of the Court made in connection with the CCAA Proceedings and “CCAA Orders” means more than one CCAA Order.

(x)Consultant” means Alvarez & Marsal Canada Inc.

(xi)DIP Facility” means the first lien super-priority debtor-in-possession delayed-draw term loan facility in an initial principal amount of US$125,000,000 established by the DIP Lenders in favour of the Borrowers pursuant to the DIP Term Sheet.

(xii)DIP Lenders” means, collectively, the lenders under the DIP Facility and shall include the administrative and collateral agents thereunder.

(xiii)DIP Term Sheet” means that that certain term CCAA interim debtor-in-possession financing term sheet dated as of March 9, 2021 and approved by the Canadian Court on the same date (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), pursuant to which the DIP Lenders agreed to provide the DIP Facility.

(xiv)Drawdown Conditions” means the following conditions precedent for any Drawdown of a Letter of Credit under a Revolving Facility:


(A)

the Agent, the Canadian Issuing Lender and/or the US Issuing Lender, as applicable, will have received a Drawdown Notice by the deadline and within the notice period required under Section 2.10(2) of the Credit Agreement; provided, that no certifications regarding the representations and warranties in the Credit Agreement, any Pending Event of Default or existing Event of Default, or the fulfillment of the conditions precedent in Section 3.02 the Credit Agreement shall be required in such Drawdown Notice;

(B)

upon giving effect to the Drawdown and to any repayment to occur in connection therewith, the sum of the principal amount of the face amount of all Letters of Credit outstanding under the Revolving Facilities on the Drawdown Date shall not exceed the Letters of Credit Exposure Cap;

(C)if, after giving effect to the Drawdown and to any repayment to occur in connection therewith, the face amount of Letters of Credit outstanding under the Revolving Facilities on the Drawdown Date would exceed the Letters of Credit Exposure Cap as at the date of such Drawdown (the amount of such excess, the “Excess Amount”) then the Borrowers will make a payment to the Agent as a repayment of the Advances, at least 1 Business Day before the requested Letter of Credit is scheduled to be issued, in an amount equal to the Excess Amount (the “Cash Paydown Amount”);

(D)the conditions for any requests for issuance of Letters of Credit contained in the Credit Agreement are satisfied (other than any conditions requiring the absence of a Pending Event of Default or Event of Default or the accuracy of representations and warranties in the Credit Agreement); provided, that the condition to provide a Drawdown Notice pursuant to Section 2.10(2) of the Credit Agreement shall be deemed satisfied upon delivery of a Drawdown Notice as described in clause (A) above;

(E)each Letter of Credit requested to be issued, renewed or amended, as the case may be, shall be in form and substance reasonably satisfactory to the applicable Canadian Issuing Lender and the applicable US Issuing Lender, as applicable;

(F)a Letter of Credit requested to be issued shall not be used as collateral for obligations of the Obligors incurred or existing prior to the Filing Date, without the prior written consent of the Monitor in consultation with the Agent;

(G)the Accommodation Period shall not have been terminated or expired;

(H)the representations and warranties set forth in Schedule A continue to be true and correct in all material respects (provided that, any such representations and warranties that are already qualified by materiality shall be true and correct in all respects) and the Borrowers will certify the same in the related Drawdown Notice; and

(I)no Termination Event has occurred and is continuing on the Drawdown Date or would result from making the requested issuance, renewal or amendment of a Letter of Credit and the Borrowers will certify the same in the related Drawdown Notice.

(xv)ERCOT” means Electric Reliability Council of Texas, Inc.

(xvi)Interested Creditors” means, collectively, all creditors of the Obligors holding a pecuniary interest in either the CCAA Proceedings or the Chapter

15Proceedings.

(xvii)ISO” means an independent system operator that coordinates, controls and monitors the operation of the electric power system in a jurisdiction and includes, without limitation, ERCOT.

(xviii)Letters of Credit Exposure Cap” means, at any time, the lesser of:

(A)the sum of:

(a)

Cdn.$46,130,000, which equals the face amount of the Letters of Credit issued under the Revolving Facilities existing on the Filing Date, plus

(b)

the aggregate of any Cash Paydown Amount paid by the Borrowers pursuant to Section 1(c)(xiv)(C) (excluding any Cash Paydown Amounts previously returned to the Borrowers as an Advance pursuant to Section 3(e)), less

(c)

the aggregate amount of any Permanent Letter of Credit Reduction; and


(B)Cdn.$125,000,000.

(xix)Monitor” means FTI Consulting Canada Inc., as the monitor of the CCAA Proceedings.

(xx)Obligor Termination Date” means the date on which the Canadian Court authorizes the Obligors to terminate the Accommodation Period, in response to the Obligors’ application to the Canadian Court to do so following delivery of the Obligor Termination Notice; provided, that the Obligors shall not commence such application to the Canadian Court unless any material default(s) described in the Obligor Termination Notice have not been cured by the Lenders within seven (7) days of the delivery of the Obligor Termination Notice to the Agent (provided that, for certainty, the Lenders shall have the right to cure any such material default at any time following such application and prior to any determination thereof by the Canadian Court); provided, further, that substantially simultaneously with the Obligors’ application to the Court to terminate the Accommodation Period, the Obligors shall send a copy of such application to the Agent.

(xxi)Obligor Termination Notice” means a written notice delivered to the Agent by the Obligors, with the consent of the Monitor, describing in reasonable detail the Lenders’ material breach(es) of this Agreement.

(xxii)Permanent Letter of Credit Reduction” means the amount of any Letter of Credit that was outstanding as of the Filing Date that is released or otherwise cancelled prior to its term as a result of the termination or satisfaction in full of the obligations of the applicable Obligor to the beneficiary of such Letter of Credit.

(xxiii)Shell” means, collectively, Shell Energy North America (Canada) Inc. and its applicable affiliates and subsidiaries.

(xxiv)Shell Support Agreement” means the support agreement between Shell and the applicable Obligors entered into as of the Filing Date, as may be amended or modified from time to time.

(xxv)Stay” means the stay of proceedings provided for in the Initial Order (and recognized by the Recognition Order, together with any further stay of proceedings imposed by the Recognition Order), as may be extended pursuant to an order of the Canadian Court or US Court (as applicable).

(xxvi)Termination Event” means the occurrence of any of the following:

(A)

any Borrower shall default in the payment when due of any amount owing to the Agent or any of the Lenders under this Agreement and such non-payment continues for a period of three Business Days;

(B)

the Encumbrances securing the Obligations for any reason shall cease to be valid and perfected Encumbrances on the collateral purported to be covered thereby or any action shall be taken by any of the Obligors to discontinue or assert the invalidity of any such Encumbrance securing the Obligations or the validity or enforceability of the Credit Documents or this Agreement;

(C)

any representation or warranty made by any Obligor in this Agreement or any Drawdown Notice will prove to be incorrect in any material respect on and as of the date thereof and such representation or warrnaty is not thereafter made true and correct within 5 days of any Obligor becoming aware of its incorrectness;

(D)

any Obligor shall fail to perform in any material respect any obligations under this Agreement; provided, that, in the case of the affirmative covenants contained in Schedule B, such failure shall be subject to a five (5) day grace period from the earlier of any Obligor becoming aware of such failure or the Agent delivers written notice of such failure to any Obligor;

(E)

the termination of the Stay, the CCAA Proceedings or the Chapter 15  Proceedings or the provisions of the Initial Order for the benefit of the Agent and the Lenders relating to the Cash Management Arrangements, the security for the Cash Management Obligations and this Agreement being stayed, varied, amended or reversed except with the consent of the Majority Lenders (or, in respect of the Cash Management Arrangments or security for the Cash Management Arrangements, the Cash Management Banks);

(F)

the termination, expiration, cancellation or revocation of the Shell Support Agreement; or

(G)

the DIP Lenders have terminated the DIP Facility and demanded repayment thereof.


(d)

Unless the context of this Agreement otherwise requires, the Credit Agreement and this Agreement shall be read together and shall have effect as if the provisions of the Credit Agreement and this Agreement were contained in one agreement.

Section 2 Supplemental Covenants

(a)

During the Accommodation Period, each Obligor hereby agrees to comply with the terms and covenants set forth in Schedule B hereto.

(b)

In addition, until the earliest of (i) termination of the Accommodation Period, (ii) the Borrowers’ emergence from the CCAA Proceedings and the Chapter 15 Proceedings (as decribed in the Initial Order), and (iii) solely upon written notice by the Borrowers to the Agent (a “BP Waterfall Election Notice”) upon a final determination by a court of competent jurisdiction (and not subject to any stay, leave to appeal or appeal) that all or substantially all of BP’s pre-Filing Date exposure has payment priority over the Lenders’ Advances pursuant to Section 3.04 of the Intercreditor Agreement (the “BP Termination Date”; all disputes as to the relative payment priorities of BP’s pre-Filing Date exposure and the Lenders’ Advances after delivery of an “Enforcement Notice” are collectively referred to as the “Waterfall Dispute”), the Borrowers shall pay all interest and a fee equal to the Letter of Credit Fee Rate (both at the non-default rate set forth in Level I of the definition of Applicable Margin) and the fees described in Sections 5.02(9) and 5.03(8) of the Credit Agreement (at the non-default rate), in each case, due or becoming due in respect of all Advances (including all Letters of Credit) outstanding under the Credit Facilities, whether accrued before, on or after the Filing Date, in accordance with the terms of the Credit Agreement (collectively, the “Interest Payment Obligations”). For the avoidance of doubt, all Persons (including the parties hereto and the DIP Lenders) reserve all rights in respect of whether interest and other fees will accrue at the rate set forth in clause (b) of the definition of Applicable Margin during the CCAA Proceedings.

(c)

Notwithstanding anything to the contrary in Section 2(b) above, if an Obligor Termination Notice has been delivered and the Lenders have not cured each material breach described therein within four (4) days of such delivery, the obligation under this Agreement for the payment of the Interest Payment Obligations shall cease immediately; provided that the payment in cash of the Interest Payment Obligations under this Agreement shall automatically resume upon the Lenders curing each material breach described in the related Obligor Termination Notice if all such material breaches are cured prior to the Obligor Termination Date. Notwithstanding the foregoing, nothing in this Agreement shall in any way impair or affect any rights of the Agent or Lenders or obligations of the Obligors with respect to the interest, fees and other amounts payable or which may accrue under the Credit Documents.

Section 3 Agreements and Accommodations of the Lenders

The Borrowers hereby acknowledge and agree that, other than as provided herein, the right and ability of the Borrowers to request any further Drawdown under the Credit Facilities shall be hereby suspended and the Agent and the Lenders shall have no obligation to accept any further Drawdown Notice or make any further Advance under the Credit Facilities. Subject to the terms and conditions provided for herein:

(a)

The Agent and the Lenders hereby agree that, during the Accommodation Period, the Borrowers shall be entitled to request, and the Lenders will continue to make, one or more Advances under the Revolving Facilities solely by way of issuance of Letters of Credit; provided that, the obligations of the Agent and the Lenders under this Section 3(a) shall be subject to and conditional upon the Drawdown Conditions being fulfilled or being waived by the Majority Lenders in their sole discretion; provided, further, that the Agent and Lenders shall, by written notice to the Borrowers, be entitled to terminate their obligations under this clause (a) at any time following the receipt by the Agent of a BP Waterfall Election Notice. Each such Letter of Credit so issued shall be subject to Section 5.02 of the Credit Agreement (excluding Section 5.02(11) of the Credit Agreement, which the parties hereby acknowledge will not be applicable).

(b)

In addition, the Cash Management Banks that provided Cash Management Arrangements to the Obligors prior to the Filing Date will continue to provide Cash Management Arrangements to the Obligors consistent with past practice (subject to implementation of those changes that were in process immediately prior to the Filing Date), subject to the following:


(i)

the Obligors will provide the following cash collateral, which shall rank in priority to all court-ordered charges (the “Cash Management Collateral”):

(A)

Cdn.$2,000,000 in favour of Canadian Imperial Bank of Commerce and its Affiliates;

(B)

Cdn.$100,000 in favour of JPMorgan Chase Bank, N.A. and its Affiliates; and

(C)

(i) Cdn.$70,000 in favour of HSBC Bank Canada and its Affiliates; and (ii) US$300,000 in favour of HSBC Bank Canada and its Affiliates; in order to secure the Cash Management Obligations owed to such Cash Management Banks;

(ii)

the Obligors will obtain a court-ordered charge in favour of the Cash Management Banks pursuant to an amended and restated Initial Order and to secure the Cash Management Obligations due and owing and that have not been paid in accordance with the applicable Cash Management Arrangements, which charge shall be (A) junior to the DIP Lenders’ Charge (as defined in the Initial Order) and any other charges which are pari passu with or rank senior to the DIP Lenders’ Charge, and (B) senior to any other obligations which are not pari passu with or senior to the DIP Lenders’ Charge pursuant to the Initial Order.

(iii)

the terms of such Cash Management Arrangements may be changed in accordance with their terms, in the ordinary course of business in accordance with the Cash Management Bank’s internal policies with the consent of the DIP Lenders and the Monitor.

(c)Upon the occurrence of a Termination Event and delivery by the Agent to the Borrowers of three full Business Days’ prior written notice terminating the Accommodation Period (the “Termination Notice”), which notice may be delivered immediately upon the occurrence of a Termination Event (and shall be deemed effective immediately upon delivery by the Agent to the Borrowers by electronic mail or facsimile transmission and the expiration of such three full Business Day period), (i) the agreement of the Agent and the Lenders provided in Section 3(a) hereof shall terminate at 5:00 p.m. Toronto time on the third full Business Day after such Termination Notice was delivered, and (ii) the agreement of the Cash Management Banks provided in Section 3(b) shall terminate (A) immediately upon the occurrence of a Termination Event arising under clause (E) of the definition thereof; and (B) upon the occurrence of any other Termination Event, after delivery of a Termination Notice and the Cash Management Banks or the Agent obtaining an order of the Court, suspending or terminating the Cash Management Arrangements, or other relief, after application on proper notice to the Obligors and the service list in the CCAA Proceedings (such time and date of termination described in clauses (i) and (ii), each a “Termination Time”); provided, that the Borrowers shall have the right to cure any Termination Event which is identified in a Termination Notice at any time prior to the applicable Termination Time; provided, further, that no Termination Notice shall be required in the event of any Termination Event arising under clause (A) or (E) of the definition thereof. For the avoidance of doubt, if a Borrower cures all Termination Events identified in a Termination Notice before the applicable Termination Time, then such Termination Notice will be deemed automatically cancelled, revoked and of no further effect, and the agreement of the Agent and the Lenders provided in Section 3(a) or Section 3(b), as the case may be, shall not be terminated pursuant to such Termination Notice.

(d)

The Obligors acknowledge that neither the Agent nor any Lender has made any assurances concerning (i) any possibility of an extension of the Accommodation Period or (ii) any additional consent or accommodations.

(e)

In the event the Borrowers have made any repayment under Section 1(c)(xiv)(C)in order to accommodate the issuance of one or more Letters of Credit and any Letters of Credit are later reduced or released (in whole or in part) (other than a reduction or release on account of a Permanent Letter of Credit Reduction), then the Agent and Lenders hereby agree to promptly (and, in any event, within three (3) Business Days of such reduction or release) make an Advance to the Borrowers in an amount equal to the lesser of (A) the face amount of the Letters of Credit so reduced or released (other than any reduction or release on account of a Permanent Letter of Credit Reduction) and (B) the aggregate Cash Paydown Amounts received by the Agent and Lenders to date (excluding any Cash Paydown Amounts previously returned to the Borrowers as an Advance pursuant to this clause (e)) (it being agreed and understood that the conditions to making Advances contained in the Credit Agreement are waived for the limited purpose contained in this clause (e)). Any such Advance pursuant to this clause (e) shall be treated as an Advance for all purposes of the Credit Agreement.


(f)

The Agent and each of the Lenders agree that during the Accommodation Period, they will not, directly or indirectly, sell, assign, lend, pledge, mortgage or dispose or otherwise transfer any of its relevant position in the obligations under the Credit Agreement or with respect to Letters of Credit (the “Relevant Debt”) unless the Agent or the assigning Lender concurrently obtains an agreement in favour of the Obligors that provides that the assignee party agrees to be bound by the terms of this Agreement.

(g)

The Agent and the Lenders agree that, after the delivery of an Obligor Termination Notice, if the Lenders have not cured any material breaches described in the Obligor Termination Notice within seven (7) days of delivery thereof, the Obligors shall be permitted to apply to the Canadian Court for termination of the Accommodation Period and declaration of the Obligor Termination Date. For greater certainty, the Lenders shall continue to have the right to cure any such material breaches at any time following the application by the Obligors and prior to any determination thereof by the Canadian Court.

Section 4 Representations and Warranties

In order to induce the Agent and the Lenders to enter into this Agreement, the Obligors hereby confirm that all the representations and warranties of the Obligors contained in Schedule A are true and correct in all material respects; provided that, any such representations and warranties that are already qualified by materiality shall be true and correct in all respects.

Section 5 Conditions Precedent

This Agreement (including the agreements, accommodations and consents contained herein) shall be subject to and conditional upon the following conditions precedent being fulfilled to the satisfaction of the Agent and the Lenders:

(a)

execution and delivery of this Agreement by the Obligors, the Agent and the Lenders;

(b)

the representations and warranties of the Obligors in this Agreement shall be true and correct in all material respects;

(c)

the Lenders are satisfied with (i) the terms and conditions of the amended and restated Initial Order to be presented at the comeback motion for the Initial Order; and (ii) the US recognition order recognizing the amended and restated Initial Order;

(d)

the Lenders are satisfied with a summary of the principal economic terms of the engagement letter between JustEnergy and BMO Nesbitt Burns Inc., as financial advisor to the Obligors, provided to the Lenders on a confidential basis;

(e)

the Obligors will have paid, or arrangements satisfactory to the Agent shall have been made to ensure that the Obligors will pay, all reasonable out-of-pocket fees and expenses (including all reasonable legal fees and consultant’s fees) incurred by on or behalf of the Agent in connection with this Agreement and the transactions and other documents contemplated by this Agreement on or prior to the Filing Date;

(f)

the DIP Lenders shall have approved this Agreement and authorized the Obligors party hereto to enter into this Agreement and perform their obligations hereunder; and

(g)

the Canadian Court shall have approved this Agreement and authorized the Obligors party hereto to enter into this Agreement and perform their obligations hereunder, pursuant to the amended and restated Initial Order.

provided that, all documents delivered pursuant to this Section 5 will be in full force and effect, and in form and substance satisfactory to the Agent, acting reasonably.

Section 6 Expenses

During the Accommodation Period, the Obligors shall pay all reasonable and documented fees and expenses of the Agent, the Lenders and the Collateral Agent, which fees and expenses shall be limited to the reasonable and documented time-based out-of-pocket legal and advisor fees (excluding any success fees) of McCarthy Tétrault LLP, Chapman and Cutler LLP, the Consultant and one Texas local counsel, in their capacities as advisors to the Agent, the Lenders and the Collateral Agent, whether incurred prior to, on or after the Filing Date, in connection with matters relating to the CCAA Proceedings and the


Chapter 15 Proceedings, including the preparation, negotiation, completion, execution, delivery and review of this Agreement and all other documents and instruments arising therefrom and/or executed in connection therewith, in each case, within ten (10) days (the “review period”) of the Borrowers’, DIP Lenders’ and Monitor’s receipt of detailed monthly invoices for such fees and expenses (which in the case of legal counsel may be redacted for privilege); provided that any of the Borrowers, the DIP Lenders or the Monitor may raise good faith disputes regarding any such invoice by written notice to the Agent before the end of the review period (which such dispute shall be finally adjudicated by the Canadian Court), but the Borrowers shall pay any undisputed portion of the invoice within two (2) Business Days of the end of the review period; provided further, that the Obligors shall not be required to pay any fees and expenses of legal counsel retained separately by the Agent or by any individual Lender or group of Lenders (all of the foregoing, the “Expense Reimbursement Obligations”, except as provided in clause (ii) below). Notwithstanding the foregoing, (i) if an Obligor Termination Notice has been delivered and the Lenders have not cured each material breach described therein within four (4) days of such delivery, the payment of the Expense Reimbursement Obligations in cash shall cease immediately; provided that the payment in cash of the Expense Reimbursement Obligations shall automatically resume upon the Lenders curing each material breach described in the related Obligor Termination Notice if all such material breaches are cured prior to the Obligor Termination Date and (ii) the Expense Reimbursement Obligations shall not include fees and expenses related to any action(s) by any of the Agent, the Collateral Agent or any of the Lenders (or their respective counsels) in the CCAA Proceedings or the Chapter 15 Proceedings that (x) is adverse to the interests of the DIP Lenders under the terms of the DIP Term Sheet or under any order of the Canadian Court or US Court , or (y) the Monitor determines is (A) materially adverse to the interests of all Interested Creditors, taken as a whole, or (B) the Monitor determines is not filed in good faith to protect the interests of the Lenders.

Section 7 Continuance of Credit Agreement and Security

The Obligors acknowledge and confirm that, subject to any orders granted in the CCAA Proceedings or the Chapter 15 Proceedings, the Agent’s claims, the Lenders’ claims, the Collateral Agent’s claims and the Obligors’ obligations under the Credit Agreement and the other Credit Documents to which they are party shall be and continue in full force and effect.

Section 8  No Waiver

The Obligors acknowledge and agree that the Existing Defaults have not been waived and that this Agreement shall not constitute an amendment, waiver, consent or release with respect to any provision of the Credit Documents, a waiver of any breach of representation and warranty, breach of covenant, or any Pending Event of Default or Event of Default thereunder, or a waiver or release of the Agent’s, the Collateral Agent’s or any Lender’s rights or remedies, all of which are expressly reserved.

Section 9 Release

The Obligors hereby unconditionally and irrevocably release the Agent, the Collateral Agent and the Lenders and their respective successors, assigns, officers, directors, employees, attorneys and agents from any liability for actions or omissions arising or occurring prior to the Filing Date, whether known or unknown, whether in connection with the Credit Documents or otherwise (it being agreed and understood that this release shall not extend to (i) any liabilities arising under this Agreement or other actions or omissions on or after the Filing Date whether in connection with the Credit Documents or otherwise or (ii) any liabilities arising from the fraud, willful misconduct or gross negligence of any of the Agent, the Collateral Agent or any Lender).

Section 10 Credit Document

The Obligors acknowledge and agree that this Agreement shall constitute a Credit Document for purposes of the Credit Agreement.

Section 11 Counterparts and Electronic Signatures

This Agreement may be executed in any number of separate counterparts, each of which shall be deemed an original and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement (whether by facsimile, email, PDF or other electronic means) shall be as effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement and any document to be signed in connection herewith or therewith shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.


Section 12 Governing Law

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Section 13 Severability

If any term or provision of this Agreement or the application thereof to any party or circumstance shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected term or provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement.

Section 14 Other Miscellaneous

(a)

This Agreement may be modified, amended or supplemented as to any matter only in writing (which may include e-mail) by all parties hereto.

(b)

Any provision of this Agreement may be waived or amended if, and only if, such waiver or amendment is in writing (which may include e-mail) by the party against whom the waiver or amendment is to be effective (it being agreed and understood that, if such waiver or amendment is against the Lenders, only the consent of the Majority Lenders shall be necessary for any such waiver or amendment). No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise

(c)Any date, time or period referred to in this Agreement shall be of the essence except to the extent to which the parties hereto agree in writing to vary any date, time or period, in which event the varied date, time or period shall be of the essence.

(d)Each of the Lenders hereby agree that, to the extent the requisite DIP Lenders extend the period for delivery of any item required to be delivered under the DIP Facility, then the corresponding requirement to deliver such item hereunder shall be automatically so extended in an equivalent manner; provided that any applicable extension granted by the DIP Lenders of more than ten (10) Business Days shall only automatically extend the corresponding requirement to deliver such items hereunder for ten (10) Business Days without the Majority Lenders’ prior written consent.

[Signature pages to follow]


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

BORROWERS:

JUST ENERGY ONTARIO L.P. by its general partner
JUST ENERGY CORP.

By:

/s/ Michael Carter 

Name:

Michael Carter

Title:

Chief Financial Officer

 

By:

 

 

Name:

Jonah Davids

 

Title:

Executive Vice President, General Counsel and Corporate Secretary

JUST ENERGY (U.S.) CORP.

By:

/s/ Michael Carter   

Name:

Michael Carter

Title:

Chief Financial Officer

By:

 

Name:

Jonah Davids

Title:

Executive Vice President, General Counsel and Corporate Secretary

[Signature Page to Accommodation Agreement]


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

BORROWERS:

JUST ENERGY ONTARIO L.P. by its general partner
JUST ENERGY CORP.

By:

 

Name:

Michael Carter

Title:

Chief Financial Officer

By:

/s/ Jonah Davids

Name:

Jonah Davids

Title:

Executive Vice President, General Counsel and Corporate Secretary

JUST ENERGY (U.S.) CORP.

By:

Name:

Michael Carter

Title:

Chief Financial Officer

By:

/s/ Jonah Davids

Name:

Jonah Davids

Title:

Executive Vice President, General Counsel and Corporate Secretary

[Signature Page to Accommodation Agreement]


OTHER OBLIGORS:

JUST ENERGY GROUP INC.

JUST ENERGY CORP.

ONTARIO ENERGY COMMODITIES INC.

JUST ENERGY MANITOBA L.P., by its general partner, JUST ENERGY CORP.

JUST ENERGY (B.C.) LIMITED PARTNERSHIP, by its general partner, JUST ENERGY CORP.

JUST ENERGY QUÉBEC L.P., by its general partner, JUST ENERGY CORP.

JUST ENERGY TRADING L.P., by its general partner, JUST ENERGY CORP.

JUST ENERGY ALBERTA L.P., by its general partner, JUST ENERGY CORP.

UNIVERSAL ENERGY CORPORATION


JUST ENERGY FINANCE CANADA ULC

HUDSON ENERGY CANADA CORP.

JUST GREEN L.P., by its general partner, JUST ENERGY CORP.

JUST ENERGY PRAIRIES L.P., by its general partner, JUST ENERGY CORP.

JUST MANAGEMENT CORP.

JUST ENERGY ADVANCED SOLUTIONS CORP.

By:

/s/ Michael Carter 

 

Name: Michael Carter

 

Title:    Chief Financial Officer

[Signature Page to Accommodation Agreement]


JUST ENERGY ILLINOIS CORP.

 

JUST ENERGY INDIANA CORP.

 

JUST ENERGY NEW YORK CORP.

 

JUST ENERGY TEXAS I CORP.

 

JUST ENERGY, LLC, by its Sole Member and Sole Manager, JUST ENERGY TEXAS I CORP.

JUST ENERGY TEXAS LP, by its General Partner, JUST ENERGY, LLC, by its Sole Member and Sole Manager, JUST ENERGY TEXAS I CORP.

JUST ENERGY PENNSYLVANIA CORP.

JUST ENERGY SOLUTIONS INC.

JUST ENERGY MASSACHUSETTS CORP.

JUST ENERGY MICHIGAN CORP.

JUST ENERGY ADVANCED SOLUTIONS LLC

HUDSON ENERGY SERVICES LLC

HUDSON ENERGY CORP.

 

HUDSON PARENT HOLDINGS LLC

INTERACTIVE ENERGY GROUP LLC

DRAG MARKETING LLC

FULCRUM RETAIL ENERGY LLC

FULCRUM RETAIL HOLDINGS

LLC TARA ENERGY, LLC

JUST ENERGY MARKETING CORP.

 

JUST ENERGY CONNECTICUT CORP.

By:

/s/ Michael Carter 

Name: Michael Carter

Title:   Chief Financial Officer

[Signature Page to Accommodation Agreement]


 

JUST ENERGY LIMITED

 

JUST SOLAR HOLDINGS CORP.

 

JUST ENERGY FINANCE HOLDING INC.

 

 

 

11929747 CANADA INC.

 

12175592 CANADA INC.

 

JE SERVICES HOLDCO I INC.

 

JE SERVICES HOLDCO II INC.

 

 

 

8704104 CANADA INC.

By:

/s/ Michael Carter 

Name: Michael Carter

Title:   Chief Financial Officer

 

JUST ENERGY (FINANCE) HUNGARY ZRT.

By:

Name: Amir Andani

Title:   Director

 

JEBPO SERVICES LLP

By:

Name: Sudheendrah Vasudeva

Title:   Designated Partner

By:

Name: Sam Mavalwalla

Title:   Designated Partner

[Signature Page to Accommodation Agreement]


 

JUST ENERGY LIMITED

 

JUST SOLAR HOLDINGS CORP.

 

JUST ENERGY FINANCE HOLDING INC.

 

 

 

11929747 CANADA INC.

 

12175592 CANADA INC.

 

JE SERVICES HOLDCO I INC.

 

JE SERVICES HOLDCO II INC.

 

 

 

8704104 CANADA INC.

By:

Name: Michael Carter

Title:   Chief Financial Officer

 

JUST ENERGY (FINANCE) HUNGARY ZRT.

By:

/s/ Amir Andani

Name: Amir Andani

Title:   Director

 

JEBPO SERVICES LLP

By:

Name: Sudheendrah Vasudeva

Title:   Designated Partner

By:

Name: Sam Mavalwalla

Title:   Designated Partner

[Signature Page to Accommodation Agreement]


 

JUST ENERGY LIMITED

 

 

 

JUST SOLAR HOLDINGS CORP.

 

 

 

JUST ENERGY FINANCE HOLDING INC.

 

 

 

11929747 CANADA INC.

 

 

 

12175592 CANADA INC.

 

 

 

JE SERVICES HOLDCO I INC.

 

 

 

JE SERVICES HOLDCO II INC.

 

 

 

8704104 CANADA INC.

 

By:

 

 

 

Name: Michael Carter

 

 

Title: Chief Financial Officer

 

 

 

JUST ENERGY (FINANCE) HUNGARY ZRT.

 

 

 

 

 

By:

 

 

 

Name: Amir Andani

 

 

Title: Director

 

 

 

JEBPO SERVICES LLP

By:

/s/ Sudheendrah Vasudeva 

Name: Sudheendrah Vasudeva

Title:   Designated Partner

By:

/s/ Sam Mavalwalla

Name: Sam Mavalwalla

Title:   Designated Partner

[Signature Page to Accommodation Agreement]


AGENT:

 

 

 

 

NATIONAL BANK OF CANADA, as Administrative Agent

 

 

 

 

 

By:

/s/ Gavin Virgo 

 

 

Name: Gavin Virgo

 

 

Title:  Director

 

 

 

By:

/s/ Jonathan Campbell

 

 

Name: Jonathan Campbell

 

 

Title: Director

[Signature Page to Accommodation Agreement]


LENDERS:

 

 

 

CANADIAN IMPERIAL BANK OF COMMERCE, as Canadian Lender, Canadian Swingline Lender, a Canadian Issuing Lender and LC Lender

 

By:

/s/ Pat Martin 

 

 

Name:

Pat Martin

 

 

Title:

Senior Director, Special Loans

 

By:

/s/ Leen Ahmad 

 

 

Name: Leen Ahmad

 

 

Title: Senior Account Manager, Special Loans

 

CANADIAN  IMPERIAL  BANK  OF COMMERCE, as US Lender and a US Issuing Lender

 

By:

/s/ Pat Martin

 

 

Name: Pat Martin

 

 

Title:   Senior Director, Special Loans

 

By:

/s/ Leen Ahmad 

 

 

Name: Leen Ahmad

 

 

Title:  Senior Account Manager, Special Loans

[Signature Page to Accommodation Agreement]


 

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a US Issuing Lender (solely in respect of the Existing CIBC US Letters of Credit)

 

 

 

 

 

By:

/s/ Pat Martin

 

 

Name: Pat Martin

 

 

Title: Senior Director, Special Loans

 

 

 

By:

/s/ Leen Ahmad

 

 

Name: Leen Ahmad

 

 

Title: Senior Account Manager, Special Loans

[Signature Page to Accommodation Agreement]


 

NATIONAL BANK OF CANADA, as Canadian Lender and a Canadian Issuing Lender

 

 

 

 

 

By:

/s/ Gavin Virgo

 

 

Name: Gavin Virgo

 

 

Title: Director

 

 

 

 

 

By:

/s/ David Torrey

 

 

Name: David Torrey

 

 

Title: Managing Director

 

NATIONAL BANK OF CANADA, as US Lender and a US Issuing Lender

 

 

 

 

 

By:

/s/ Gavin Virgo

 

 

Name: Gavin Virgo

 

 

Title: Director

 

 

 

 

By:

/s/ David Torrey

Name: David Torrey

Title: Managing Director

[Signature Page to Accommodation Agreement]


 

ATB FINANCIAL, as Canadian Lender

 

 

 

By:

/s/ Brian Spilchen

 

 

Name: Brian Spilchen

 

 

Title: Director

 

 

 

By:

/s/ Shruthi Belle

Name: Shruthi Belle

Title: Associate Director

[Signature Page to Accommodation Agreement]


 

HSBC BANK CANADA, as Canadian Lender

 

  

 

By:

/s/ Julie Gaiptman 

Name: Julie Gaiptman

Title: AVP, LMU

By:

/s/ Paul Irving

Name: Paul Irving

Title: VP LMU

HSBC BANK CANADA, as US Lender

By:

/s/ Julie Gaiptman 

Name: Julie Gaiptman

Title: AVP, LMU

By:

/s/ Paul Irving

Name: Paul Irving

Title: VP LMU

[Signature Page to Accommodation Agreement]


 

CANADIAN WESTERN BANK, as Canadian Lender

 

 

 

By:

/s/ Trent Erickson 

 

 

Name: Trent Erickson

 

 

Title: VP, SAMU

 

 

 

By:

/s/ Dean Chan 

 

 

Name: Dean Chan

 

 

Title: SAVP, SAMU

[Signature Page to Accommodation Agreement]


 

JPMORGAN CHASE BANK, N.A., as Canadian Lender

 

 

 

By:

/s/ Jeffrey Coleman 

 

 

Name: Jeffrey Coleman

 

 

Title: Executive Director

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

JPMORGAN CHASE BANK, N.A., as US Lender

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

By:

 

 

 

Name:

 

 

Title:

[Signature Page to Accommodation Agreement]


 

JPMORGAN CHASE BANK, N.A., as Canadian Lender

 

 

 

By:

 

 

  

Name:

 

 

Title:

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

JPMORGAN CHASE BANK, N.A., as US Lender

 

 

 

By:

/s/ Patricia S. Carpen 

 

 

Name: Patricia S. Carpen

 

 

Title: Executive Director

 

 

 

By:

 

 

 

Name:

 

 

Title:

[Signature Page to Accommodation Agreement]


 

MORGAN STANLEY SENIOR FUNDING, INC., as Canadian Lender on behalf of its Special Assets Oversight Team, and not on behalf of any of its other business units or teams or those of its affiliates

 

 

 

By:

/s/ Kevin Newman

 

 

Name: Kevin Newman

 

 

Title: Vice President

 

 

 

MORGAN STANLEY SENIOR FUNDING, INC., as US Lender on behalf of its Special Assets Oversight Team, and not on behalf of any of its other business units or teams or those of its affiliates

 

 

 

By:

/s/ Kevin Newman

 

 

Name: Kevin Newman

 

 

Title: Vice President

[Signature Page to Accommodation Agreement]


Schedule A

Representations and Warranties

(See attached)


SCHEDULE A

Representations and Warranties

Each Borrower represents and warrants to the Agent and each Lender and acknowledges and confirms that the Agent and each Lender is relying upon such representations and warranties:

(1)         Existence and Qualification Subject to any restrictions arising on account of any Obligor’s protected status under the CCAA Proceedings (and only so long as such status exists), each Obligor (i) has been duly incorporated, formed, amalgamated, merged or continued, as the case may be, and is validly subsisting as a corporation, company, limited liability company, partnership or trust, under the laws of its jurisdiction of formation, amalgamation, merger or continuance, as the case may; and (ii) is duly qualified, in good standing and has all required Material Licences to carry on its business in each jurisdiction in which the nature of its business requires qualification to the extent necessary to carry on its business.

(2)         Power and Authority Subject to the entry of, and the terms of, the CCAA Orders and to any restrictions arising solely on account of any Obligor’s protected status under the CCAA Proceedings (and only so long as such status exists), each Obligor has the corporate, trust, company, limited liability company or partnership power and authority, as the case may be, (i) to enter into, and to exercise its rights and perform its obligations under, this Agreement (to the extent that it is a party thereto) and all other instruments and agreements delivered by it pursuant to this Agreement, and (ii) to own its Property and carry on its business as currently conducted and as currently proposed to be conducted by it.

(3)         Execution, Delivery, Performance and Enforceability of Documents Subject to the entry of, and the terms of, the CCAA Orders and to any restrictions arising solely on account of any Obligor’s protected status under the CCAA Proceedings (and only so long as such status exists), the execution, delivery and performance of this Agreement (to the extent that such Obligor is a party to this Agreement), and every other instrument or agreement delivered by an Obligor pursuant to this Agreement has been duly authorized by all corporate, trust, company or partnership actions required, and each of such documents has been duly executed and delivered. To the extent that any Obligor is a party hereto, upon entry of the CCAA Orders, this Agreement constitutes the legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with its terms (except, in any case, as such enforceability may be limited by applied bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).

(4)         Agreement Complies with Applicable Laws, Organizational Documents and Contractual Obligations Subject to the entry of the CCAA Orders, none of the execution or delivery of, the consummation of the transactions contemplated in, or compliance with the terms, conditions and provisions of this Agreement conflicts with or will conflict with, or results or will result in any breach of, or constitutes a default under or contravention of, (a) any Obligors’ Organizational Document, (b) any Material Contract or Material Licence, (c) any Requirement of Law other than immaterial breaches or (d) results or will result in the creation or imposition of any Lien upon any of its Property that is not a Permitted Lien (as defined in the DIP Term Sheet).

(5)         Consent Respecting Agreement Each Obligor has, obtained, made or taken all consents, approvals, authorizations, declarations, registrations, filings, notices and other actions whatsoever required with Governmental Authorities, third parties or otherwise to enable it to execute and deliver this Agreement (to the extent that such Obligor is a party hereto) and to consummate the transactions contemplated hereby, other than the approvals, clarifications or authorizations of the Governmental Authorities (including, without limitation, the Reserve Bank of India) required under the laws of India for the execution and delivery by JEBPO of any agreement (including without limitation this Agreement) to which it is a party, and the performance by JEBPO of its obligations thereunder.

(6)         Judgments, Etc. At the date given, other than pursuant to the CCAA Proceedings, no Obligor is subject to any judgment, order, writ, injunction, decree or award, or to any restriction, rule or regulation (other than customary or ordinary course restrictions, rules and regulations consistent or similar with those imposed on other Persons engaged in similar businesses) which has not been lifted or stayed.

(7)          Absence of Litigation Other than the CCAA Proceedings, there are no actions, suits or proceedings pending or, to the best of its knowledge and belief, after due inquiry and all reasonable investigation, threatened against or involving any Obligor, (i) which would reasonably be expected to have a Material Adverse Effect or (ii) that involve this Agreement, in each case, which are not subject to the CCAA Stay (as defined in the DIP Term Sheet).


(8)         Title to Assets Each Obligor has good title to its assets, and no Person has any agreement or right to acquire an interest in such assets other than in the ordinary course of its business. The Pledged Securities constitute all of the equity interests held by each Obligor in any other Obligor.

(9)          Use of Real Property All real property material to the business of the Obligor owned or leased by each Obligor may be used by such Obligor pursuant to Applicable Law for the present use and operation of the material elements of the business conducted, or intended to be conducted, on such real property by such Obligor.

(10)       Insurance Each Obligor maintains insurance which is in full force and effect that complies with all of the requirements of the Credit Agreement as of September 28, 2020.

(11)       Labour Relations No Obligor is engaged in any material unfair labour practice or material employment discrimination practice, and there is no material unfair labour practice complaint or material complaint of employment discrimination pending against an Obligor, or to its knowledge threatened against an Obligor, before any Governmental Authority. To the best of its knowledge, no material grievance or arbitration arising out of or under any collective bargaining agreement is pending against an Obligor or, to the best of its knowledge, threatened against an Obligor, no strike, labour dispute, slowdown or stoppage is pending against an Obligor or, to the best of its knowledge, threatened against an Obligor and no union representation proceeding is pending with respect to any of an Obligor’s employees.

(12)       Compliance with Laws No Obligor is in material violation of any material Applicable Law or material Applicable Order, subject to the provisions of Section 21 of this Schedule A, in the case of Requirements of Environmental Law.

(13)       Corporate Structure The corporate structure of the Borrowers and their subsidiaries is as set out in Schedule A(13) to this Agreement.

(14)       Rights to Acquire Shares of Obligors No Person has an agreement or option or any other right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any unissued shares in the capital of any Obligor (other than JustEnergy).

(15)       Obligors Each Obligor either carries on their Business in Canada, the United States, India or Hungary, or carries on no business other than being a holding entity.

(16)       Relevant Jurisdictions Schedule A(16) to this Agreement identifies, in respect of each Obligor, the Relevant Jurisdictions as of the Closing Date including each Obligor’s jurisdiction of formation and organizational registration number (if any), its full address (including postal code or zip code), chief executive office, registered office and all places of business and, if the same is different, the address at which the books and records of such Obligor are located and the address from which the invoices and accounts of such Obligor are issued.

(17)       Computer Software Each Obligor owns or has licensed for use or otherwise has the right to use all of the material software necessary to conduct its businesses. All Computer Equipment owned or used by an Obligor and necessary for the conduct of business has been properly maintained in all material respects or replaced and is in good working order for the purposes of on-going operation, subject to ordinary wear and tear for Computer Equipment of comparable age and Computer Equipment which has been damaged but is in the course of being repaired.

(18)       Intellectual Property Each Obligor has rights sufficient for it to use all the Intellectual Property reasonably necessary for the conduct of its business except to the extent failure to do so would not reasonably be expected to have a Material Adverse Effect; all patents, trade-marks or industrial designs which have been either registered or in respect of which a registration application has been filed by it are listed on Schedule A(18) to this Agreement. To its knowledge, no Obligor is infringing or misappropriating or is alleged to be infringing or misappropriating the intellectual property rights of any other Person where such infringement or misappropriation is reasonably expected to have a Material Adverse Effect.

(19)       Financial Year End The financial year end of the Obligors is March 31.

(20)       Financial Information All of the financial statements which have been furnished to the Lenders in connection with this Agreement are complete in all material respects and such financial statements fairly present the results of operations and financial position of the Borrowers and the Guarantors as of the dates referred to therein and have been prepared on a Modified Consolidated Basis, except that, in the case of quarterly financial statements, notes to the statements and audit adjustments required by GAAP are not included. All other financial information provided to the Lenders as of the date prepared (a) were based on reasonable assumptions and expectations and represent reasonable good faith estimates and (b) were believed to be achievable.


(21)       Environmental (a) No Obligor is subject to any civil or criminal proceeding relating to Requirements of Environmental Laws and is not aware of any investigation or threatened proceeding or investigation, (b) each Obligor has all material permits, licenses, registrations and other authorizations required by the Requirements of Environmental Laws for the operation of its business and the properties which it owns, leases or otherwise occupies, (c) each Obligor currently operates its business and its properties (whether owned, leased or otherwise occupied) in compliance in all material respects with all applicable material Requirements of Environmental Laws, (d) no Hazardous Substances are stored or disposed of by any Obligor or otherwise used by an Obligor in violation of any applicable Requirements of Environmental Laws (including, without limitation, there has been no Release of Hazardous Substances by any Obligor at, on or under any property now or previously owned or leased by the Borrowers or any of their subsidiaries), (e) except as disclosed in the environmental reports identified on Schedule A(21) to this Agreement, to the knowledge of the Borrowers (i) all underground storage tanks now or previously located on any real property owned or leased by it have been operated, maintained and decommissioned or closed, as applicable, in compliance with applicable Requirements of Environmental Law; and (ii) no real property or groundwater in, on or under any property now or previously owned or leased by any Obligor is or has been during such Obligor’s ownership or occupation of such property contaminated by any Hazardous Substance except for any contamination that would not reasonably be expected to give rise to material liability under Requirements of Environmental Laws nor, to the best of its knowledge, is any such property named in any list of hazardous waste or contaminated sites maintained under the Requirements of Environmental Law.

(22)       CERCLA No portion of any Obligor’s Property has been listed, designated or identified in the National Priorities List or the CERCLA Information System both as published by the United States Environmental Protection Agency, or any similar list of sites published by any federal, state or local authority proposed for requiring clean up or remedial or corrective action under any Requirements of Environmental Laws.

(23)      Canadian Welfare and Pension Plans The Canadian Borrower has adopted all Canadian Welfare Plans and all Canadian Pension Plans in accordance with Applicable Laws and each such plan has been maintained and is in compliance in all material respects with its terms and such laws including, without limitation, all requirements relating to employee participation, funding, investment of funds, benefits and transactions with the Obligors and persons related to them. As of the commencement of the CCAA Proceedings (the “CCAA Filing Date”) and at no time preceding the CCAA Filing Date has any Obligor maintained, sponsored, administered, contributed to, or participated in a Specified Canadian Pension Plan. With respect to Canadian Pension Plans: (a) no steps have been taken to terminate any Canadian Pension Plan (wholly or in part) which could result in any Obligor being required to make an additional contribution in excess of $5,000,000 to the Canadian Pension Plan; (b) no contribution failure in excess of $5,000,000 has occurred with respect to any Canadian Pension Plan sufficient to give rise to a lien or charge under any applicable pension benefits laws of any other jurisdiction; and (c) no condition exists and no event or transaction has occurred with respect to any Canadian Pension Plan which is reasonably likely to result in any Obligor incurring any liability, fine or penalty in excess of $5,000,000. No Obligor has a contingent liability in excess of $5,000,000 with respect to any post-retirement benefit under a Canadian Welfare Plan. With respect of each Canadian Pension Plan: (a) all contributions (including employee contributions made by authorized payroll deductions or other withholdings) required to be made to the appropriate funding agency in material compliance with all Applicable Laws and the terms of each Pension Plan have been made in accordance with all Applicable Laws and the terms of each Canadian Pension Plan; and (b) no event has occurred and no conditions exist with respect to any Canadian Pension Plan that has resulted or could reasonably be expected to result in any Canadian Pension Plan being the subject of a requirement to be wound up (wholly or in part) by any applicable regulatory authority, having its registration revoked or refused by any applicable regulatory authority or being required to pay any taxes or penalties under any applicable pension benefits or tax laws.

(24)      ERISA Plans (a) Each ERISA Plan of any Obligor carrying on business in the United States has been maintained and is in compliance in all material respects with Applicable Laws including, without limitation, all requirements relating to employee participation, investment of funds, benefits and transactions with the Obligors and persons related to them, (b) with respect to such ERISA Plans: (i) no condition exists and no event or transaction has occurred with respect to any such ERISA Plan that is reasonably likely to result in any Obligor, to the best of its knowledge, incurring any liability, fine or penalty in excess of the US$ Equivalent Amount of Cdn.$5,000,000; and (ii) no Obligor carrying on business in the United States has a contingent liability with respect to any post-retirement benefit under a US Welfare Plan in excess of the US$ Equivalent Amount of Cdn.$5,000,000, (c) all contributions (including employee contributions made by authorized payroll deductions or other withholdings) required to be made have been made in accordance with all Applicable Laws and the terms of each ERISA Plan, (d) each of the ERISA Plans that is intended to be “qualified” within the meaning of Section 401(a) of the Code (i) has received a favourable determination letter from the IRS, (ii) is or will be the subject of an application for a favourable determination letter, and no circumstances exist that has resulted or could reasonably be expected to result in the revocation or denial of any such determination letter, or (iii) is entitled to rely on an appropriately updated prototype plan document that has


received a national office determination letter and has not applied for a favourable determination letter of its own and (e) no Obligor carrying on business in the United States has any US Pension Plans and no multiemployer plans as defined in Section 4001(a)(3) of ERISA are maintained by any Obligor or to their knowledge have been maintained by any member of any Obligor’s Controlled Group.

(25)       Not an Investment Company No Obligor is an “investment company” or a company “controlled” by an “investment company” within the meaning of the United States Investment Company Act of 1940 or a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a holding company, or of a “subsidiary company” of a “holding company”, within the meaning of the United States Public Utility Holding Company Act of 2005.

(26)       No Margin Stock No Obligor is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock. None of the proceeds of any Advance will be used to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System of the United States) or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(27)       Full Disclosure All information provided or to be provided by or on behalf of any Obligor to the Agent and the Lenders in connection with this Agreement (other than future-looking information or information of a general economic or industry nature) was or will be at the time prepared, to its knowledge, true and correct in all material respects and none of the documentation furnished to the Agent or any Lender by or on behalf of any Obligor, to its knowledge, omitted or will omit as of such time, a material fact necessary to make the statements contained therein not misleading in any material way, and all expressions of expectation, intention, belief and opinion contained therein were honestly made on reasonable grounds after due and careful inquiry by it at the time made (and, to its knowledge any other Person who furnished such material on behalf of them.

(28)       Sanctions. It is not in violation of, in any material respect, any of the country or list based economic and trade sanctions administered and enforced by OFAC, or any Sanctions Laws. As of the date of this Agreement, no Obligor (i) is a Sanctioned Person or (ii) is a Person designated under Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 or other Sanctions Laws. If a senior officer of any Obligor receives any written notice that any Obligor, any affiliate or any subsidiary of any Obligor is named on the then current OFAC SDN List or is otherwise a Sanctioned Person (such occurrence, a “Sanctions Event”), such Obligor shall promptly (i) give written notice to the Agent of such Sanctions Event, and (ii) comply in all material respects with all applicable laws with respect to such Sanctions Event (regardless of whether the Sanctioned Person is located within the jurisdiction of the United States of America or Canada), and each Obligor hereby authorizes and consents to the Lenders and the Agent (acting at the direction of the Majority Lenders) taking any and all steps the Lenders or the Agent (acting at the direction of the Majority Lenders) deem necessary, in their sole but reasonable discretion, to avoid violation of, in any material respect, all applicable laws with respect to any such Sanctions Event.

(29)       Anti-Corruption Laws. No part of the proceeds of the Advances shall be used, directly or, to the Borrowers’ knowledge, indirectly: (a) to offer or give anything of value to any official or employee of any foreign government department or agency or instrumentality or government-owned entity, to any foreign political party or party official or political candidate, or to anyone else acting in an official capacity, in order to obtain, retain or direct business, or obtain any improper advantage, in material violation of any Anti-Corruption Law.

(30)       Anti-Terrorism Laws. To the extent applicable, each Obligor is in compliance, in all material respects, with (i) the U.S. Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (ii) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (United States), as amended (the “Patriot Act”); and (iii) Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively with clauses (i) and (ii) above, the “Anti-Terrorism Laws”). The use of the proceeds of the Advances will not violate, in any material respect, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, in any material respect.


SCHEDULE A(13)

CORPORATE STRUCTURE

 

Name of

Jurisdiction

Authorized

Issued Capital

Owner of Securities

 

Obligor -

 

Capital

 

 

 

Restricted

 

 

 

 

 

Subsidiary*,

 

 

 

 

 

Unrestricted

 

 

 

 

 

Subsidiary**

 

 

 

 

 

 

 

 

 

 

1.

Just Energy

Canada

unlimited

48,987,581

Publicly held

 

Group Inc.*

 

number of

Common Shares

 

 

 

 

Common Shares

 

 

 

 

 

50,000,000

 

 

 

 

 

Preferred Shares

 

 

 

 

 

 

 

 

2.

Just Energy

Province of

unlimited

(a) 300 Common

(a) Just Energy Group Inc.

 

Corp.*

Ontario

number of

Shares

 

 

 

 

Common Shares,

 

 

 

 

 

Class A

 

 

 

 

 

Preference

 

 

 

 

 

Shares and Class

 

 

 

 

 

B Preference

 

 

 

 

 

Shares

 

 

 

 

 

 

 

 

3.

Just Energy

Province of

unlimited

(a) 872,941 Class A

(a) Just Energy Group Inc.

 

Trading L.P. *

Ontario

number of Class

Limited Partnership

 

 

 

 

A Limited

Units

 

 

 

 

Partnership Units

 

 

 

 

 

and unlimited

 

 

 

 

 

number of Class

 

 

 

 

 

B Limited

 

 

 

 

 

Partnership Units

 

 

 

 

 

 

(b)  9 Class A

(b) Just Energy Corp.

 

 

 

 

Limited Partnership

 

 

 

 

 

Units

 

 

 

 

 

 

 

 

 

 

 

(c) 265,179 Class B

(c) Just Energy Group Inc.

 

 

 

 

Limited Partnership

 

 

 

 

 

Units

 

 

 

 

 

(d) 3,444 Class B

(d) Just Energy Corp.

 

 

 

 

Limited Partnership

 

 

 

 

 

Units

 

 

 

 

 

(e) 5,214 Class B

(e) Universal Energy


 

Name of

Jurisdiction

Authorized

Issued Capital

Owner of Securities

 

Obligor -

 

Capital

 

 

 

Restricted

 

 

 

 

 

Subsidiary*,

 

 

 

 

 

Unrestricted

 

 

 

 

 

Subsidiary**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Limited Partnership

Corporation

 

 

 

 

Units

 

 

 

 

 

 

 

 

 

 

 

 

 

4.

Just Energy

Province of

unlimited

(a) 1 Class A

(a) Just Energy Corp.

 

(B.C.) Limited

British

number of

Limited Partnership

 

 

Partnership*

Columbia

Limited

Unit

 

 

 

 

Partnership Units

 

 

 

 

 

 

(b) 2,499 Class A

(b) Just Energy Trading L.P.

 

 

 

 

Limited Partnership

 

 

 

 

 

Units

 

 

 

 

 

(c) 394 Class B

(c) Just Energy Trading L.P.

 

 

 

 

Units

 

 

 

 

 

 

 

5.

Just Energy

Province of

unlimited

(a) 82,478 Class A

(a) Just Energy Trading L.P.

 

Ontario L.P.*

Ontario

number of Class

Units

 

 

 

 

A Units and

 

 

 

 

 

unlimited

 

 

 

 

 

number of Class

 

 

 

 

 

B Preferred

 

 

 

 

 

Units

 

 

 

 

 

 

(b) 3,000 Class A

(b) Just Energy Corp.

 

 

 

 

Units

 

 

 

 

 

(c) 379,671 Class B

(c) Just Energy Trading

 

 

 

 

Preferred Units

L.P.

 

 

 

 

 

 

6.

Just Green

Province of

unlimited

(a) 1 Limited

(a) Just Energy Corp.

 

L.P.*

Alberta

number of

Partnership Unit

 

 

 

 

Limited

 

 

 

 

 

Partnership Units

 

 

 

 

 

 

(b) 864,449 Limited

(b) Just Energy Trading L.P.

 

 

 

 

Partnership Units

 

 

 

 

 

 

 

7.

Just Energy

Province of

unlimited

(a) 1 Limited

(a) Just Energy Corp.

 

Québec L.P.*

Quebec

number of

Partnership Unit

 

 

 

 

Limited

 

 

 

 

 

Partnership Units

 

 

 

 

 

 

(b) 2,499 Limited

(b) Just Energy Trading L.P.

 

 

 

 

Partnership Units

 

 

 

 

 

 

 

8.

Just Energy

Province of

unlimited

(a) 918 Class A

(a) Just Energy Trading L.P.


 

Name of

Jurisdiction

Authorized

Issued Capital

Owner of Securities

 

Obligor -

 

Capital

 

 

 

Restricted

 

 

 

 

 

Subsidiary*,

 

 

 

 

 

Unrestricted

 

 

 

 

 

Subsidiary**

 

 

 

 

 

 

 

 

 

 

 

Manitoba L.P.*

Manitoba

number of Class

Units

 

 

 

 

A Units and

 

 

 

 

 

unlimited

 

 

 

 

 

number of Class

 

 

 

 

 

B Preferred

 

 

 

 

 

Units

 

 

 

 

 

 

(b) 82 Class A

(b) Just Energy Corp.

 

 

 

 

Limited Partnership

 

 

 

 

 

Units

 

 

 

 

 

(c) 760 Class B

(c) Just Energy Trading

 

 

 

 

Preferred Units

L.P.

 

 

 

 

 

 

9.

Ontario Energy

Province of

unlimited

(a) 65,183,851

(a) Just Energy Ontario L.P.

 

Commodities

Ontario

number of

Common Shares

 

 

Inc.*

 

Common Shares

 

 

 

 

 

 

(b) 200,781

(b) Universal Energy

 

 

 

 

Common Shares

Corporation

 

 

 

 

(c) 9,782,244

(c) Just Energy Group Inc.

 

 

 

 

Common Shares

 

 

 

 

 

(d) 1,200 Preferred

(d) Just Energy Group Inc.

 

 

 

 

Shares

 

 

 

 

 

 

 

10.

Hudson Energy

Canada

unlimited

100 Common

Just Energy Group Inc.

 

Canada Corp.*

 

number of

Shares

 

 

 

 

Common Shares

 

 

 

 

 

 

 

 

 

 

 

 

14,000 common

Just Energy Alberta L.P.

 

 

 

 

shares

 

 

 

 

 

 

 

 

 

 

 

 

Just Energy Ontario L.P.

 

 

 

 

3,166,000 common

 

 

 

 

shares

 

 

 

 

 

 

 

11.

Just Energy

State of

5,000 Common

(a) 2,897 Common

(a) Ontario Energy

 

(U.S.) Corp.*

Delaware

Shares

Shares

Commodities Inc.

 

 

 

 

(b) 328 Common

(b) Just Energy Group Inc.

 

 

 

 

Shares

 

 

 

 

 

(c) 53 Common

(c) Just Energy Finance

 

 

 

 

Shares

Canada ULC

 

 

 

 

 

 

12.

Just Energy

State of

100 Common

100 Common

Just Energy (U.S.) Corp.

 

Marketing

Delaware

Shares

Shares

 

 

Corp.*

 

 

 

 

 

 

 

 

 

 


 

Name of

Jurisdiction

Authorized

Issued Capital

Owner of Securities

 

Obligor -

 

Capital

 

 

 

Restricted

 

 

 

 

 

Subsidiary*,

 

 

 

 

 

Unrestricted

 

 

 

 

 

Subsidiary**

 

 

 

 

 

 

 

 

 

 

13.

Just Energy

State of

5,000 Common

2,600 Common

Just Energy (U.S.) Corp.

 

Illinois Corp.*

Delaware

Shares

Shares

 

 

 

 

 

 

 

14.

Just Energy

State of

100 Common

100 Common

Just Energy (U.S.) Corp.

 

Indiana Corp.*

Delaware

Shares

Shares

 

 

 

 

 

 

 

15.

Just Energy New

State of

5,000 Common

900 Common

Just Energy (U.S.) Corp.

 

York Corp.*

Delaware

Shares

Shares

 

 

 

 

 

 

 

16.

Just Energy

State of

100 Common

100 Common

Just Energy (U.S.) Corp.

 

Michigan Corp.*

Delaware

Shares

Shares

 

 

 

 

 

 

 

17.

Momentis U.S.

State of

100 Common

100 Common

Just Energy (U.S.) Corp.

 

Corp.**

Delaware

Shares

Shares

 

 

 

 

 

 

 

18.

Just Energy

State of

1,000 Common

1,000 Common

Just Energy (U.S.) Corp.

 

Texas I Corp.*

Delaware

Shares

Shares

 

 

 

 

 

 

 

19.

Just Energy

State of Texas

unlimited

(a) 23,560 Class A1

(a) Just Energy Texas I

 

Texas LP*

 

number of Class

Limited Partnership

Corp.

 

 

 

A1 Limited

Units

 

 

 

 

Partnership

 

 

 

 

 

Units, unlimited

 

 

 

 

 

number of Class

 

 

 

 

 

A2 Limited

 

 

 

 

 

Partnership Units

 

 

 

 

 

and unlimited

 

 

 

 

 

number of

 

 

 

 

 

General

 

 

 

 

 

Partnership Units

 

 

 

 

 

 

 

 

 

 

 

 

(b) 917 Class A2

(b) Just Energy Texas I

 

 

 

 

Limited Partnership

Corp.

 

 

 

 

Units

 

 

 

 

 

(c) 24.1 General

(c) Just Energy, LLC

 

 

 

 

Partnership Units

 

 

 

 

 

 

 

20.

Just Energy,

State of Texas

10,000

(a) 2,356

(a) Just Energy Texas I

 

LLC*

 

Membership

Membership Units

Corp.

 

 

 

Units

 

 

 

 

 

 

 

 


 

Name of

Jurisdiction

Authorized

Issued Capital

Owner of Securities

 

Obligor -

 

Capital

 

 

 

Restricted

 

 

 

 

 

Subsidiary*,

 

 

 

 

 

Unrestricted

 

 

 

 

 

Subsidiary**

 

 

 

 

 

 

 

 

 

 

21.

Just Energy

State of

1,000 Common

1,000 Common

Just Energy (U.S.) Corp.

 

Massachusetts

Delaware

Shares

Shares

 

 

Corp.*

 

 

 

 

 

 

 

 

 

 

22.

Just Energy

State of

1,000 Common

1,000 Common

Just Energy (U.S.) Corp.

 

Connecticut

Delaware

Shares

Shares

 

 

Corp.*

 

 

 

 

 

[pending

 

 

 

 

 

dissolution]

 

 

 

 

 

 

 

 

 

 

23.

Just Energy

Province of

unlimited

(a) 1 Class A

(a) Just Energy Corp.

 

Alberta L.P.*

Alberta

number of

Limited Partnership

 

 

 

 

Limited

Unit

 

 

 

 

Partnership Units

 

 

 

 

 

 

(b) 99 Class A

(b) Just Energy Trading L.P.

 

 

 

 

Limited Partnership

 

 

 

 

 

Units

 

 

 

 

 

(c) 1 Class B

(c) Just Green L.P.

 

 

 

 

Limited Partnership

 

 

 

 

 

Unit

 

 

 

 

 

(d) 131 Class A

(d) Just Green L.P.

 

 

 

 

Limited Partnership

 

 

 

 

 

Units

 

 

 

 

 

 

 

24.

Just Energy

State of

1,000 Common

100 Common

Just Energy (U.S.) Corp.

 

Pennsylvania

Delaware

Shares

Shares

 

 

Corp.*

 

 

 

 

 

 

 

 

 

 

25.

Just Energy

Province of

unlimited

(a) 18,752 Common

(a) Ontario Energy

 

Finance Canada

Nova Scotia

number of

Shares

Commodities Inc.

 

ULC*

 

common shares

 

 

 

 

 

 

 

 

26.

 

State of

100 Common

 

Just Energy (U.S.) Corp.

Just Energy

100 Common

 

Limited*

Delaware

Shares

Shares

 

 

 

 

 

 

 

27.

Just Energy

State of

unlimited

100 Common Units

Just Energy New York

 

Advanced

Delaware

Common Units

 

Corp.

 

Solutions LLC*

 

 

 

 

 

 

 

 

 

 


 

Name of

Jurisdiction

Authorized

Issued Capital

Owner of Securities

 

Obligor -

 

Capital

 

 

 

Restricted

 

 

 

 

 

Subsidiary*,

 

 

 

 

 

Unrestricted

 

 

 

 

 

Subsidiary**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28.

Just

Canada

Unlimited

100 Common

Just Energy Group Inc.

 

Management

 

number of

Shares

 

 

Corp.*

 

Common Shares

 

 

 

 

 

 

 

 

 

 

 

 

7,341,420 Class A

Just Energy Ontario L.P.

 

 

 

 

preferred shares

 

 

 

 

 

 

 

 

 

 

 

1,703,540 Class B

Just Energy Ontario L.P.

 

 

 

 

preferred shares

 

 

 

 

 

 

 

29.

Just Holdings

Province of

unlimited

(a) 1 Class A

(a) Just Management Corp.

 

L.P.**

Manitoba

number of Class

Limited Partnership

 

 

 

 

A Limited

Units

 

 

 

 

Partnership Units

 

 

 

 

 

and unlimited

 

 

 

 

 

number of Class

 

 

 

 

 

B Limited

 

 

 

 

 

Partnership Units

 

 

 

 

 

 

(b) 1,000 Class A

(b) Just Energy Group Inc.

 

 

 

 

Limited Partnership

 

 

 

 

 

Units

 

 

 

 

 

 

 

30.

Just Ventures

State of

Unlimited

100 Membership

Just Energy Marketing

 

LLC**

Delaware

number of

Interest Units

Corp.

 

 

 

Membership

 

 

 

 

 

Interest Units

 

 

 

 

 

 

 

 

31.

Just Ventures

Canada

Unlimited

100 common shares

Just Energy Corp.

 

GP Corp.**

 

number of

 

 

 

 

 

common shares

 

 

 

 

 

 

 

 

32.

 

Province of

Unlimited

 

(a) Just Energy Ontario L.P.

Just Ventures

(a) 998 Class A

 

L.P.**

Ontario

number of Class

Limited Partnership

 

 

 

 

A Limited

Units

 

 

 

 

Partnership Units

 

 

 

 

 

 

(b) 2 Class A

(b) Just Ventures GP Corp.

 

 

 

 

Limited Partnership

 

 

 

 

 

Units

 


 

Name of

Jurisdiction

Authorized

Issued Capital

Owner of Securities

 

Obligor -

 

Capital

 

 

 

Restricted

 

 

 

 

 

Subsidiary*,

 

 

 

 

 

Unrestricted

 

 

 

 

 

Subsidiary**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33.

Just Energy

Province of

unlimited

(a) 1 Class A

(a) Just Energy Corp.

 

Prairies L.P.*

Manitoba

number of Class

Limited Partnership

 

 

 

 

A Limited

Units

 

 

 

 

Partnership Units

 

 

 

 

 

and unlimited

 

 

 

 

 

number of Class

 

 

 

 

 

B Limited

 

 

 

 

 

Partnership Units

 

 

 

 

 

 

(b) 999 Class A

(b) Just Energy Trading L.P.

 

 

 

 

Limited Partnership

 

 

 

 

 

Units

 

 

 

 

 

 

 

34.

Universal

Province of

Unlimited

(a) 100,100

(a) Just Energy Group Inc.

 

Energy

Ontario

Common shares

Common Shares

 

 

Corporation*

 

 

 

 

 

 

 

Unlimited Class

(b) 25, 000,000

(b) Just Energy Group Inc.

 

 

 

A Shares

Class C Shares

 

 

 

 

Unlimited Class

 

 

 

 

 

B Shares

 

 

 

 

 

Unlimited Class

 

 

 

 

 

C Shares

 

 

 

 

 

 

 

 

35.

American Home

State of

1,000 common

100 common voting

Just Energy (U.S.) Corp.

 

Energy Services

Delaware

voting shares

shares

 

 

Corp.**

 

 

 

 

 

 

 

 

 

 

36.

8704104 Canada

Canada

Unlimited

(a) 100 Common

(a) Just Energy Group Inc.

 

Inc. *

 

Common Shares

Shares

 

 

 

 

 

 

 

 

 

 

Unlimited Class

(b) 9,500,000 Class

(b) Just Energy Group Inc.

 

 

 

A Special Shares

A Special Shares

 

 

 

 

 

 

 

37.

Just Energy

State of

50,000,000

30,553,540

Just Energy (U.S.) Corp.

 

Solutions Inc.*

California

Common stock

Common Stock

 

 

(formerly known

 

 

 

 

 

as Commerce

 

 

 

 


 

Name of

Jurisdiction

Authorized

Issued Capital

Owner of Securities

 

Obligor -

 

Capital

 

 

 

Restricted

 

 

 

 

 

Subsidiary*,

 

 

 

 

 

Unrestricted

 

 

 

 

 

Subsidiary**

 

 

 

 

 

 

 

 

 

 

 

Energy, Inc.)

 

 

 

 

 

 

 

10,000,000

 

 

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,000,000 Series

 

 

 

 

 

A Convertible

 

 

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

38.

Hudson Energy

State of

1,500 Common

1,001 Common

Just Energy (U.S.) Corp.

 

Corp.*

Delaware

Shares

Shares

 

 

 

 

 

 

 

39.

Hudson Parent

State of

Unlimited

(a) 89,328 Preferred

(a) Hudson Energy Corp.

 

Holdings LLC*

Delaware

Preferred Units

Units

 

 

 

 

 

 

 

 

[pending

 

Unlimited

(b) 7,251,158

(b) Hudson Energy Corp.

 

dissolution]

 

Common Units

Common Units

 

 

 

 

 

 

 

40.

Interactive

State of

Unlimited

100 Common Units

Hudson Parent Holdings

 

Energy Group

Delaware

Common Units

 

LLC

 

LLC* (formerly

 

 

 

 

 

known as HE

 

 

 

 

 

Holdings, LLC)

 

 

 

 

 

 

 

 

 

 

41.

Drag Marketing

State of

Unlimited

1,000 Common

Hudson Parent Holdings

 

LLC*

Delaware

Common Units

Units

LLC

 

[pending

 

 

 

 

 

dissolution]

 

 

 

 

 

 

 

 

 

 

42.

Hudson Energy

State of New

Unlimited

1,000 Class A

Interactive Energy Group

 

Services LLC*

Jersey

Common Units

Membership

LLC

 

 

 

 

Interests

 

 

 

 

 

 

 

43.

Hudson Energy

England and

Unlimited

1,250,751 ordinary

Just Energy Group Inc.

 

Holdings UK

Wales

number of

shares

 

 

Limited**

 

ordinary shares

 

 

 

 

 

 

 

 

44.

Just Energy

England and

Unlimited

100 ordinary shares

Just Energy Group Inc.

 

(U.K.)

Wales

number of

 

 

 

Limited**

 

ordinary shares

 

 

 

 

 

 

 

 

45.

Fulcrum Retail

State of Texas

Unlimited

10,000,000 units

Just Energy (U.S.) Corp.

 

Holdings LLC*

 

Membership

 

 

 

 

 

Units

 

 


 

Name of

Jurisdiction

Authorized

Issued Capital

Owner of Securities

 

Obligor -

 

Capital

 

 

 

Restricted

 

 

 

 

 

Subsidiary*,

 

 

 

 

 

Unrestricted

 

 

 

 

 

Subsidiary**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

46.

Fulcrum Retail

State of Texas

Unlimited

100 units

Fulcrum Retail Holdings

 

Energy LLC*

 

Membership

 

LLC

 

 

 

Units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

47.

Tara Energy,

State of Texas

Unlimited

100 units

Fulcrum Retail Holdings

 

LLC*

 

Membership

 

LLC

 

 

 

Units

 

 

 

 

 

 

 

 

48.

Just Energy

Canada (Not

N/A

N/A

N/A

 

Foundation

for Profit)

 

 

 

 

Canada **

 

 

 

 

 

 

 

 

 

 

49.

Just Energy

State of

N/A

N/A

N/A

 

Foundation

Georgia (Not

 

 

 

 

USA, Inc. **

for Profit)

 

 

 

 

 

 

 

 

 

50.

Just Solar

State of

1,000 Common

100 Common Stock

Just Energy (U.S.) Corp.

 

Holdings Corp.*

Delaware

Stock

 

 

 

 

 

 

 

 

51.

Just Energy

Ireland

Unlimited

1 Ordinary Share

Hudson Energy Holdings

 

(Ireland)

 

Ordinary Shares

 

UK Limited

 

Limited**

 

 

 

 

 

 

 

 

 

 

52.

Just Energy

Germany

Unlimited

25,000 Ordinary

Just Energy (U.K.) Limited

 

Germany

 

Ordinary Shares

Shares

 

 

GmbH**

 

 

 

 

 

 

 

 

 

 

53.

JE Services

Canada

Unlimited

100 Common

8704104 Canada Inc.

 

Holdco I Inc.*

 

number of

Shares

 

 

 

 

Common Shares

 

 

 

 

 

 

 

 

54.

JE Services

Canada

Unlimited

100 Common

8704104 Canada Inc.

 

Holdco II Inc.*

 

number of

Shares

 

 

 

 

Common Shares

 

 

 

 

 

 

 

 

55.

JEBPO Services

India

N/A

(a)  99%

JE Services Holdco I Inc.

 

LLP*

 

 

 

 

 

 

 

 

(b) 1%

JE Services Holdco II Inc.

 

 

 

 

 

 

56.

Just Energy

Ontario

Unlimited

100 Common

Just Energy Corp.

 

Advanced

 

number of

Shares

 

 

Solutions Corp.*

 

Common Shares

 

 

 

 

 

 

 

 


 

Name of

Jurisdiction

Authorized

Issued Capital

Owner of Securities

 

Obligor -

 

Capital

 

 

 

Restricted

 

 

 

 

 

Subsidiary*,

 

 

 

 

 

Unrestricted

 

 

 

 

 

Subsidiary**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

57.

JEAS Holdings

Province of

unlimited

(a) 1 Class A Units

(a) Just Energy Corp.

 

L.P.**

Ontario

number of Class

 

 

 

 

 

A Units and

 

 

 

 

 

unlimited

 

 

 

 

 

number of Class

 

 

 

 

 

B Units

 

 

 

 

 

 

(b) 99 Class A Units

(b) Just Energy Advanced

 

 

 

 

 

Solutions Corp.

 

 

 

 

 

 

58.

Just Energy

Province of

unlimited

235,000,001

Just Energy Group Inc.

 

Finance Holding

Ontario

number of

common shares

 

 

Inc.*

 

common shares

 

 

 

 

 

 

 

 

59.

Just Energy

Hungary

N/A

1 ordinary share

Just Energy Finance

 

(Finance)

 

 

 

Holding Inc.

 

Hungary Zrt.*

 

 

 

 

 

 

 

 

 

 

60.

Filter Group

Canada

unlimited

(a) 128,245 Class A

8704104 Canada Inc.

 

Inc.**

 

number of Class

common shares

 

 

 

 

A common

(b) 128,245 Class B

 

 

 

 

shares,

common shares

 

 

 

 

unlimited

 

 

 

 

 

number of Class

 

 

 

 

 

B common

 

 

 

 

 

shares,

 

 

 

 

 

unlimited

 

 

 

 

 

number of

 

 

 

 

 

common shares,

 

 

 

 

 

unlimited

 

 

 

 

 

number of Class

 

 

 

 

 

A preferred

 

 

 

 

 

shares, and

 

 

 

 

 

unlimited

 

 

 

 

 

number of Class

 

 

 

 

 

B preferred

 

 

 

 

 

shares

 

 

 

 

 

 

 

 

61.

Filter Group

Delaware

1,500 common

100 common shares

Filter Group Inc.


 

Name of

Jurisdiction

Authorized

Issued Capital

Owner of Securities

 

Obligor -

 

Capital

 

 

 

Restricted

 

 

 

 

 

Subsidiary*,

 

 

 

 

 

Unrestricted

 

 

 

 

 

Subsidiary**

 

 

 

 

 

 

 

 

 

 

 

USA Inc.**

 

shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

62.

11929747

Canada

Unlimited

(a) 100 common

Just Energy Group Inc.

 

Canada Inc.*

 

number of

shares

 

 

 

 

common shares

 

 

 

 

 

 

 

 

 

 

 

Unlimited

(b) 210,000,000

Hudson Energy Canada

 

 

 

number of Series

Series A Preference

Corp.

 

 

 

A Preference

Shares

 

 

 

 

Shares

 

 

 

 

 

 

 

 

63.

12175592

Canada

Unlimited

10 common shares

Just Energy Group Inc.

 

Canada Inc.*

 

number of

 

 

 

 

 

common shares

 

 

 

 

 

 

 

 

64.

Just Energy

Germany

Unlimited

(a) 23,750 common

(a) Just Energy Germany

 

Deutschland

 

number of

shares

GmbH

 

GmbH**

 

common shares

(b) 1,250 common

(b) Dieter Helmut Scott

 

 

 

 

shares

 

 

 

 

 

 

 

65.

Just Energy

Barbados

Unlimited

100 common shares

Ontario Energy

 

Services

 

number of

 

Commodities Inc.

 

Limited**

 

common shares

 

 

 

 

 

 

 

 


SCHEDULE A(16)

RELEVANT JURISDICTIONS

Entity

Jurisdiction

Organizational

Location of

Address from

Chief

Registered

Books

 

 

Registration

Tangible

which

Executive

Office

and Records

 

 

Number

Property

invoices

Office

 

 

 

 

 

 

are issued

 

 

 

 

 

 

 

 

 

 

 

Just Energy

Canada

750207-9

Ontario

80

First

First

First

Group Inc.

 

 

 

Courtneypark

Canadian

Canadian

Canadian

 

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

Just Energy

Ontario

LP11837473

Ontario

80

First

First

First

Ontario L.P.

 

 

 

Courtneypark

Canadian

Canadian

Canadian

 

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

 

 

 

 

 

 

 

 

Just Energy

Ontario

1733628

Ontario

80

First

First

First

Corp.

 

 

 

Courtneypark

Canadian

Canadian

Canadian

 

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

Just Energy

Ontario

140854530

None

80

First

First

First

Trading L.P.

 

 

 

Courtneypark

Canadian

Canadian

Canadian

 

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

 

 

 

 

 

 

 

 

Just Energy

Quebec

N/A

Québec

80

First

First

First

Quebec L.P.

 

 

 

Courtneypark

Canadian

Canadian

Canadian

 

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100


Entity

Jurisdiction

Organizational

Location of

Address from

Chief

Registered

Books

 

 

Registration

Tangible

which

Executive

Office

and Records

 

 

Number

Property

invoices

Office

 

 

 

 

 

 

are issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

Just Energy

British

N/A

British

80

First

First

First

(B.C.) Limited

Columbia

 

Columbia

Courtneypark

Canadian

Canadian

Canadian

Partnership

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

 

 

 

 

 

 

 

 

Ontario Energy

Ontario

1512568

None

80

First

First

First

Commodities

 

 

 

Courtneypark

Canadian

Canadian

Canadian

Inc.

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

Just Energy

Delaware

3437441

Texas

80

5251

5251

5251

(U.S.) Corp.

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Just Energy

Manitoba

N/A

Manitoba

80

First

First

First

Manitoba L.P.

 

 

 

Courtneypark

Canadian

Canadian

Canadian

 

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1


Entity

Jurisdiction

Organizational

Location of

Address from

Chief

Registered

Books

 

 

Registration

Tangible

which

Executive

Office

and Records

 

 

Number

Property

invoices

Office

 

 

 

 

 

 

are issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Just Energy

Delaware

3698192

Illinois

80

5251

5251

5251

Illinois Corp.

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Just Energy

Delaware

3698189

Indiana

80

5251

5251

5251

Indiana Corp.

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Just Energy

Delaware

3832304

New York

80

5251

5251

5251

New York Corp.

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Just Energy

Delaware

4101099

Texas

80

5251

5251

5251

Texas I Corp.

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

 

 

 

 

 

 

 

 

Just Energy

Texas

0800661333

Texas

80

5251

5251

5251

Texas LP

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Just Energy,

Texas

0800074936

None

80

5251

5251

5251

LLC

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Just Energy

Delaware

4412363

Massachusetts

80

5251

5251

5251

Massachusetts

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

Corp.

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.


Entity

Jurisdiction

Organizational

Location of

Address from

Chief

Registered

Books

 

 

Registration

Tangible

which

Executive

Office

and Records

 

 

Number

Property

invoices

Office

 

 

 

 

 

 

are issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Just Energy

Alberta

N/A

Alberta

80

First

First

First

Alberta L.P.

 

 

 

Courtneypark

Canadian

Canadian

Canadian

 

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

 

 

 

 

 

 

 

 

Just Energy

Delaware

4659209

Pennsylvania

80

5251

5251

5251

Pennsylvania

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

Corp.

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Just Energy

Delaware

4492197

Connecticut

80

5251

5251

5251

Connecticut

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

Corp.

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Just Energy

Delaware

4675061

None

80

5251

5251

5251

Limited

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Just Energy

Delaware

3745362

Ontario

80

5251

5251

5251

Marketing Corp.

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

 

 

 

 

 

 

 

 

Universal

Ontario

1640183

Ontario

80

First

First

First

Energy

 

 

 

Courtneypark

Canadian

Canadian

Canadian

Corporation

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355


Entity

Jurisdiction

Organizational

Location of

Address from

Chief

Registered

Books

 

 

Registration

Tangible

which

Executive

Office

and Records

 

 

Number

Property

invoices

Office

 

 

 

 

 

 

are issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

Just Energy

California

C1909805

California,

80

5251

5251

5251

Solutions Inc.

 

 

Maryland,

Courtneypark

Westheimer

Westheimer

Westheimer

(formerly

 

 

Michigan,

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

known as

 

 

New Jersey,

Mississauga,

1000

1000

1000

Commerce

 

 

Ohio,

ON L5W 0B3

Houston,

Houston,

Houston,

Energy, Inc.)

 

 

Pennsylvania

 

Texas 77056

Texas 77056

Texas 77056

 

 

 

New York

 

 

 

 

 

 

 

and Nevada

 

 

 

 

 

 

 

 

 

 

 

 

Just Energy

Nova Scotia

3241239

None

80

First

First

First

Finance Canada

 

 

 

Courtneypark

Canadian

Canadian

Canadian

ULC

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

Just Energy

Delaware

3720535

Michigan

80

5251

5251

5251

Michigan Corp.

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Hudson Energy

Delaware

4113503

None

80

5251

5251

5251

Corp.

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Hudson Parent

Delaware

4135199

None

80

5251

5251

5251

Holdings LLC

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056


Entity

Jurisdiction

Organizational

Location of

Address from

Chief

Registered

Books

 

 

Registration

Tangible

which

Executive

Office

and Records

 

 

Number

Property

invoices

Office

 

 

 

 

 

 

are issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interactive

Delaware

4667879

New York,

80

5251

5251

5251

Energy Group

 

 

Texas

Courtneypark

Westheimer

Westheimer

Westheimer

LLC (formerly

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

known as HE

 

 

 

Mississauga,

1000

1000

1000

Holdings, LLC)

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Hudson Energy

New Jersey

0400015448

New York,

80

5251

5251

5251

Services LLC

 

 

Texas

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Drag Marketing

Delaware

4136040

Florida

80

5251

5251

5251

LLC

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Hudson Energy

Canada

756028-1

Ontario

80

First

First

First

Canada Corp.

 

 

 

Courtneypark

Canadian

Canadian

Canadian

 

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

 

 

 

 

 

 

 

 

Just Energy

Delaware

4887030

None

80

5251

5251

5251

Advanced

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

Solutions LLC

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas

 

 

 

 

 

 

 

770564


Entity

Jurisdiction

Organizational

Location of

Address from

Chief

Registered

Books

 

 

Registration

Tangible

which

Executive

Office

and Records

 

 

Number

Property

invoices

Office

 

 

 

 

 

 

are issued

 

 

 

 

 

 

 

 

 

 

 

Fulcrum Retail

Texas

0801141765

Texas

80

5251

5251

5251

Holdings LLC

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Fulcrum Retail

Texas

0800173077

Texas

80

5251

5251

5251

Energy LLC

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

Tara Energy,

Texas

0801157492

Texas

80

5251

5251

5251

LLC

 

 

 

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

 

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

 

Mississauga,

1000

1000

1000

 

 

 

 

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

 

 

Texas 77056

Texas 77056

Texas 77056

 

 

 

 

 

 

 

 

Just Green L.P.

Alberta

LP11326733

Alberta

80

First

First

First

 

 

 

 

Courtneypark

Canadian

Canadian

Canadian

 

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

Just Energy

Manitoba

6457364

Ontario

80

First

First

First

Prairies L.P.

 

 

 

Courtneypark

Canadian

Canadian

Canadian

 

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

 

 

 

 

 

 

 

 

Just

Canada

798857-5

Ontario

80

First

First

First

Management

 

 

 

Courtneypark

Canadian

Canadian

Canadian

Corp.

 

 

 

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

 

Mississauga,

King Street

King Street

King Street


Entity

Jurisdiction

Organizational

Location of

Address from

Chief

Registered

Books

 

 

Registration

Tangible

which

Executive

Office

and Records

 

 

Number

Property

invoices

Office

 

 

 

 

 

 

are issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

 

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

 

 

Box 355

Box 355

Box 355

 

 

 

 

 

Toronto,

Toronto,

Toronto,

 

 

 

 

 

Ontario

Ontario

Ontario

 

 

 

 

 

Canada

Canada

Canada

 

 

 

 

 

M5X 1E1

M5X 1E1

M5X 1E1

Just Solar

Delaware

5666263

5251

80

5251

5251

5251

Holdings Corp.

 

 

Westheimer

Courtneypark

Westheimer

Westheimer

Westheimer

 

 

 

Road, Ste.

Drive West,

Road, Ste.

Road, Ste.

Road, Ste.

 

 

 

1000

Mississauga,

1000

1000

1000

 

 

 

Houston,

ON L5W 0B3

Houston,

Houston,

Houston,

 

 

 

Texas 77056

 

Texas 77056

Texas 77056

Texas 77056

Just Energy

Ontario

2518801

First

80

First

First

First

Advanced

 

 

Canadian

Courtneypark

Canadian

Canadian

Canadian

Solutions Corp.

 

 

Place, 100

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

King Street

Mississauga,

King Street

King Street

King Street

 

 

 

West Suite

ON L5W 0B3

West Suite

West Suite

West Suite

 

 

 

2630, P.O.

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

Box 355

 

Box 355

Box 355

Box 355

 

 

 

Toronto,

 

Toronto,

Toronto,

Toronto,

 

 

 

Ontario

 

Ontario

Ontario

Ontario

 

 

 

Canada

 

Canada

Canada

Canada

 

 

 

M5X 1E1

 

M5X 1E1

M5X 1E1

M5X 1E1

 

 

 

 

 

 

 

 

Just Energy

Ontario

2639395

First

80

First

First

First

Finance Holding

 

 

Canadian

Courtneypark

Canadian

Canadian

Canadian

Inc.

 

 

Place, 100

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

King Street

Mississauga,

King Street

King Street

King Street

 

 

 

West, Suite

ON L5W 0B3

West, Suite

West, Suite

West, Suite

 

 

 

2630, P.O.

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

Box 355

 

Box 355

Box 355

Box 355

 

 

 

Toronto,

 

Toronto,

Toronto,

Toronto,

 

 

 

Ontario

 

Ontario

Ontario

Ontario

 

 

 

Canada

 

Canada

Canada

Canada

 

 

 

M5X 1E1

 

M5X 1E1

M5X 1E1

M5X 1E1

Just Energy

Hungary

01-10-049893

H-1062

80

H-1062

H-1062

H-1062

(Finance)

 

 

Budapest,

Courtneypark

Budapest,

Budapest,

Budapest,

Hungary Zrt.

 

 

Váci út 1-3.

Drive West,

Váci út 1-3.

Váci út 1-3.

Váci út 1-3.

 

 

 

“A” tower, 6th

Mississauga,

“A” tower,

“A” tower,

“A” tower,

 

 

 

floor

ON L5W 0B3

6th floor

6th floor

6th floor

 

 

 

 

 

 

 

First

 

 

 

 

 

 

 

Canadian

 

 

 

 

 

 

 

Place, 100

 

 

 

 

 

 

 

King Street

 

 

 

 

 

 

 

West Suite

 

 

 

 

 

 

 

2630, P.O.

 

 

 

 

 

 

 

Box 355

 

 

 

 

 

 

 

Toronto,


Entity

Jurisdiction

Organizational

Location of

Address from

Chief

Registered

Books

 

 

Registration

Tangible

which

Executive

Office

and Records

 

 

Number

Property

invoices

Office

 

 

 

 

 

 

are issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ontario

 

 

 

 

 

 

 

Canada

 

 

 

 

 

 

 

M5X 1E1

 

 

 

 

 

 

 

 

11929747 Canada

Canada

1192974-7

First

80

First

First

First

Inc.

 

 

Canadian

Courtneypark

Canadian

Canadian

Canadian

 

 

 

Place, 100

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

King Street

Mississauga,

King Street

King Street

King Street

 

 

 

West, Suite

ON L5W 0B3

West, Suite

West, Suite

West, Suite

 

 

 

2630, P.O.

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

Box 355

 

Box 355

Box 355

Box 355

 

 

 

Toronto,

 

Toronto,

Toronto,

Toronto,

 

 

 

Ontario

 

Ontario

Ontario

Ontario

 

 

 

Canada

 

Canada

Canada

Canada

 

 

 

M5X 1E1

 

M5X 1E1

M5X 1E1

M5X 1E1

12175592 Canada

Canada

1217559-2

First

80

First

First

First

Inc.

 

 

Canadian

Courtneypark

Canadian

Canadian

Canadian

 

 

 

Place, 100

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

King Street

Mississauga,

King Street

King Street

King Street

 

 

 

West, Suite

ON L5W 0B3

West, Suite

West, Suite

West, Suite

 

 

 

2630, P.O.

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

Box 355

 

Box 355

Box 355

Box 355

 

 

 

Toronto,

 

Toronto,

Toronto,

Toronto,

 

 

 

Ontario

 

Ontario

Ontario

Ontario

 

 

 

Canada

 

Canada

Canada

Canada

 

 

 

M5X 1E1

 

M5X 1E1

M5X 1E1

M5X 1E1

 

 

 

 

 

 

 

 

JE Services

Canada

994141-0

First

80

First

First

First

Holdco I Inc.

 

 

Canadian

Courtneypark

Canadian

Canadian

Canadian

 

 

 

Place, 100

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

King Street

Mississauga,

King Street

King Street

King Street

 

 

 

West, Suite

ON L5W 0B3

West, Suite

West, Suite

West, Suite

 

 

 

2630, P.O.

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

Box 355

 

Box 355

Box 355

Box 355

 

 

 

Toronto,

 

Toronto,

Toronto,

Toronto,

 

 

 

Ontario

 

Ontario

Ontario

Ontario

 

 

 

Canada

 

Canada

Canada

Canada

 

 

 

M5X 1E1

 

M5X 1E1

M5X 1E1

M5X 1E1

JE Services

Canada

994143-6

First

80

First

First

First

Holdco II Inc.

 

 

Canadian

Courtneypark

Canadian

Canadian

Canadian

 

 

 

Place, 100

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

King Street

Mississauga,

King Street

King Street

King Street

 

 

 

West, Suite

ON L5W 0B3

West, Suite

West, Suite

West, Suite

 

 

 

2630, P.O.

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

Box 355

 

Box 355

Box 355

Box 355

 

 

 

Toronto,

 

Toronto,

Toronto,

Toronto,

 

 

 

Ontario

 

Ontario

Ontario

Ontario

 

 

 

Canada

 

Canada

Canada

Canada

 

 

 

M5X 1E1

 

M5X 1E1

M5X 1E1

M5X 1E1

 

 

 

 

 

 

 

 


Entity

Jurisdiction

Organizational

Location of

Address from

Chief

Registered

Books

 

 

Registration

Tangible

which

Executive

Office

and Records

 

 

Number

Property

invoices

Office

 

 

 

 

 

 

are issued

 

 

 

 

 

 

 

 

 

 

 

JEBPO Services

India

AAI-4133

Ground Floor,

80

Ground

Ground

First

LLP

 

 

Block 2B

Courtneypark

Floor, Block

Floor, Block

Canadian

 

 

 

(Hibiscus)

Drive West,

2B

2B

Place, 100

 

 

 

Tower 3

Mississauga,

(Hibiscus)

(Hibiscus)

King Street

 

 

 

Embassy

ON L5W 0B3

Tower 3

Tower 3

West, Suite

 

 

 

Tech Village

 

Embassy

Embassy

2630, P.O.

 

 

 

(SEZ), Outer

 

Tech Village

Tech Village

Box 355

 

 

 

Ring Road

 

(SEZ), Outer

(SEZ), Outer

Toronto,

 

 

 

Bengaluru

 

Ring Road

Ring Road

Ontario

 

 

 

Bangalore

 

Bengaluru

Bengaluru

Canada

 

 

 

KA 560103

 

Bangalore

Bangalore

M5X 1E1

 

 

 

IN

 

KA 560103

KA 560103

 

 

 

 

 

 

IN

IN

 

8704104 Canada

Canada

8704104

First

80

First

First

First

Inc.

 

 

Canadian

Courtneypark

Canadian

Canadian

Canadian

 

 

 

Place, 100

Drive West,

Place, 100

Place, 100

Place, 100

 

 

 

King Street

Mississauga,

King Street

King Street

King Street

 

 

 

West, Suite

ON L5W 0B3

West, Suite

West, Suite

West, Suite

 

 

 

2630, P.O.

 

2630, P.O.

2630, P.O.

2630, P.O.

 

 

 

Box 355

 

Box 355

Box 355

Box 355

 

 

 

Toronto,

 

Toronto,

Toronto,

Toronto,

 

 

 

Ontario

 

Ontario

Ontario

Ontario

 

 

 

Canada

 

Canada

Canada

Canada

 

 

 

M5X 1E1

 

M5X 1E1

M5X 1E1

M5X 1E1


SCHEDULE A(18)

INTELLECTUAL PROPERTY

Trademarks

TRADEMARK

ENTITY

COUNTRY

APPLICATION /

 

 

 

REGISTRATION

 

 

 

NUMBER

 

 

 

 

ONTARIO ENERGY

Just Energy Group Inc.

Canada

TMA619698

SAVINGS CORP. &

 

 

 

FLAG Design

 

 

 

 

 

 

 

THE ENERGY

Just Energy Group Inc.

Canada

TMA688634

SAVINGS GROUP &

 

 

 

Design

 

 

 

 

 

 

 

JUST ENERGY &

Just Energy Group Inc.

Canada

TMA768038

DESIGN

 

 

 

 

 

 

 

JUST ENERGY

Just Energy Group Inc.

Canada

TMA775273

 

 

 

 

JUST ENERGY

Just Energy Group Inc.

Canada

TMA774244

 

 

 

 

JUST ENERGY GROUP

Just Energy Group Inc.

Canada

TMA821985

 

 

 

 

JUSTGREEN

Just Energy Group Inc.

Canada

TMA800468

 

 

 

 

JUSTCLEAN

Just Energy Group Inc.

Canada

TMA800467

 

 

 

 

JUSTREWARDS

Just Energy Group Inc.

Canada

TMA840225

 

 

 

 

COMMERCE ENERGY

Just Energy Group Inc.

Canada

TMA834723

 

 

 

 

GIVING YOU THE

Universal Energy

Canada

TMA731578

POWER TO SAVE

Corporation

 

 

 

 

 

 

UNIVERSAL ENERGY

Universal Energy

Canada

TMA673419

 

Corporation

 

 

 

 

 

 

PRICE PROTECTION

Universal Energy

Canada

TMA709610

PLUS

Corporation

 

 

 

 

 

 

FIGHT BACK

Universal Energy

Canada

TMA709609

AGAINST HIGH

Corporation

 

 

ENERGY PRICES

 

 

 

 

 

 

 

UNIVERSAL POWER

Universal Energy

Canada

TMA725654

 

Corporation

 

 

 

 

 

 

HUDSON ENERGY

Hudson Energy Canada

Canada

TMA826363

 

Corp.

 

 

 

 

 

 

PREDICT-A-BILL

Just Energy Group Inc.

Canada

TMA840682

 

 

 

 


TRADEMARK

ENTITY

COUNTRY

APPLICATION /

 

 

 

REGISTRATION

 

 

 

NUMBER

 

 

 

 

 

 

 

 

TARA ENERGY

Just Energy Group Inc.

Canada

TMA887538

 

 

 

 

ENERGY MADE EASY

Just Energy Group Inc.

Canada

TMA905281

 

 

 

 

CLIMATE SAVER

Just Energy Group Inc.

Canada

TMA840226

 

 

 

 

TERRAPASS DESIGN

Just Energy Advanced

Canada

TMA1041029

 

Solution LLC

 

 

 

 

 

 

TERRAPASS

Just Energy Advanced

Canada

TMA755982

 

Solution LLC

 

 

 

 

 

 

JUST ENERGY

Just Energy Group Inc.

USA

3848587

 

 

 

 

JUST ENERGY

Just Energy Group Inc.

USA

3666093

 

 

 

 

JUST ENERGY GROUP

Just Energy Group Inc.

USA

4187070

 

 

 

 

FLOWER DESIGN

Just Energy Group Inc.

USA

3861733

 

 

 

 

TARA ENERGY

Just Energy Group Inc.

USA

88787615

 

 

 

 

JUSTGREEN

Just Energy Group Inc.

USA

3905420

 

 

 

 

TERRAPASS DESIGN

Just Energy Advanced

USA

5323333

 

Solution LLC

 

 

 

 

 

 

TERRAPASS

Just Energy Advanced

USA

5323332

 

Solution LLC

 

 

 

 

 

 

HUDSON ENERGY

Hudson Energy Services

USA

3950313

 

LLC

 

 

 

 

 

 

TARA ENERGY

Tara Energy, LLC

USA

3001649

 

 

 

 

SMART PREPAID

Tara Energy, LLC

USA

4022479

ELECTRIC

 

 

 

 

 

 

 

Patents

PATENT

ENTITY

COUNTRY

APPLICATION

 

 

 

NUMBER

 

 

 

 

Automatically

Hudson Energy

USA

11/856005

refreshing tailored

Services LLC

 

 

pricing for retail

 

 

 

energy market

 

 

 

 

 

 

 

 

 

 

 

Determining tailored

Hudson Energy

USA

11/856001

pricing for retail

Services LLC

 

 

energy market

 

 

 


PATENT

ENTITY

COUNTRY

APPLICATION

 

 

 

NUMBER

 

 

 

 

 

 

 

 

Tailored pricing for

Hudson Energy

PCT

PCT/US2008/074923

retail energy market

Services LLC

 

 

 

 

 

 

Water filtration

Filter Group Inc.

Canada

2999315

apparatus with

 

 

 

improved filter

 

 

 

cartridge housing and

 

 

 

distributor

 

 

 

 

 

 

 

Water filtration

Filter Group Inc.

USA

15/911001

apparatus with top-

 

 

 

loading filter cartridge

 

 

 

housing

 

 

 

 

 

 

 


SCHEDULE A(21)

ENVIRONMENTAL REPORTS

Nil.


Schedule B

Supplemental Covenants

(See attached)


SCHEDULE B

Covenants

During the Accommodation Period and except as otherwise permitted by the prior written consent of the Lenders, each Borrower will and will cause each other Obligor to do the following:

(1)         Timely Payment Make due and timely payment of the Obligations required to be paid by it under this Agreement.

(2)        Conduct of Business, Maintenance of Existence, Compliance with Laws Subject to any necessary Order or authorization of the Court, (a) engage in business of the same general type as now conducted by it; (b) carry on and conduct its business and operations in a proper, efficient and businesslike manner, in accordance with good business practice; (c) except as otherwise permitted by the CCAA Proceedings, preserve, renew and keep in full force and effect its existence; (d) take all action necessary to maintain all material registrations, material licenses, material rights, material privileges and franchises necessary or desirable in the normal conduct of its business; and (e) comply in all material respects with all Requirements of Law, including without limitation, Requirements of Environmental Law.

(3)         Insurance Maintain or cause to be maintained with reputable insurers, coverage against risk of loss or damage to its Property (including public liability and damage to property of third parties), business interruption insurance, fire and extended peril insurance and boiler and machinery insurance of such types as is customary for and would be maintained by a corporation with an established reputation engaged in the same or similar business in similar locations and provide to the Agent, on an annual basis, if requested, evidence of such coverage.

(4)         Notice of Termination Event Promptly notify the Agent of any Termination Event hereunder that would apply to it or to any Obligor of which it becomes aware.

(5)         Notice of Material Adverse Effect Promptly notify the Agent of any condition (financial or otherwise), event or change in its or any other Obligor’s business, liabilities, operations, results of operations, assets or prospects which would reasonably be expected to have a Material Adverse Effect.

(6)         Other Notices Promptly, upon having knowledge, give notice to the Agent of:

(a)         any violation of any Applicable Law, which does or could reasonably be expected to have a Material Adverse Effect;

(b)         any termination or expiration of or default under a Material Contract or Material Licence;

(c)         any damage to or destruction of any property, real or personal, of any Obligor having a replacement cost in excess of $2,500,000;

(d)        the receipt of insurance proceeds by any Obligor in excess of $2,500,000;

(e)         any change in the regulatory framework relating to the energy market which is materially adverse to the Business or could reasonably be expected to be materially adverse to the Business with the passage of time;

(f)         any Lien registered against any property or assets of any Obligor, other than a Permitted Lien (as defined in the DIP Term Sheet);

(g)         any entering into of a Material Contract or Material Licence, together with a true copy thereof;

(h)        any assignment of a Material Contract by the counterparty thereto; or

(i)         the delivery by ERCOT (as defined in the Intercreditor Agreement) of any settlement proposals in connection with the “black swan” weather events that occurred in the State of Texas in February 2021, together with a true copy thereof.


(7)        Computer Software Own or license for use or otherwise maintain the right to use all of the material software necessary to conduct its businesses and in all material respects, properly maintain and keep in good working order for the purposes of on-going operation, all Computer Equipment owned or used by an Obligor and necessary for the conduct of business, subject to ordinary wear and tear for Computer Equipment of comparable age and lost or damaged Computer Equipment replaced or repaired to the extent required to conduct its Business.

(8)         Intellectual Property Maintain rights sufficient for it to use all the Intellectual Property reasonably necessary for the conduct of its business and not knowingly infringe or misappropriate in any material way the intellectual property rights of any other Person.

(9)         Environmental Compliance Operate its business in compliance in all material respects with all applicable material Requirements of Environmental Laws and operate all Property owned, leased or otherwise occupied by it with a view to ensuring that no material obligation, including a clean-up or remedial obligation, will arise in respect of an Obligor under any Requirements of Environmental Law; provided however, that if any such obligation arises, the applicable Obligor will promptly satisfy or contest such obligation at its own cost and expense. It will promptly notify the Lender, to the extent not disclosed as of the date hereof, upon (i) learning of the existence of Hazardous Substance located on, above or below the surface of any land which it owns, leases, operates, occupies or controls (except those being stored, used or otherwise handled in substantial compliance with applicable Requirements of Environmental Law), or contained in the soil or water constituting such land and (ii) the occurrence of any lawfully reportable release, spill, leak, emission, discharge, leaching, dumping or disposal of Hazardous Substances that has occurred on or from such land which, in either case, is likely to result in liability under Requirements of Environmental Law.

(10)       Maintenance of Property Subject to any necessary CCAA Order or authorization of the Canadian Court, keep all Property necessary in its business in good working order and condition, normal wear and tear excepted, save for lost or damaged Property replaced or repaired to the extent required to conduct its Business.

(11)        ERISA Matters

(a)          Maintain each ERISA Plan in compliance in all material respects with all applicable Requirements of Law;

(b)         refrain from adopting, participating in or becoming obligated with respect to any US Pension Plan or multiemployer plan as defined in Section 4001(a)(3) of ERISA without the prior written consent of the Agent (at the direction of the Majority Lenders); and

(c)         promptly notify the Agent on becoming aware of (i) the institution of any steps by any Person to terminate any US Pension Plan, (ii) the failure of any Obligor to make a required contribution to any US Pension Plan if such failure is sufficient to give rise to an Lien under Section 303(k) of ERISA, (iii) the taking of any action with respect to a US Pension Plan which is reasonably likely to result in the requirement that any Obligor furnish a bond or other security to the US Pension Benefit Guaranty Corporation under ERISA or such Pension Plan, or (iv) the occurrence of any event with respect to any ERISA Plan which is reasonably likely to result in any Obligor incurring any liability, fine or penalty in excess of $5,000,000, and following notice to the Agent thereof, provide copies of all documentation relating thereto if requested by the Agent or any Lender.

(12)       Canadian Pension Plans

(a)          maintain each Canadian Pension Plan in compliance in all material respects with all applicable Requirements of Law;

(b)          refrain from adopting, participating in or becoming obligated with respect to any Specified Canadian Pension Plan; and

(c)         promptly notify the Agent on becoming aware of (i) the institution of any steps by any Person to terminate any Canadian Pension Plan, (ii) the failure of any Obligor to make a required contribution to any Canadian Pension Plan if such failure is sufficient to give rise to a deemed trust or lien under applicable pension benefits standards laws, or (iii) the occurrence of any event with respect to any Canadian Pension Plan or Canadian Welfare Plan which is reasonably likely to result in any Obligor incurring any liability, fine or penalty in excess of $5,000,000, and following notice to the Agent thereof, provide copies of all documentation relating thereto if requested by the Agent or any Lender.


(13)        Employee Benefit and Welfare Plans Maintain all employee benefit and Canadian Welfare Plans relating to the Business in compliance in all material respects with all Applicable Laws and ensure that all premiums and payments relating to employee benefits and pensions are paid as due.

(14)       Additional Information Promptly provide the Agent, upon receipt thereof, with copies of all “management letters” or other material letters submitted by independent public accountants in connection with audited financial statements described in Section 18 of this Schedule B raising issues associated with the audit of the Obligors.

(15)       ERCOT Related Settlements; Priority Commodity/ISO Charge On Thursday of each week, for the immediately preceding Friday, provide an estimate of (i) ERCOT related settlements in connection with the “black swan” weather events that occurred in the State of Texas in February 2021 and (ii) the amount of the Priority Commodity/ISO Charge.

(16)       LDC Agreements Promptly provide to the Agent copies of any notices received from LDCs in connection with any collections, services, agreements or any Transportation Agreements, requests to increase the billing service amount under any Collection Services Agreements, offsets or material matters under any LDC Agreement, in each case which would reasonably be expected to have a Material Adverse Effect.

(17)       Reporting Requirements Except as otherwise permitted by the prior written consent of the Agent (at the discretion of the Majority Lenders), the Obligors will:

(a)          Annual Reports As soon as available and in any event within 120 days after the end of each Fiscal Year, cause to be prepared and delivered to the Agent the audited consolidated financial statements of JustEnergy, including, without limitation, a balance sheet, statement of equity, income statement and cash flow statement, certified by the chief financial officer of JustEnergy.

(b)         Quarterly Reports

(i)          As soon as available and in any event within 60 days of the end of each of its first three Fiscal Quarters of each Fiscal Year, cause to be prepared and delivered to the Agent as at the end of such Fiscal Quarter the unaudited interim consolidated financial statements of JustEnergy, including, in each case and without limitation, an income statement, balance sheet and cash flow statement certified by the chief financial officer of JustEnergy.

(ii)         As soon as available and in any event within 60 days of the end of each Fiscal Quarter (including the fourth Fiscal Quarter), cause to be prepared and delivered to the Agent as at the end of such Fiscal Quarter the unaudited financial statements of the Borrowers prepared on a Modified Consolidated Basis, including, in each case and without limitation, an income statement, balance sheet and cash flow statement, certified by the chief financial officer of JustEnergy.

(c)          Compliance Certificate Concurrently with the delivery of the financial statements referred to in Sections 18(a) and (b) above, provide the Agent with a copy of the Compliance Certificate (as defined in the DIP Term Sheet) provided to the DIP Agent (as defined in the DIP Term Sheet).

(d)         Business Plan Within 90 days of the Filing Date, deliver to the Agent a copy of the business plan delivered to the DIP Lenders in connection with the DIP Facility.

(e)        Supply/Demand Projection Within 30 days of the end of each Fiscal Quarter, cause to be prepared and delivered to the Agent a supply vs. demand summary in respect of the Obligors’ projected next 12 months and the next 36 months anticipated Available Supply and Supply Commitments for natural gas, electricity and JustGreen Products, separately.

(f)        Hedging Exposure As soon as practicable and in any event within 30 days after the end of each Fiscal Quarter, provide to the Agent a report containing a summary of all outstanding hedging positions for all Hedges with Lender Hedge Providers (whether positive or negative) measured on a marked-to-market basis aggregated by product type (Commodity Hedge, Interest Rate Hedge, Currency Hedge or Equity Hedge) and in event


            that the Threshold Amount is exceeded, such reports will be provided by the Canadian Borrower to the Agent on a weekly basis.

(g)       Marked to Market Calculation As soon as available, and in any event within 10 Business Days after the end of each month, deliver to the Agent the Canadian Borrower’s good faith calculation of the marked-to-market exposure under its Supplier Contracts.

(h)      Portfolio Report As soon as available and in any event within 30 days of the end of each Fiscal Quarter, cause to be prepared and delivered to the Agent a portfolio report (substantially in the form of the report attached to the Credit Agreement as Schedule 9.03(9)), which report shall include the Canadian Borrower’s good faith calculation of the marked-to-market exposure for each of the following categories: Canadian gas, US gas, Canadian power and US power.

(i)       Priority Supplier Payables As soon as available, and in any event within 10 Business Days after the end of each month, furnish to the Agent a Priority Supplier Payables Certificate setting out the Priority Supplier Payables as at the last day of the month just ended.

(j)        Risk Management Policy Promptly notify the Agent of any material changes or modifications to the risk management and hedging policy of the Obligors from that in effect on the date hereof and promptly provide a copy of such change or modification.

(k)       Gross Margin Calculation As soon as available, and in any event within 60 days after the end of each Fiscal Quarter, furnish to the Agent a certificate setting out the calculation of the Gross Margin as at the last day of the Fiscal Quarter just ended.

(l)       DIP Facility Reporting Concurrently deliver to the Agent (for distribution to the Lenders) when delivered to the DIP Agent (or any DIP Lender) copies of all Cash Flow Statements and other reporting documents, reports and notices contractually required to be delivered to the DIP Agent pursuant to the DIP Facility (including any variance reports); provided, however, for the avoidance of doubt, that the Lenders will not have any right to approve or deny any of the Cash Flow Statements. The foregoing undertaking to deliver to the Agent reporting documents required to be delivered to the DIP Agent under the DIP Facility shall survive the termination of the DIP Facility so long as the Accommodation Period has not been terminated.

(m)      Lender Calls Provide (through the Obligors’ counsel and/or other advisors) the Agent and the Lenders with regular status updates on the CCAA Proceedings, the Chapter 15 Proceedings and potential restructuring transactions in the form of a conference call among JustEnergy, the Agent, the Lenders, Lenders’ Counsel and the Consultant, on Wednesday of every other week (or such other day as reasonably agreed to by the Agent and Obligors), commencing on March 24, 2021; provided, that upon the reasonable written request of the Agent (which request shall be made at least twenty-four (24) hours before any such update call), representatives from the management team of the Obligors will join any such update call.


Exhibit 10.8

Court File No. CV-21-00658423-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT,

R.S.C. 1985, c. C-36, AS AMENDED

IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF
JUST ENERGY GROUP INC., JUST ENERGY CORP., ONTARIO ENERGY
COMMODITIES INC., UNIVERSAL ENERGY CORPORATION, JUST ENERGY
FINANCE CANADA ULC, HUDSON ENERGY CANADA CORP., JUST
MANAGEMENT CORP., 11929747 CANADA INC., 12175592 CANADA INC., JE
SERVICES HOLDCO I INC., JE SERVICES HOLDCO II INC., 8704104 CANADA INC.,
JUST ENERGY ADVANCED SOLUTIONS CORP., JUST ENERGY (U.S.) CORP., JUST
ENERGY ILLINOIS CORP., JUST ENERGY INDIANA CORP., JUST ENERGY
MASSACHUSETTS CORP., JUST ENERGY NEW YORK CORP., JUST ENERGY
TEXAS I CORP., JUST ENERGY, LLC, JUST ENERGY PENNSYLVANIA CORP.,
JUST ENERGY MICHIGAN CORP., JUST ENERGY SOLUTIONS INC., HUDSON
ENERGY SERVICES LLC, HUDSON ENERGY CORP., INTERACTIVE ENERGY
GROUP LLC, HUDSON PARENT HOLDINGS LLC, DRAG MARKETING LLC, JUST
ENERGY ADVANCED SOLUTIONS LLC, FULCRUM RETAIL ENERGY LLC,
FULCRUM RETAIL HOLDINGS LLC, TARA ENERGY, LLC, JUST ENERGY
MARKETING CORP., JUST ENERGY CONNECTICUT CORP., JUST ENERGY
LIMITED, JUST SOLAR HOLDINGS CORP. AND JUST ENERGY (FINANCE)
HUNGARY ZRT.

APPLICANTS

PLAN OF COMPROMISE AND ARRANGEMENT
pursuant to the Companies’ Creditors Arrangement Act
concerning, affecting and involving the Applicants and the partnerships listed in
Schedule “A” hereto.

May 26, 2022


TABLE OF CONTENTS

Article 1

INTERPRETATION

2

1.1

Definitions

2

1.2

Certain Rules of Interpretation

25

1.3

Date and Time for any Action

26

1.4

Successors and Assigns

27

1.5

Governing Law

27

1.6

Schedules

27

Article 2

PURPOSE AND EFFECT OF THE PLAN

27

2.1

Purpose

27

2.2

Persons Affected

28

2.3

Persons Not Affected

28

2.4

Equity Claimants

28

2.5

Treatment of Employment Agreements

28

2.6

Management Incentive Plan

28

Article 3

CLASSIFICATION AND TREATMENT OF CREDITORS AND RELATED MATTERS

29

3.1

Claims Procedure

29

3.2

Classification of Creditors

29

3.3

Meetings

29

3.4

Affected Claims of the General Unsecured Creditors

29

3.5

Affected Claims of the Secured Creditor Class

32

3.6

Treatment of the BP Commodity / ISO Services Claims

32

3.7

Treatment of De Minimis Claims

32

3.8

Unaffected Claims

33

3.9

New Equity Offering

33

3.10

Transferred Claims

35

3.11

Extinguishment of Claims

35

3.12

Guarantees and Similar Covenants

36

3.13

Set-Off

36

Article 4

PLAN IMPLEMENTATION FUND

36

4.1

Plan Implementation Fund

36

4.2

Administrative Expense Reserve and Other Fees and Expenses

36

Article 5

DISTRIBUTIONS, PAYMENTS AND TREATMENT OF CLAIMS

37

5.1

Distributions Generally

37

5.2

Distributions to the General Unsecured Creditors

37

5.3

Distributions of the New Shares

38

5.4

Distributions, Payments and Settlements of Unaffected Claims

40

5.5

Distributions in respect of Transferred Claims

42

5.6

Treatment of Undeliverable Distributions

42

5.7

Currency

43

5.8

Allocation of Payments and Distributions

43

5.9

Interest

43


5.10

Tax Matters

43

5.11

Priority Claims

43

5.12

Fractional Interests

44

5.13

Calculations

44

5.14

Cancellation

44

5.15

Modifications to Distribution Mechanics

44

Article 6

RESTRUCTURING TRANSACTION

44

6.1

Corporate Actions

44

6.2

Effective Date Transactions

45

6.3

Issuances Free and Clear

45

Article 7

REGULATORY MATTERS

45

7.1

Competition Act and Investment Canada Act Approval

45

7.2

Antitrust Approvals

46

7.3

Regulatory Approvals

46

7.4

Transaction Regulatory Approvals

46

7.5

Competitively Sensitive Information

47

7.6

No Divestitures or Material Operating Restrictions

47

Article 8

RELEASES

47

8.1

Third-Party Releases

47

8.2

Debtor Releases

48

8.3

Limitation on Insured Claims

49

8.4

Injunctions

49

8.5

Exculpation

49

8.6

Consenting Parties

50

8.7

Compromise of Claims under Section 19(2) of the CCAA

50

Article 9

COURT SANCTION

51

9.1

Application for Sanction Order

51

9.2

Sanction Order

51

Article 10

CONDITIONS PRECEDENT AND IMPLEMENTATION

53

10.1

Conditions Precedent to Implementation of the Plan

53

10.2

Monitor’s Certificate

56

Article 11

GENERAL

56

11.1

Binding Effect

56

11.2

Waiver of Defaults

57

11.3

Claims Bar Date

58

11.4

Preferential Transactions

58

11.5

Deeming Provisions

58

11.6

Non-Consummation

58

11.7

Amendments to the Plan Prior to Approval

59

11.8

Amendments to the Plan Following Approval

59

11.9

Paramountcy

59

11.10

Severability of Plan Provisions

60


11.11

The Monitor

60

11.12

Different Capacities

61

11.13

Authority and Reliance Upon Consent

61

11.14

Notices

62

11.15

Further Assurances

64


PLAN OF COMPROMISE AND ARRANGEMENT

WHEREAS:

(A)Just Energy Group Inc. (“JEGI”), Just Energy Corp., Ontario Energy Commodities Inc., Universal Energy Corporation, Just Energy Finance Canada ULC, Hudson Energy Canada Corp., Just Management Corp., Just Energy Finance Holding Inc. (“JEFH”), 11929747 Canada Inc., 12175592 Canada Inc., JE Services Holdco I Inc., JE Services Holdco II Inc., 8704104 Canada Inc., Just Energy Advanced Solutions Corp., Just Energy (U.S.) Corp. (“JEUS”), Just Energy Illinois Corp, Just Energy Indiana Corp., Just Energy Massachusetts Corp., Just Energy New York Corp., Just Energy Texas I Corp., Just Energy, LLC, Just Energy Pennsylvania Corp., Just Energy Michigan Corp., Just Energy Solutions Inc., Hudson Energy Services LLC, Hudson Energy Corp., Interactive Energy Group LLC, Hudson Parent Holdings LLC, Drag Marketing LLC, Just Energy Advanced Solutions LLC, Fulcrum Retail Energy LLC, Fulcrum Retail Holdings LLC, Tara Energy, LLC, Just Energy Marketing Corp., Just Energy Connecticut Corp., Just Energy Limited, Just Solar Holdings Corp., and Just Energy (Finance) Hungary Zrt. (collectively, the “Initial Applicants”, and the Initial Applicants other than JEFH, the “Applicants”) are debtor companies under the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”).

(B)On March 9, 2021 (the “Filing Date”), the Ontario Superior Court of Justice (Commercial List) (the “Court”) issued an Order (as amended and restated on March 17, 2021 and May 26, 2021, and as it may be further amended, restated, varied and/or supplemented from time to time, the “Initial Order”) commencing a proceeding pursuant to the CCAA (the “CCAA Proceeding”) in respect of the Initial Applicants and the partnerships listed on Schedule “A” hereto (collectively, other than JEFH, the “Just Energy Entities”).

(C) On the Filing Date, JEGI, as authorized foreign representative, commenced a recognition proceeding (the “Chapter 15 Proceeding”) on behalf of the Initial Applicants pursuant to Chapter 15, Title 11 of the United States Code (“Chapter 15”), and on April 2, 2021, the United States Bankruptcy Court for the District of Texas (the “U.S. Court”) granted an Order giving full force and effect to the Initial Order in the United States.

(D)On January 22, 2022, JEFH was dissolved pursuant to an Order of the Court in the CCAA Proceeding dated November 10, 2021.

(E)The Applicants hereby propose and present this plan of compromise and arrangement (the “Plan”) under and pursuant to the CCAA and, as applicable, the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the “CBCA”), to, among other things, implement a restructuring of the Just Energy Entities and ensure the continuation of the Just Energy Entities and their business.


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ARTICLE 1

INTERPRETATION

1.1

Definitions

In the Plan, unless otherwise stated or unless the subject matter or context otherwise requires:

1145 Securities” means New Shares issued in reliance on Section 1145.

4(a)(2) Securities” has the meaning ascribed thereto in Section 5.3(g).

Accepted Claim” means any Affected Claim of a Creditor, as finally determined in accordance with the Claims Procedure Order, any other Order of the Court in the CCAA Proceeding or the U.S. Court in the Chapter 15 Proceeding, and/or the Plan.

Additional Backstop Parties” has the meaning ascribed thereto in the Backstop Commitment Letter and “Additional Backstop Party” means any one of the Additional Backstop Parties.

Administration Charge” has the meaning ascribed thereto in the Initial Order.

Administrative Expense Reservemeans the amount of $1,900,000.

Advance Ruling Certificate” means an advance ruling certificate issued by the Commissioner pursuant to section 102 of the Competition Act with respect to the transactions contemplated by the Plan.

Adversary Proceeding” means the adversary proceeding commenced on November 12, 2021 by JEGI, Just Energy Texas LP, Fulcrum Retail Energy LLC and Hudson Energy Services LLC against Electric Reliability Council of Texas, Inc. and the Public Utility Commission of Texas.

Affected Claim” means any Claim other than an Unaffected Claim.

Affected Creditor” means a holder of an Affected Claim, but only with respect to and to the extent of such Affected Claim.

Affiliate” of any Person shall mean any Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided, that, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For greater certainty, an Affiliate of a Person shall include such Person’s investment funds and managed accounts and any funds managed or directed by the same investment advisor.

Antitrust Approval” means any approval, clearance, filing or expiration or termination of a waiting period pursuant to which a transaction would be deemed to be unconditionally approved in relation to the transactions contemplated by the Plan under any Antitrust Law of any country or jurisdiction that the Just Energy Entities and the Plan Sponsor may agree, each acting reasonably, is required, other than the Competition Act Approval.


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Antitrust Laws” means all Applicable Laws, including any antitrust, competition or trade regulation laws, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening or preventing competition through merger or acquisition.

Applicable Law” means any law (including any principle of civil law, common law or equity), statute, Order, decree, judgment, rule, regulation, ordinance or other pronouncement having the effect of law, whether in Canada, the United States or any other country, or any domestic or foreign state, county, province, city or other political subdivision of any Governmental Entity.

Applicants” has the meaning ascribed thereto in the recitals, and “Applicant” means any one of the Applicants.

Assessments” has the meaning ascribed thereto in the Claims Procedure Order.

Authorization Order” means the Order of the Court in the CCAA Proceeding that, among other things, approves the Support Agreement and the Backstop Commitment Letter and seals certain portions of the Support Agreement and the Backstop Commitment Letter, which Order may form part of the Meetings Order, as same may be further amended, restated or varied from time to time, and in all such cases such Order shall be in form and substance reasonably acceptable to the Just Energy Entities, the Credit Facility Lenders, Shell and the Plan Sponsor.

Authorization Recognition Order” means the Order entered by the U.S. Court in the Chapter 15 Proceeding recognizing and enforcing the Authorization Order in the Chapter 15 Proceeding, which Order may form part of the Meetings Recognition Order, as same may be further amended, restated or varied from time to time, and in all such cases such Order shall be in form and substance reasonably acceptable to the Just Energy Entities, the Credit Facility Lenders and the Plan Sponsor.

Backstop Commitment Fee Shares” means 10% of the total New Common Shares, subject to dilution by the equity issued or issuable pursuant to the MIP, which will be issued to the Initial Backstop Parties and, if applicable, Additional Backstop Parties (or their permitted designees) in each case on the Effective Date pursuant to the Backstop Commitment Letter and the Plan.

Backstop Commitment Letter” means the backstop commitment letter dated as of May 12, 2022 among New Just Energy Parent and the Backstop Parties, as may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with the terms thereof.

Backstop Party” has the meaning ascribed thereto in the Backstop Commitment Letter, and “Backstop Parties” means all of them.

Backstop Party’s Commitments” means the commitments of the Backstop Parties to subscribe for any Backstopped Shares subject to the terms and conditions of the Backstop Commitment Letter.

Backstopped Sharesmeans, collectively, the Unsubscribed New Equity and the Defaulted Subscription Shares.


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Beneficial Subordinated Note Claim Holder” means any beneficial holder of the Subordinated Note Claim as of the Record Date, in such capacity, and “Beneficial Subordinated Note Claim Holders” means all of them.

Beneficial Term Loan Claim Holder” means any beneficial holder of the Term Loan Claim as of the Term Loan Record Date, in such capacity, and “Beneficial Term Loan Claim Holders” means all of them.

BIA” means the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended.

BP Commodity / ISO Services Claim” means all Pre-Filing Claims of BP Canada Energy Group ULC and BP Energy Company, which shall be Accepted Claims for the purposes of this Plan in the aggregate principal amounts of US$229,461,558.59 and $170,652.60, plus all accrued and unpaid interest thereon through to and including the Effective Date.

BP Commodity/ISO Services Claimholder” means CBHT Energy I LLC, in its capacity as assignee from BP Canada Energy Group ULC and BP Energy Company of the BP Commodity/ISO Services Claim, or such other Person that the BP Commodity/ISO Services Claim may be assigned to in accordance with the terms of the Claims Procedure Order.

Business Day” means a day, other than a Saturday, Sunday or a statutory holiday, on which banks are generally open for business in Toronto, Ontario and New York, New York.

Canadian Securities Commissions” means, collectively, the applicable securities commissions or regulatory authorities in each of the provinces and territories of Canada.

Canadian Securities Laws” means, collectively, and, as the context may require, the applicable securities laws of each of the provinces and territories of Canada, and the respective regulations and rules made under those securities laws together with all applicable published policy statements, instruments, blanket orders, and rulings of the Canadian Securities Commissions and all discretionary orders or rulings, if any, of the Canadian Securities Commissions made in connection with the transactions contemplated by the Plan together with applicable published policy statements of the Canadian Securities Administrators, as the context may require.

Cash Management Charge” has the meaning ascribed thereto in the Initial Order.

Cash Management Obligations” has the meaning ascribed thereto in the Initial Order.

Cash on Hand” means all cash and cash equivalents (including marketable securities and short-term investments) of the Just Energy Entities, excluding amounts posted as collateral immediately prior to the Effective Time.

Causes of Action” means any action, claim, cross-claim, third-party claim, damage, judgment, cause of action, controversy, demand, right, action, suit, obligation, liability, debt, account, defense, offset, power, privilege, license, lien, indemnity, interest, guaranty, or franchise of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, matured or unmatured,


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suspected or unsuspected, in contract or in tort, at law or in equity, or pursuant to any other theory of law or otherwise.

CBCA” has the meaning ascribed thereto in the recitals.

CBCA Arrangement” means the arrangement under section 192 of the CBCA, set out in that certain amended and restated plan of arrangement dated September 2, 2020, which arrangement was approved by a final order of the Court on September 2, 2020, following an application by JEGI and 12175592 Canada Inc.

CCAA” has the meaning ascribed thereto in the recitals.

CCAA Charges” means, collectively, the Administration Charge, the FA Charge, the Directors’ Charge, the KERP Charge, the DIP Lenders’ Charge, the Priority Commodity/ISO Charge, the Termination Fee Charge and the Cash Management Charge, each as may be amended by order of the Court, and “CCAA Charge” means any one of the CCAA Charges.

CCAA Proceeding” has the meaning ascribed thereto in the recitals.

Chapter 15” has the meaning ascribed thereto in the recitals.

Chapter 15 Proceeding” has the meaning ascribed thereto in the recitals.

Claim” or “Claims” means any or all Pre-Filing Claims, Restructuring Period Claims and D&O Claims; provided, however, that in any case “Claim” shall not include any right or claim of any Person that was previously released, barred, estopped, stayed and/or enjoined pursuant to the CBCA Arrangement, but for greater certainty, shall include any Claim arising through subrogation against any Just Energy Entity or any Director or Officer.

Claims Bar Date” has the meaning ascribed thereto in the Claims Procedure Order.

Claims Procedure Order” means the Order of the Court dated September 15, 2021 in the CCAA Proceeding establishing a claims procedure in respect of the Just Energy Entities, as same may be further amended, restated or varied from time to time, and in all such cases such Order shall be in form and substance reasonably acceptable to the Just Energy Entities and the Plan Sponsor.

Claims Procedure Recognition Order” means an Order, which may be part of the Meetings Recognition Order, entered by the U.S. Court, recognizing and enforcing the Claims Procedure Order in the Chapter 15 Proceeding, and in all such cases such Order shall be in form and substance reasonably acceptable to the Just Energy Entities, the Credit Facility Lenders and the Plan Sponsor.

Class” means any one of the classes of Creditors set out in Section 3.2 for the purpose of considering and voting upon the Plan and receiving distributions hereunder.

Commissioner” means the Commissioner of Competition appointed under the Competition Act or any person duly authorized to exercise powers of the Commissioner of Competition.

Commodity Agreement” means a gas supply agreement, electricity supply agreement or other agreement with any of the Just Energy Entities for the physical or financial purchase, sale, trading


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or hedging of natural gas, electricity or environmental derivative products, or contracts entered into for protection against fluctuations in foreign currency exchange rates, which shall include any master power purchase and sale agreement, base contract for sale and purchase, ISDA master agreement or similar agreement.

Commodity Supplier” means any counterparty to a Commodity Agreement.

Commodity Supplier Claim” means any Pre-Filing Claim, plus any interest thereon to the Effective Date, of any Commodity Supplier that is party to the Intercreditor Agreement in respect of a Commodity Agreement determined as of the Effective Date, after provision for any resettlements that are known by the Just Energy Entities as of the Effective Date, in each case in an amount acceptable to the Just Energy Entities and the applicable Commodity Supplier, with the consent of the Monitor and the Plan Sponsor, each acting reasonably; provided, however, that in any case for the purposes of this Plan “Commodity Supplier Claim” shall not include any BP Commodity / ISO Services Claim.

Common Shares” means the common shares of JEGI.

Company Counsel” means Osler, Hoskin & Harcourt LLP, Canadian counsel to the Just Energy Entities, and Kirkland & Ellis LLP, United States counsel to the Just Energy Entities.

Competition Act” means the Competition Act (Canada), R.S.C., 1985, c. C-34.

Competition Act Approval” means that: (a) the Commissioner shall have issued an Advance Ruling Certificate under subsection 102(1) of the Competition Act in respect of the transactions contemplated by the Plan; or (b) the applicable waiting period under section 123 of the Competition Act shall have expired or been waived by the Commissioner, or the obligation to submit a notification shall have been waived under paragraph 113(c) of the Competition Act, and the Commissioner shall have issued a No Action Letter.

Consenting Party” means any Person who (a) is, at the Effective Time, a party to the Support Agreement; or (b) submits a vote in favour of the Plan, and “Consenting Parties” means all of them.

Contingent Litigation Claims” means, collectively, the Subject Class Action Claims and the Texas Power Interruption Claim.

Continuing Contract” means a contract, arrangement, or other agreement (oral or written) for which a notice of disclaimer pursuant to section 32 of the CCAA has not been sent by any of the Just Energy Entities.

Convenience Cash Pool” means the funds taken from the General Unsecured Creditor Cash Pool, prior to any distributions therefrom, to be held by the Monitor in a segregated account, in an amount necessary to satisfy all Convenience Claims in full in accordance with Section 3.4(3).

Convenience Claim” means (a) any Accepted Claim of a General Unsecured Creditor in an amount that is less than or equal to $1,500; and (b) any Accepted Claim of a General Unsecured Creditor in an amount greater than $1,500, if the relevant General Unsecured Creditor has made a valid Distribution Election for purposes of the Plan in accordance with the Meetings Order;


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provided, however, that in any case “Convenience Claim” shall not include any Contingent Litigation Claim or any Subordinated Note Claim.

Convenience Creditor” means a General Unsecured Creditor that holds a Convenience Claim.

Court” has the meaning ascribed thereto in the recitals.

Credit Agreement” means the ninth amended and restated credit agreement dated as of September 28, 2020, by and among Just Energy Ontario L.P. and JEUS, as borrowers, the Credit Facility Agent and the Credit Facility Lenders, as such credit agreement may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with the terms thereof.

Credit Facility Agent” means National Bank of Canada, in its capacity as administrative agent for the Credit Facility Lenders.

Credit Facility Claim” means any amounts owing by the Just Energy Entities to the Credit Facility Lenders as of the Effective Date under the Credit Facility Documents, including all principal and all accrued and outstanding fees, costs, interest, or other amounts owing pursuant to the Credit Facility Documents as determined in accordance with the Claims Procedure Order; provided that, the Credit Facility Claim shall not include any Credit Facility LC Claim, Commodity Supplier Claim or Cash Management Obligations.

Credit Facility Documents” means, collectively, the Credit Agreement and all related documentation, including, all guarantee and security documentation related to the foregoing.

Credit Facility LC Claim” means any Claim of any Credit Facility Lender relating to any letter of credit issued but undrawn under the Credit Facility Documents immediately prior to the Effective Time.

Credit Facility Lender Termination Event” has the meaning ascribed thereto in the Support Agreement.

Credit Facility Lenders” means the lenders party to the Credit Agreement from time to time, in such capacity.

Credit Facility Remaining Debt” means the principal amount of up to $20,000,000 of the Credit Facility Claim, which may remain outstanding under the New Credit Agreement upon the implementation of the Plan.

Creditor” means any Person having a Claim, but only with respect to and to the extent of such Claim, including the transferee or assignee of a transferred Claim that is recognized as a Creditor in accordance with the Plan, Claims Procedure Order, or any other Order, as applicable, or a trustee, executor, liquidator, receiver, receiver and manager, or other Person acting on behalf of or through such Person.

Crown” means Her Majesty in right of Canada or any province or territory of Canada.

D&O Claim” or “D&O Claims” means any or all Pre-Filing D&O Claims and Restructuring Period D&O Claims.


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D&O Indemnity Claim” means any existing or future right of any Director or Officer against any of the Just Energy Entities which arose or arises as a result of any D&O Claim for which such Director or Officer is entitled to be indemnified by any of the Just Energy Entities; provided, however, that in any case “D&O Indemnity Claim” shall not include any Excluded D&O Indemnity Claim.

De Minimis Claimshas the meaning ascribed thereto in Section 3.7.

Defaulted Subscription Shares” means any New Equity Offering Shares arising from any event where a New Equity Offering Eligible Participant subscribes for any portion of the New Equity Offering Shares and fails to fulfill its subscription obligations by the New Equity Participation Deadline.

Defaulting Backstop Party” has the meaning ascribed thereto in the Backstop Commitment Letter.

Definitive Documents” has the meaning ascribed thereto in the Support Agreement.

Determination Datehas the meaning ascribed thereto in Section 7.1.

DIP Agent” means Alter Domus (US) LLC, in its capacity as administrative and collateral agent for the DIP Lenders.

DIP Documents” means, collectively, the DIP Term Sheet and all related documentation, including, without limitation, all guarantee and security documentation, related to the foregoing.

DIP Lenders” means the lenders under the DIP Term Sheet, in such capacity, and “DIP Lender” means any one of them.

DIP Lenders’ Charge” has the meaning ascribed thereto in the Initial Order.

DIP Lenders’ Claim” means the DIP Loan and all other debts, liabilities, and obligations (including, without limitation accrued and outstanding fees, costs, and interest) owing by the Just Energy Entities to the DIP Agent and the DIP Lenders pursuant to the DIP Documents.

DIP Loan” means the principal and aggregate amount of accrued and unpaid interest outstanding on the Effective Date pursuant to the DIP Documents.

DIP Term Sheet” means the CCAA Interim Debtor-in-Possession Financing Term Sheet between the Just Energy Entities party thereto, the DIP Agent and the DIP Lenders, dated as of March 9, 2021, as such term sheet may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with the terms thereof.

Director” means anyone who is or was or may be deemed to be or have been, whether by statute, operation of law or otherwise, a director or de facto director of any of the Just Energy Entities, and “Directors” means all of them.

Directors’ Charge” has the meaning ascribed thereto in the Initial Order.


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Disallowed Claim” means any Claim (or any portion thereof) which has been finally disallowed in accordance with the Claims Procedure Order or any other Order of the Court in the CCAA Proceeding or the U.S. Court in the Chapter 15 Proceeding.

Disputed Claim” means any Claim (or any portion thereof) in respect of which a Proof of Claim has been filed or a Negative Notice Claims Package delivered, in each case, in accordance with the Claims Procedure Order that has not been finally determined to be an Accepted Claim or a Disallowed Claim, in whole or in part, in accordance with the Claims Procedure Order or any other Order of the Court in the CCAA Proceeding or the U.S. Court in the Chapter 15 Proceeding.

Distribution Date” means the date or dates from time to time on or after the Effective Date, set by the Monitor in its discretion, to make interim and final distributions in respect of the applicable Accepted Claims pursuant to the Plan.

Distribution Election” means an election: (a) made by a General Unsecured Creditor with an Accepted Claim greater than $1,500 by delivery of a duly completed and executed Distribution Election Notice to the Just Energy Entities and the Monitor by no later than the Distribution Election Deadline electing to receive the Distribution Election Amount in full satisfaction of its Accepted Claim; and (b) deemed to have been made by each General Unsecured Creditor with an Accepted Claim equal to or less than $1,500.

Distribution Election Amount” means, in respect of any Accepted Claim of a General Unsecured Creditor for which a valid Distribution Election has been made or has been deemed to have been made in accordance with the Plan, the lesser of (a) a cash amount equal to $1,500; and (b) the amount of such Accepted Claim.

Distribution Election Deadline” has the meaning ascribed thereto in the Meetings Order.

Distribution Election Notice” means a notice substantially in the form attached to the Meetings Order.

DTC” has the meaning ascribed thereto in Section 5.3(d).

Effective Date” means the Business Day on which the Monitor delivers the Monitor’s Certificate pursuant to Section 10.2.

Effective Time” means 12:01 a.m. on the Effective Date, or such other time on the Effective Date as the Just Energy Entities and the Plan Sponsor may jointly determine (and designate in their written notices to the Monitor contemplated by Section 10.2).

Employee Priority Claim” means any Claim for (a) accrued and unpaid wages and vacation pay owing to an employee of any of the Just Energy Entities whose employment was terminated between the Filing Date and the Effective Date; and (b) unpaid amounts provided for in section 6(5)(a) of the CCAA.

Employment Agreements” means, collectively, the employment agreements, the management compensation plans, and indemnification agreements of, or for the benefit of, the Directors, Officers, and employees of any of the Just Energy Entities that, on or prior to the Effective Date, have not resigned, in each case in existence on the effective date of the Support Agreement;


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provided, however, that solely for purposes of Sections 2.5 and 10.1(t), Employment Agreements shall not include employment agreements, the management compensation plans, and indemnification agreements of, or for the benefit of, the Directors, Officers, and employees of any of the Just Energy Entities that have been terminated or disclaimed without the consent of the Plan Sponsor.

Encumbrance” means any charge, mortgage, lien, pledge, claim, restriction, hypothec, adverse interest, security interest or other encumbrance whether created or arising by agreement, statute or otherwise at law, attaching to property, interests or rights and shall be construed in the widest possible terms and principles known under the law applicable to such property, interests or rights and whether or not they constitute specific or floating charges as those terms are understood under the laws of the Province of Ontario.

Energy Regulator” means any federal or provincial energy regulators, provincial regulators of consumer sales that have authority with respect to energy sales, U.S. municipal, state, federal or other foreign energy regulatory bodies or agencies, local energy transmission and distribution companies, or regional transmission organizations or independent system operators.

Energy Regulator Claim” means any Claim that may be asserted by any Energy Regulator, excluding any: (i) Claim with respect to the subject matter of the Adversary Proceeding, including any Claim with respect to obligations of the Just Energy Entities underlying the invoices that are the subject of the Adversary Proceeding; and (ii) Claim by any Taxing Authority.

Equity Claim” means an “equity claim” as defined in section 2(1) of the CCAA in respect of any Just Energy Entity or New Just Energy Parent (excluding any right or claim of the Credit Facility Lenders or the Credit Facility Agent pursuant to the Credit Facility Documents, including any pledge of any Intercompany Interest).

Equity Claimant” means any Person with an Equity Claim or holding Existing Equity, in such capacity.

Equity Interest” means an “equity interest” as defined in section 2(1) of the CCAA in respect of any Just Energy Entity or New Just Energy Parent.

Escrow Agent” means the escrow agent appointed pursuant to the Escrow Agreement.

Escrow Agreement” has the meaning ascribed thereto in the Backstop Commitment Letter.

Excluded D&O Indemnity Claim” means any existing or future right of any Director or Officer of any Just Energy Entity as of the Effective Date against any of the Just Energy Entities, which arose or arises as a result of any D&O Claim for which such Director or Officer is entitled to be indemnified by any of the Just Energy Entities and which is (a) a Non-Released D&O Claim; or (b) a Released D&O Claim asserted by a Person other than a Consenting Party.

Exculpated Party” means any current officer, director, employee, or retained professional (including financial advisors, investment bankers, and legal counsel) of (a) the Just Energy Entities; (b) the Monitor; (c) the DIP Lenders; (d) the Plan Sponsor; (e) the Backstop Parties; (f)


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the Supporting Parties; (g) the DIP Agent; (h) the Credit Facility Agent; (i) the Term Loan Agent; and (j) the Subordinated Note Trustee, and “Exculpated Parties” means all of them.

Existing Common Shareholder” mean any holder of Common Shares immediately prior to the Effective Time, and “Existing Common Shareholders” means all of them.

Existing Equity” means (a) all Common Shares; (b) all other Equity Interests (excluding any Intercompany Interest), including all options, warrants, rights, or similar instruments, derived from, relating to, or exercisable, convertible, or exchangeable therefor; and (c) all instruments whose value is based upon or determined by reference to any Equity Interest whether or not such instrument is exercisable, convertible, or exchangeable for such an Equity Interest, and, in all such cases, which are issued and outstanding immediately prior to the Effective Time.

FA Charge” has the meaning ascribed thereto in the Initial Order.

Filing Date” has the meaning ascribed thereto in the recitals.

Final Order” means any order or judgment of the Court or the U.S. Court, or any other court of competent jurisdiction, with respect to the subject matter addressed in the CCAA Proceeding or the Chapter 15 Proceeding or the docket of any court of competent jurisdiction, that has not been vacated, set aside, reversed, stayed, modified or amended, and as to which the applicable periods to appeal, or seek certiorari or move for a new trial, reargument, or rehearing has expired and no appeal, leave to appeal, or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken or filed, or as to which any appeal has been taken or any petition for certiorari or leave to appeal that has been timely filed has been withdrawn or resolved in a manner acceptable to the Just Energy Entities, the Credit Facility Lenders, Shell and the Plan Sponsor, each acting reasonably, by the highest court to which the order or judgment was appealed or from which leave to appeal or certiorari was sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order or has otherwise been dismissed with prejudice; provided, however, that the possibility that a motion under Rule 60 of the United States Federal Rules of Civil Procedure, or any analogous rule under the U.S. Bankruptcy Rules, may be filed relating to such order shall not cause such order to not be a Final Order.

Financial Advisor” means BMO Nesbitt Burns Inc., financial advisor to the Just Energy Entities.

Fractional Interestshas the meaning ascribed thereto in Section 5.12.

General Unsecured Creditor” means the holder of a General Unsecured Creditor Claim.

General Unsecured Creditor Cash Pool” means the amount of $10,000,000 (inclusive of the Convenience Cash Pool).

General Unsecured Creditor Claim” means any Affected Claim, as determined in accordance with the Claims Procedure Order, which is not a Term Loan Claim, an Equity Claim, a Credit Facility Claim or a BP Commodity / ISO Services Claim, and includes, for certainty, any Convenience Claim or Subordinated Note Claim.


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Government Priority Claim” means any Claim of any Governmental Entity against any Just Energy Entity in respect of amounts that are outstanding, if any, provided for in section 6(3) of the CCAA.

Governmental Entity” means any government, regulatory authority (including any Energy Regulator), governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation-making organization or entity: (a) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power.

Initial Applicants” has the meaning ascribed thereto in the recitals, and “Initial Applicant” means any one of the Initial Applicants.

Initial Backstop Parties” has the meaning ascribed thereto in the Backstop Commitment Letter.

Initial Distribution Date” means a date not more than ten (10) Business Days after the Effective Date or such other date specified in the Sanction Order.

Initial Distribution Record Date” means the date that is ten (10) Business Days prior to the Initial Distribution Date.

Initial Order” has the meaning ascribed thereto in the recitals.

Insurance Policy” means any insurance policy maintained by any of the Just Energy Entities pursuant to which any of the Just Energy Entities or any Director or Officer is insured, and “Insurance Policies” means all of them.

Insured Claim” means all or that portion of a Claim for which the applicable insurer or a court of competent jurisdiction has confirmed that the applicable Just Energy Entity or Director or Officer is insured under an Insurance Policy, to the extent that such Claim, or portion thereof, is so insured, and “Insured Claims” means all of them.

Intercompany Claim” means any claim that may be asserted against any of the Just Energy Entities by or on behalf of any of the Just Energy Entities or any of their affiliated companies, partnerships, or other corporate entities, and “Intercompany Claims” means all of them.

Intercompany Interest” means any Equity Interest held by a Just Energy Entity or New Just Energy Parent in any other Just Energy Entity or New Just Energy Parent, as applicable, and “Intercompany Interests” means all of them.

Intercreditor Agreement” means the Sixth Amended and Restated Intercreditor Agreement dated as of September 1, 2015 between National Bank of Canada, as collateral agent and agent for itself as agent and the Lenders (as defined therein); Shell; BP Canada Energy Group ULC; BP Canada Energy Marketing Corp.; BP Energy Company; Exelon Generation Company, LLC; Bruce Power L.P.; EDF Trading North America, LLC; Nextera Energy Power Marketing, LLC; Macquarie Bank Limited; Macquarie Energy Canada Ltd.; Macquarie Energy LLC; Morgan Stanley Capital Group Inc.; and each other person identified as an Other Commodity Supplier (as


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defined therein) from time to time party thereto, and Just Energy Ontario L.P. and JEUS, as Borrowers (as defined therein) and each of the Guarantors (as defined therein) from time to time party thereto, as amended (as may be further amended, restated, supplemented, or otherwise modified from time to time).

Investment Canada Act” means the Investment Canada Act (Canada), R.S.C., 1985, c. 28 (1st Supp.).

Investment Canada Act Approval” means both:

(1) receipt by the Plan Sponsor of a certification letter from the Director of Investments under the Investment Canada Act pursuant to subsection 13(1) of the Investment Canada Act confirming that that the transactions contemplated by the Plan are not reviewable under Part IV of the Investment Canada Act; and

(2) either: (A) no notice is given under subsection 25.2(1) or 25.3(2) of the Investment Canada Act within the prescribed period; or, (B) if notice is given under subsection 25.2(1) or 25.3(2) of the Investment Canada Act, then either (a) the Minister or Ministers under the Investment Canada Act have sent to the Plan Sponsor a notice under paragraph 25.2(4)(a) or 25.3(6)(b) of the Investment Canada Act; or (b) the Governor in Council has issued an order under subsection 25.4(1)(b) of the Investment Canada Act authorizing the transactions contemplated by the Plan.

ITA” means the Income Tax Act (Canada), R.S.C. 1985, c. 1 (5th Supp.), as amended.

JEFH” has the meaning ascribed thereto in the recitals.

JEGI” has the meaning ascribed thereto in the recitals.

JEUS” has the meaning ascribed thereto in the recitals.

Just Energy Entities” has the meaning ascribed thereto in the recitals, and “Just Energy Entity” means any one of the Just Energy Entities.

KERP” means the key employee retention plan approved in the Initial Order and clarified and amended in the Order in the CCAA Proceeding dated September 15, 2021.

KERP Charge” has the meaning ascribed thereto in the Initial Order.

Meetings” means, collectively, the meetings of each Class of Affected Creditors held on the Meetings Date and held and called pursuant to the Meetings Order for the purpose of considering and voting on the Plan pursuant to the CCAA, and includes any adjournment, postponement or other rescheduling of such meeting in accordance with the Meetings Order, and “Meeting” means any one of the Meetings.

Meetings Date” means the date on which the Meetings are held in accordance with the Meetings Order.


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Meetings Order” means the Order of the Court in the CCAA Proceeding that, among other things, accepts the filing of the Plan, sets the date for the Meeting and approves the materials for the Meetings, as same may be amended, restated or varied from time to time, and in all such cases such Order shall be in form and substance reasonably acceptable to the Just Energy Entities, the Credit Facility Lenders, Shell and the Plan Sponsor.

Meetings Recognition Order” means the Order entered by the U.S. Court recognizing and enforcing the Meetings Order in the Chapter 15 Proceeding, as same may be amended, restated, varied and/or supplemented from time to time, and in all such cases such Order shall be in form and substance reasonably acceptable to the Just Energy Entities, the Credit Facility Lenders, Shell and the Plan Sponsor.

MIP” means a new management incentive plan to be effective from and after the Effective Date, the terms of which shall be consistent in all respects with the management incentive plan term sheet attached as Exhibit 4 to the Restructuring Term Sheet.

Monitor” means FTI Consulting Canada Inc., as Court-appointed monitor of the Just Energy Entities in the CCAA Proceeding and not in its personal capacity.

Monitor Administration Expenseshas the meaning ascribed thereto in Section 4.2(a).

Monitor’s Certificatehas the meaning ascribed thereto in Section 10.2.

Monitor’s Website” means http://cfcanada.fticonsulting.com/justenergy

Negative Notice Claims Package” has the meaning ascribed thereto in the Claims Procedure Order.

New Boards” means the board of directors or the equivalent governing body of New Just Energy Parent and JEGI, as applicable, to be appointed on the Effective Date in accordance with the terms of the Support Agreement and the New Corporate Governance Documents and Article 6 of the Plan, which board of directors or the equivalent governing body shall be comprised as specified in the Restructuring Term Sheet.

New Common Shares” means the common equity interests of New Just Energy Parent, to be designated, which shall be issued by New Just Energy Parent in accordance with the Support Agreement, the Backstop Commitment Letter and the Plan, and in accordance with the steps and sequences set forth in the Restructuring Steps Supplement shall constitute all of the issued and outstanding common equity interests of New Just Energy Parent together with any equity interests outstanding under the MIP.

New Corporate Governance Documents” means the organizational documents of New Just Energy Parent and a registration rights agreement (if provisions applicable to registration rights are not included in the organizational documents of New Just Energy Parent) with New Just Energy Parent, in each case, on the terms set out in the Restructuring Term Sheet.

New Credit Agreement” means an amendment and restatement of the Credit Agreement in accordance with the terms attached to the Support Agreement to be entered into by, among others, some or all of the Just Energy Entities and the New Credit Facility Lenders in connection with the


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New Credit Facility, which may be a new credit agreement, in either case on terms consistent with the term sheet for the New Credit Facility attached to the Restructuring Term Sheet and containing such other terms as agreed by the Just Energy Entities, the Credit Facility Lenders and the Plan Sponsor, each acting reasonably.

New Credit Facility” means the first lien revolving credit facility to be made available to some or all of the Just Energy Entities by the New Credit Facility Lenders on the Effective Date pursuant to the New Credit Facility Documents with (a) the Credit Facility Remaining Debt, if any, remaining outstanding as an initial outstanding principal amount under the New Credit Agreement; and (b) the New Credit Facility Letters of Credit issued and outstanding.

New Credit Facility Documents” means, collectively, (a) the New Credit Agreement; and (b) all related documentation (including all existing or amended and restated guarantee and security documentation related to the foregoing), some or all of which may be new agreements and documentation to the extent agreed by the Just Energy Entities, the Credit Facility Lenders and the Plan Sponsor, each acting reasonably.

New Credit Facility Lenders” means some or all of the Credit Facility Lenders and/or such other financial institution(s) acceptable to the Just Energy Entities and the Plan Sponsor, each acting reasonably.

New Credit Facility Letters of Credit” means, collectively, (a) the letters of credit issued by the Credit Facility Lenders pursuant to the Credit Facility Documents that are outstanding and undrawn at the Effective Time; and (b) any new or replacement letters of credit to be issued pursuant to the New Credit Facility Documents, in all cases, as agreed by the Just Energy Entities, the Credit Facility Lenders and the Plan Sponsor, each acting reasonably.

New Equity Offering” means the offering to New Equity Offering Eligible Participants to subscribe for and receive New Equity Offering Shares at an aggregate purchase price of US$192,550,000, on the terms described in the Backstop Commitment Letter and Support Agreement.

New Equity Offering Documentationhas the meaning ascribed thereto in the Backstop Commitment Letter.

New Equity Offering Eligible Participant” means a Person that, on the Term Loan Record Date, is (a) a Backstop Party or a Beneficial Term Loan Claim Holder (or a permitted designee thereof); (b) (i) located or resident in Canada, (ii) located or resident in the United States, or (iii) located or resident outside Canada and the United States and is entitled to participate in the New Equity Offering in accordance with the laws of such jurisdiction without obliging New Just Energy Parent to register or qualify for distribution the New Common Shares or file a prospectus, registration statement or other similar disclosure document, cause New Just Energy Parent to become a reporting issuer, registrant or equivalent entity in any jurisdiction or to make any other material filings that New Just Energy Parent is not already obligated to make; and in the case of (iii) above, such Person, if required by JEGI, demonstrates, and provides evidence reasonably satisfactory to JEGI (which evidence may include an opinion of counsel of recognized standing to the effect of the matters set forth in (iii) above), that it is qualified to participate in the New Equity


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Offering in accordance with the laws of its jurisdiction of residence; and (c) an “accredited investor” (as defined in Rule 501(a) promulgated under the U.S. Securities Act).

New Equity Offering Participation Form” means a participation form, substantially in the form attached at Schedule “I” to the Meetings Order, to be delivered to each Beneficial Term Loan Claim Holder in accordance with the Meetings Order, in order for Beneficial Term Loan Claim Holders to make certain acknowledgments, agreements, and certifications (as applicable to the applicable Beneficial Term Loan Claim Holder) and to participate in the New Equity Offering Rights.

New Equity Offering Proceeds” means the total amount of Subscription Amounts and Backstop Party’s Commitments received and held by the Escrow Agent as of the Effective Date pursuant to Section 3.9.

New Equity Offering Rights” means the offering of New Equity Offering Shares to the New Equity Offering Eligible Participants, pursuant to and in accordance with the Backstop Commitment Letter, the New Equity Offering Documentation and the Plan.

New Equity Offering Shares” means 80% of the total New Common Shares to be issued on the Effective Date pursuant to the New Equity Offering under the Plan, subject to dilution by the equity issued or issuable pursuant to the MIP, to be issued to the Participating Term Loan Claimants pursuant to the Plan and, if applicable, to the Backstop Parties in accordance with the Backstop Commitment Letter and the Plan.

New Equity Participation Deadline” shall mean 5:00 p.m. on August 23, 2022 or such other date agreed to by the Just Energy Entities and the Plan Sponsor, each acting reasonably.

New Intercreditor Agreement” means the new intercreditor agreement on the terms set out in the Support Agreement to be entered into by, among others, the Just Energy Entities, the New Credit Facility Lenders (or the Credit Facility Agent on their behalf), and the applicable Commodity Suppliers in accordance with the Support Agreement and the Plan, which may be an amendment and restatement of the Intercreditor Agreement, in either case on terms consistent with the term sheet for the New Intercreditor Agreement attached to the Restructuring Term Sheet and containing such other terms, all as agreed by the Just Energy Entities, the Plan Sponsor and the other parties thereto, each acting reasonably.

New Just Energy Parent” means the new parent company of the Just Energy Entities, which shall be JEUS or such other corporation, or limited or unlimited liability company organized in the United States as determined by the Just Energy Entities and the Plan Sponsor.

New Preferred Shares” means preferred equity interest of New Just Energy Parent having such terms as specified in the Restructuring Term Sheet, which shall be issued by New Just Energy Parent in accordance with the Support Agreement, the Plan, and, in accordance with the steps and sequences set forth in the Restructuring Steps Supplement, shall constitute all of the issued and outstanding preferred equity interests of New Just Energy Parent.

New Shareholder Information Form” means an information form, substantially in the form attached at Schedule “J to the Meetings Order, to be delivered to each Beneficial Term Loan


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Claim Holder in accordance with the Meetings Order, in order for Beneficial Term Loan Claim Holders to make certain acknowledgments, agreements, and certifications (as applicable to the applicable Beneficial Term Loan Claim Holder) and to receive Term Loan Claim Shares.

New Shares” means, collectively, the New Common Shares and the New Preferred Shares, which immediately following the issuance thereof shall constitute all of the issued and outstanding equity interests of New Just Energy Parent together with any equity interests outstanding under the MIP.

NI 45-106” means National Instrument 45-106 “Prospectus Exemptions” of the Canadian Securities Commissions.

No Action Letter” means written confirmation from the Commissioner that the Commissioner does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the transactions contemplated by the Plan.

Non-Participating Term Loan Claim” means the portion of the Term Loan Claim held by a Non-Participating Term Loan Claim Holder as of the Term Loan Record Date.

Non-Participating Term Loan Claim Holder” means each Beneficial Term Loan Claim Holder that is not a Backstop Party or a Participating Term Loan Claimant.

Non-Participating Term Loan Lender Pro Rata Share” means, as at any relevant date of determination, the percentage that a Non-Participating Term Loan Claim Holder’s Non-Participating Term Loan Claim bears to the aggregate of all Non-Participating Term Loan Claims and General Unsecured Creditor Claims that are Accepted Claims and Disputed Claims (for certainty, valued at the amounts asserted by such General Unsecured Creditors).

Non-Released D&O Claim” means any D&O Claim that is not a Released D&O Claim, and “Non-Released D&O Claims” means all of them.

Officer” means anyone who is or was or may be deemed to be or have been, whether by statute, operation of law or otherwise, an officer or de facto officer of any of the Just Energy Entities, in such capacity, and “Officers” means all of them.

Order” means any order of the Court made in the CCAA Proceeding, any order of the U.S. Court made in the Chapter 15 Proceeding, or any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Entity.

Outside Datehas the meaning ascribed thereto in the Support Agreement.

Participating Term Loan Claimants” means each Beneficial Term Loan Claim Holder that qualifies as a New Equity Offering Eligible Participant (or a permitted designee thereof) and validly submits a duly completed and executed New Equity Offering Participation Form, together with such beneficial holder’s Subscription Amount to be paid by or wire transfer in indefeasible funds, in accordance with the Meetings Order and the New Equity Offering Documentation on or prior to the New Equity Participation Deadline.

Person” means any individual, firm, corporation, limited or unlimited liability company, general or limited partnership, association, trust (including a real estate investment trust), joint venture,


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unincorporated organization, governmental unit, body or agency or any instrumentality thereof, Canadian or non-Canadian regulatory body or agency or any instrumentality thereof, or any other entity.

Plan” has the meaning ascribed thereto in the recitals.

Plan Implementation Fund” means an amount equal to the aggregate amount of funds to be delivered or paid or caused to be delivered or paid by the Just Energy Entities to the Monitor pursuant to Section 4.1, to be held in a segregated account and distributed by the Monitor in accordance with the Plan.

Plan Sponsor” means, collectively, LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC, OC II LVS XIV LP and OC III LFE I LP.

Plan Sponsor Counsel” means Cassels Brock & Blackwell LLP, Canadian counsel to the Plan Sponsor, and Akin Gump Strauss Hauer & Feld LLP, United States counsel to the Plan Sponsor.

Post-Filing Claim” or “Post-Filing Claims” means any or all indebtedness, liability, or obligation of the Just Energy Entities of any kind that arises during and in respect of the period commencing on the Filing Date and ending on the day immediately preceding the Effective Date in respect of services rendered or supplies provided to the Just Energy Entities during such period or under or in accordance with any Continuing Contract; provided that, for certainty, such amounts are not a Restructuring Period Claim or a Restructuring Period D&O Claim.

Pre-Filing Claim” or “Pre-Filing Claims” means any or all right or claim of any Person against any of the Just Energy Entities, whether or not asserted, in connection with any indebtedness, liability or obligation of any kind whatsoever of any such Just Energy Entity to such Person, in existence on the Filing Date, whether or not such right or claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present, future, known or unknown, by guarantee, surety or otherwise, and whether or not such right is executory or anticipatory in nature, including any right or claim with respect to any Assessment, or contract, or by reason of any equity interest, right of ownership of or title to property or assets or right to a trust or deemed trust (statutory, express, implied, resulting, constructive or otherwise), and any right or ability of any Person to advance a claim for contribution or indemnity or otherwise against any of the Just Energy Entities with respect to any matter, action, cause or chose in action, whether existing at present or commenced in the future, which right or claim, including in connection with indebtedness, liability or obligation, is based in whole or in part on facts that existed prior to the Filing Date, including for greater certainty any Equity Claim, any claim brought by any proposed or confirmed representative plaintiff on behalf of a class in a class action, and any D&O Indemnity Claim.

Pre-Filing D&O Claim” or “Pre-Filing D&O Claims” means any or all right or claim of any Person against one or more of the Directors and/or Officers arising based in whole or in part on facts that existed prior to the Filing Date, whether or not such right or claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present, future, known, or unknown, by guarantee, surety or otherwise, and whether or not such right is executory or anticipatory in nature, including any Assessments, any claim brought by any proposed or confirmed representative


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plaintiff on behalf of a class in a class action, and any right or ability of any Person to advance a claim for contribution, indemnity or otherwise against any of the Directors and/or Officers with respect to any matter, action, cause or chose in action, whether existing at present or arising or commenced in the future, for which any Director or Officer is alleged to be, by statute or otherwise by law or equity, liable to pay in his or her capacity as a Director or Officer.

Priority Commodity/ISO Charge” has the meaning ascribed thereto in the Initial Order.

Pro Rata Share” means, as at any relevant date of determination, the proportionate share of a Person’s holdings of an amount or thing to the total of all Persons’ holdings of such amount or thing and, in the case of,

(a)

each General Unsecured Creditor, the percentage that such General Unsecured Creditor’s General Unsecured Creditor Claim that is an Accepted Claim, bears to the aggregate of all General Unsecured Creditor Claims that are Accepted Claims and Disputed Claims (for certainty, valued at the amounts asserted by such General Unsecured Creditors);

(b)

each Beneficial Term Loan Claim Holder, the percentage that such Beneficial Term Loan Claim Holder’s Term Loan Claim that is an Accepted Claim, bears to the aggregate Term Loan Claim that is an Accepted Claim;

(c)

each Beneficial Subordinated Note Claim Holder, the percentage that such Beneficial Subordinated Note Claim Holder’s Subordinated Note Claim that is an Accepted Claim, bears to the aggregate Subordinated Note Claim that is an Accepted Claim; and

(d)

each Credit Facility Lender, the percentage that such Credit Facility Lender’s Credit Facility Claim that is an Accepted Claim, bears to the aggregate Credit Facility Claim that is an Accepted Claim.

Proof of Assignment” means a notice of transfer of the whole of a Claim executed by a Creditor and the transferee, together with satisfactory evidence of such transfer as may be reasonably required by the Monitor.

Proof of Claim” has the meaning ascribed thereto in the Claims Procedure Order.

Record Date” has the meaning ascribed thereto in the Meetings Order.

Regulatory Approvals” means any material licenses, permits or approvals required from any Governmental Entity or under any Applicable Laws relating to the business and operations of the Just Energy Entities that would be required to be obtained in order to permit JEGI, New Just Energy Parent and the Plan Sponsor to complete the transactions contemplated by the Plan and the Backstop Commitment Letter, including the issuance and acquisition of the New Common Shares, other than the Competition Act Approval, the Antitrust Approval and the Investment Canada Act Approval.

Released Claim” and “Released Claims” have the meaning ascribed thereto in Section 8.1.


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Released D&O Claim” means any D&O Claim that is released pursuant to Section 8.1, and “Released D&O Claims” means all of them.

Released Party” and “Released Parties” have the meaning ascribed thereto in Section 8.1.

Releasing Party” and “Releasing Parties” means any and all Persons (besides the Just Energy Entities and their respective current and former affiliates), and their current and former affiliates’ current and former members, directors, managers, officers, investment committee members, special committee members, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, participants, subsidiaries, affiliates, partners, limited partners, general partners, affiliated investment funds or investment vehicles, managed accounts or funds, and each of their respective current and former members, equity holders, officers, directors, managers, principals, members, management companies, advisory board members, investment fund advisors or managers, employees, agents, trustees, investment managers, financial advisors, partners, legal counsel, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such.

Required Majorities” means, with respect to each Class of Affected Creditors, the affirmative vote of a majority in number of all voting (in person or by proxy) Creditors holding Voting Claims in such Class and representing not less than 66 2/3% in value of the Voting Claims voting (in person or by proxy) in such Class at the applicable Meeting.

Restructuring Period Claim” or “Restructuring Period Claims” means any or all right or claim of any Person against any of the Just Energy Entities in connection with any indebtedness, liability or obligation of any kind whatsoever owed by any such Just Energy Entity to such Person arising out of the restructuring, disclaimer, resiliation, termination or breach by such Just Energy Entity on or after the Filing Date of any contract, lease or other agreement, whether written or oral, and including any right or claim with respect to any Assessment.

Restructuring Period D&O Claim” or “Restructuring Period D&O Claims” means any or all right or claim of any Person against one or more of the Directors and/or Officers arising after the Filing Date, whether or not such right or claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present, future, known, or unknown, by guarantee, surety or otherwise, and whether or not such right is executory or anticipatory in nature, including any Assessments and any right or ability of any Person to advance a claim for contribution, indemnity or otherwise against any of the Directors and/or Officers with respect to any matter, action, cause or chose in action, whether existing at present or arising or commenced in the future, for which any Director or Officer is alleged to be, by statute or otherwise by law or equity, liable to pay in his or her capacity as a Director or Officer.

Restructuring Steps Supplement” has the meaning ascribed thereto in Section 6.2.

Restructuring Term Sheet” means that certain restructuring term sheet attached at Exhibit “C” to the Support Agreement as may be amended in accordance with the terms of the Support Agreement.


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Sanction Order” means the Order of the Court in the CCAA Proceeding, which, among other things, sanctions and approves the Plan, as same may be further amended, restated or varied from time to time, and in all such cases such Order shall be in form and substance reasonably acceptable to the Just Energy Entities, the Credit Facility Lenders and the Plan Sponsor.

Sanction Recognition Order” means the Order entered by the U.S. Court recognizing and enforcing the Sanction Order in the Chapter 15 Proceeding, which shall be in form and substance reasonably acceptable to the Just Energy Entities, the Credit Facility Lenders, Shell and the Plan Sponsor.

Section 1145” means section 1145 of the U.S. Bankruptcy Code.

Secured Creditor Class” means the Class comprised of the Credit Facility Lenders in respect of the Credit Facility Claims.

Secured Creditor Proxy” has the meaning ascribed thereto in the Meetings Order.

Shell” means, collectively, Shell Energy North America (Canada) Inc., Shell Energy North America (US), L.P., and Shell Trading Risk Management, LLC.

Specified Equity Class Action Claim” has the meaning ascribed thereto in the Claims Procedure Order.

Subject Class Action Claims” means, collectively, the Claims in respect of which Proofs of Claim have been filed in accordance with the Claims Procedure Order by (a) Haidar Omarali, representative plaintiff; (b) Fira Donin and Inna Golovan, proposed representative plaintiffs; and (c) Trevor Jordet, proposed representative plaintiff.

Subject Class Action Plaintiff” means, as applicable, (a) the representative plaintiff in any certified Subject Class Action Claim; or (b) the proposed representative plaintiffs in any uncertified Subject Class Action Claim.

Subordinated Note” means the subordinated notes issued by JEGI pursuant to the Subordinated Note Indenture.

Subordinated Note Claim” means the aggregate principal amount of $13,179,000 currently owing by JEGI under the Subordinated Note Documents and pursuant to the Subordinated Notes, plus all accrued and outstanding fees, costs, interest, and other amounts owing pursuant to the Subordinated Note Documents as determined in accordance with the Claims Procedure Order.

Subordinated Note Documents” means, collectively, the Subordinated Note Indenture and all related documentation.

Subordinated Note Indenture” means the trust indenture entered into on September 28, 2020 by JEGI and the Subordinated Note Trustee.

Subordinated Note Trustee” means Computershare Trust Company of Canada, in its capacity as the indenture trustee under the Subordinated Note Indenture.


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Subordinated Noteholder” means any registered holder of Subordinated Notes, in such capacity, and “Subordinated Noteholders” means all of them.

Subscription Amount” means (a) in respect of a Beneficial Term Loan Claim Holder, an amount such beneficial holder has agreed to subscribe for New Equity Offering Shares at the Subscription Price; and (b) in respect of a Backstop Party, an amount equal to its Subscription Share Percentage of the New Equity Offering Shares multiplied by the Subscription Price.

Subscription Price” means US$10 per New Equity Offering Share.

Subscription Share Percentage” means a Beneficial Term Loan Claim Holder’s Pro Rata Share of the Term Loan Claim as of the Term Loan Record Date.

Support Agreement” means that certain plan support agreement dated May 12, 2022 between the Just Energy Entities, the Plan Sponsor, the Credit Facility Lenders, Shell, the BP Commodity/ISO Services Claimholder and such other parties who may become bound by such agreement, as may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with the terms thereof.

Supporting Parties” means the parties that have executed the Support Agreement with the Just Energy Entities other than the Just Energy Entities.

Tax” or “Taxes” means any and all federal, provincial, state, municipal, local and foreign taxes, assessments, reassessments and other Governmental Entity charges, duties, impositions and liabilities, including, for greater certainty, taxes based upon or measured by reference to income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, all licence, franchise and registration fees and all employment insurance, health insurance and federal, provincial, state, municipal, local and foreign government pension plan premiums or contributions, together with all interest, penalties, fines and additions with respect to such amounts.

Taxing Authorities” means Her Majesty the Queen in right of Canada, Her Majesty the Queen in right of any province or territory of Canada, the Canada Revenue Agency, any similar revenue or taxing authority of Canada and each and every province or territory of Canada and any political subdivision thereof, the United States Internal Revenue Service, any similar revenue or taxing authority of the United States and each and every state and locality of the United States, and any Canadian, United States or other Governmental Entity exercising taxing authority or power, and “Taxing Authority” means any one of the Taxing Authorities.

Term Loan” means the senior unsecured term loan issued pursuant to the Term Loan Agreement.

Term Loan Agent” means Computershare Trust Company of Canada, in its capacity as administrative agent under the Term Loan Agreement.

Term Loan Agreement” means the First Amended and Restated Loan Agreement dated as of September 28, 2020 among JEGI as borrower, Sagard Credit Partners, LP and each other person


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from time to time party thereto as a lender, and the Term Loan Agent, as may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with the terms thereof.

Term Loan Claim” means the aggregate principal amount of US$208,588,899.18 owing by the Just Energy Entities under the Term Loan Agreement and pursuant to the Term Loan, plus all accrued and outstanding pre-filing fees, costs, interest, or other amounts owing pursuant to the Term Loan Agreement as determined in accordance with the Claims Procedure Order.

Term Loan Claim Holder” means any registered holder of the Term Loan Claim as of the Term Loan Record Date, in such capacity, and “Term Loan Claim Holders” means all of them.

Term Loan Claim Shares” means 10% of the total New Common Shares, subject to dilution by the equity issued or issuable pursuant to the MIP, to be issued on the Effective Date to the Beneficial Term Loan Claim Holders pursuant to Section 3.4(2).

Term Loan Record Date” means 5:00 p.m. on May 11, 2022.

Term Loan Turnover Amounthas the meaning ascribed thereto in Section 3.4(4).

Termination Fee Charge” has the meaning ascribed thereto in the Authorization Order.

Texas Power Interruption Claim” means the Claim in respect of which Proofs of Claim have been filed in accordance with the Claims Procedure Order by the Texas Power Interruption Claimants’ Counsel, by and on behalf of claimants whom they represent and who authorized them to do so.

Texas Power Interruption Claimants’ Counsel” means, collectively, Robins Cloud LLP, Fears Nachawati PLLC, Watts Guerra LLP and Parker Waichman LLP.

Transaction Regulatory Approvals” means, collectively, and in each case to the extent it has been agreed to in accordance with Article 7 hereof that such approval shall be obtained, the Competition Act Approval, the Antitrust Approvals, the Investment Canada Act Approval and the Regulatory Approvals.

Turnover Amounts” has the meaning ascribed thereto in Section 3.4(4).

U.S. Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended.

U.S. Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, 28 U.S.C. § 2075, as applicable to the Chapter 15 Proceeding, and the general, local and chambers rules of the U.S. Court, as amended.

U.S. Court” has the meaning ascribed thereto in the recitals.

U.S. Exchange Act” means the Securities Exchange Act of 1934, as amended.

U.S. Securities Act” means the U.S. Securities Act of 1933, as amended.


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Unaffected Claim” means any:

(a)

Post-Filing Claim;

(b)

Claim secured by a CCAA Charge, including the DIP Lenders’ Claim secured by the DIP Lenders’ Charge and the Cash Management Obligations secured by the Cash Management Charge;

(c)

Commodity Supplier Claim;

(d)

BP Commodity/ISO Services Claim;

(e)

Credit Facility LC Claim;

(f)

Government Priority Claim;

(g)

Employee Priority Claim;

(h)

Energy Regulator Claim;

(i)

Specified Equity Class Action Claim, solely to the extent preserved pursuant to the CBCA Arrangement;

(j)

Insured Claim;

(k)

Intercompany Claim, subject to Section 5.4(f);

(l)

Claim finally determined in accordance with the Claims Procedure Order to be a secured or priority claim against any of the Just Energy Entities and entitled to be paid in full in priority to the General Unsecured Creditor Claims and the Term Loan Claim, and which Claim is not and does not become a Disallowed Claim;

(m)

Claim for sales, use or other Taxes by a U.S. Taxing Authority whereby the nonpayment of which by any Just Energy Entity could result in a responsible person associated with a Just Energy Entity being held personally liable for such nonpayment;

(n)

Excluded D&O Indemnity Claim;

(o)

Claim that may be asserted by any of the Just Energy Entities against any Directors and/or Officers;

(p)

Claim against Directors that cannot be compromised due to the provisions of section 5.1(2) of the CCAA; or

(q)

Claim that cannot be compromised due to the provisions of section 19(2) of the CCAA, except any Claim to which Section 8.7 applies, which shall be Affected Claims for the purposes of the Plan,


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and for greater certainty, shall include any Unaffected Claim arising through subrogation.

Unaffected Creditor” means a Creditor who has an Unaffected Claim, but only in respect of and to the extent of such Unaffected Claim.

Undeliverable Distribution” has the meaning ascribed thereto in Section 5.6.

Unissued New Shares” has the meaning ascribed thereto in Section 5.3(e).

Unsecured Creditor Class” means the Class comprised of General Unsecured Creditors and Term Loan Claim Holders.

Unsecured Creditor Proxy” has the meaning ascribed thereto in the Meetings Order.

Unsubscribed New Equity” means the aggregate number of New Equity Offering Shares, less the aggregate number of New Equity Offering Shares to be issued pursuant to the Subscription Amount submitted to the Just Energy Entities on or before the New Equity Participation Deadline.

Voting Claim” means the amount of an Affected Claim for which a Proof of Claim has been filed or a Negative Notice Claims Package delivered, which, as of the Record Date or the Term Loan Record Date, as applicable, (a) is an Accepted Claim; or (b) has been accepted or deemed to be accepted solely for voting purposes pursuant to the Claims Procedure Order, the Meetings Order or any other Order of the Court or the U.S. Court; provided that notwithstanding the foregoing, (i) with respect to the Term Loan Claim, (x) the Term Loan Agent shall not have a Voting Claim, and (y) each Term Loan Claim Holder shall have a Voting Claim in the amount equal to its Pro Rata Share of the Term Loan Claim in the amount that is an Accepted Claim, or if not an Accepted Claim by two (2) Business Days before the Meetings Date, in the amount set out in the Negative Notice Claims Package in respect of the Term Loan Claim, (ii) with respect to the Subordinated Note Claim, (x) the Subordinated Noteholder shall have a Voting Claim in the amount equal to the Subordinated Note Claim, and (y) the Beneficial Subordinated Note Claim Holders shall not have a Voting Claim, and (iii) with respect to the Credit Facility Claim, (x) the Credit Facility Agent shall not have a Voting Claim, and (y) each Credit Facility Lender shall have a Voting Claim in the amount equal to its Pro Rata Share of the Credit Facility Claim that is an Accepted Claim.

1.2

Certain Rules of Interpretation

For the purposes of the Plan:

(a)

any reference in the Plan to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions;

(b)

any reference in the Plan to an Order or an existing document or exhibit filed or to be filed means such Order, document or exhibit as it may have been or may be amended, restated, modified, supplemented or varied from time to time;

(c)

unless otherwise specified, all references to currency and to “$” are to Canadian dollars;


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(d)

the division of the Plan into “Articles” and “Sections” and the insertion of a Table of Contents are for convenience of reference only and do not affect the construction or interpretation of the Plan, nor are the descriptive headings of “Articles” and “Sections” otherwise intended as complete or accurate descriptions of the content thereof;

(e)

any references in the Plan to “Articles”, “Sections”, “Subsections” and “Schedules” are references to Articles, Sections, Subsections and Schedules of or to the Plan;

(f)

the use of words in the singular or plural, or with a particular gender, including a definition, shall not limit the scope or exclude the application of any provision of the Plan or a schedule hereto to such Person (or Persons) or circumstances as the context otherwise permits;

(g)

the words “includes” and “including” and similar terms of inclusion shall not, unless expressly modified by the words “only” or “solely”, be construed as terms of limitation, but rather shall mean “includes but is not limited to” and “including but not limited to”, so that references to included matters shall be regarded as illustrative without being either characterizing or exhaustive;

(h)

unless otherwise specified, all references to time herein and in any document issued pursuant hereto shall mean the prevailing local time in Toronto, Ontario and any reference to an event occurring on a Business Day shall mean prior to 5:00 p.m. on such Business Day;

(i)

unless otherwise provided, any reference to a statute or other enactment of parliament or a legislature includes all rules and regulations made thereunder, all amendments to or re-enactments of such statute or regulations in force from time to time, and, if applicable, any statute or regulation that supplements or supersedes such statute or regulation;

(j)

references to a specified “Article” or “Section” shall, unless something in the subject matter or context is inconsistent therewith, be construed as references to that specified article or section of the Plan, whereas the terms “the Plan”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions shall be deemed to refer generally to the Plan and not to any particular “Article”, “Section” or other portion of the Plan and include any documents supplemental hereto; and

(k)

the word “or” is not exclusive.

1.3

Date and Time for any Action

For the purposes of the Plan:

(a)

in the event that any date on which any action is required to be taken under the Plan by any Person is not a Business Day, that action shall be required to be taken on the next succeeding day which is a Business Day, and any reference to an event occurring on a Business Day shall mean prior to 5:00 p.m. on such Business Day; and


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(b)

unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next succeeding Business Day if the last day of the period is not a Business Day.

1.4

Successors and Assigns

The Plan shall be binding upon and shall enure to the benefit of the heirs, administrators, executors, legal personal representatives, receivers, trustees in bankruptcy, successors and assigns of any Person or party directly or directly named or referred to in or subject to the Plan.

1.5

Governing Law

The Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. All questions as to the interpretation of or application of the Plan and all proceedings taken in connection with the Plan and its provisions shall be subject to the jurisdiction of the Court; provided that, the Chapter 15 Proceeding shall be subject to the jurisdiction of the U.S. Court.

1.6

Schedules

The following is the Schedule to the Plan, which is incorporated by reference into the Plan and forms a part of it:

Schedule “A”

Just Energy Partnerships

ARTICLE 2

PURPOSE AND EFFECT OF THE PLAN

2.1

Purpose

The purpose of the Plan is:

(a)

to implement a restructuring of the Just Energy Entities;

(b)

to provide for a compromise and arrangement of all Affected Claims;

(c)

to effect a release and discharge of all Affected Claims and Released Claims; and

(d)

to ensure the continuation of the Just Energy Entities and their business,

in the expectation that the Persons who have a valid economic interest in the Just Energy Entities will derive a greater benefit from the implementation of the Plan than they would derive from a bankruptcy or liquidation of the Just Energy Entities.


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2.2

Persons Affected

The Plan provides for a full and final release and discharge of the Affected Claims and Released Claims, a settlement of, and consideration for, all Affected Claims that are Accepted Claims and a restructuring of the Just Energy Entities. The Plan will become effective at the Effective Time in accordance with its terms and in the sequence set forth in the Restructuring Steps Supplement and shall be binding on and enure to the benefit of the Just Energy Entities, the Affected Creditors, the Released Parties and all other Persons directly or indirectly named or referred to in or subject to Plan, and each of their respective heirs, executors, administrators, legal representatives, successors, and assigns in accordance with the terms hereof.

2.3

Persons Not Affected

The Plan does not affect the Unaffected Creditors, subject to the express provisions hereof providing for the payment of certain Unaffected Claims and/or treatment of Insured Claims. Nothing in the Plan shall affect the Just Energy Entities’ rights and defences, both legal and equitable, with respect to any Unaffected Claims, including all rights with respect to legal and equitable defences or entitlements to set-offs or recoupments against such Unaffected Claims.

2.4

Equity Claimants

On the Effective Date, the Plan will be binding on all Equity Claimants, including the Existing Common Shareholders. Equity Claimants, including the Existing Common Shareholders, shall not receive a distribution or other consideration under the Plan and shall not be entitled to vote on the Plan in respect of their Equity Claims or Existing Equity or attend any of the Meetings. On the Effective Date, in accordance with the steps and sequences set forth in the Restructuring Steps Supplement, all Existing Equity (other than, for certainty, the Common Shares transferred and the Common Shares issued to New Just Energy Parent on the Effective Date in accordance with the steps and sequences set forth in the Restructuring Steps Supplement, the Intercompany Interests and the New Shares) shall be cancelled and extinguished and all Equity Claims shall be fully, finally, irrevocably and forever compromised, released, discharged and barred without any compensation of any kind whatsoever.

2.5

Treatment of Employment Agreements

Unless otherwise expressly required by the terms of this Plan, provided for by the MIP, or agreed to in writing by and among the Just Energy Entities, the Plan Sponsor, and the applicable employee (or employees) affected by any change or modification, each of the Employment Agreements will not be disclaimed and will remain in place as of, and as a condition to the occurrence of, the Effective Date.

2.6

Management Incentive Plan

On the Effective Date, the New Board shall adopt the MIP, on terms consistent in all respects with the management incentive plan term sheet, attached as Exhibit 4 to the Restructuring Term Sheet.


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ARTICLE 3

CLASSIFICATION AND TREATMENT OF CREDITORS AND RELATED MATTERS

3.1

Claims Procedure

The procedure for determining the validity and quantum of the Affected Claims and for resolving Disputed Claims for voting and distribution purposes under the Plan shall be governed by the Claims Procedure Order, the Meetings Order, the CCAA, the Plan and any further Order of the Court. For the avoidance of doubt, the Claims Procedure Order will remain in full force and effect from and after the Effective Date.

3.2

Classification of Creditors

In accordance with the Meetings Order, for the purposes of considering and voting on the Plan and receiving a distribution hereunder, the Affected Creditors will be divided into two (2) separate Classes: (a) the Unsecured Creditor Class; and (b) the Secured Creditor Class.

3.3

Meetings

The Meetings shall be held in accordance with the Meetings Order and any further Order of the Court in the CCAA Proceeding. The only Persons entitled to attend and vote at the Meetings are those specified in the Meetings Order and any further Order of the Court in the CCAA Proceeding.

3.4

Affected Claims of the General Unsecured Creditors

(1)

Voting of the Unsecured Creditor Class

Pursuant to and in accordance with the Meetings Order, each of the following Creditors shall be entitled to vote on the Plan at the Meeting for the Unsecured Creditor Class as follows:

(a)

each Term Loan Claim Holder shall be entitled to one (1) vote in the amount equal to its Voting Claim; provided that, in order to vote on the Plan, a Term Loan Claim Holder must deliver an Unsecured Creditor Proxy in accordance with the Meetings Order;

(b)

Convenience Creditors shall each be deemed to vote in favour of the Plan in the amount of such Creditor’s Accepted Claim;

(c)

General Unsecured Creditors (other than the Subordinated Noteholder) with Voting Claims shall be entitled to one (1) vote in the amount equal to such Creditor’s Voting Claim; provided that, in order to vote on the Plan, a General Unsecured Creditor (other than a Convenience Creditor or a Subordinated Noteholder) must deliver an Unsecured Creditor Proxy in accordance with the Meetings Order; and

(i)

with respect to any Subject Class Action Claim, each Subject Class Action Plaintiff with Voting Claims shall be entitled to one (1) vote in an amount equal to its Voting Claim; and


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(ii)

with respect to the Texas Power Interruption Claim, each Texas Power Interruption Claimants’ Counsel with Voting Claims shall be entitled to one (1) vote in an amount equal to its Voting Claim; and

(d)

the Subordinated Noteholder shall be entitled to one (1) vote in the amount equal to its Voting Claim.

(2)

Treatment of the Term Loan Claim

In accordance with the terms and in the steps and sequences set forth in the Restructuring Steps Supplement, on the Effective Date, in full and final satisfaction of the Term Loan Claim:

(a)

subject to Section 5.3(e), each Beneficial Term Loan Claim Holder shall be entitled to receive its Pro Rata Share of the Term Loan Claim Shares;

(b)

each Beneficial Term Loan Claim Holder that qualifies as a New Equity Offering Eligible Participant shall be entitled to participate in the New Equity Offering Rights based on its Subscription Share Percentage; and

(c)

each Non-Participating Term Loan Claim Holder shall be entitled to receive its Non-Participating Term Loan Lender Pro Rata Share of the Turnover Amounts.

(3)

Treatment of the General Unsecured Claims

In accordance with the terms and in the steps and sequences set forth in the Restructuring Steps Supplement, on the Effective Date, in full and final satisfaction of the General Unsecured Creditor Claims:

(a)

Convenience Creditors:

(i)

General Unsecured Creditors with Accepted Claims on the Initial Distribution Record Date equal to or less than $1,500 shall be deemed to have made a Distribution Election and to have elected to and shall receive the Distribution Election Amount in respect of their Accepted Claim from the Convenience Cash Pool on the Initial Distribution Date in accordance with the Plan; and

(ii)

General Unsecured Creditors with Accepted Claims on the Initial Distribution Record Date greater than $1,500 that have made a Distribution Election prior to the Distribution Election Deadline shall receive the Distribution Election Amount in respect of their Accepted Claim from the Convenience Cash Pool on the Initial Distribution Date in accordance with the Plan.

(b)

Other General Unsecured Creditors

(i)

Each General Unsecured Creditor with an Accepted Claim greater than $1,500 that has not made a Distribution Election prior to the Distribution Election Deadline shall receive its Pro Rata Share of the General Unsecured


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Creditor Cash Pool (after deducting all Distribution Election Amounts payable under the Plan and any amounts paid, payable or reserved under Section Error! Reference source not found. on a Distribution Date).

(4)

Treatment of the Subordinated Note Claim

Subject to and in accordance with the provisions of the Subordinated Note Indenture, including sections 5.2 and 5.5 thereof, each Beneficial Subordinated Note Claim Holder shall receive the applicable portion of the General Unsecured Creditor Cash Pool (after deducting all Distribution Election Amounts payable under the Plan) provided for in Section Error! Reference source not found.(b)(i) of the Plan in full satisfaction of its Subordinated Note Claim and each Subordinated Note Claim and all Subordinated Notes shall be fully, finally, and irrevocably and forever compromised, released, discharged, cancelled, extinguished, and barred on the Effective Date. For certainty, the Monitor shall not make any distribution to any Subordinated Noteholder or Beneficial Subordinated Note Claim Holder until all Persons entitled to turnover of any such distribution (any such amounts, the “Turnover Amounts”) pursuant to the terms of the Subordinated Note Indenture have been paid in full. Instead, the Monitor shall distribute: (i) the Non-Participating Term Loan Lender Pro Rata Shares of the Turnover Amounts to the Non-Participating Term Loan Claim Holders (collectively, the “Term Loan Turnover Amount”); and (ii) the Turnover Amounts, less the Term Loan Turnover Amount, to the beneficiaries of the General Unsecured Creditor Cash Pool. For the purposes of this Section, with respect to any Turnover Amounts that would otherwise be required to be paid to Beneficial Term Loan Claim Holders that are not Non-Participating Term Loan Claim Holders, such amounts shall be contributed to the beneficiaries of the General Unsecured Creditor Cash Pool.

(5)

D&O Claims

(a)

All Released D&O Claims shall be fully, finally, and irrevocably compromised, released, discharged, cancelled, extinguished and barred on the Effective Date. All D&O Indemnity Claims shall be treated for all purposes under the Plan as General Unsecured Creditor Claims and shall be fully, finally, and irrevocably compromised, released, discharged, cancelled, extinguished and barred on the Effective Date.

(b)

All Non-Released D&O Claims shall not be compromised, released, discharged, cancelled, extinguished and barred on the Effective Date, but shall be irrevocably limited to recovery from any insurance proceeds payable in respect of such Non-Released D&O Claims pursuant to the Insurance Policies, and Persons with such Non-Released D&O Claims shall have no right to, and shall not, make any claim or seek any recoveries other than enforcing such Persons’ rights to be paid from the proceeds of the applicable Insurance Policies by the applicable insurer(s).

(c)

Notwithstanding anything to the contrary herein, from and after the Effective Date, any Person may only commence an action for a D&O Claim against a Director or Officer if such Person has first obtained (i) the consent of the Monitor, or (ii) the leave of the Court on notice to the applicable Director or Officer, the Just Energy Entities, the Monitor and any applicable insurer(s), or if the action will be


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commenced within the United States, if such Person has first obtained an Order of the U.S. Court in the Chapter 15 Proceeding on notice to the applicable Director or Officer, the Just Energy Entities, the Monitor and any applicable insurer(s).

3.5

Affected Claims of the Secured Creditor Class

(1)

Voting of the Secured Creditor Class

Pursuant to and in accordance with the Meetings Order, the Secured Creditor Class shall be entitled to vote on the Plan at the Meeting as follows: each Credit Facility Lender shall be entitled to one (1) vote in the amount equal to its Voting Claim; provided that, in order to vote on the Plan, a Credit Facility Lender must deliver a Secured Creditor Proxy in accordance with the Meetings Order.

(2)

Treatment of the Credit Facility Claim

In accordance with the terms and in the steps and sequences set forth in the Restructuring Steps Supplement, on the Effective Date, in full and final satisfaction of the Credit Facility Claim,

(a)

the Just Energy Entities, shall pay, or shall cause to be paid, to the Credit Facility Agent, an amount equal to the Credit Facility Claim less the Credit Facility Remaining Debt, if any, in full in cash in the currency that such Credit Facility Claim was originally denominated in full and final satisfaction of the Credit Facility Claim less the Credit Facility Remaining Debt, if any; and

(b)

provided that a Credit Facility Lender Termination Event has not occurred (or if it has occurred, it has been waived by the Credit Facility Lenders in accordance with the Support Agreement) before the Effective Time, the New Credit Facility and the New Credit Facility Documents shall become effective in accordance with their terms, and the Credit Facility Remaining Debt, if any, shall remain outstanding as an initial outstanding principal amount under the New Credit Agreement, upon implementation of the Plan pursuant and subject to the terms of the New Credit Facility Documents.

3.6

Treatment of the BP Commodity / ISO Services Claims

In accordance with the terms and in the steps and sequences set forth in the Restructuring Steps Supplement, on the Effective Date, in full and final satisfaction of the BP Commodity / ISO Services Claims, New Just Energy Parent shall issue the New Preferred Shares to the BP Commodity / ISO Services Claimholder. The BP Commodity / ISO Services Claimholder shall not be entitled to vote on the Plan in respect of the BP Commodity / ISO Services Claims.

3.7

Treatment of De Minimis Claims

Notwithstanding any other provision of this Plan, no holder of an Accepted Claim that is less than $10 (a “De Minimis Claim”) shall be entitled to or receive any distributions pursuant to the Plan in respect of such De Minimis Claim, and all such De Minimis Claims shall be fully, finally,


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irrevocably and forever compromised, released, discharged, cancelled and barred, and shall be treated as such in the calculation of any Pro Rata Share under this Plan.

3.8

Unaffected Claims

Unaffected Claims shall not be compromised under the Plan. No holder of an Unaffected Claim shall: (a) be treated as a Convenience Creditor; (b) be entitled to vote on the Plan or attend at any of the Meetings in respect of such Unaffected Claim; or (c) be entitled to or receive any payments or distributions, or be subject to any compromise or settlement, pursuant to the Plan in respect of such Unaffected Claim, unless specifically provided for under and pursuant to the Plan, including without limitation, pursuant to Section 3.6, Section 5.4(a)(v) and Section 11.3.

3.9

New Equity Offering

(a)

Each Beneficial Term Loan Claim Holder that qualifies as a New Equity Offering Eligible Participant shall have the right, but not the obligation, to elect irrevocably to participate in the New Equity Offering and exercise its New Equity Offering Rights to subscribe for and purchase up to its Subscription Share Percentage of New Equity Offering Shares by submitting, in accordance with the New Equity Offering Documentation, a duly completed and executed New Equity Offering Participation Form, together with such Beneficial Term Loan Claim Holder’s Subscription Amount to be paid to the Escrow Agent, by wire transfer in indefeasible funds, in accordance with the Meetings Order and the New Equity Offering Documentation on or prior to the New Equity Participation Deadline. Any New Equity Offering Participation Form received by the Just Energy Entities after the New Equity Participation Deadline or not accompanied by such Beneficial Term Loan Claim Holder’s Subscription Amount will be deemed to be invalid and not effective and shall be disregarded for all purposes of the Plan.

(b)

Submission of a validly completed New Equity Offering Participation Form and the applicable Subscription Amount by a Beneficial Term Loan Claim Holder that qualifies as a New Equity Offering Eligible Participant in accordance with the Meetings Order, the New Equity Offering Documentation and this Section 3.9 shall constitute an irrevocable subscription by the applicable Beneficial Term Loan Claim Holder, and a commitment by the applicable Beneficial Term Loan Claim Holder, to participate in the New Equity Offering Rights by purchasing up to its Subscription Share Percentage of the New Equity Offering Shares.

(c)

Subject to the terms and conditions of the Backstop Commitment Letter, each Backstop Party shall deliver a completed and executed New Equity Offering Participation Form and fund its Subscription Amount in accordance with the Backstop Commitment Letter.

(d)

Additional Backstop Parties shall fund their Backstop Party’s Commitments in accordance with the Backstop Commitment Letter. To the extent an Additional Backstop Party’s Backstop Party Commitments are unused, they will be returned to the Additional Backstop Party in accordance with the Backstop Commitment Letter.


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(e)

Within five (5) Business Days following the New Equity Participation Deadline, the Just Energy Entities shall provide written notice to each Initial Backstop Party and the Monitor setting forth the Just Energy Entities’ calculation of: (i) the number of Backstopped Shares, (ii) the New Equity Offering Shares subscribed for and funded by New Equity Offering Eligible Participants in the New Equity Offering, and (iii) such Backstop Party’s Backstop Party’s Commitments.

(f)

The Escrow Agent shall promptly return to a Beneficial Term Loan Claim Holder any Subscription Amount received from a Beneficial Term Loan Claim Holder who did not submit a duly completed and executed New Equity Offering Participation Form on or prior to the New Equity Participation Deadline or who does not qualify as a New Equity Offering Eligible Participant, in accordance with this Section 3.9, and the Just Energy Entities shall notify such Beneficial Term Loan Claim Holder of the reason for the return of the Subscription Amount.

(g)

Subject to and in accordance with the terms and conditions of the Backstop Commitment Letter, no less than five (5) Business Days prior to the anticipated Effective Date (or such other date as may be agreed by the Just Energy Entities and the Initial Backstop Parties, each acting reasonably), each such Initial Backstop Party (or its assignee under the Backstop Commitment Letter) shall deliver to the Escrow Agent an amount equal to its Backstop Party Commitments in accordance with the Backstop Commitment Letter, and each such Initial Backstop Party (or its assignee under the Backstop Commitment Letter) shall be deemed to have subscribed for the purchase of such allocation of the Backstopped Shares, subject to the terms and conditions of the Backstop Commitment Letter.

(h)

Each Initial Backstop Party that is not a Defaulting Backstop Party thereunder, may assume the Defaulting Backstop Party’s Backstop Party Commitments and obligation to subscribe for such Defaulting Backstop Party’s New Equity Offering Shares available under its New Equity Offering Rights, subject to and in accordance with the terms and conditions of the Backstop Commitment Letter.

(i)

All Subscription Amounts and Backstop Party’s Commitments received by the Escrow Agent in accordance with this Section 3.9 shall be held by the Escrow Agent, in escrow, and shall be transferred by the Escrow Agent as directed by the Just Energy Entities in accordance with the Plan upon the Effective Date. In the event that the Plan is terminated, withdrawn or revoked in accordance with the terms hereof, the Support Agreement or the Backstop Commitment Letter, or the Backstop Commitment Letter is terminated in accordance with its terms, the Escrow Agent shall forthwith return all Subscription Amounts and Backstop Party’s Commitments received pursuant to this Section 3.9 to the applicable Beneficial Term Loan Claim Holder and Backstop Party.

(j)

On the Effective Date, New Just Energy Parent shall issue the Backstop Commitment Fee Shares to the Initial Backstop Parties and Additional Backstop Parties in accordance with the Backstop Commitment Letter.


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3.10

Transferred Claims

Any General Unsecured Creditor may transfer the whole of its Claim prior to the Meeting for General Unsecured Creditors in accordance with the Subordinated Note Documents, the Claims Procedure Order and the Meetings Order, as applicable; provided that, the Just Energy Entities and the Monitor shall not be obligated to recognize the transferee of such Claim as a General Unsecured Creditor in respect thereof, including allowing such transferee to vote at the Meeting for General Unsecured Creditors, unless a Proof of Assignment has been received by the Just Energy Entities and the Monitor prior to 5:00 p.m. on the day that is at least ten (10) Business Days prior to the date of the Meeting and such transfer has been acknowledged in writing by the Just Energy Entities and the Monitor. Thereafter such transferee shall, for all purposes in accordance with the Claims Procedure Order, the Meetings Order, the CCAA and the Plan, constitute a General Unsecured Creditor and shall be bound by any notices given or steps taken in respect of such Claim in accordance with the Meetings Order and any further Order of the Court in the CCAA Proceeding.

If a General Unsecured Creditor transfers the whole of its Claim to more than one Person or part of such Claim to another Person after the Filing Date, such transfer shall not create a separate Voting Claim and such Claim shall continue to constitute and be dealt with for the purposes hereof as a single Voting Claim. Notwithstanding such transfer, the Just Energy Entities and the Monitor shall not be bound to recognize or acknowledge any such transfer and shall be entitled to give notices to and otherwise deal with such Claim only as a whole and only to and with the Person last holding such Claim in whole as the General Unsecured Creditor in respect of such Claim; provided that, such General Unsecured Creditor may, by notice in writing to the Just Energy Entities and the Monitor in accordance with and subject to the Meetings Order and given prior to 5:00 p.m. on the day that is at least ten (10) Business Days prior to the date of the Meeting, direct the subsequent dealings in respect of such Claim, but only as a whole, shall be with a specified Person and in such event, such transferee of the Claim and the whole of such Claim shall be bound by any notices given or steps taken in respect of such Claim in accordance with the Meetings Order and any further Order of the Court in the CCAA Proceeding or the U.S. Court in the Chapter 15 Proceeding.

No Beneficial Term Loan Claim Holder shall be entitled to transfer its Pro Rata Share of the Term Loan Claim on or following the Term Loan Record Date; provided that the Just Energy Entities shall have the authority, with the consent of the Monitor and the Plan Sponsor (such consent not to be unreasonably withheld, conditioned or delayed), to permit a transfer of a Beneficial Term Loan Claim Holder’s Pro Rata Share of the Term Loan Claim following the Term Loan Record Date for distribution purposes under the Plan for the sole purpose of a Beneficial Term Loan Claim Holder transferring the whole of its Pro Rata Share of the Term Loan Claim to a single designee in order for such Beneficial Term Loan Claim Holder to transfer such Pro Rata Share of the Term Loan Claim to a party that can receive the Term Loan Claim Shares in accordance with this Plan and Applicable Laws and so long as such transfer will not result in the Just Energy Entities being unable to satisfy the condition precedent set forth in Section 10.1(l).

3.11

Extinguishment of Claims

On the Effective Date, in accordance with the terms and in the steps and sequences set forth in the Restructuring Steps Supplement and in accordance with the provisions of the Sanction Order, the treatment of all Affected Claims and all Released Claims, in each case as set forth in the Plan, shall be final and binding on the Just Energy Entities, all Creditors, any Person having a Released Claim


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and all other Persons named or referred to in or subject to the Plan (and their respective heirs, executors, administrators, legal personal representatives, successors and assigns), and all Affected Claims and all Released Claims shall be fully, finally, irrevocably and forever released, discharged, cancelled and barred except as provided for herein, and the Just Energy Entities and the Released Parties shall thereupon have no further obligation whatsoever in respect of such Affected Claims or the Released Claims, as applicable; provided that, nothing herein releases the Just Energy Entities or any other Person from their obligations to make distributions in the manner and to the extent provided for in the Plan and provided further that, such discharge and release of the Just Energy Entities shall be without prejudice to the right of a Creditor in respect of a Disputed Claim to prove such Disputed Claim in accordance with the Claims Procedure Order so that such Disputed Claim may become an Accepted Claim.

3.12

Guarantees and Similar Covenants

No Person who has a Claim under any guarantee, surety, indemnity or similar covenant in respect of any Claim that is compromised and released under the Plan or who has any right to claim over in respect of or to be subrogated to the rights of any Person in respect of a Claim that is compromised under the Plan shall be entitled to any greater rights than the Person whose Claim is compromised under the Plan.

3.13

Set-Off

The law of set-off applies to all Claims.

ARTICLE 4

PLAN IMPLEMENTATION FUND

4.1

Plan Implementation Fund

On or prior to the Effective Date, the Just Energy Entities shall deliver, or cause to be delivered, to the Monitor from (i) the New Equity Offering Proceeds, and/or (ii) Cash on Hand, to the extent necessary, the following amounts which shall be held by the Monitor in a segregated account of the Monitor and shall constitute the Plan Implementation Fund, and shall be used by the Monitor to pay or satisfy, on behalf of the Just Energy Entities:

(a)

the amount of the Administrative Expense Reserve; and

(b)

the amount of the General Unsecured Creditor Cash Pool.

4.2

Administrative Expense Reserve and Other Fees and Expenses

(a)

From and after the Effective Date, the Monitor shall pay from the Administrative Expense Reserve, the reasonable and documented fees and disbursements (plus any applicable Taxes thereon) for any post-Effective Date services incurred by the Monitor, its legal counsel and any other Persons from time to time retained by the Monitor, in connection with administrative and estate matters (collectively, the “Monitor Administration Expenses”). Any unused portion of the Administrative Expense Reserve shall be transferred by the Monitor to New Just Energy Parent.


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(b)

The Monitor shall have the sole discretion to determine whether the fees and disbursements of the Monitor, its legal counsel and any other Persons from time to time retained by the Monitor should be classified as Monitor Administration Expenses or fees and disbursements incurred under Section 5.2(b).

ARTICLE 5

DISTRIBUTIONS, PAYMENTS AND TREATMENT OF CLAIMS

5.1

Distributions Generally

All distributions to be effected pursuant to the Plan shall be made pursuant to this Article 5 and Article 6 and shall occur in the manner set forth herein and therein. Notwithstanding any other provisions of the Plan, an Affected Creditor holding a Disputed Claim shall not be entitled to receive a distribution under the Plan in respect of any portion thereof unless and until such Disputed Claim becomes an Accepted Claim.

5.2

Distributions to the General Unsecured Creditors

(a)

General Unsecured Creditors with Accepted Claims shall receive distributions from the General Unsecured Creditor Cash Pool in accordance with Section 3.4(3).

(b)

From and after the Effective Date, other than in respect of the Monitor Administration Expenses that are provided for in Section 4.2(a), the Monitor shall pay from the General Unsecured Creditor Cash Pool, the reasonable and documented fees and disbursements (plus any applicable Taxes thereon) incurred by the Just Energy Entities’ legal, financial and other advisors, the Monitor and its legal counsel and any other Persons that may from time to time be retained by the Just Energy Entities or the Monitor, in connection with post-Effective Date matters relating to the Plan and the CCAA Proceeding, including in connection with the implementation of the Plan, the administration of the Plan Implementation Fund, the continued administration of the claims process provided for in the Claims Procedure Order and the resolution of Disputed Claims, and the termination of the CCAA Proceeding and the Chapter 15 Proceeding following the Effective Date.

(c)

All cash distributions to be made under the Plan to a General Unsecured Creditor shall be made by the Monitor on behalf of the Just Energy Entities by cheque or by wire transfer and (i) in the case of a cheque, will be sent, via regular mail, to such Creditor to the address specified in the Proof of Claim filed by, or Negative Notice Claims Package delivered to, such Creditor or such other address as the Creditor may from time to time notify the Monitor in writing in accordance with Section 11.14, or (ii) in the case of a wire transfer, shall be sent to an account specified by such Creditor to the Monitor in writing to the satisfaction of the Monitor.

(d)

The Monitor may, but shall not be obligated to, make any distribution to the General Unsecured Creditors before (i) all Disputed Claims have been finally resolved for distribution purposes in accordance with the Claims Procedure Order or further Order of the Court in the CCAA Proceeding or the U.S. Court in the Chapter 15 Proceeding; and (ii) all expenses have been incurred and paid pursuant to Section


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5.2(b), and in doing so the Monitor may reserve such amount as it considers appropriate from the General Unsecured Creditor Cash Pool.

(e)

Notwithstanding anything else in the Plan, the aggregate of the distributions provided for in Section 3.4(3) and this Section 5.2 shall not exceed the amount of funds in the General Unsecured Creditor Cash Pool.

5.3

Distributions of the New Shares

(a)

All New Shares issued under the Plan shall be deemed to have been issued as fully paid and non-assessable shares of New Just Energy Parent, free and clear of any Encumbrances, except as provided in New Just Energy Parent’s New Corporate Governance Documents and arising under applicable securities laws.

(b)

Delivery by New Just Energy Parent of the New Shares issued and distributed under the Plan will be made by book-entry positions in the equity records of New Just Energy Parent in the name of the applicable recipient (or such other Person as such recipient directs in writing) (subject to subsequent determination in the discretion of New Just Energy Parent as to the form in which the New Shares will be issued as may be required to implement any provision of the Plan).

(c)

On the Effective Date, New Just Energy Parent shall issue New Shares in accordance with the steps and sequences set forth in the Restructuring Steps Supplement (or reserve New Shares for issuance, as applicable, in accordance with Section 5.3(e)).

(d)

Notwithstanding anything to the contrary in the Plan, no Person (including, for the avoidance of doubt and if applicable, the Depository Trust Company (“DTC”)) may require a legal opinion regarding the validity of any transaction contemplated by the Plan, including for the avoidance of doubt, whether the securities to be issued under the Plan are exempt from registration and/or eligible for DTC book entry delivery, settlement and depository services. Any such Person, (including, for the avoidance of doubt and if applicable, DTC), shall be required to accept and conclusively rely upon the Plan and court order related thereto in lieu of any such legal opinion regarding whether the securities to be issued under the Plan are exempt from registration and/or eligible for DTC book entry delivery, settlement, and depository services.

(e)

Notwithstanding Section 5.3(c), no Person shall be entitled to the rights associated with the New Shares and all such New Shares shall be reserved for issuance on the books and records of New Just Energy Parent (but, for the avoidance of doubt, not actually issued) until such time as it has delivered a duly executed and completed New Shareholder Information Form to New Just Energy Parent. In the event that such Person fails to deliver a duly executed and completed New Shareholder Information Form in accordance with this Section 5.3(e) on or before the date that is six (6) months following the Effective Date, New Just Energy Parent shall have no further obligation to issue or deliver, and shall have no further obligation to reserve on its books and records, any New Shares otherwise issuable to such Person


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(such shares, the “Unissued New Shares”) that have not delivered a duly executed and completed New Shareholder Information Form in accordance with this Section 5.3(e) and all such Persons shall cease to have a claim to, or interest of any kind or nature against or in, New Just Energy Parent or the Unissued New Shares.

(f)

The stated capital accounts for the Common Shares and the New Shares and any adjustments thereto resulting from the transactions contemplated by the Plan shall be as determined by the applicable New Board, in accordance with the Restructuring Steps Supplement and Applicable Law, as applicable.

(g)

The Just Energy Entities intend that the issuance and distribution, pursuant to the Plan, of all the New Shares, shall qualify for exemption from the prospectus and registration requirements of Canadian Securities Laws on the basis of the exemption provided in section 2.11 of NI 45-106. The Just Energy Entities also intend that the issuance and distribution, pursuant to the Plan, of all the New Shares, other than as set forth in the next sentence, shall be exempt from the registration requirements of the U.S. Securities Act in reliance upon Section 1145 to the maximum extent permitted under Applicable Law. Notwithstanding anything to the contrary herein, the New Equity Offering Shares to be offered and sold in the New Equity Offering and any New Shares to be offered and sold to the Backstop Parties pursuant to their Backstop Party’s Commitments and for which the exemption to registration pursuant to Section 1145 is unavailable are being offered and sold exclusively to the Participating Term Loan Claimants and, if applicable, the Backstop Parties, in reliance on the exemption from registration under the U.S. Securities Act set forth in section 4(a)(2) thereof (such New Equity Offering Shares and New Shares, the “4(a)(2) Securities”).

(h)

Pursuant to Section 1145, the offering, issuance, and distribution of the 1145 Securities shall be exempt from, among other things, the registration and prospectus delivery requirements of section 5 of the U.S. Securities Act and any other applicable U.S. federal, state, local or other law requiring registration prior to the offering, issuance, distribution, or sale of the 1145 Securities. Each of the 1145 Securities, (a) will not be “restricted securities” as defined in rule 144(a)(3) under the U.S. Securities Act; and (b) will be freely tradable and transferable in the United States by each recipient thereof that (i) is an entity that is not an “underwriter” as defined in section 1145(b)(1) of the U.S. Bankruptcy Rules, (ii) is not an “affiliate” of New Just Energy Parent as defined in Rule 144(a)(1) under the U.S. Securities Act, (iii) has not been such an “affiliate” within ninety (90) days of the time of the transfer, and (iv) has not acquired such securities from such an “affiliate” within one year of the time of transfer. Notwithstanding the foregoing, the 1145 Securities remain subject to compliance with applicable securities laws and any rules and regulations of the U.S. Securities and Exchange Commission, if any, applicable at the time of any future transfer of such 1145 Securities and subject to any restrictions in the New Corporate Governance Documents.

(i)

The 4(a)(2) Securities will be issued without registration under the U.S. Securities Act in reliance upon the exemption set forth in section 4(a)(2) of the U.S. Securities Act, Regulation D and/or Regulation S (and similar registration exemptions


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applicable outside of the United States). Any New Shares issued in reliance on section 4(a)(2) of the U.S. Securities Act, including in compliance with Rule 506 of Regulation D, and/or Regulation S will be “restricted securities” subject to resale restrictions and may be resold, exchanged, assigned or otherwise transferred only pursuant to registration, or an applicable exemption from registration under the U.S. Securities Act and other Applicable Law, including state securities laws and subject to any restrictions in the New Corporate Governance Documents.

5.4

Distributions, Payments and Settlements of Unaffected Claims

(a)

Claims Secured by the CCAA Charges

(i)

Administration Charge

In accordance with the steps and sequences set forth in the Restructuring Steps Supplement, on the Effective Date, all outstanding obligations, liabilities, fees, and disbursements secured by the Administration Charge which are evidenced by invoices of the beneficiaries thereof delivered to JEGI as at the Effective Date, shall be fully paid by the Just Energy Entities.

The Monitor Administration Expenses shall continue to be secured by the Administrative Expense Reserve, and the Administration Charge shall be and be deemed to be fully and finally satisfied and discharged from and against any and all assets of the Just Energy Entities and the Plan Implementation Fund.

(ii)

FA Charge

In accordance with the steps and sequences set forth in the Restructuring Steps Supplement, on the Effective Date, all outstanding obligations, liabilities, fees, and disbursements secured by the FA Charge, which are evidenced by invoices of the Financial Advisor delivered to JEGI as at the Effective Date, shall be fully paid by the Just Energy Entities. Effective upon the Effective Date, the FA Charge shall be and be deemed to be fully and finally satisfied and discharged from and against any and all assets of the Just Energy Entities and the Plan Implementation Fund.

(iii)

Directors’ Charge

On the Effective Date, all Released D&O Claims shall be fully, finally, and irrevocably compromised, released, discharged, cancelled, extinguished, and barred in accordance with Article 8 and the Directors’ Charge shall be and be deemed to be fully and finally satisfied and discharged from and against any and all assets of the Just Energy Entities and the Plan Implementation Fund.

(iv)

KERP Charge

On the Effective Date, all amounts owing under the KERP and secured by the KERP Charge as at the Effective Date shall be fully paid by the Just Energy Entities to the beneficiaries thereof. Effective upon the Effective Date, the KERP Charge shall be and be deemed to be fully and finally satisfied and discharged from and


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against any and all assets of the Just Energy Entities and the Plan Implementation Fund.

(v)

DIP Lenders’ Charge

In accordance with the steps and sequences set forth in the Restructuring Steps Supplement, on the Effective Date, the Just Energy Entities shall pay to the DIP Agent an amount equal to the DIP Lenders’ Claim in full in cash in the currency that such DIP Lenders’ Claim was originally denominated in full and final satisfaction of the DIP Lenders’ Claim. Upon the Effective Date, the DIP Lenders’ Charge shall be and be deemed to be fully and finally satisfied and discharged from and against any and all assets of the Just Energy Entities and the Plan Implementation Fund.

(vi)

Priority Commodity/ISO Charge

In accordance with the steps and sequences set forth in the Restructuring Steps Supplement, on the Effective Date, the Priority Commodity/ISO Charge shall be and be deemed to be fully and finally satisfied and discharged from and against any and all assets of the Just Energy Entities and the Plan Implementation Fund.

(vii)

Cash Management Charge

In accordance with the steps and sequences set forth in the Restructuring Steps Supplement, on the Effective Date, the Cash Management Charge shall be and be deemed to be fully and finally satisfied and discharged from and against any and all assets of the Just Energy Entities and the Plan Implementation Fund.

(viii)

Termination Fee Charge

In accordance with the steps and sequences set forth in the Restructuring Steps Supplement, on the Effective Date, the Termination Fee Charge shall be and be deemed to be fully and finally satisfied and discharged from and against any and all assets of the Just Energy Entities and the Plan Implementation Fund.

(b)

Commodity Supplier Claims

In accordance with the steps and sequences set forth in the Restructuring Steps Supplement, on the Effective Date, the Just Energy Entities shall pay to each Commodity Supplier an amount equal to such Commodity Supplier’s Commodity Supplier Claim in full in cash in the currency that such Commodity Supplier Claim was originally denominated in full and final satisfaction of such Commodity Supplier Claim.

(c)

Government Priority Claims

On or as soon as reasonably practicable following the Effective Date, the applicable Just Energy Entities shall pay or cause to be paid in full all Government Priority Claims, if any, outstanding as


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at the Filing Date or related to the period ending on the Filing Date, to the applicable Governmental Entity.

(d)

Employee Priority Claims

On the Effective Date, applicable Just Energy Entities shall pay or cause to be paid in full all Employee Priority Claims due and accrued to the Effective Date, to each holder of an Employee Priority Claim to the full amount of his, her, or their respective Employee Priority Claim.

(e)

Post-Filing Claims and Energy Regulator Claims in the Ordinary Course

All Post-Filing Claims and all Energy Regulator Claims outstanding as of the Effective Date, if any, shall be paid by the applicable Just Energy Entity in the ordinary course consistent with past practice, and, for greater certainty, any cash collateral of any of the Just Energy Entities held by any such Person to the Just Energy Entities shall be unaffected by the Plan and shall continue to be held in accordance with existing terms.

(f)

Intercompany Claims

On or prior to the Effective Date, Intercompany Claims shall be paid in cash or property, set-off, cancelled, maintained, re-instated, contributed or distributed, or otherwise addressed, in each case, as set forth on the books and records of, and/or in documents executed by, the applicable Just Energy Entity (provided that any such documents executed after the date of the Support Agreement shall be in form and substance satisfactory to the Plan Sponsor, acting reasonably) and in accordance with the terms and in the steps and sequences set forth in the Restructuring Steps Supplement, all of which, in the manner agreed by the Just Energy Entities and the Plan Sponsor, each acting reasonably.

5.5

Distributions in respect of Transferred Claims

The Just Energy Entities and the Monitor shall not be obligated to deliver any distributions under the Plan to any transferee of the whole of an Affected Claim unless a Proof of Assignment has been delivered to the Monitor no later than the Initial Distribution Record Date or, in the case of a Beneficial Term Loan Claim Holder, the Term Loan Record Date.

5.6

Treatment of Undeliverable Distributions

If any Creditor entitled to a distribution pursuant to the Plan cannot be located by the Monitor on the applicable Distribution Date, or if any Creditor’s distribution under the Plan is returned as undeliverable (an “Undeliverable Distribution”), no further distributions to such Creditor shall be made unless and until the Monitor is notified by such Creditor of such Creditor’s current address, at which time all such distributions shall be made to such Creditor. If such Creditor cannot be located by the Monitor or if any delivery or distribution to be made pursuant to the Plan is returned as undeliverable, or in the case of any distribution made by cheque, the cheque remains uncashed, for a period of more than six (6) months after the applicable Distribution Date or the date of delivery or mailing of the cheque, whichever is later, the Claim of any Creditor with respect to such undelivered or unclaimed distribution shall be discharged and forever barred, notwithstanding any Applicable Law to the contrary, and any such cash allocable to the


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undeliverable or unclaimed distribution shall be released and returned by the Monitor to New Just Energy Parent or its designee, free and clear of any claims of such Creditor or any other Creditors and their respective successors and assigns. Nothing contained in the Plan shall require the Just Energy Entities, New Just Energy Parent or the Monitor to attempt to locate any holder of any Undeliverable Distributions.

5.7

Currency

Unless specifically provided for in the Plan or the Sanction Order, any payment or distribution provided for in the Plan in respect of any Affected Claim shall be made in the currency denominated in the Proof of Claim or Negative Notice Claims Package, as applicable, relating to such Affected Claim, and if no currency has been denominated in such Proof of Claim or Negative Notice Claims Package, then such Affected Claim shall be deemed to be denominated in Canadian dollars.

5.8

Allocation of Payments and Distributions

All payments and distributions made pursuant to the Plan shall be allocated first towards the repayment of the principal amount in respect of the applicable Claim and second, if any, towards the repayment of all accrued but unpaid interest in respect of the applicable Claim.

5.9

Interest

Interest shall not accrue or be paid on any Affected Claim of any of the General Unsecured Creditors or Beneficial Term Loan Claim Holders on or after the Filing Date, and no holder of any such Claim shall be entitled to interest accruing on or after the Filing Date.

5.10

Tax Matters

All distributions hereunder shall be subject to any withholding and reporting requirements imposed by any Applicable Law or any Taxing Authority and the Just Energy Entities or the applicable agent shall, and shall direct the Monitor, on behalf of the Just Energy Entities or the applicable agent, to, deduct, withhold and remit from any distributions hereunder payable to a Creditor or to any Person on behalf of any Creditor, such amounts, if any, as the Just Energy Entities or the applicable agent determines that it or the Monitor, on behalf of the Just Energy Entities or the applicable agent, is required to deduct and withhold with respect to such payment under the ITA or under Applicable Law. To the extent that amounts are so deducted and withheld, such withheld amounts shall be treated for all purposes as having been paid to the Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Taxing Authority.

5.11

Priority Claims

Any terms or conditions of any Affected Claim of any of the General Unsecured Creditors or Beneficial Term Loan Claim Holders which purport to deal with the ordering of or grant of priority of payments of principal, interest, penalties, or other amounts shall be deemed to be void and ineffective.


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5.12

Fractional Interests

No fractional interests of New Shares (“Fractional Interests”) will be issued or allocated under the Plan. Any legal, equitable, contractual and any other rights or claims (whether actual or contingent, and whether or not previously asserted) of any Person with respect to any Fractional Interests shall be rounded down to the nearest whole number without compensation therefor.

5.13

Calculations

All amounts of consideration to be received hereunder will be calculated to the nearest cent ($0.01). All calculations and determinations made by the Monitor and/or the Just Energy Entities and agreed to by the Monitor for the purposes of and in accordance with the Plan, including, without limitation, the allocation of consideration, shall be conclusive, final and binding.

5.14

Cancellation

On the Effective Date, in accordance with the terms and in the steps and sequences set forth in the Restructuring Steps Supplement, and except as otherwise expressly provided for herein, all debentures, indentures, notes, certificates, agreements, invoices, guarantees, pledges and other instruments evidencing Affected Claims (excluding the Credit Facility Claims) and Existing Equity shall (a) not entitle any holder thereof to any compensation or participation other than as expressly provided for in the Plan; and (b) be cancelled and will be null and void (other than, for certainty, the Common Shares transferred and the Common Shares issued to New Just Energy Parent on the Effective Date in accordance with the steps and sequences set forth in the Restructuring Steps Supplement, the Intercompany Interests and the New Shares).

5.15

Modifications to Distribution Mechanics

The Just Energy Entities and the Monitor, as applicable, in each case with the consent of the Plan Sponsor, acting reasonably, and in the case of payment or distributions on account of the Credit Facility Claims, with the consent of the Credit Facility Agent, acting reasonably, shall be entitled to make such additions and modifications to the process for making distributions pursuant to the Plan as may be deemed necessary or desirable in order to achieve the proper distribution and allocation of consideration to be distributed pursuant to the Plan, and any such additions or modifications shall not require an amendment to the Plan or any further Order of the Court in the CCAA Proceeding or the U.S. Court in the Chapter 15 Proceeding.

ARTICLE 6

RESTRUCTURING TRANSACTION

6.1

Corporate Actions

The adoption, execution, delivery, implementation and consummation of all matters contemplated under the Plan involving any corporate actions of the Just Energy Entities will occur and be effective as of the Effective Date, and shall be deemed to be authorized and approved under the Plan and by the Court, where applicable, as part of the Sanction Order, in all respects and for all purposes without any requirement of further action by shareholders, partners, Directors or Officers of the Just Energy Entities. All necessary approvals to take actions shall be deemed to have been


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obtained from the Directors, Officers, shareholders or partners of the Just Energy Entities, as applicable, including the deemed passing by any class of shareholders of any resolution or special resolution and any shareholders’ agreement or agreement between a shareholder and another Person limiting in any way the right to vote shares held by such shareholder or shareholders with respect to any of the steps contemplated by the Plan shall be deemed to have no force or effect.

6.2

Effective Date Transactions

The steps and compromises and releases to be effected in the implementation of the Plan shall occur, and be deemed to have occurred in the order and manner to be set out in a supplement to the Plan in accordance with Section 11.7 (the “Restructuring Steps Supplement”), without any further act or formality. The Restructuring Steps Supplement shall be in form and substance acceptable to the Just Energy Entities, the Credit Facility Lenders and the Plan Sponsor, each acting reasonably, provided that in no event will the Restructuring Steps Supplement be materially prejudicial to the interests of any Creditors under the other sections of this Plan.

6.3

Issuances Free and Clear

Any issuance of any securities or other consideration pursuant to the Plan will be free and clear of any Encumbrances, except as otherwise provided herein.

ARTICLE 7

REGULATORY MATTERS

7.1

Competition Act and Investment Canada Act Approval

New Just Energy Parent and the Plan Sponsor, each acting reasonably, shall work together in good faith to determine, on a date that is not later than ten (10) Business Days following the date of the Backstop Commitment Letter (the “Determination Date”), whether it is necessary or advisable that a filing be made to obtain Competition Act Approval and/or Investment Canada Act Approval in connection with the transactions contemplated by the Plan. In the event that New Just Energy Parent and the Plan Sponsor jointly determine that Competition Act Approval and/or Investment Canada Act Approval is required or should be obtained, as applicable:

(a)

New Just Energy Parent and the Plan Sponsor shall, as soon as reasonably practicable, and in no event more than ten (10) Business Days after the Determination Date, submit a request to the Commissioner for an Advance Ruling Certificate or, in the alternative, a No Action Letter in respect of the transactions contemplated by the Plan;

(b)

New Just Energy Parent and the Plan Sponsor shall submit, at their joint election and within ten (10) Business Days of such mutually agreed election, notification filings in accordance with Part IX of the Competition Act in respect of the transactions contemplated by the Plan; and

(c)

the Plan Sponsor shall, as soon as reasonably practicable and in no event more than ten (10) Business Days after the Determination Date, submit the notification for the Investment Canada Act Approval.


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7.2

Antitrust Approvals

On a date that is on or prior to the Determination Date, New Just Energy Parent and the Plan Sponsor, each acting reasonably, shall also work together in good faith to determine whether any Antitrust Approvals are required or advisable and if so, shall proceed to make any such filings on an expeditious basis. New Just Energy Parent shall be responsible for the payment of any filing fees required to be paid in connection with any filing made in respect of the Competition Act Approval and the Antitrust Approvals, as applicable.

7.3

Regulatory Approvals

New Just Energy Parent and the Plan Sponsor shall, from and after the date hereof, work together to determine whether any Regulatory Approvals would be required to be obtained in order to permit JEGI, New Just Energy Parent and Plan Sponsor to perform their obligations hereunder and the issuing, acquisition and holding of the New Common Shares. In the event any such determination is made, New Just Energy Parent and the Plan Sponsor shall use commercially reasonable efforts to apply for and obtain any such Regulatory Approvals in accordance with Section 7.4 as soon as reasonably practicable, except for such Regulatory Approvals that need not be obtained or in full force and effect prior to the implementation of the Plan, which shall be applied for as soon as reasonably practicable after the implementation of the Plan, in each case at the sole cost and expense of New Just Energy Parent.

7.4

Transaction Regulatory Approvals

New Just Energy Parent and the Plan Sponsor shall use commercially reasonable efforts to apply for and obtain the Transaction Regulatory Approvals and shall co-operate with one another in connection with obtaining such approvals. Without limiting the generality of the foregoing, New Just Energy Parent and the Plan Sponsor shall: (a) give each other reasonable advance notice of all meetings or other oral communications with any Governmental Entity relating to the Transaction Regulatory Approvals, as applicable, and provide as soon as practicable but in any case, if any, within the required time, any additional submissions, information and/or documents requested by any Governmental Entity necessary, proper or advisable to obtain the Transaction Regulatory Approvals; (b) not participate independently in any such meeting or other oral communication regarding the Transaction Regulatory Approvals without first giving the other party (or the other party’s outside counsel) an opportunity to attend and participate in such meeting or other oral communication, unless otherwise required or requested by such Governmental Entity; (c) if any Governmental Entity initiates an oral communication regarding the Transaction Regulatory Approvals as applicable, promptly notify the other party of the substance of such communication; (d) subject to Applicable Laws relating to the exchange of information, provide each other with a reasonable advance opportunity to review and comment upon and consider in good faith the views of the other in connection with all written communications (including any filings, notifications, submissions, analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Just Energy Entity or Plan Sponsor) with a Governmental Entity regarding the Transaction Regulatory Approvals as applicable; and (e) promptly provide each other with copies of all written communications to or from any Governmental Entity relating to the Transaction Regulatory Approvals as applicable.


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7.5

Competitively Sensitive Information

Each of New Just Energy Parent and the Plan Sponsor may, as advisable and necessary (acting reasonably), designate any competitively sensitive material provided to the other under this Article 7 as “Outside Counsel Only Material”; provided that, the disclosing party also provides a redacted version to the receiving party. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and, subject to any additional agreements between New Just Energy Parent and Plan Sponsor, will not be disclosed by such outside legal counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials or its legal counsel.

7.6

No Divestitures or Material Operating Restrictions

The obligation of New Just Energy Parent and the Plan Sponsor to use its commercially reasonable efforts to obtain the Transaction Regulatory Approvals does not require New Just Energy Parent or the Plan Sponsor (or any Affiliate thereof) to undertake any divestiture of any business or business segment of New Just Energy Parent or the Plan Sponsor (or any Affiliate thereof), to agree to any material operating restrictions related thereto or to incur any material expenditure(s) related therewith, unless agreed to by the Plan Sponsor and New Just Energy Parent. In connection with obtaining the Transaction Regulatory Approvals, no Just Energy Entity shall agree to any of the foregoing items without the prior written consent of the Plan Sponsor.

ARTICLE 8

RELEASES

8.1

Third-Party Releases

On the Effective Date, in accordance with the steps and sequences set forth in the Restructuring Steps Supplement, (a) the Just Energy Entities and their respective current and former employees, contractors, advisors, legal counsel and agents; (b) the Directors and Officers; (c) the Monitor, the Supporting Parties, the Backstop Parties, the DIP Agent, the DIP Lenders, the Plan Sponsor, the Credit Facility Agent, the Term Loan Agent and the Subordinated Note Trustee, and each of their respective present and former affiliates, subsidiaries, directors, officers, members, partners, employees, auditors, advisors, legal counsel and agents (collectively, (a), (b) and (c), in their capacities as such, the “Released Parties” and individually a “Released Party”) shall be released by the Releasing Parties and discharged from any and all demands, claims, actions, Causes of Action, counterclaims, suits, debts, sums of money, accounts, covenants, damages, judgments, orders, including for injunctive relief or specific performance and compliance orders, expenses, executions, Encumbrances and other recoveries on account of any liability, obligation, demand or cause of action of whatever nature, including claims for contribution or indemnity, which any Creditor or other Person may be entitled to assert, whether known or unknown, matured or unmatured, direct, indirect or derivative, foreseen or unforeseen, existing or hereafter arising, based in whole or in part on any act, omission, transaction, duty, responsibility, indebtedness, liability, obligation, dealing or other occurrence existing or taking place on or prior to the Effective Date, or that relates to matters relating to implementation of the Plan, including distributions pursuant to the Plan following the Effective Date, that constitute or are in any way relating to, arising out of or in connection with (i) any Claims (including Equity Claims), any D&O Claims or any D&O Indemnity Claims with respect thereto, (ii) any payments, distributions or share


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issuances under the Plan, (iii) the business and affairs of the Just Energy Entities whenever or however conducted, (iv) the business and assets of the Just Energy Entities, (v) the administration and/or management of the Just Energy Entities, (vi) the Affected Claims, the Support Agreement, the Backstop Commitment Letter, the Definitive Documents, the Plan, the Existing Equity, the CCAA Proceeding or the Chapter 15 Proceeding, or any document, instrument, matter or transaction involving the Just Energy Entities arising in connection with or pursuant to any of the foregoing, (vii) any contract that has been restructured, terminated, repudiated, disclaimed, or resiliated in accordance with the CCAA, (viii) the liabilities of the Directors and Officers and any alleged fiduciary or other duty, including any and all Claims that may be made against the Directors or Officers where by law such Directors or Officers may be liable in their capacity as Directors or Officers, or (ix) any Claim that has been barred or extinguished by the Claims Procedure Order (subject to the excluded matters in the proviso below, referred to collectively as the “Released Claims” and individually a “Released Claim”), and all Released Claims shall be deemed to be fully, finally, irrevocably and forever waived, discharged, released, cancelled and barred as against the Released Parties, all to the fullest extent permitted by Applicable Law; provided that, nothing therein will waive, discharge, release, cancel or bar (w) any obligations of any of the Released Parties under or in connection with the Plan, the Support Agreement, the Backstop Commitment Letter, the Definitive Documents, the New Credit Facility Documents, the New Intercreditor Agreement, the New Shares, the MIP or the New Corporate Governance Documents, (x) the Just Energy Entities from or in respect of any Unaffected Claim that has not been paid in full under the Plan, (y) subject to Section 8.4, any claim that is not permitted to be released pursuant to section 19(2) of the CCAA, or (z) any Director from any claim that is not permitted to be released pursuant to section 5.1(2) of the CCAA.

8.2

Debtor Releases

On the Effective Date, in accordance with the steps and sequences set forth in the Restructuring Steps Supplement, the Released Parties shall be released by each of the Just Energy Entities and their respective current and former affiliates, and discharged from, any and all Released Claims held by the Just Energy Entities as of the Effective Date, and all Released Claims shall be deemed to be fully, finally, irrevocably, and forever waived, discharged, released, cancelled, and barred as against the Released Parties, all to the fullest extent permitted by Applicable Law; provided that, nothing therein will waive, discharge, release, cancel or bar (a) any obligations of any of the Released Parties under or in connection with the Plan, the Support Agreement, the Backstop Commitment Letter, the Definitive Documents, the New Credit Facility Documents, the New Intercreditor Agreement, the New Shares, the MIP or the New Corporate Governance Documents; (b) the Just Energy Entities from or in respect of any Unaffected Claim that has not been paid in full under the Plan; (c) subject to Section 8.7, any claim that is not permitted to be released pursuant to section 19(2) of the CCAA; or (d) any Director from any claim that is not permitted to be released pursuant to section 5.1(2) of the CCAA.

Notwithstanding anything to the contrary in the Plan and the Definitive Documents (and any exhibits thereto), or in the Sanction Order or the Sanction Recognition Order, the releases set forth in this Section 8.2 shall not include, nor limit or modify in any way, any Claim (or any defenses) which any of the Just Energy Entities may hold or be entitled to assert against any Released Party as of the Effective Date relating to any contracts, leases, agreements, licenses, bank accounts or banking relationships, accounts receivable, invoices, or other ordinary course obligations which are remaining in effect following the Effective Date.


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8.3

Limitation on Insured Claims

Notwithstanding anything to the contrary in this Article 8, Insured Claims shall not be compromised, released, discharged, cancelled or barred by the Plan; provided that, from and after the Effective Date, any Person having an Insured Claim shall be irrevocably limited to recovery in respect of such Insured Claim solely from the proceeds of the applicable Insurance Policies, and Persons with an Insured Claim shall have no right to, and shall not, directly or indirectly, make any claim or seek any recoveries in respect thereof from the Just Energy Entities, any Director or Officer or any other Released Party, other than enforcing such Person’s rights to be paid by the applicable insurer(s) from the proceeds of the applicable Insurance Policies.

8.4

Injunctions

All Persons are permanently and forever barred, estopped, stayed and enjoined, on and after the Effective Time, with respect to any and all claim or Cause of Action released under this Plan (including, but not limited to the Released Claims), from (a) commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever (including, without limitation, any proceeding in a judicial, arbitral, administrative or other forum) against any of the Released Parties or Exculpated Parties; (b) enforcing, levying, attaching, collecting or otherwise recovering or enforcing by any manner or means, directly or indirectly, any judgment, award, decree or order against any of the Released Parties, Exculpated Parties, or their respective property; (c) commencing, conducting, continuing or making in any manner, directly or indirectly, any action, suit, claim, demand or other proceeding of any nature or kind whatsoever (including any proceeding in a judicial, arbitral, administrative or other forum) against any Person who makes a claim or might reasonably be expected to make a claim, in any manner or forum, including by way of contribution or indemnity or other relief, against one or more of the Released Parties or the Exculpated Parties; (d) creating, perfecting, asserting or otherwise enforcing, directly or indirectly, any Encumbrance of any kind against the Released Parties, Exculpated Parties, or their respective property; or (e) taking any actions to interfere with the implementation or consummation of the Plan; and any such proceedings will be deemed to have no further effect against the Just Energy Entities or any of their assets and will be released, discharged or vacated without cost to the Just Energy Entities.

8.5

Exculpation

Effective as of the Effective Date, to the fullest extent permissible under Applicable Law and without affecting or limiting Section 8.1, and except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur, and each Exculpated Party is released and exculpated from any Cause of Action against such Exculpated Party for any act or omission in connection with, relating to, or arising out of the CCAA Proceeding, the Chapter 15 Proceeding, the formulation, preparation, dissemination, negotiation, filing, or consummation of the Support Agreement, the Backstop Commitment Letter, the Plan, any Definitive Documents, or the recognition thereof in the United States, or any restructuring transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Plan, the filing of the CCAA Proceeding or the Chapter 15 Proceeding, the pursuit of approval and/or of consummation of the Plan, the administration and implementation of the Plan, including the issuance of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement (including, for the avoidance of doubt, providing any legal opinion


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requested by any Person or entity regarding any transaction, contract, instrument, document, or other agreement contemplated by the Plan or the reliance by any Exculpated Party on any Orders of the Court or the U.S. Court or in lieu of such legal opinion), except for Causes of Action related to any act or omission that is determined in a Final Order of a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Exculpated Parties shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.

The Exculpated Parties have, and upon entry of an order approving the Plan, shall be deemed to have, participated in good faith and in compliance with the Applicable Laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any time for the violation of any Applicable Law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan or for any actions taken in the Chapter 15 Proceeding seeking and obtaining recognition thereof.

8.6

Consenting Parties

In addition to and without limiting in any way the terms of this Article 8, on the Effective Date, each Consenting Party shall be deemed to have consented and agreed to this Article 8, including the releases, injunctions and exculpation referred to herein.

8.7

Compromise of Claims under Section 19(2) of the CCAA

On the Effective Date, the following Claims shall be compromised under the Plan, including pursuant to the terms of this Article 8, and shall be deemed to be a Released Claim pursuant to this Article 8:

(a)

any fine, penalty, restitution order, or other order similar in nature to a fine, penalty, or restitution order, imposed by a court in respect of an offence;

(b)

any award of damages by a court in civil proceedings in respect of (i) bodily harm intentionally inflicted, or sexual assault, or (ii) wrongful death resulting from an act referred to in subparagraph (i);

(c)

any debt or liability arising out of fraud, embezzlement, misappropriation, or defalcation while acting in a fiduciary capacity or, in Quebec, as a trustee or an administrator of the property of others;

(d)

any debt or liability resulting from obtaining property or services by false pretences or fraudulent misrepresentation, other than a debt or liability of the Just Energy Entities that arises from an Equity Claim; or

(e)

any debt for interest owed in relation to an amount referred to in any of paragraphs (a) to (d),

provided that, this Section 8.7 shall only apply to a Person who voted (in person or by proxy) in favour of the Plan.


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ARTICLE 9

COURT SANCTION

9.1

Application for Sanction Order

If the Required Majorities approve the Plan, the Applicants shall apply for the Sanction Order in accordance with the terms of the Support Agreement.

9.2

Sanction Order

The Just Energy Entities shall seek a Sanction Order that, among other things:

(a)

declares that (i) the Plan has been approved by the Required Majorities in conformity with the CCAA, (ii) the Just Energy Entities have acted in good faith and been in compliance with the provisions of the CCAA and the Orders of the Court made in this CCAA Proceeding in all respects, (iii) the Court is satisfied that the Just Energy Entities have not done or purported to do anything that is not authorized by the CCAA, and (iv) the Plan and the transactions contemplated by the Plan are fair and reasonable;

(b)

declares that as of the Effective Time, the Plan and all associated steps, compromises, transactions, arrangements, releases and reorganizations effected thereby are approved pursuant to section 6 of the CCAA, binding and effective as herein set out upon and with respect to the Just Energy Entities, all Creditors and all other Persons named or referred to in or subject to the Plan;

(c)

declares that the steps to be taken and the compromises and releases to be effective on the Effective Date are deemed to occur and be effected in the steps and sequential order set forth in the Restructuring Steps Supplement, beginning at the Effective Time;

(d)

declares that the releases effected by the Plan are approved and declared to be binding and effective as of the Effective Date upon the Just Energy Entities, all Creditors, all Persons with Released Claims and all other Persons named or referred to in or subject to the Plan, and shall enure to the benefit of all such Persons;

(e)

declares that, subject to performance by the Just Energy Entities of their obligations under the Plan and except as provided in the Plan or the Sanction Order, all obligations, agreements or leases to which any of the Just Energy Entities are a party on the Effective Date, including all Continuing Contracts, shall be and remain in full force and effect, unamended, as at the Effective Date, except as they may have been amended by the parties thereto subsequent to the Filing Date, and no party to any such obligation or agreement shall on or following the Effective Date, accelerate, terminate, refuse to renew, rescind, refuse to perform or otherwise disclaim or resiliate its obligations thereunder, or enforce or exercise (or purport to enforce or exercise) any right (including any right of set-off, option, dilution or other remedy) or remedy under or in respect of any such obligation or agreement, by reason: (i) of any event which occurred prior to, and not continuing after, the


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Effective Date, or which is or continues to be suspended or waived under the Plan, which would have entitled such party to enforce those rights or remedies, (ii) that the Just Energy Entities have sought or obtained relief or have taken steps as part of the Plan or under the CCAA or Chapter 15, or that the Plan has been implemented by the Just Energy Entities, (iii) of any default or event of default arising as a result of the financial condition or insolvency of the Just Energy Entities, (iv) of any change of control of the Just Energy Entities arising from implementation of the Plan, (v) of the effect upon the Just Energy Entities of the completion of any of the transactions contemplated by the Plan, or (vi) of any compromises, settlements, restructurings, recapitalizations or reorganizations effected pursuant to the Plan; and declares that no Person shall discontinue, fail to honour, alter, interfere with, repudiate, terminate or cease to perform any non-competition agreement or obligation, provided that such agreement shall terminate or expire in accordance with the terms thereof or as otherwise agreed by the Just Energy Entities and the applicable Persons;

(f)

authorizes the establishment of the Plan Implementation Fund with the Monitor and authorizes the Monitor to perform its functions and fulfil its obligations under the Plan and to facilitate the implementation of the Plan on and after the Effective Date, including matters relating to the resolution of Disputed Claims, distributions and payments from the Plan Implementation Fund and the termination of the CCAA Proceeding and the Chapter 15 Proceeding;

(g)

subject to the payment of the amounts secured thereby, declares, except for the Administration Charge which shall continue against the Administrative Expense Reserve, all CCAA Charges, shall be terminated, released and discharged effective on the Effective Date;

(h)

provides the basis for an exemption from the registration requirements of the U.S. Securities Act in respect of the distribution of the New Shares pursuant to Section 1145 and section 4(a)(2) of the U.S. Securities Act, in each case, as described in Section 5.3(g) to 5.3(i);

(i)

declares all Accepted Claims and Disallowed Claims determined in accordance with the Claims Procedure Order are final and binding on the Just Energy Entities and all Creditors and that all Encumbrances of Affected Creditors (other than Encumbrances in respect of Unaffected Claims, the New Credit Facility and the New Intercreditor Agreement), including all security registrations in respect thereof, are discharged and extinguished, and the Just Energy Entities or their counsel shall be authorized and permitted to file discharges and full terminations of all related filings (whether pursuant to personal property security legislation or otherwise) against the Just Energy Entities in any jurisdiction without any further action or consent required whatsoever;

(j)

declares any Claims that have been preserved in accordance with the Claims Procedure Order against Directors that cannot be compromised due to the provisions of section 5.1(2) of the CCAA will be limited in recovery to the proceeds of any Insurance Policy;


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(k)

declares that, from and after the Effective Date, any Person may only commence an action for a D&O Claim against a Director or Officer if such Person has first obtained (i) the consent of the Monitor, or (ii) the leave of the Court on notice to the applicable Director or Officer, the Just Energy Entities, the Monitor and any applicable insurer(s);

(l)

declares the New Credit Facility, the New Credit Facility Documents, the New Intercreditor Agreement, the MIP, and the New Corporate Governance Documents are approved and the applicable Just Energy Entities and New Just Energy Parent shall be authorized and directed to carry out their obligations thereunder; and

(m)

declares that each Just Energy Entity shall indemnify any Director, Officer or other Person employed or previously employed by a Just Energy Entity for any amount for which such Person is held personally liable as a result of nonpayment of any Taxes (including, without limitation, sale, use, withholding, unemployment and excise Tax) by a Just Energy Entity, along with any expenses or fees incurred in connection with defending any matter for which any of the foregoing Persons could be entitled to indemnification, notwithstanding any provision of the Plan; provided that:

(i)

the terms of indemnification shall be consistent with the indemnification obligations of the Just Energy Entities for Directors and Officers immediately prior to the Filing Date; provided that: (A) Persons employed or previously employed by a Just Energy Entity shall be afforded the benefit of such indemnification obligations notwithstanding that they may not be Directors or Officers; (B) the indemnification obligations shall be indefinite; and (C) all Just Energy Entities shall be subject to the indemnification obligations herein;

(ii)

the foregoing indemnification obligations shall not apply in circumstances of fraud, gross negligence or wilful misconduct; and

(iii)

notwithstanding subparagraphs (i) and (ii) above, where gross negligence or wilful misconduct are requirements for a beneficiary of these indemnification obligations to be held personally liable as a result of nonpayment of any Taxes by a Just Energy Entity, the Just Energy Entities shall indemnify the applicable Director, Officer or other Person notwithstanding any gross negligence or wilful misconduct, and in such cases there shall be no requirement that the Director, Officer or other Person had reasonable grounds for believing their conduct was lawful.

ARTICLE 10

CONDITIONS PRECEDENT AND IMPLEMENTATION

10.1

Conditions Precedent to Implementation of the Plan

The implementation of the Plan shall be conditional upon satisfaction or waiver, where applicable, of the following conditions prior to or at the Effective Date, each of which is for the mutual benefit


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of the Just Energy Entities, the Credit Facility Lenders and the Plan Sponsor, and subject to the Support Agreement may be waived by the Just Energy Entities, the Credit Facility Lenders and the Plan Sponsor, each acting reasonably (except, in the case of Sections 10.1(a) and (c)(i) below, which may not be waived):

(a)

the Plan shall have been approved by the Required Majorities in conformity with the CCAA;

(b)

the Restructuring Steps Supplement and the treatment of the Intercompany Claims pursuant to the Plan shall have been agreed to by the Just Energy Entities, the Credit Facility Lenders and the Plan Sponsor, each acting reasonably;

(c)

(i) the Sanction Order shall have been issued by the Court, (ii) the Sanction Recognition Order shall have been entered by the U.S. Court, and (iii) each of the Sanction Order and the Sanction Recognition Order shall have become a Final Order;

(d)

(i) the Authorization Order shall have been issued by the Court, (ii) the Authorization Recognition Order shall have been entered by the U.S. Court, and (iii) each of the Authorization Order and the Authorization Recognition Order shall have become a Final Order;

(e)

(i) the Meetings Order shall have been issued by the Court, (ii) the Meetings Recognition Order shall have been entered by the U.S. Court, (iii) the Claims Procedure Recognition Order shall have been entered by the U.S. Court, and (iv) each of the Meetings Order, the Meetings Recognition Order and the Claims Procedure Recognition Order shall have become a Final Order;

(f)

the commitments of each of the parties to the Support Agreement (as set out therein) shall have been satisfied in all material respects or waived in accordance with the terms of the Support Agreement;

(g)

the conditions to the Backstop Parties’ commitments under the Backstop Commitment Letter (as set out therein) shall have been satisfied or waived in accordance with its terms;

(h)

the Just Energy Entities have provided for the payment or satisfaction in full of the DIP Lenders’ Claim, the Commodity Supplier Claims, the Government Priority Claims, the Employee Priority Claims and the amounts secured by the Administration Charge, the FA Charge, the Directors’ Charge and the KERP Charge;

(i)

the Monitor shall have received from the Just Energy Entities the funds necessary to establish and shall have established the Plan Implementation Fund;

(j)

no proceeding shall have been commenced that could reasonably be expected to result in an injunction or other order to, and no injunction or other order shall have been issued to, enjoin, restrict or prohibit any of the transactions contemplated by the Plan, the Support Agreement or the Backstop Commitment Letter;


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(k)

each of the New Credit Facility Documents and the New Intercreditor Agreement, shall be in form and substance consistent with the term sheets for the New Credit Facility and New Intercreditor Agreement appended to the Restructuring Term Sheet and containing such other terms as agreed by the Just Energy Entities, the Plan Sponsor and the parties thereto, each acting reasonably, and shall have become effective in accordance with its terms, subject only to the implementation of the Plan;

(l)

JEGI shall satisfy any and all conditions or requirements necessary to cease to be a reporting issuer (or the equivalent) under the U.S. Exchange Act (or any other U.S. securities laws) and JEGI shall cease to be a reporting issuer and no Just Energy Entity shall be deemed to have become a reporting issuer under applicable Canadian Securities Laws and the Common Shares shall have been delisted from the TSX Venture Exchange, in each case, as and from the Effective Time;

(m)

the New Boards shall have been appointed in accordance with the terms of the Support Agreement and the New Corporate Governance Documents, and the MIP and the New Corporate Governance Documents shall be in form and substance acceptable to the Just Energy Entities and the Plan Sponsor, each acting reasonably, and shall have become effective, subject only to the implementation of the Plan;

(n)

the aggregate amount of the New Equity Offering Proceeds and Cash on Hand shall be equal to or greater than the total amount to be paid, distributed or reserved for or from any source by the Just Energy Entities (or the Monitor on their behalf) in order to implement the Plan in accordance with its terms;

(o)

the total amounts to be paid, distributed or reserved in Canadian and US dollars for or from any source by the Just Energy Entities (or the Monitor on their behalf) in order to implement the Plan in accordance with its terms shall not exceed $170,000,000 and US$337,000,000, respectively, plus any accrued and outstanding interest with respect to such amounts;

(p)

Shell shall have confirmed, in writing, to the Just Energy Entities and the Plan Sponsor that (i) it will not exercise any termination right under its Continuing Contracts solely as a result of the CCAA Proceeding, the Chapter 15 Proceeding, the Plan or any document, instrument, matter or transaction involving the Just Energy Entities arising in connection with or pursuant to any of the foregoing, and (ii) all existing and any potential future trades will be transacted in accordance with the Continuing Contracts (as may be amended, restated, supplemented and/or replaced by the Just Energy Entities and Shell from time to time following the Effective Date) or new arrangements, in each case, in accordance with the terms thereof and subject to the terms of the New Intercreditor Agreement. The Continuing Contracts with respect to Shell shall not include the Third Amended and Restated Scheduling Coordinator Agreement dated December 1, 2014 between Shell Energy North America (US), L.P., Just Energy New York Corp, JEUS and Just Energy Solutions Inc. (formerly Commerce Energy, Inc.) or any other agreement whereby Shell performs ISO or scheduling services on behalf of any Just


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Energy Entity whereby a Just Energy Entity has reimbursement obligations to Shell for payments made by Shell on behalf of a Just Energy Entity to an ISO;

(q)

all required Transaction Regulatory Approvals shall have been obtained and shall be in full force and effect, except for such Transaction Regulatory Approvals that need not be obtained or in full force and effect prior to the implementation of the Plan;

(r)

all necessary corporate action and proceedings of the Just Energy Entities shall have been taken to approve the Plan and to enable the Just Energy Entities to execute, deliver, and perform their respective obligations under the agreements, documents, and other instruments to be executed and delivered by it pursuant to the Plan;

(s)

all agreements, resolutions, documents, and other instruments, which are reasonably necessary to be executed and delivered by the Just Energy Entities, in order to implement the Plan or perform their respective obligations under the Plan or the Sanction Order, shall have been executed and delivered;

(t)

the MIP shall have been executed on terms consistent in all respects with the management incentive plan term sheet, attached as Exhibit 4 to the Restructuring Term Sheet;

(u)

each of the Employment Agreements shall either (i) not have been disclaimed and remain in place; or (ii) otherwise have been amended as contemplated by the Support Agreement; and

(v)

the Effective Date shall have occurred on or prior to the Outside Date.

10.2

Monitor’s Certificate

Upon delivery of written notice from each of the Just Energy Entities, the Credit Facility Lenders and the Plan Sponsor of the satisfaction or waiver of the conditions precedent to implementation of the Plan as set out in Section 10.1, the Monitor shall forthwith deliver to the Just Energy Entities, the Credit Facility Lenders and the Plan Sponsor a certificate substantially in the form attached to the Sanction Order stating that the Effective Date has occurred and that the Plan is effective in accordance with its terms and the terms of the Sanction Order (the “Monitor’s Certificate”). As soon as practicable following the Effective Date, the Monitor shall file such certificate with the Court and with the U.S. Court, and shall post a copy of same on the Monitor’s Website.

ARTICLE 11

GENERAL

11.1

Binding Effect

On the Effective Date, or as otherwise provided in the Plan:

(a)

the Plan will become effective and binding at the Effective Time and the sequence of steps set out in the Restructuring Steps Supplement will be implemented;


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(b)

the treatment of Affected Claims under the Plan shall be final and binding for all purposes and shall be binding upon and enure to the benefit of the Just Energy Entities, the Plan Sponsor, all Affected Creditors, any Person having a Released Claim and all other Persons directly or indirectly named or referred to in or subject to the Plan and their respective heirs, executors, administrators and other legal representatives, successors and assigns;

(c)

all Affected Claims shall be forever discharged and released, excepting only the distribution thereon in the manner and to the extent provided for in the Plan;

(d)

all Released Claims shall be forever discharged, released, enjoined and barred;

(e)

each Person named or referred to in or subject to the Plan shall be deemed to have consented and agreed to all of the provisions of the Plan, in its entirety;

(f)

each Person named or referred to in, or subject to, the Plan shall be deemed to have executed and delivered to the Just Energy Entities all consents, releases, directions, assignments and waivers, statutory or otherwise, required to implement and carry out the Plan in its entirety; and

(g)

each Person named or referred to in, or subject to, the Plan shall be deemed to have received from the Just Energy Entities all statements, notices, declarations and notifications, statutory or otherwise, required to implement and carry out the Plan in its entirety.

11.2

Waiver of Defaults

(a)

From and after the Effective Time, all Persons shall be deemed to have waived any and all defaults of the Just Energy Entities then existing or previously committed by any of the Just Energy Entities, or caused by any of the Just Energy Entities, the commencement of the CCAA Proceeding or the Chapter 15 Proceeding, any matter pertaining to the CCAA Proceeding or Chapter 15 Proceeding, any of the provisions in the Plan or steps or transactions contemplated in the Plan, or any non-compliance with any covenant, warranty, representation, term, provision, condition or obligation, expressed or implied, in any contract, instrument, credit document, indenture, note, lease, guarantee, agreement for sale or other agreement, written or oral, and any and all amendments or supplements thereto, existing between such Person and any of the Just Energy Entities, and any and all notices of default and demands for payment or any step or proceeding taken or commenced in connection therewith shall be deemed to have been rescinded and of no further force or effect; provided that, nothing shall be deemed to excuse the Just Energy Entities from performing their respective obligations under the Plan and the related documents, or be a waiver of defaults by any of the Just Energy Entities under the Plan and the related documents.

(b)

Effective on the Effective Date, any and all agreements that are assigned to New Just Energy Parent shall be and remain in full force and effect, unamended, as at the Effective Date, and no Person shall, following the Effective Date, accelerate,


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terminate, rescind, refuse to perform or otherwise repudiate its obligations under, or enforce or exercise any right (including any right of set-off, dilution or other remedy) or make any demand against New Just Energy Parent or any Just Energy Entity under or in respect of any such agreement, by reason of: (i) any event that occurred on or prior to the Effective Date that would have entitled any Person thereto to enforce those rights or remedies (including defaults or events of default arising as a result of the insolvency of any of the Just Energy Entities), (ii) the fact that the Just Energy Entities commenced or completed the CCAA Proceeding or the Chapter 15 Proceeding, (iii) the implementation of the Plan, or the completion of any of the steps, transactions or things contemplated by the Plan, or (iv) any compromises, arrangements, transactions, releases, discharges or injunctions effected pursuant to the Plan or any Order.

11.3

Claims Bar Date

Nothing in the Plan extends or shall be interpreted as extending or amending the Claims Bar Date or gives or shall be interpreted as giving any rights to any Person in respect of Claims that have been barred or extinguished pursuant to the Claims Procedure Order.

11.4

Preferential Transactions

Sections 95 to 101 of the BIA and any Applicable Law relating to preferences, settlements, fraudulent conveyances, or transfers at undervalue shall not apply in any respect, including, without limitation, to any dealings prior to the Filing Date, to the Plan, to any payments or distributions made in connection with the restructuring and recapitalization of the Just Energy Entities, whether made before or after the Filing Date, or to any and all transactions contemplated by and to be implemented pursuant to the Plan; provided, however, that the foregoing shall not apply with respect to the subject matter of the Adversary Proceeding.

11.5

Deeming Provisions

In the Plan, the deeming provisions are not rebuttable and are conclusive and irrevocable.

11.6

Non-Consummation

Subject to the Support Agreement, the Just Energy Entities reserve the right to revoke or withdraw the Plan at any time prior to the Effective Date. Subject to the Support Agreement, if the Just Energy Entities revoke or withdraw the Plan, or if the Sanction Order is not issued or if the Effective Date does not occur, (a) the Plan shall be null and void in all respects; (b) any settlement or compromise embodied in the Plan or any document or agreement executed pursuant to or in connection with the Plan shall be deemed to be null and void; and (c) nothing contained in the Plan, and no acts taken in preparation for consummation of the Plan, shall (i) constitute or be deemed to constitute a waiver or release of any Claims by or against any of the Just Energy Entities or any other Person, (ii) prejudice in any manner the rights of the Just Energy Entities or any other Person in any further proceedings involving any of the Just Energy Entities, or (iii) constitute an admission of any sort by any of the Just Energy Entities or any other Person.


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11.7

Amendments to the Plan Prior to Approval

Subject to the terms and conditions of the Support Agreement, the Just Energy Entities reserve the right to vary, modify, amend, or supplement the Plan by way of a supplementary or amended and restated plan or plans of compromise or arrangement or both filed with the Court at any time or from time to time prior to the commencement of the Meetings; provided that, the Just Energy Entities obtain the prior consent of the Plan Sponsor, the Credit Facility Lenders, Shell and the Monitor to any such variation, modification, amendment, or supplement, which consent shall not be unreasonably withheld, conditioned or delayed. Any such supplementary or amended and restated plan or plans of compromise or arrangement or both shall, for all purposes, be deemed to be a part of and incorporated into the Plan. Any such variation, modification, amendment, or supplement shall be posted on the Monitor’s Website and e-mail notice will be provided to the CCAA Proceeding service list. Creditors are advised to check the Monitor’s Website regularly. Creditors who wish to receive written notice of any variation, modification, amendment, or supplement to the Plan should contact the Monitor in the manner set out in Section 11.14 of the Plan. Creditors in attendance at the Meetings will also be advised of any such variation, modification, amendment or supplement to the Plan.

In addition, the Just Energy Entities may propose a variation or modification of, or amendment, or supplement to, the Plan during the Meetings, provided that the Just Energy Entities obtain the prior consent of the Plan Sponsor, the Credit Facility Lenders, Shell and the Monitor to any such variation, modification, amendment, or supplement, which consent shall not be unreasonably withheld, conditioned or delayed, and that notice of such variation, modification, amendment, or supplement is given to all Creditors entitled to vote, present in person or by proxy at the applicable Meeting prior to the vote being taken at such Meeting, in which case any such variation, modification, amendment, or supplement shall, for all purposes, be deemed to be part of and incorporated into the Plan. Any variation, amendment, modification, or supplement at a Meeting will be promptly posted on the Monitor’s Website, served by e-mail to the service list in the CCAA Proceeding and filed with the Court as soon as practicable following the applicable Meeting.

11.8

Amendments to the Plan Following Approval

After the Meetings (and both prior to and subsequent to obtaining the Sanction Order), the Just Energy Entities may at any time and from time to time vary, amend, modify, or supplement the Plan without the need for obtaining an Order of the Court or providing notice to the Creditors, if the Just Energy Entities, the Plan Sponsor, the Credit Facility Lenders, Shell and the Monitor, each acting reasonably, determine that such variation, amendment, modification, or supplement would not be materially prejudicial to the interests of any Creditors under the Plan or is necessary in order to give effect to the substance of the Plan or the Sanction Order.

11.9

Paramountcy

From and after the Effective Time on the Effective Date, any conflict between:

(a)

the Plan or any Final Order of the Court in the CCAA Proceeding or the U.S. Court in the Chapter 15 Proceeding; and


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(b)

the covenants, warranties, representations, terms, conditions, provisions or obligations, expressed or implied, of any contract, mortgage, security agreement, indenture, trust indenture, note, loan agreement, commitment letter, agreement for sale, lease or other agreement, written or oral and any and all amendments or supplements thereto existing between any Person and the Just Energy Entities immediately prior to the Effective Date or the notice of articles, articles, bylaws or constating documents of the Just Energy Entities or New Just Energy Parent immediately prior to the Effective Date,

will be deemed to be governed by the terms, conditions and provisions of the Plan or the applicable Final Order, which shall take precedence and priority; provided that, any settlement agreement executed by the Just Energy Entities and any Person asserting a Claim that was entered into from and after the Filing Date shall be read and interpreted in a manner that assumes such settlement agreement is intended to operate congruously with, and not in conflict with, the Plan.

11.10

Severability of Plan Provisions

If any term, section or provision of the Plan is held by the Court or the U.S. Court to be invalid, void or unenforceable, the Court or the U.S. Court, as applicable, at the request of the Just Energy Entities and with the consent of the Monitor, the Credit Facility Lenders and the Plan Sponsor, each acting reasonably, shall have the power to either (a) sever such term, section or provision from the balance of the Plan as approved by the Court or the U.S. Court, as applicable, and provide the Just Energy Entities with the option to proceed with the implementation of the balance of the Plan as of and with effect from the Effective Date; or (b) alter and interpret such term, section or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of such term, section or provision held to be invalid, void or unenforceable, and such term, section or provision shall then be applied as altered or interpreted. Notwithstanding any such holding, alteration or interpretation of the Plan, the remainder of the terms, sections and provisions of the Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation.

11.11

The Monitor

(a)

The Monitor is acting and will continue to act in all respects in its capacity as Monitor in the CCAA Proceeding and not in its personal or corporate capacity. The Monitor will not be responsible or liable whatsoever for any obligations of the Just Energy Entities. The Monitor will have the powers and protections granted to it by the Plan, the CCAA and the Orders made by the Court in the CCAA Proceeding. Both prior to and after the Effective Date, the Just Energy Entities shall provide such assistance as reasonably required by the Monitor in connection with the completion of the Monitor’s duties and obligations under the Plan.

(b)

The Monitor shall not incur any liability whatsoever, including in respect of (i) any amount paid, required to be paid or not paid pursuant to the Plan, (ii) any costs or expenses incurred in connection with, in relation to or as a result of any payment made, required to be made or not made, or (iii) any deficiency in the Plan Implementation Fund or any reserves established pursuant to the Plan. Notwithstanding any other provision of the Plan, and without in any way limiting


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the protections for the Monitor set out in the Orders made by the Court in the CCAA Proceeding or the CCAA, the Monitor shall have no obligation to make any payment contemplated under the Plan, and nothing shall be construed as obligating the Monitor to make any such payment, unless and until the Monitor is in receipt of funds adequate to effect any such payment.

11.12

Different Capacities

Persons who are affected by the Plan may be affected in more than one capacity. Unless expressly provided herein to the contrary, a Person will be entitled to participate hereunder in each such capacity. Any action taken by a Person in one capacity will not affect such Person in any other capacity, unless expressly agreed by the Just Energy Entities and the Plan Sponsor, each acting reasonably, and the Person, in writing, or unless its Claims overlap or are otherwise duplicative.

11.13

Authority and Reliance Upon Consent

For the purposes of the Plan, where a matter shall have been agreed, waived, consented to or approved by:

(a)

the Just Energy Entities, or a matter must be satisfactory or acceptable to the Just Energy Entities, any Person shall be entitled to rely on written confirmation from either Company Counsel that the Just Energy Entities has agreed, waived, consented to or approved a particular matter;

(b)

the Plan Sponsor, or a matter must be satisfactory or acceptable to the Plan Sponsor, such matter shall be decided by the majority of parties composing the Plan Sponsor, and any Person shall be entitled to rely on written confirmation from either Plan Sponsor Counsel that the Plan Sponsor has agreed, waived, consented to, or approved a particular matter;

(c)

the Credit Facility Lenders, or a matter must be satisfactory or acceptable to the Credit Facility Lenders, any person shall be entitled to rely on written confirmation from the Credit Facility Agent or its counsel that the Credit Facility Lenders have agreed, waived, consented to or approved a particular matter;

(d)

Shell, or a matter must be satisfactory or acceptable to Shell, any person shall be entitled to rely on written confirmation from Shell or its counsel that Shell has agreed, waived, consented to or approved a particular matter;

(e)

the Supporting Parties, or a matter must be satisfactory or acceptable to the Supporting Parties, such matter shall be decided in accordance with the terms of the Support Agreement; and

(f)

the Backstop Parties, or a matter must be satisfactory or acceptable to the Backstop Parties, such matter shall be decided in accordance with the terms of the Backstop Commitment Letter,


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provided that any provision that requires an agreement, waiver, consent or approval from a party in respect of a matter will not limit any agreement, waiver, consent or approval required from a Supporting Party pursuant to the Support Agreement in respect of the same subject matter.

11.14

Notices

Any notice or other communication to be delivered hereunder must be in writing and reference the Plan and may, subject to as hereinafter provided, be made or given by personal delivery, ordinary mail or by email addressed to the respective parties as follows:

(a)

if to the any of the Just Energy Entities:

Just Energy Group Inc.

100 King Street West, Suite 2630

Toronto, ON M5X 1E1

Attention:        Jonah Davids, General Counsel

E-mail:            jdavids@justenergy.com

With a copy to (which shall not constitute notice):

Osler, Hoskin & Harcourt LLP

P.O. Box 50, 1 First Canadian Place

Toronto, ON M5X 1B8

Attention:        Marc Wasserman / Michael De Lellis / Jeremy Dacks

Email:              mwasserman@osler.com / mdelellis@osler.com /

                         jdacks@osler.com

With a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention:        Brian Schartz / Mary Kogut Brawley / Neil Herman

Email:              brian.schartz@kirkland.com / mary.kogut@kirkland.com /

                         neil.herman@kirkland.com

With a copy to (which shall not constitute notice):

FTI Consulting Canada Inc.,

in its capacity as Monitor of the Just Energy Entities

P.O. Box 104, TD South Tower

79 Wellington Street West

Toronto Dominion Centre, Suite 2010

Toronto, ON M5K 1G8

Attention:        Paul Bishop / Jim Robinson

Email:              paul.bishop@fticonsulting.com / jim.robinson@fticonsulting.com


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(b)

if to the Monitor:

FTI Consulting Canada Inc.,

in its capacity as Monitor of the Just Energy Entities

P.O. Box 104, TD South Tower

79 Wellington Street West

Toronto Dominion Centre, Suite 2010

Toronto, ON M5K 1G8

Attention:        Paul Bishop / Jim Robinson

Email:              paul.bishop@fticonsulting.com / jim.robinson@fticonsulting.com

With a copy to (which shall not constitute notice):

Thornton Grout Finnigan LLP

100 Wellington Street West, Suite 200

Toronto, ON M5K 1K7

Attention:        Robert Thornton / Rebecca Kennedy

Email:              rthornton@tgf.ca / rkennedy@tgf.ca

(c)

if to the Plan Sponsor:

Akin Gump Straus Hauer & Feld LLP

Bank of America Tower, One Bryant Park

New York, NY 10036

Attention:        David Botter / Sarah Link Schultz

Email:              dbotter@akingump.com / sschultz@akingump.com

and

Cassels Brock & Blackwell LLP

Scotia Plaza, Suite 2100

40 King Street West

Toronto, ON M5H 3C2

Attention:        Ryan Jacobs / Jane Dietrich / Joseph Bellissimo

Email:              rjacobs@cassels.com / jdietrich@cassels.com /

                         jbellissimo@cassels.com

(d)

if to a Creditor:

To the address specified in the Proof of Claim or Negative Notice Claims Package in respect of such Creditor or such other address as the Creditor may from time to time notify the Just Energy Entities and the Monitor in accordance with this Section 11.14,

or to such other address as any party may from time to time notify the others in accordance with this Section 11.14. Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of sending by


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means of recorded electronic communication, provided that such day in either event is a Business Day and the communication is so delivered or sent before 5:00 p.m. on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the following Business Day.

11.15

Further Assurances

Each of the Persons directly or indirectly named or referred to in or subject to the Plan will execute and deliver all such documents and instruments and do all such acts and things as may be necessary or desirable to carry out the full intent and meaning of the Plan and to give effect to the transactions contemplated by the Plan.


SCHEDULE A

JUST ENERGY PARTNERSHIPS

·

JUST ENERGY ONTARIO L.P.

·

JUST ENERGY MANITOBA L.P.

·

JUST ENERGY (B.C.) LIMITED PARTNERSHIP

·

JUST ENERGY QUÉBEC L.P.

·

JUST ENERGY TRADING L.P.

·

JUST ENERGY ALBERTA L.P.

·

JUST GREEN L.P.

·

JUST ENERGY PRAIRIES L.P.

·

JEBPO SERVICES LLP

·

JUST ENERGY TEXAS LP


Exhibit 10.9

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Exhibit 10.9 SUPPORT AGREEMENT This SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, together with all exhibits and schedules attached hereto or incorporated herein, this “Agreement”) dated August 4, 2022 is made among: (a) Just Energy Group Inc. (“Just Energy”), Just Energy Corp., Ontario Energy Commodities Inc.,Universal Energy Corporation, Just Energy Finance Canada ULC, Hudson Energy Canada Corp., Just Management Cor p ., 11929747 Canada Inc., 12175592 Canada Inc., JE Services Holdco I Inc.,JE Services Holdco II Inc., 8704104 Canada Inc., Just Energy Advanced Solutions Corp., Jus t Energy (U.S.) Corp., Just Energy Illinois Corp., Just Energy Indiana Corp., Just EnergyMassachusetts Corp., Just Energy New York Corp., Just Energy Texas I Corp., Just Energy, LLC,Just Energy Pennsylvania Corp., Just Energy Michigan Corp., Just Energy Solutions Inc., HudsonEnergy Services LLC, Hudson Energy Corp., Interactive Energy Group LLC, Hudson Paren t Holdings LLC, Drag Marketing LLC, Just Energy Advanced Solutions LLC, Fulcrum Retail Energ y LLC, Fulcrum Retail Holdings LLC, Tara Energy, LLC, Just Energy Marketing Corp., Just Energ y Connecticut Corp., Just Energy Limited, Just Solar Holdings Corp., Just Energy (Finance) HungaryZrt., Just Energy Ontario L.P., Just Energy Manitoba L.P., Just Energy (B.C.) Limited Partnership,Just Energy Québec L.P., Just Energy Trading L.P., Just Energy Alberta L.P., Just Green L.P., Jus t Energy Prairies L.P., JEBPO Services LLP, and Just Energy Texas LP (collectively, the “Just Energy Entities” or the “Company”); (b) LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC, OC II LVS XIV LP (each in its capacityas holder of Claims under the DIP Financin g (as defined below), collectivel y , the “DIP Lenders”); (c) CBHT Energy I LLC, in its capacity as the beneficial holder of the Pre-Filing Claims of BP Canad a Energy Group ULC and BP Energy Company (“CBHT” and together with OC III LFE I LP and theDIP Lenders, the “Sponsor”); (d) Shell Energy North America (Canada) Inc., Shell Energy North America (US), L.P., and ShellTradin g Risk Mana g ement, LLC (collectivel y , “Shell”); an d (e) the undersigned financial institutions as lenders under the Credit Agreement (as defined below), in each case solely in its capacity as a holder of Claims under the Credit Agreement (such lenders insuch capacity, the “Supporting Secured CF Lenders”), and National Bank of Canada, asadministrative a g ent under the Credit A g reement (in such capacit y , the “Credit Facility Agent”). The Just Energy Entities, the Sponsor, Shell after the Shell Effective Date, the Supporting Secured CF Lenders after the Secured CF Effective Date, and any other Person (as defined in the Bankruptcy Code (as defined below)) that becomes a party hereto in accordance with the terms hereof are referred to herein collectively, as the “Parties” and individually, as a “Party.” [Signature Page to Support Agreement]

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- 2 - Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Exhibit A. RECITALS WHEREAS, on March 9, 2021 (the “Filing Date”), (a) Just Energy and certain of the Just Energy Entities commenced proceedings (the “CCAA Proceedings”) under the Companies’ Creditors Arrangement Act (as amended, the “CCAA”) in the Ontario Superior Court of Justice (Commercial List) (the “CCAA Court”) and (b) the foreign representative for certain of the Just Energy Entities commenced cases (the “Chapter 15 Cases”) under chapter 15 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “US Bankruptcy Court”); WHEREAS, also on March 9, 2021, (a) the CCAA Court entered an order (as amended and restated on March 19, 2021 and May 26, 2021, and as it may be further amended, restated, varied and/or supplemented from time to time, the “Initial Order”) granting certain relief to Just Energy, including, but not limited to, approval of debtor-in-possession financing (the “DIP Financing”) pursuant to that certain CCAA Interim Debtor-in-Possession Financing Term Sheet (as amended from time to time, the “DIP Term Sheet”) and (b) the US Bankruptcy Court entered an order [Docket No. 23] granting certain relief to the Just Energy Entities, including, but not limited to, authorizing the Just Energy Entities to comply with the terms and conditions of the DIP Financing; WHEREAS, the Parties have engaged in good faith, arm’s-length negotiations regarding a stalking horse transaction concerning the Company (the “Stalking-Horse Bid”), the material terms of which are set forth in that certain transaction agreement and related exhibits attached hereto as Exhibit B (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with this Agreement and in connection with the SISP, the “Transaction Agreement”) and consistent in all material respects with that certain stalking horse transaction term sheet and related exhibits attached hereto as Exhibit C (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with this Agreement and in connection with the SISP, the “Stalking Horse Term Sheet”) (the foregoing, including the transactions contemplated by the exhibits to such term sheet, the “Transaction”). WHEREAS, the Parties have negotiated in good faith the terms of a sale and investment solicitation process to be implemented in the CCAA Proceedings, the terms of which are attached hereto as Exhibit D (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof and this Agreement, the “SISP”).

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- 3 - NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: AGREEMENT 1. Effective Date. (a) This Agreement shall become effective, and the obligations contained herein shall become binding upon the Company and the Sponsor upon the date that this Agreement has been executed and delivered by (x) the Company and (y) the Sponsor (such date, the “Effective Date”); provided, however, that until the SISP Order is granted, the Company’s sole obligations under this Agreement are those set forth in Sections 6(a), (b), (c), (d), (g), (h) and (j) and 9, and in the event that SISP Order is not granted on or before the applicable Milestone, the Company shall have no obligations hereunder; provided, further, that on the Effective Date, the Plan Support Agreement and the Backstop Commitment Letter shall automatically terminate. (b) This Agreement shall become effective, and the obligations contained herein shall become binding on Shell (and the reciprocal obligations will become binding on the Company, the Sponsor, and the other Parties), upon the first date (such date, the “Shell Effective Date”) that this Agreement (x) has met the conditions set forth in Section 1(a) and (y) has been executed and delivered by Shell, the Sponsor, and the Company. For the avoidance of doubt, Shell shall have no obligations under Sections 5, 6, and 7. In the event that SISP Order is not granted on or before the applicable Milestone, Shell shall have no obligations hereunder. (c) This Agreement shall become effective, and the obligations contained herein shall become binding on a Supporting Secured CF Lender (and the reciprocal obligations will become binding on the Company, the Sponsor, and the other Parties), upon the first date (such date, the “Secured CF Effective Date”) that this Agreement (x) has met the conditions set forth in Section 1(a) and (y) has been executed and delivered by such Supporting Secured CF Lender, the Company, the Sponsor, and Shell. In the event that SISP Order is not granted on or before the applicable Milestone (without regard to any extension of such Milestone after the date hereof, unless the Requisite Supporting Secured CF Lenders have consented thereto), the Supporting Secured CF Lenders shall have no obligations hereunder. 2. Exhibits and Schedules Incorporated by Reference. The Stalking Horse Term Sheet and any other exhibits attached to the Stalking Horse Term Sheet or hereto (and any schedules to such exhibits) (collectively, the “Exhibits and Schedules”) are expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall be deemed to include the Stalking Horse Term Sheet and any other Exhibits and Schedules. In the event of any inconsistency between this Agreement (without reference to the Exhibits and Schedules) and the Exhibits and Schedules, this Agreement (without reference to the Exhibits and Schedules) shall govern. In the case of a conflict of the provisions contained in the text of this Agreement and the Transaction Agreement (when executed and approved by the CCAA Court), the terms of the Transaction Agreement (when executed and approved by the CCAA Court) shall govern (provided that the absence of an approval or consent right in the Transaction Agreement in favour of the Supporting Secured CF Lenders in respect of a matter will not be considered to be in conflict with and will not limit an approval or consent right of the Supporting Secured CF Lenders in this Agreement).

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- 4 - 3. Definitive Documents. (a) The definitive documents and agreements governing the Transaction (and all exhibits and schedules attached thereto, the “Definitive Documents”) shall consist of: (i) this Agreement, (ii) the Stalking Horse Term Sheet; (iii) the SISP Order; (iv) the SISP Recognition Order; (v) the Transaction Agreement; (vi) the Vesting Order; (vii) the Vesting Recognition Order; (viii) the New Credit Agreement; (ix) the New Intercreditor Agreement; (x) the Implementation Steps; (xi) the Articles of Reorganization; and (xii) such other definitive documentation relating to the Transaction as is necessary or desirable to consummate the Transaction. (b) The Definitive Documents not executed or in a form attached to this Agreement remain subject to negotiation and completion. Upon completion, the Definitive Documents and every other document, deed, agreement, filing, notification, letter, or instrument related to the Transaction shall contain terms, conditions, representations, warranties, and covenants consistent in all material respects with the terms of this Agreement, as they may be modified, amended, or supplemented in accordance with this Agreement, and shall be subject to the approval requirements set forth herein. (i) Any document that is included within the definition of “Definitive Documents,” including any amendment, supplement, or modification thereof, shall be in form and substance reasonably acceptable to (x) the Just Energy Entities and (y) the Sponsor. (ii) If the Shell Effective Date has occurred, then any document that is included within the definition of “Definitive Documents” to which Shell is a signatory shall be in form and substance reasonably acceptable to Shell. (iii) If the Secured CF Effective Date has occurred, then any document that is included within the definition of “Definitive Documents,” including any amendment, supplement, or modification thereof shall be in form and substance reasonably acceptable to the Requisite Supporting Secured CF Lenders; provided, however, that the New Credit Agreement and New Intercreditor Agreement shall also be consistent and comply with the term sheets for each attached as exhibits to the Stalking Horse Term Sheet. 4. Milestones. The Transaction shall be implemented on the following timeline (each deadline, as may be extended in accordance with this Agreement, a “Milestone”): (a) In connection with the CCAA Proceedings, (i) On or before August 4, 2022, the Just Energy Entities shall serve the SISP Motion; (ii) On or before August 17, 2022, the Just Energy Entities shall obtain the SISP Order;

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- 5 - (iii) On or before October 13, 2022, the Just Energy Entities shall serve the Vesting Motion; (iv) On or before October 21, 2022, the Just Energy Entities shall obtain the Vesting Order; and (b) In connection with the Chapter 15 Cases, (i) On or before August 19, 2022, the Just Energy Entities shall file with the US Bankruptcy Court the Claims Procedure Recognition Motion (which, for greater certainty, may be contained in the same motion as the SISP Recognition Motion); (ii) On or before September 9, 2022, the Just Energy Entities shall obtain the Claims Procedure Recognition Order; (iii) On or before August 19, 2022, the Just Energy Entities shall file with the US Bankruptcy Court the SISP Recognition Motion (which, for greater certainty, may be contained in the same motion as the Claims Procedure Recognition Motion); (iv) On or before September 9, 2022, the Just Energy Entities shall obtain the SISP Recognition Order; (v) On or before October 24, 2022, the Just Energy Entities shall file with the US Bankruptcy Court the Vesting Recognition Motion; (vi) The Just Energy Entities shall facilitate the setting of a hearing before the US Bankruptcy Court on the Vesting Recognition Motion to be no later than November 14, 2022; (vii) On or before November 16, 2022, the Just Energy Entities shall obtain the Vesting Recognition Order; and (c) In connection with the Transaction, (i) On or before the date of the SISP Order, the Sponsor and the applicable Just Energy Entities shall have executed the Transaction Agreement; and (ii) No later than November 30, 2022 (the “Initial Outside Date”), or such later date or dates as may be determined by the Sponsor on written notice to the other Parties (the “Outside Date”), the Transaction shall close; provided, however, in the event the Initial Outside Date is not extended, the Initial Outside Date shall be the Outside Date; provided, further, to the extent the only condition to the closing of the Transaction that remains outstanding is the receipt of Regulatory Approval(s), the Outside Date shall be automatically extended for another sixty (60) days, and thereafter, the Sponsor shall have the right to further extend the Outside Date in its sole discretion on written notice to the other Parties. The Sponsor may extend a Milestone on written notice to the Just Energy Entities and the other Parties (which may be delivered by email), acting reasonably.

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- 6 - 5. Commitments of the Sponsor. Subject to the terms and conditions hereof and to carrying out the SISP in accordance with the SISP Order, unless inconsistent with the DIP Lenders’ obligations or rights under the DIP Financing, which obligations and rights shall control in the event of a conflict, and subject to the terms and conditions hereof, the Sponsor shall, from the Effective Date until the occurrence of the SA Termination Date (as defined below): (a) support the Transaction and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which it is legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Transaction; provided, however, the foregoing shall not require the Sponsor to take or refrain from taking any action that would materially change or impair the terms of the Transaction or its rights under this Agreement; (b) act in good faith and take (and cause its agents, representatives, and employees to take) all actions that are reasonably necessary or appropriate, and all actions required by the CCAA Court and/or the US Bankruptcy Court, to support and achieve the consummation of the Transaction and implementation steps provided for or contemplated in the Transaction; provided that, subject to the terms of the Definitive Documents and this Agreement, in no circumstance shall there be any obligation to amend, modify, or waive any provision of the Transaction Agreement; (c) not object to, delay, impede, or take any other action to interfere with consummation or implementation of the Transaction contemplated by this Agreement; provided that the exercise of any rights under the Transaction Agreement shall not be considered a breach of this Agreement; (d) not directly or indirectly take any action that could reasonably be expected to or would interfere with, delay, impede, or postpone the Transaction or the transactions contemplated by the Transaction or this Agreement; provided that the exercise of any rights under the Transaction Agreement shall not be considered a breach of this Agreement; (e) not file any motion, pleading, or other document with the US Bankruptcy Court, the CCAA Court, or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with the Transaction; (f) not initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the CCAA Proceedings, the Chapter 15 Cases, this Agreement, or the Transaction contemplated herein against the Just Energy Entities or the other Parties hereto to the extent such litigation or proceeding is inconsistent with the transactions contemplated by this Agreement, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, however, for the avoidance of doubt, as set forth above in this Section, the foregoing shall not affect the DIP Lenders’ ability to take any action permitted under the DIP Term Sheet or in connection with the DIP Financing; provided further that nothing herein shall affect the Sponsor’s ability to take any action permitted under the Transaction Agreement;

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- 7 - (g) not exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claims or interests in the Just Energy Entities; provided, however, for the avoidance of doubt, as set forth above in this Section, the foregoing shall not affect the DIP Lenders’ ability to take any action permitted under the DIP Term Sheet or in connection with the DIP Financing; provided further that nothing herein shall affect the Sponsor’s ability to take any action permitted under the Transaction Agreement; (h) except as contemplated in this Agreement, not initiate, or have initiated on its behalf, not object to, delay, impede, or take any other action to interfere with the Just Energy Entities’ ownership and possession of their assets, wherever located, or interfere with the stay imposed by the CCAA Court and the US Bankruptcy Court; provided, however, for the avoidance of doubt, as set forth above in this Section, the foregoing shall not affect the DIP Lenders’ ability to take any action permitted under the DIP Term Sheet or in connection with the DIP Financing, or in connection with the Transaction; and (i) between the date hereof and the SA Termination Date, provide prompt written notice to the Just Energy Entities and the other Parties, to the extent known by the Sponsor, of: (i) the occurrence, or failure to occur, of any event of which the occurrence or failure to occur would be reasonably likely to cause (A) any representation or warranty of the Sponsor contained in this Agreement to be untrue or inaccurate in any material respect, (B) any covenant of the Sponsor contained in this Agreement not to be satisfied in any material respect, or (C) any condition precedent contained in this Agreement or a Definitive Document not to occur or become impossible to satisfy; or (ii) the receipt of written notice from any third party alleging that the consent of such party is or may be required as a condition precedent to consummation of the transactions contemplated by the Transaction. Notwithstanding the foregoing, nothing in this Agreement shall (i) be construed to prohibit the Sponsor from appearing as a party-in-interest in any matter to be adjudicated in the CCAA Proceedings or the Chapter 15 Cases, so long as, from the Effective Date until the occurrence of the applicable SA Termination Date, such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement or the Transaction Agreement and are not for the purpose of hindering, delaying, or preventing the consummation of the Transaction; (ii) prevent the Sponsor from enforcing this Agreement or the Transaction Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the Transaction Agreement; (iii) affect, modify, or change in any way any right of the Sponsor under the DIP Term Sheet and any related documents; (iv) except as otherwise expressly provided in this Agreement or the Transaction Agreement, be construed to limit the Sponsor’s rights under any applicable credit agreement, including the DIP Term Sheet, other loan document, instrument, and/or applicable law; (v) affect the rights of the Sponsor to consult with the Just Energy Entities, Shell, the Supporting Secured CF Lenders, the Credit Facility Agent, or any other creditor or stakeholder of the Just Energy Entities or any other party in interest in the CCAA Proceedings or the Chapter 15 Cases; provided that without the written consent (which may be delivered via email) of the Just Energy Entities, the Sponsor shall not consult with any party whom the Just Energy Entities have informed the Sponsor has made an Alternative Restructuring Proposal; (vi) impair or waive the rights of the Sponsor to assert or raise any objection permitted under this Agreement or the Transaction Agreement in connection with any hearing contemplated by this Agreement, the Transaction Agreement or the SISP or in the CCAA Court or the US Bankruptcy Court or prevent the Sponsor from enforcing this Agreement or the Transaction Agreement against the Just Energy Entities, Shell, the Supporting Secured CF Lenders, or the Credit Facility Agent; (vii) based on advice of counsel (which may be in-house counsel), prevent the Sponsor from taking any action that is required by applicable law (provided, however, that if the Sponsor proposes to take any action that is otherwise inconsistent with this Agreement or the Transaction Agreement in order to comply with applicable law, the Sponsor shall provide advance notice to the extent permissible under applicable law to the other Parties at that time to the extent the provision of notice is practicable under the circumstances); provided further that as of the date hereof, the Sponsor represents and warrants to each other Party that the Sponsor is unaware of any such action; (viii) based on advice of counsel (which may be in-house counsel), require the Sponsor to take any action that is prohibited by applicable law or to waive or forego the benefit of any applicable legal privilege (provided, however, that if the Sponsor proposes to take any action that is otherwise inconsistent with this Agreement or the Transaction Agreement in order to comply with applicable law, the Sponsor shall provide advance notice to the extent

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permissible under applicable law to the other Parties at that time to the extent the provision of notice is practicable under the circumstances); provided further that, as of the date hereof, the Sponsor represents and warrants to each other Party that the Sponsor is unaware of any such matter; or (ix) except as otherwise provided in, or envisioned by, this Agreement as of the Effective Date, require the Sponsor to incur any expenses, liabilities, or other obligations, or to agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations.

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- 8 - 6. Commitments of the Company. Subject to the terms and conditions hereof and to carrying out the SISP in accordance with the SISP Order, and except as the Sponsor may expressly release the Just Energy Entities in writing (which writing may be via email) from any of the following obligations (which release may be withheld, conditioned, or delayed by the Sponsor in its sole discretion) (each such release, a “Section 6 Waiver”): (a) each of the Just Energy Entities: (i) agrees to (x) support and use commercially reasonable efforts to complete the Transaction as set forth in this Agreement, (y) negotiate in good faith and execute and deliver the Definitive Documents and take any and all steps reasonably necessary and appropriate in furtherance of the Transaction and this Agreement, and (z) take commercially reasonable efforts to complete the Transaction in accordance with each Milestone set forth in Section 4; and (ii) shall not (x) file any motion, pleading, or Definitive Documents with the CCAA Court, the US Bankruptcy Court, or any other court (including any modifications or amendments thereof) that, in whole or in part, are inconsistent with this Agreement (including the consent rights of the other Parties set forth herein as to the form and substance of such motion, pleading, or Definitive Document), or (y) undertake any action that is inconsistent with, or is intended to frustrate or impede approval, implementation, and/or consummation of the Transaction described in this Agreement or the Stalking Horse Term Sheet; (b) each of the Just Energy Entities agrees to use commercially reasonable efforts to cure, vacate, reverse, set aside, or have overruled any ruling or order of the CCAA Court, the US Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction (including any appellate court) enjoining or rendering impossible the consummation of the Transaction;

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- 9 - (c) each of the Just Energy Entities agrees to provide prompt written notice to the other Parties between the date hereof and the SA Termination Date of: (i) the occurrence, or failure to occur, of any event of which the occurrence or failure to occur would be reasonably likely to cause (x) any representation or warranty of the Just Energy Entities contained in this Agreement to be untrue or inaccurate in any material respect, (y) any covenant of the Just Energy Entities contained in this Agreement not to be satisfied in any material respect, or (z) any condition precedent contained in this Agreement or a Definitive Document not to occur or become impossible to satisfy; (ii) receipt of any written notice from any third party alleging that the consent of such party is or may be required as a condition precedent to consummation of the transactions contemplated by the Transaction; (iii) receipt of any written notice from any governmental body that is material to the consummation of the transactions contemplated by the Transaction; and (iv) to the extent involving the Company, any material governmental or third party complaints, litigations, investigations, or hearings (or communications indicating that the same is contemplated or threatened); (d) the Just Energy Entities agree to take commercially reasonable efforts to ensure that all consents and approvals necessary for the implementation of the Transaction (including, without limitation, regulatory, court, and other approvals) shall have been obtained to the satisfaction of the Sponsor, the Credit Facility Agent, and the Just Energy Entities, and that all necessary filings and notifications and similar actions shall have been taken to the satisfaction of the Sponsor, the Credit Facility Agent, and the Just Energy Entities prior to Closing; provided that in no event would a Just Energy Entity be required to dispose of any assets or agree to any behavioral remedies in connection with obtaining Regulatory Approvals, unless agreed to by the Sponsor, the Requisite Supporting Secured CF Lenders, Shell, and the Company; provided further that in connection with obtaining the Regulatory Approvals, no Just Energy Entity shall agree to any of the foregoing items without the prior written consent of the Sponsor; (e) Just Energy agrees to apply for and obtain orders from the applicable Canadian Securities Regulatory Authorities which provide that, at Closing, Just Energy Entities will have ceased to be a reporting issuer (or equivalent) under any Canadian securities laws, and that no Just Energy Entity will become a reporting issuer (or equivalent) under any Canadian securities laws as a result of the completion of the Transaction; (f) the Just Energy Entities shall pay the reasonable and documented fees and expenses of the Supporting Creditors (as defined below) incurred in connection with the Transaction, the CCAA Proceedings and the Chapter 15 Cases, including, without limitation, the reasonable and documented fees and expenses of such parties’ legal, financial, and other advisors, as and when they come due after receipt of applicable invoices and in accordance with the arrangements in place as of the date of this Agreement, including, without limitation, as set forth in the DIP Term Sheet, or, with respect to any additional fees and expenses, as otherwise agreed to by the Sponsor;

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- 10 - (g) the Just Energy Entities shall: (i) operate the business of the Just Energy Entities in the ordinary course in a manner that is consistent with this Agreement and use commercially reasonable efforts to preserve intact the Just Energy Entities’ business organization and relationships with third parties and, subject to (ii) below, its employees (which shall not prohibit the Just Energy Entities from taking actions outside of the ordinary course of business to the extent approved by the CCAA Court and the US Bankruptcy Court, as applicable and with the consent of the Sponsor); (ii) not have disclaimed or terminated any employment or consulting agreement with an officer, director, or member of senior management, other than “for cause,” without the written consent of the Sponsor; (iii) keep the Sponsor, the Supporting Secured CF Lenders, and the Credit Facility Agent informed about the operations of the Just Energy Entities; and (iv) provide each of the other Parties any material information reasonably requested regarding the Just Energy Entities (on a confidential basis) and provide, and direct the Just Energy Entities’ employees, officers, advisors, and other representatives to provide, to the Sponsor’ legal, financial, and other advisors, (x) reasonable access during normal business hours to the Just Energy Entities’ books, records, and facilities (on a confidential basis), and (y) reasonable access to the management and advisors of the Just Energy Entities for the purposes of evaluating the Just Energy Entities’ assets, liabilities, operations, businesses, finances, strategies, prospects, and affairs; (h) the Just Energy Entities agree (i) to prepare or cause to be prepared the applicable Definitive Documents within the Just Energy Entities’ control (including all relevant motions, applications, orders, and agreements), (ii) to provide draft copies of all documents, including the Definitive Documents within the Just Energy Entities’ control, that the Just Energy Entities intend to file with the CCAA Court or the US Bankruptcy Court, in each case, to counsel to the Sponsor and Credit Facility Agent at least three (3) days before such documents are to be filed with the CCAA Court and/or the US Bankruptcy Court or as soon as practicable thereafter; provided that each such pleading or document shall be acceptable to the Sponsor and the Credit Facility Agent, each acting reasonably, and consistent with, and shall otherwise contain, the terms and conditions set forth in this Agreement (including the consent rights of any Party, as may be applicable, set forth herein as to the form and substance of such pleading or document), and (iii) without limiting any approval rights set forth herein, consult in good faith with the advisors to the Sponsor and Credit Facility Agent regarding the form and substance and timing of service and filing of any of the foregoing documents in advance of the filing, execution, distribution, or use (as applicable) thereof; (i) the Just Energy Entities agree to file timely a formal objection to any motion filed with the CCAA Court or the US Bankruptcy Court, as applicable, seeking an order that would undermine the Transaction or any relief sought in connection therewith; (j) the Just Energy Entities agree to file timely a formal objection to any motion filed with the CCAA Court or the US Bankruptcy Court, as applicable, by any Person seeking the entry of an order: (i) lifting the stay of proceedings in the CCAA Proceedings or the Chapter 15 Cases; (ii) terminating the CCAA Proceedings or converting the CCAA Proceedings to proceedings under the Bankruptcy and Insolvency Act (Canada); (iii) directing the appointment of an examiner or a trustee; (iv) converting any of the Chapter 15 Cases to a case under chapter 7 of the Bankruptcy Code; or (v) dismissing any of the Chapter 15 Cases; (k) the Just Energy Entities agree to act in good faith and take (and cause its agents, representatives, and employees to take) all actions that are reasonably necessary or appropriate, and all actions required by the CCAA Court and/or the US Bankruptcy Court, to support and achieve the consummation of the Transaction and implementation steps provided for or contemplated in the Transaction; and

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- 11 - (l) the Just Energy Entities agree not object to, delay, impede, or take any other action to interfere with consummation, or implementation of, the Transaction contemplated by this Agreement. 7. Commitments of the Supporting Secured CF Lenders. Subject to the terms and conditions hereof and to carrying out the SISP in accordance with the SISP Order, each Supporting Secured CF Lender and the Credit Facility Agent shall (severally, and not jointly and severally), solely as it remains the legal owner of Credit Facility Claims and Credit Facility LC Claims, from the Secured CF Effective Date until the occurrence of the SA Termination Date (as defined below): (a) support the Transaction and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Transaction; provided, however, the foregoing shall not require the Supporting Secured CF Lenders or the Credit Facility Agent to take or refrain from taking any action that would materially change or impair (i) the terms of the Transaction or (ii) their rights under this Agreement; (b) act in good faith and take (and cause its agents, representatives, and employees to take) all actions that are reasonably necessary or appropriate, and all actions required by the CCAA Court and/or the US Bankruptcy Court, to support and achieve the consummation of the Transaction and implementation steps provided for or contemplated in the Transaction; (c) not object to, delay, impede, or take any other action to interfere with consummation, or implementation of, the Transaction contemplated by this Agreement; (d) not directly or indirectly take any action that would interfere with, delay, impede, or postpone the transactions contemplated by this Agreement; (e) not file any motion, pleading, or other document with the US Bankruptcy Court, the CCAA Court, or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with the Transaction; (f) not initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the CCAA Proceedings, the Chapter 15 Cases, this Agreement, or the Transaction contemplated herein against the Just Energy Entities or the other Parties hereto other than to enforce this Agreement, that certain accommodation and support agreement dated March 18, 2021 between the Just Energy Entities, the Credit Facility Agent, and the Supporting Secured CF Lenders (the “Accommodation Agreement”), or any Definitive Document or as otherwise permitted under this Agreement; (g) not exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claims or interests in the Just Energy Entities, other than in accordance with the Accommodation Agreement or in a manner consistent with this Agreement;

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- 12 - (h) not object to, delay, impede, or take any other action to interfere with the Just Energy Entities’ ownership and possession of their assets, wherever located, or interfere with the stay imposed by the CCAA Court and the US Bankruptcy Court, other than in accordance with the Accommodation Agreement or this Agreement; (i) participate in the New Credit Facility (subject to the terms and conditions of the New Credit Agreement) and enter into the New Intercreditor Agreement on substantially similar terms as the Intercreditor Agreement but subject to the changes set forth in Exhibit 4 to the Stalking Horse Term Sheet, in each case subject to the implementation of the transactions contemplated in, and Closing occurring in accordance with, the Transaction Agreement; and (j) between the date hereof and the SA Termination Date, provide prompt written notice to the other Parties, to the extent known by such Supporting Secured CF Lender or Credit Facility Agent, as the case may be, of: (i) the occurrence, or failure to occur, of any event of which the occurrence or failure to occur would be reasonably likely to cause (A) any representation or warranty of the Supporting Secured CF Lender or Credit Facility Agent (as the case may be) contained in this Agreement to be untrue or inaccurate in any material respect, (B) any covenant of the Supporting Secured CF Lender or Credit Facility Agent (as the case may be) contained in this Agreement not to be satisfied in any material respect, or (C) any condition precedent contained in this Agreement not to occur or become impossible to satisfy; or (ii) the receipt of written notice from any third party alleging that the consent of such party is or may be required as a condition precedent to consummation of the transactions contemplated by the Transaction. Notwithstanding the foregoing, nothing in this Agreement shall: (i) be construed to prohibit any Supporting Secured CF Lender or the Credit Facility Agent from appearing as a party-in-interest in any matter to be adjudicated in the CCAA Proceedings or the Chapter 15 Cases, so long as until the occurrence of the SA Termination Date applicable to such Supporting Creditor (as defined below), such appearance and the positions advocated in connection therewith are (A) consistent with the SISP or (B) not inconsistent with this Agreement or the Transaction Agreement and not for the purpose of hindering, delaying, or preventing the consummation of the Transaction; (ii) prevent any Supporting Secured CF Lender or the Credit Facility Agent from enforcing this Agreement or the Transaction Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the Transaction Agreement; (iii) direct, modify, or change in any way any right of the Supporting Secured CF Lenders and Credit Facility Agent under the Accommodation Agreement and any related documents; (iv) except as otherwise expressly provided in this Agreement or the Transaction Agreement, be construed to limit the rights of any Supporting Secured CF Lender or the Credit Facility Agent under any applicable credit agreement, other loan document, instrument, and/or applicable law; (v) affect the rights of any Supporting Secured CF Lender or the Credit Facility Agent to consult with the other Supporting Secured CF Lenders, the Just Energy Entities, the Sponsor, Shell, or any other creditor or stakeholder of the Just Energy Entities or any other party in interest in the CCAA Proceedings, the Chapter 15 Cases or the SISP; provided, that without the written consent (which may be delivered via email) of the Just Energy Entities, the Supporting Secured CF Lenders shall not consult with any party whom the Just Energy Entities have informed the Supporting Secured CF Lenders has made an Alternative Restructuring Proposal; (vi) impair or waive the rights of any Supporting Secured CF Lender or the Credit Facility Agent to assert or raise any objection permitted under this Agreement or the Transaction Agreement in connection with any hearing contemplated by this Agreement, the Transaction Agreement or the SISP or in the CCAA Court or the US Bankruptcy Court or prevent such Supporting Secured CF Lender or the Credit Facility Agent from enforcing this Agreement or the Transaction Agreement against the other Parties; (vii) based on advice of counsel (which may be in-house counsel), prevent any Supporting Secured CF Lender or the Credit Facility Agent from taking any action that is required by applicable law (provided, however, that if any Supporting Secured CF Lender or the Credit Facility Agent proposes to take any action that is otherwise inconsistent with this Agreement or the Transaction Agreement in order to comply with applicable law, such Supporting Secured CF Lender or the Credit Facility Agent shall provide advance notice to the extent permissible under applicable law to the other Parties to the extent the provision of notice is practicable under the circumstances; provided further that, as of the date hereof, each Supporting Secured CF Lender represents and warrants to each other Party that it is unaware of any such action); (viii) based on advice of counsel (which may

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be in-house counsel), require any Supporting Secured CF Lender or the Credit Facility Agent to take any action that is prohibited by applicable law or to waive or forego the benefit of any applicable legal privilege (provided, however, that if any Supporting Secured CF Lender or the Credit Facility Agent proposes to take any action that is otherwise inconsistent with this Agreement in order to comply with applicable law, such Supporting Secured CF Lender or the Credit Facility Agent, as the case may be, shall provide advance notice to the extent permissible under applicable law to the other Parties to the extent the provision of notice is practicable under the circumstances; provided further that, as of the date hereof, such Supporting Secured CF Lender represents and warrants to each other Party that it is unaware of any such matter); or (ix) except as otherwise provided in, or envisioned by, this Agreement as of the Secured CF Effective Date, require any Supporting Secured CF Lender or the Credit Facility Agent to incur any expenses, liabilities, or other obligations, or to agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations (other than customary expenses that may be incurred in connection with the New Credit Facility).

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- 13 - 8. Commitments of Shell. Subject to the terms and conditions hereof, Shell shall, from the Shell Effective Date until the occurrence of the SA Termination Date (as defined below): (a) support the Transaction and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Transaction; provided, however, the foregoing shall not require Shell to take or refrain from taking any action that would materially change or impair (i) the terms of the Transaction or (ii) its rights under this Agreement; (b) act in good faith and take (and cause its agents, representatives, and employees to take) all actions that are reasonably necessary or appropriate, and all actions required by the CCAA Court and/or the US Bankruptcy Court, to support and achieve the consummation of the Transaction and implementation steps provided for or contemplated in the Transaction; (c) not object to, delay, impede, or take any other action to interfere with consummation, or implementation of, the transactions contemplated by this Agreement;

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- 14 - (d) not directly or indirectly take any action that would interfere with, delay, impede, or postpone the Transaction contemplated by this Agreement; (e) not file any motion, pleading, or other document with the US Bankruptcy Court, the CCAA Court, or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with the Transaction; (f) not initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the CCAA Proceedings, the Chapter 15 Cases, this Agreement, or the Transaction contemplated herein against the Just Energy Entities or the other Parties hereto other than to enforce this Agreement, the Support Agreement dated March 9, 2021 among Shell Energy North America (US), L.P., Shell Energy North America (Canada) Inc., Just Energy Ontario L.P., Just Energy (U.S.) Corp., Just Energy New York Corp., Just Energy Alberta L.P., Fulcrum Retail Holdings LLC, Just Energy Texas LP, Just Energy Solutions Inc., Just Energy Illinois Corp., Just Energy Corp. and Just Green L.P. (the “Shell Commodity Support Agreement”), or any Definitive Document or as otherwise permitted under this Agreement; (g) not exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claims or interests in the Just Energy Entities, other than in accordance with the Shell Commodity Support Agreement or this Agreement; (h) not object to, delay, impede, or take any other action to interfere with the Just Energy Entities’ ownership and possession of their assets, wherever located, or interfere with the stay imposed by the CCAA Court and the US Bankruptcy Court, other than in accordance with this Agreement; (i) between the date hereof and the SA Termination Date, provide prompt written notice to the other Parties, to the extent known by Shell, of: (i) the occurrence, or failure to occur, of any event of which the occurrence or failure to occur would be reasonably likely to cause (A) any representation or warranty of Shell contained in this Agreement to be untrue or inaccurate in any material respect, (B) any covenant of Shell contained in this Agreement not to be satisfied in any material respect, or (C) any condition precedent contained in this Agreement not to occur or become impossible to satisfy; or (ii) the receipt of written notice from any third party alleging that the consent of such party is or may be required as a condition precedent to consummation of the transactions contemplated by the Transaction; and (j) effective as of Closing under the Transaction Agreement: (i) to continue to provide commodity supply in accordance with the existing Shell agreements, as may be amended, restated, supplemented and/or replaced by agreement between Shell and the applicable Just Energy Entity to the appropriate Just Energy Entities or additional Just Energy Entities; and (ii) to enter into the New Intercreditor Agreement on substantially similar terms as the Intercreditor Agreement but subject to the changes set forth in Exhibit E hereto; provided that notwithstanding the foregoing, nothing herein shall obligate Shell to continue providing services under the Third Amended and Restated Scheduling Coordinator Agreement dated December 1, 2014 between Shell Energy North America (US), L.P., Just Energy New York Corp., Just Energy (U.S.) Corp. and Just Energy Solutions Inc. (formerly Commerce Energy, Inc.) or any other agreement whereby Shell performs ISO or scheduling services on behalf of any Just Energy Entity whereby a Just Energy Entity has reimbursement obligations to Shell for payments made by Shell on behalf of a Just Energy Entity to an ISO.

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- 15 - Notwithstanding the foregoing, nothing in this Agreement shall: (i) be construed to prohibit Shell from appearing as a party-in-interest in any matter to be adjudicated in the CCAA Proceedings or the Chapter 15 Cases, so long as, from the Shell Effective Date until the occurrence of the applicable SA Termination Date, such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement or the Transaction Agreement and are not for the purpose of hindering, delaying, or preventing the consummation of the Transaction; (ii) prevent Shell from enforcing this Agreement or the Transaction Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the Transaction Agreement; (iii) direct, modify, or change in any way any right of Shell under the Shell Commodity Support Agreement; (iv) except as otherwise expressly provided in this Agreement or the Transaction Agreement, be construed to limit Shell’s rights under any applicable credit agreement, other loan document, instrument, other commercial agreement with a Just Energy Entity, and/or applicable law; (v) affect the rights of Shell to consult with the Just Energy Entities, the Sponsor, the Supporting Secured CF Lenders, the Credit Facility Agent, or any other creditor or stakeholder of the Just Energy Entities or any other party in interest in the CCAA Proceedings, the Chapter 15 Cases or the SISP; provided that without the written consent (which may be delivered via email) of the Just Energy Entities, Shell shall not consult with any party whom the Just Energy Entities have informed Shell has made an Alternative Restructuring Proposal; (vi) impair or waive the rights of Shell to assert or raise any objection permitted under this Agreement or the Transaction Agreement in connection with any hearing contemplated under this Agreement or the Transaction Agreement or in the CCAA Court or the US Bankruptcy Court or prevent Shell from enforcing this Agreement or the Transaction Agreement against the other Parties; (vii) based on advice of counsel (which may be in-house counsel), prevent Shell from taking any action that is required by applicable law (provided, however, that if Shell proposes to take any action that is otherwise inconsistent with this Agreement or the Transaction Agreement in order to comply with applicable law, Shell shall provide advance notice to the extent permissible under applicable law to the other Parties to the extent the provision of notice is practicable under the circumstances); provided, however, that, as of the date hereof, Shell represents and warrants to each other Party that Shell is unaware of any such action; (viii) based on advice of counsel (which may be in-house counsel), require Shell to take any action that is prohibited by applicable law or to waive or forego the benefit of any applicable legal privilege (provided, however, that if Shell proposes to take any action that is otherwise inconsistent with this Agreement or the Transaction Agreement in order to comply with applicable law, Shell shall provide advance notice to the extent permissible under applicable law to the other Parties to the extent the provision of notice is practicable under the circumstances); provided further that, as of the date hereof, Shell represents and warrants to each other Party that Shell is unaware of any such matter; or (ix) except as otherwise provided in, or envisioned by, this Agreement as of the Shell Effective Date, require Shell to incur any expenses, liabilities, or other obligations, or to agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations (other than customary expenses that may be incurred in connection with the New Intercreditor Agreement). 9. Additional Provisions Regarding the Just Energy Entities. The Just Energy Entities shall provide on a confidential basis to the legal counsel and financial advisors of the Sponsor and the Supporting Secured CF Lenders (A) copies (or if not provided to the Just Energy Entities in writing, a detailed description) of any Alternative Restructuring Proposal no later than one (1) calendar day following receipt thereof by the Just Energy Entities or their advisors and (B) such other information as reasonably requested by the Sponsor’s or the Supporting Secured CF Lenders’ legal counsel and financial advisors or as necessary to keep the Sponsor and the Supporting Secured CF Lenders informed no later than one (1) calendar day after any such request or any material change to the proposed terms of any Alternative Restructuring Proposal as to the terms of any Alternative Restructuring Proposal (including any changes to the proposed terms thereof) and the status and substance of discussions related thereto.

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- 16 - 10. Termination. (a) Sponsor Termination Events. The Sponsor shall have the right, but not the obligation, to terminate this Agreement with respect to the Sponsor upon delivery of written notice to the other Parties at any time after the occurrence of or during the continuation of any of the following events, unless waived in writing on a prospective or retroactive basis by the Sponsor: (i) the failure to meet any of the Milestones in Section 4 (as they may be extended in accordance with Section 4) unless such failure is the result of any act, omission, or delay on the part of the Sponsor; (ii) upon the termination of the Transaction Agreement for any reason in accordance with its terms; (iii) if the CCAA Proceedings are dismissed, terminated, stayed, modified, or converted to a proceeding under the Bankruptcy and Insolvency Act (Canada) or Winding-Up and Restructuring Act (Canada); (iv) if the US Bankruptcy Court enters an order (a) dismissing any of the Chapter 15 Cases, (b) converting any of the Chapter 15 Cases to a case under chapter 7 of the Bankruptcy Code, or (c) appointing a trustee or an examiner with expanded powers pursuant to Bankruptcy Code section 1104 in any of the Chapter 15 Cases; (v) if the Just Energy Entities file any motion or any request for relief seeking to (a) dismiss any of the Chapter 15 Cases, (b) convert any of the Chapter 15 Cases to a case under chapter 7 of the Bankruptcy Code, or (c) appoint a trustee or examiner with expanded powers pursuant to Bankruptcy Code section 1104 in any of the Chapter 15 Cases; (vi) upon the Just Energy Entities’ withdrawal, waiver, amendment, or modification of, or the filing of (or announced intention to file) a pleading seeking to withdraw, waive, amend, or modify any of the Definitive Documents, including motions, notices, exhibits, appendices, and orders, that is both not consistent in all material respects with this Agreement and not done with the consent of the Sponsor; (vii) any condition precedent contained in this Agreement or any of the Definitive Documents becomes incapable of being satisfied; (viii) at any time if any of the closing conditions set out in the Transaction Agreement is not capable of being satisfied prior to the Outside Date;

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- 17 - (ix) the issuance by any governmental authority, including the CCAA Court or the US Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any ruling or order the effect of which would be materially inconsistent with the purpose or intention of this Agreement, the Transaction, or enjoining or otherwise impeding the consummation of the Transaction on the terms and conditions set forth in this Agreement or the Transaction Agreement; provided, however, that the Sponsor shall not have the right to terminate under this clause if the Just Energy Entities are using commercially reasonable efforts to cure, vacate, reserve, set aside, or have overruled as quickly as possible such ruling or order to obtain relief that would allow consummation of the Transaction in a manner that (x) does not prevent or diminish in a material way compliance with the terms of this Agreement and (y) is acceptable to the Sponsor; (x) either (a) the Just Energy Entities request or (b) the CCAA Court approves any amendments or modifications to the SISP Order that are not acceptable to the Sponsor, acting reasonably; (xi) any of the key milestone dates set out in Section 6 of the SISP (prior to any extension thereof in accordance with the terms of the SISP) are not met, unless such extension is consented to by the Sponsor; (xii) Just Energy or the Monitor waives or seeks authority to waive any of the requirements under the SISP that Just Energy is not permitted to waive in accordance with the terms thereof; (xiii) a material breach by any Just Energy Entity of any representation, warranty, or covenant of such Just Energy Entity set forth in this Agreement that (to the extent curable) remains uncured for a period of ten (10) days after the receipt by the Just Energy Entities of written notice detailing such breach; (xiv) the Just Energy Entities file, propose, or otherwise support any restructuring, sale, or liquidation transaction other than as contemplated by this Agreement, the Transaction Agreement, or in accordance with the SISP Order, or with the consent of the Sponsor; (xv) an order is entered by the CCAA Court or the US Bankruptcy Court authorizing any party to proceed against any material asset of any of the Just Energy Entities or any assets that would materially and adversely affect the Just Energy Entities’ ability to operate their business in the ordinary course or ability to implement the transactions contemplated in this Agreement or the Transaction Agreement; (xvi) a failure by the Just Energy Entities to pay the fees and expenses of the Sponsor, including but not limited to the Sponsor’s legal, financial, and any other advisors, as and when due pursuant to the terms of any applicable engagement letters and any applicable orders of the CCAA Court or the US Bankruptcy Court;

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- 18 - (xvii) the entry of an order by any court of competent jurisdiction granting the relief sought in an involuntary proceeding against any entity constituting the Just Energy Entities seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief in respect of any entity comprising the Just Energy Entities or the Just Energy Entities’ debts, or of a substantial part of the Just Energy Entities’ assets, under any federal, state, or foreign bankruptcy, insolvency, administrative, receivership, or similar law now or hereafter in effect (provided that such involuntary proceeding is not dismissed within a period of thirty (30) days after the filing thereof); (xviii) if any of the Just Energy Entities (a) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition described above, (b) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or similar official for the Just Energy Entities or for a substantial part of the Just Energy Entities’ assets, (c) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (d) makes a general assignment or arrangement for the benefit of creditors, or (e) takes any corporate action for the purpose of authorizing any of the foregoing; (xix) the Just Energy Entities’ failure to obtain the Vesting Recognition Order (x) by September 30, 2022, if the SISP has been terminated and the Transaction Agreement has become the Successful Bid because a suitable NOI was not received before the NOI Deadline; (xx) the occurrence of an Event of Default under Sections 25(a), 25(b)(ii) (provided that the failure to deliver any Cash Flow Statement by the date set out in Section 18 of the DIP Term Sheet continues for three (3) business days), 25(b)(iii) (solely with respect to Section 35 of the DIP Term Sheet), 25(e) (solely with respect to: (y) the affirmative covenants in clauses (1) and/or (21) on Schedule H of the DIP Term Sheet (and in the case of covenant (21) excluding any Material Contract or Material License terminated (A) with the prior written consent of (I) the Monitor and the Sponsor or (II) the CCAA Court or (B) solely as a result of entering into this Agreement or the Transaction Agreement); and/or (z) the negative covenants in Schedule I of the DIP Term Sheet), 25(f), 25(j), 25(k), 25(l), 25(m), and/or 25(p) of the DIP Term Sheet, in each case that has not been cured (if susceptible to cure) or waived by the applicable percentage of the lenders thereunder in accordance with the terms of the DIP Term Sheet, and the obligations under the DIP Term Sheet have been accelerated; (xxi) upon (a) a filing by any of the Just Energy Entities of any motion, objection, application, or adversary proceeding challenging the validity, enforceability, perfection or priority of, or seeking avoidance, subordination, or characterization of, any portion of the Sponsor’s or any of its affiliates’ claims against any of the Just Energy Entities, and/or the liens securing any such claims or asserting any other claim or cause of action against and/or with respect to any such claims, liens, the Sponsor, or the agent under any of the relevant facilities (or if any Just Energy Entity files a pleading supporting any such motion, application, or adversary proceeding commenced by any third party) or (b) the entry of an order by the CCAA Court or the US Bankruptcy Court (other than with respect to any action commenced by the Just Energy Entities against ERCOT) providing relief adverse to the interests of the Sponsor or any of its affiliates or the agent under any relevant facilities with respect to any of the foregoing claims, causes of action, or proceedings, but excluding preliminary or final relief granting standing to any other party to prosecute such claims, causes of action, or proceeding; (xxii) subject to the terms of the SISP, the Sponsor is not the successful bidder under the SISP; or

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- 19 - (xxiii) any other Party terminates its obligations under this Agreement. (b) Company Termination Events. The Just Energy Entities may terminate this Agreement, in each case, upon delivery of written notice to the other Parties upon the occurrence of any of the following events: (i) a material breach by the Sponsor of any representation, warranty, or covenant set forth in this Agreement that (to the extent curable) remains uncured for a period of ten (10) days after the receipt by the Sponsor of written notice detailing such breach; (ii) upon the termination of the Transaction Agreement for any reason in accordance with its terms; (iii) the failure to meet any of the Milestones in Section 4 unless (x) such failure is the result of any act, omission, or delay on the part of the Just Energy Entities or (y) such Milestone is extended in accordance with Section 4; (iv) the board of directors, board of managers, or such similar governing body of any Just Energy Entity determines, upon the advice of outside legal counsel and financial advisors, that proceeding with the Transaction would be inconsistent with the exercise of its fiduciary duties or applicable law; provided that the Just Energy Entities shall not have the right to terminate this Agreement under this Section 10(b)(iv) if either (x) no Qualified Bids, other than the Stalking Horse Transaction, are received by the Qualified Bid Deadline (as such terms are defined in the SISP) or (y) the Stalking Horse Transaction is declared the Successful Bid (as such terms are defined in the SISP); (v) subject to the terms of the SISP, the Sponsor is not the successful bidder under the SISP; (vi) (A) any condition precedent contained in this Agreement or any of the Definitive Documents that cannot be waived becomes incapable of being satisfied, and (B)(x) any condition precedent contained in this Agreement or any of the Definitive Documents that can be waived by a party other than the Company becomes incapable of being satisfied and (y) the Company has requested a waiver of such condition precedent and such waiver has been denied; (vii) the issuance by any governmental authority, including the CCAA Court or the US Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any final ruling or Final Order enjoining or otherwise impeding the consummation of the Transaction on the terms and conditions set forth in this Agreement or the Transaction Agreement; provided, however, that the Just Energy Entities have made commercially reasonable efforts to cure, vacate, reserve, set aside, or have overruled as quickly as possible such final ruling or Final Order prior to terminating this Agreement; or

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- 20 - (viii) any other Party terminates its obligations under this Agreement and such termination either (A) renders the Transaction incapable of consummation or (B) materially changes the overall economic terms of the Transaction in a manner that is adverse to the Just Energy Entities (which would include Shell failing to confirm, in writing, to the Just Energy Entities and the Sponsor that (x) it will not exercise any termination rights under Continuing Contracts solely as a result of the Transaction and (y) all existing and future trades will be provided for under the Continuing Contracts (as may be amended, restated, supplemented, and/or replaced by the Just Energy Entities other than Just Energy and Shell from time to time following Closing) or new arrangements, in each case, in accordance with the terms thereof and subject to the terms of the New Intercreditor Agreement, or the New Credit Agreement not being entered into). (c) Supporting Secured CF Lender Termination Events. The Requisite Supporting Secured CF Lenders1 shall have the right, but not the obligation, to terminate this Agreement upon delivery of written notice to the other Parties at any time after the occurrence of or during the continuation of any of the following events, unless waived in writing on a prospective or retroactive basis by the applicable Requisite Supporting Secured CF Lenders (provided, however, that any such termination shall only be with respect to the applicable Supporting Secured CF Lenders and the Credit Facility Agent, and this Agreement shall remain in full force and effect as to the other Parties hereto at such time, and the term “Parties” shall thereafter exclude the applicable Supporting Secured CF Lenders and the Credit Facility Agent): (i) upon the termination of the Transaction Agreement for any reason in accordance with its terms; (ii) in the event that a Qualified Bid (other than the Transaction Agreement) is received by Just Energy before the Qualified Bid Deadline; provided that the termination right pursuant to this clause is subject to any further agreement (or waiver) between the Supporting Secured CF Lenders and the Sponsor made at or prior to any Auction; (iii) either (a) the Just Energy Entities request or (b) the CCAA Court approves any amendments or modifications to the SISP Order that are not acceptable to the Requisite Supporting Secured CF Lenders, acting reasonably; (iv) any of the key milestone dates set out in Section 6 of the SISP (prior to any extension thereof in accordance with the terms of the SISP) are not met, unless such extension is consented to by the Requisite Supporting Secured CF Lenders; (v) Just Energy or the Monitor waives or seeks authority to waive any of the requirements under the SISP that Just Energy is not permitted to waive in accordance with the terms thereof; (vi) if the CCAA Proceedings are dismissed, terminated, stayed, modified, or converted to a proceeding under the Bankruptcy and Insolvency Act (Canada) or Winding-Up and Restructuring Act (Canada); (vii) if the US Bankruptcy Court enters an order (a) dismissing any of the Chapter 15 Cases, (b) converting any of the Chapter 15 Cases to a case under chapter 7 of the Bankruptcy Code, or (c) appointing a trustee or an examiner with expanded powers pursuant to Bankruptcy Code section 1104 in any of the Chapter 15 Cases; 1 The holders of in excess of 66 2/3% of the Credit Facility Claims shall be the “Requisite Supportin g SecuredCF Lenders.”

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- 21 - (viii) the Just Energy Entities file any motion or any request for relief seeking to (a) dismiss any of the Chapter 15 Cases, (b) convert any of the Chapter 15 Cases to a case under chapter 7 of the Bankruptcy Code, or (c) appoint a trustee or examiner with expanded powers pursuant to Bankruptcy Code section 1104 in any of the Chapter 15 Cases; (ix) upon the Just Energy Entities’ withdrawal, waiver, amendment, or modification, or the filing of (or announced intention to file) a pleading seeking to withdraw, waive, amend, or modify any of the Definitive Documents, including motions, notices, exhibits, appendices, and orders, that is both not consistent in all material respects with this Agreement and not done with the consent of the Requisite Supporting Secured CF Lenders; (x) any condition precedent contained in the Transaction Agreement or New Credit Agreement becomes incapable of being satisfied or any condition precedent contained in the Transaction Agreement is waived without the consent of the Requisite Supporting Secured CF Lenders; (xi) the issuance by any governmental authority, including the CCAA Court or the US Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any final ruling or Final Order, the effect of which would be materially inconsistent with the purpose or intention of this Agreement, the Transaction, or enjoining or otherwise impeding the consummation of the Transaction on the terms and conditions set forth in this Agreement or the Transaction Agreement; provided, however, that the Supporting Secured CF Lenders shall not have the right to terminate under this clause if the Just Energy Entities are using commercially reasonable efforts to cure, vacate, reserve, set aside, or have overruled as quickly as possible such final ruling or Final Order to obtain relief that would allow consummation of the Transaction in a manner that (x) does not prevent or diminish in a material way compliance with the terms of this Agreement and (y) is acceptable to the Requisite Supporting Secured CF Lenders; (xii) a material breach by any Just Energy Entity of any representation, warranty, or covenant of such Just Energy Entity set forth in this Agreement that (to the extent curable) remains uncured for a period of ten (10) days after the receipt by the Just Energy Entities of written notice detailing such breach; (xiii) the Just Energy Entities file, propose, or otherwise support any restructuring, sale, or liquidation transaction other than as contemplated by this Agreement or in accordance with the SISP Order (A) that materially and adversely affects the treatment, rights, or interests of the Supporting Secured CF Lenders as compared to the treatment, rights, or interests of the Supporting Secured CF Lenders hereunder and (B) without the consent of the Requisite Supporting Secured CF Lenders; (xiv) an order is entered by the CCAA Court or the US Bankruptcy Court authorizing any party to proceed against any material asset of any of the Just Energy Entities or any assets that would materially and adversely affect the Just Energy Entities’ ability to operate their business in the ordinary course or ability to implement the transactions contemplated in this Agreement or the Transaction Agreement, including the Transaction;

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- 22 - (xv) a failure by the Just Energy Entities to pay the fees and expenses of the Supporting Secured CF Lenders and Credit Facility Agent, including but not limited to the legal, financial, and any other advisors of the Supporting Secured CF Lenders and Credit Facility Agent, as and when due pursuant to the terms of any applicable engagement letters and any applicable orders of the CCAA Court or the US Bankruptcy Court; (xvi) the entry of an order by any court of competent jurisdiction granting the relief sought in an involuntary proceeding against any entity constituting the Just Energy Entities seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief in respect of any entity comprising the Just Energy Entities or the Just Energy Entities’ debts, or of a substantial part of the Just Energy Entities’ assets, under any federal, state, or foreign bankruptcy, insolvency, administrative, receivership, or similar law now or hereafter in effect (provided that such involuntary proceeding is not dismissed within a period of thirty (30) days after the filing thereof); (xvii) if any of the Just Energy Entities (a) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition described above, (b) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or similar official for the Just Energy Entities or for a substantial part of the Just Energy Entities’ assets, (c) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (d) makes a general assignment or arrangement for the benefit of creditors, or (e) takes any corporate action for the purpose of authorizing any of the foregoing; (xviii) the obligations of the Company under the DIP Term Sheet are accelerated or the commitments under the DIP Term Sheet are terminated; (xix) upon (a) a filing by any of the Just Energy Entities of any motion, objection, application, or adversary proceeding challenging the validity, enforceability, perfection or priority of, or seeking avoidance, subordination, or characterization of, any portion of the Supporting Secured CF Lenders’ or any of their affiliates’ claims against any of the Just Energy Entities, and/or the liens securing any such claims or asserting any other claim or cause of action against and/or with respect to any such claims, liens, the Supporting Secured CF Lenders or the Credit Facility Agent (or if any Just Energy Entity files a pleading supporting any such motion, application, or adversary proceeding commenced by any third party), or (b) the entry of an order by the CCAA Court or the US Bankruptcy Court (other than with respect to any action commenced by the Just Energy Entities against ERCOT) providing relief adverse to the interests of the Supporting Secured CF Lenders or the Credit Facility Agent with respect to any of the foregoing claims, causes of action, or proceedings, but excluding preliminary or final relief granting standing to any other party to prosecute such claims, causes of action or proceeding; (xx) the Sponsor or Shell terminates its obligations under this Agreement;

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- 23 - (xxi) the Just Energy Entities’ failure to obtain the Vesting Recognition Order (x) by September 30, 2022, if the SISP has been terminated and the Transaction Agreement has become the Successful Bid because a suitable NOI was not received before the NOI Deadline; (xxii) if the Closing of the Transaction has not occurred by November 30, 2022 (the “Initial Secured CF Lenders Outside Date”) provided that if the Closing will not occur by the Initial Secured CF Lenders Outside Date solely because the receipt of a Regulatory Approval remains outstanding, then the Initial Secured CF Lenders Outside Date may be automatically extended for another sixty (60) days upon written notice given on or before the Initial Secured CF Lenders Outside Date to the Credit Facility Agent or its counsel that there is a reasonable expectation that the condition will be satisfied by such extended date, which notice may be from either the Company or the Plan Sponsor (or their respective counsel) and given by email; or (xxiii) a Section 6 Waiver is given by the Sponsor without the consent of the Requisite Supporting Secured CF Lenders, unless such Section 6 Waiver relates exclusively to an obligation of the Just Energy Entities to the Sponsor and such waiver has no direct or indirect materially adverse effect on the Supporting Secured CF Lenders or the Credit Facility Agent. (d) Shell Termination Events. Shell, in each case, with respect solely to Shell, shall have the right, but not the obligation, to terminate this Agreement upon delivery of written notice to the other Parties at any time after the occurrence of or during the continuation of any of the following events, unless hereafter waived in writing on a prospective or retroactive basis by Shell (provided, however, that any such termination shall only be with respect to Shell, this Agreement shall remain in full force and effect as to the other Parties hereto at such time, and the term “Parties” shall thereafter exclude Shell): (i) if the CCAA Proceedings are dismissed, terminated, stayed, modified, or converted to a proceeding under the Bankruptcy and Insolvency Act (Canada) or Winding-Up and Restructuring Act (Canada); (ii) if the US Bankruptcy Court enters an order (a) dismissing any of the Chapter 15 Cases, (b) converting any of the Chapter 15 Cases to a case under chapter 7 of the Bankruptcy Code, or (c) appointing a trustee or an examiner with expanded powers pursuant to Bankruptcy Code section 1104 in any of the Chapter 15 Cases; (iii) the Just Energy Entities file any motion or any request for relief seeking to (a) dismiss any of the Chapter 15 Cases, (b) convert any of the Chapter 15 Cases to a case under chapter 7 of the Bankruptcy Code, or (c) appoint a trustee or examiner with expanded powers pursuant to Bankruptcy Code section 1104 in any of the Chapter 15 Cases; (iv) the issuance by any governmental authority, including the CCAA Court or the US Bankruptcy Court, any regulatory authority, or any other court of competent jurisdiction, of any final ruling or Final Order enjoining or otherwise impeding the consummation of the Transaction on the terms and conditions set forth in this Agreement or the Transaction Agreement; provided, however, that Shell shall not have the right to terminate under this clause if the Just Energy Entities are using commercially reasonable efforts to cure, vacate, reserve, set aside, or have overruled as quickly as possible such final ruling or Final Order to obtain relief that would allow consummation of the Transaction in a manner that (x) does not prevent or diminish in a material way compliance with the terms of this Agreement and (y) is acceptable to Shell;

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- 24 - (v) a material breach by any Just Energy Entity of any representation, warranty, or covenant of such Just Energy Entity set forth in this Agreement that (to the extent curable) remains uncured for a period of ten (10) days after the receipt by the Just Energy Entities of written notice detailing such breach; (vi) the Just Energy Entities file, propose, or otherwise support any restructuring, sale, or liquidation transaction other than as contemplated by this Agreement or in accordance with the SISP Order (A) that materially and adversely affects the treatment or rights of Shell as compared to the treatment and rights set forth herein and (B) without the consent of Shell; (vii) an order is entered by the CCAA Court or the US Bankruptcy Court authorizing any party to proceed against any material asset of any of the Just Energy Entities or any assets that would materially and adversely affect the Just Energy Entities’ ability to operate their business in the ordinary course or ability to implement the transactions contemplated in this Agreement or the Transaction Agreement; (viii) a failure by the Just Energy Entities to pay the fees and expenses of Shell, including but not limited to Shell’s legal, financial, and any other advisors, as and when due pursuant to the terms of any applicable engagement letters and any applicable orders of the CCAA Court or the US Bankruptcy Court; (ix) the entry of an order by any court of competent jurisdiction granting the relief sought in an involuntary proceeding against any entity constituting the Just Energy Entities seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief in respect of any entity comprising the Just Energy Entities or the Just Energy Entities’ debts, or of a substantial part of the Just Energy Entities’ assets, under any federal, state, or foreign bankruptcy, insolvency, administrative, receivership, or similar law now or hereafter in effect (provided that such involuntary proceeding is not dismissed within a period of thirty (30) days after the filing thereof); (x) if any of the Just Energy Entities (a) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition described above, (b) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or similar official for the Just Energy Entities or for a substantial part of the Just Energy Entities’ assets, (c) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (d) makes a general assignment or arrangement for the benefit of creditors, or (e) takes any corporate action for the purpose of authorizing any of the foregoing;

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- 25 - (xi) upon a filing by any of the Just Energy Entities of any motion, objection, application, or adversary proceeding challenging the validity, enforceability, perfection or priority of, or seeking avoidance, subordination, or characterization of, any portion of Shell’s or any of its affiliates’ claims against any of the Just Energy Entities, and/or the liens securing any such claims or asserting any other claim or cause of action against and/or with respect to any such claims, liens, Shell, or the agent under any of the relevant facilities (or if any Just Energy Entity files a pleading supporting any such motion, application, or adversary proceeding commenced by any third party); (xii) the termination of this Agreement by any Party, other than a Supporting Secured CF Lender; (xiii) any default by a Just Energy Entity in the payment of any undisputed post-Filing Date invoice owing to Shell when due and payable, provided that such amount remains unpaid for a period of three (3) days after receipt (or deemed receipt under the applicable underlying agreement) by the Just Energy Entities of written notice detailing such default (the “Cure Period”), which Cure Period is for one-time use only and shall only apply in the case of one such default; (xiv) if the Closing of the Transaction has not occurred by January 31, 2023 unless further extended by Shell; (xv) upon the Just Energy Entities’ withdrawal, waiver, amendment, or modification, or the filing of (or announced intention to file) a pleading seeking to withdraw, waive, amend, or modify any of the Definitive Documents, including motions, notices, exhibits, appendices, and orders, that is both not consistent in all material respects with this Agreement and not done with the consent of Shell; (xvi) the obligations of the Company under the DIP Term Sheet are accelerated or the commitments under the DIP Term Sheet are terminated; (xvii) upon the entry of an order by the CCAA Court or the US Bankruptcy Court (other than with respect to any action commenced by the Just Energy Entities against ERCOT) providing relief adverse to the interests of Shell with respect to any of the foregoing claims, causes of action, or proceedings, but excluding preliminary or final relief granting standing to any other party to prosecute such claims, causes of action or proceeding; (xviii) subject to the terms of the SISP, the Sponsor is not the successful bidder under the SISP; (xix) the Sponsor terminates its obligations under this Agreement or the Transaction Agreement; or (xx) a Section 6 Waiver is given by the Sponsor without the consent of Shell, unless such Section 6 Waiver relates exclusively to an obligation of the Just Energy Entities to the Sponsor and such waiver has no direct or indirect materially adverse effect on Shell. (e) Mutual Termination/Automatic Termination. This Agreement and the obligations of the Parties hereunder may be terminated by mutual written agreement by the Just Energy Entities and the Sponsor. Notwithstanding anything in this Agreement to the contrary, this Agreement shall terminate automatically in respect of all Parties upon termination by the Company under Section 10(b) or upon Closing.

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- 26 - (f) Termination Generally. The earliest date on which termination of this Agreement as to a Party is effective in accordance with this Section 11 or Section 15 shall be referred to, with respect to such Party, as a “SA Termination Date.” Upon the occurrence of a SA Termination Date, the applicable Party’s obligations (as set forth herein) under this Agreement shall be terminated effective immediately, and such Parties or Party hereto shall be released from all commitments, undertakings, and agreements hereunder; provided, that any claim for breach of this Agreement that occurs prior to such SA Termination Date shall survive such termination, and all rights and remedies with respect to such claims shall not be prejudiced in any way. For the avoidance of doubt, the automatic stay arising pursuant to Bankruptcy Code section 362 or the stay of proceedings provided for in the CCAA Proceedings or in other applicable Canadian laws shall be deemed waived or modified for purposes of providing notice or exercising rights hereunder. 11. Transfers. (a) Each of the Parties other than the Just Energy Entities (the “Supporting Creditors”), solely with respect to itself (as expressly identified and limited on its signature page to this Agreement or Joinder Agreement (as defined below), as applicable), shall not sell, transfer, assign, pledge, hypothecate, participate, donate, or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales, or other transactions in which any Person receives the right to own or acquire any current or future interest in) (each, a “Transfer”), or permit a Transfer of, directly or indirectly, in whole or in part, any of its Claims or, in each case, any option thereon or any right or interest therein or any other claims against the Company (including grant any proxies, deposit any Claims into a voting trust, or enter into a voting agreement with respect to any such Claims), unless the transferee thereof either (i) is a Supporting Creditor or (ii) before or contemporaneously with such Transfer, agrees in writing for the benefit of the Parties to become a Party and to be bound by all of the terms of this Agreement applicable to the Supporting Creditor who is a transferor (such Supporting Creditor, the “Transferor”), by executing a joinder agreement substantially in the form attached hereto as Exhibit F (a “Joinder Agreement”), and delivering an executed copy thereof within two (2) business days after such Transfer to (1) Kirkland & Ellis LLP (“K&E”) and Osler Hoskin Harcourt LLP (“Osler”), counsel to the Just Energy Entities, (2) Akin Gump Strauss Hauer & Feld LLP (“Akin”) and Cassels Brock & Blackwell LLP (“Cassels”), counsel to the Sponsor, and (3) McCarthy Tétrault LLP (“McCarthy”) and Chapman & Cutler LLP (“Chapman”), counsel to the Supporting Secured CF Lenders and the Credit Facility Agent ((1), (2), and (3) the “Transfer Notice Parties”) in which event (x) the transferee shall be deemed to be a Party in the same manner as the Transferor to the extent of such transferred rights and obligations and (y) the Transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations; provided that failure to deliver such Joinder Agreement on a timely basis shall not by itself affect the applicable Transferor’s or transferee’s obligations under this Agreement with respect to such Claims or render the Transfer void ab initio with respect to such Claims; provided that the failure by the Transferor to comply with the procedures set forth in this Section 11(a) with respect to a Transfer to any entity that, as of the date of such Transfer controls, is controlled by, or is under common control with the Transferor shall not, without more, constitute a breach of this Agreement if (i) the transferee provides notice of such Transfer to the Transfer Notice Parties (which may be delivered by email) promptly after such Transfer and (ii) the transferee shall be bound by all terms of this Agreement applicable to the Transferor, and deemed to be the Sponsor, Shell, or a Supporting Secured CF Lender, as applicable. To the extent that the Transferor’s Claim or other securities issued by the Company may be loaned (and consequently pledged, hypothecated, encumbered, or rehypothecated by) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”), and such Customary Securities Lending Arrangement does not adversely affect the Transferor’s ability to timely satisfy any of its obligations under this Agreement, such Customary Securities Lending Arrangement shall not be deemed a Transfer hereunder. Each of the Supporting Creditors agrees that any Transfer of any Claims that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and the Just Energy Entities shall have the right to enforce the voiding of such Transfer. This Agreement shall in no way be construed to preclude any of the Supporting Creditors from acquiring additional Claims against the Just Energy Entities; provided that (i) any such additional Claims automatically shall be subject to all of the terms of this Agreement and (ii) such Supporting Creditor agrees (A) that such additional Claims shall be subject to this Agreement

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(except as expressly provided below), and (B) to notify the Transfer Notice Parties within three (3) business days following such acquisition of the aggregate amount.

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- 27 - (b) Notwithstanding this Section 11, any Supporting Creditor may Transfer its Claims against the Just Energy Entities to an entity that is acting in its capacity as a Qualified Marketmaker2 without the requirement that such Qualified Marketmaker execute and deliver a Joinder Agreement in respect of such Claims against the Just Energy Entities or be a Supporting Creditor; provided that such Qualified Marketmaker (i) subsequently Transfers such Claims against the Just Energy Entities to a transferee that is or becomes (by executing and delivering a Joinder Agreement in accordance with this Section 11) a Supporting Creditor at the time of such Transfer within ten (10) calendar days of its acquisition of such Claims, and (ii) if such Qualified Marketmaker fails to comply with its obligations in this Section 11, such Qualified Marketmaker shall be required to, and shall be deemed to be without further action, a Supporting Creditor hereunder solely with respect to such Claims; provided that the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Supporting Creditor with respect to such Claims at such time that the transferee of such Claims becomes a Supporting Creditor with respect to such Claims. Any Transfer documentation between a transferring Supporting Creditor and the Qualified Marketmaker shall contain a requirement that the Qualified Marketmaker comply with the foregoing, which covenant will be held by the transferor for the benefit of the Just Energy Entities. To the extent any Supporting Creditor is acting in its capacity as a Qualified Marketmaker, it may Transfer any Claims that it acquires from a holder of such Claims that is not a Supporting Creditor without the requirement that the transferee be or become a Supporting Creditor. Notwithstanding anything to the contrary in this Agreement, the restrictions on Transfer in this Section 11 shall not apply to the grant of any liens or encumbrances on any Claims in favor of a bank or broker-dealer holding custody of such Claims in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such Claims (which Transfer shall comply with the requirements of this Section 11). Notwithstanding anything to the contrary in this Agreement, the restrictions on Transfer in this Section 11 shall not apply to the credit bidding of the BP Commodity / ISO Services Claim as contemplated by and pursuant to the Stalking Horse Term Sheet and the Transaction Agreement (including any Transfer of such claim in connection therewith). 2 A “Qualified Marketmaker” means an entity that (i) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Claims against the Just Energy Entities (or enter with customers into long and short positions in Claims against the Jus t Energy Entities), in its capacity as a dealer or market maker in Claims against the Just Energy Entities and (ii) is,in fact, regularly in the business of making a market in claims against issuers or borrowers (including deb t securities or other debt).

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- 28 - 12. Definitive Documents; Good Faith Cooperation; Further Assurances. Each Party hereby covenants and agrees to cooperate with each other in good faith in connection with, and shall exercise commercially reasonable efforts with respect to, the pursuit, approval, implementation, and consummation of the transactions contemplated by this Agreement as well as the negotiation, drafting, execution, and delivery of the Definitive Documents. Furthermore, subject to the terms hereof, each of the Parties shall take such action as may be reasonably necessary or reasonably requested by the other Parties to carry out the purposes and intent of this Agreement, and shall refrain from taking any action that would frustrate the purposes and intent of this Agreement subject in each case to the terms and conditions of the applicable agreements. 13. Representations and Warranties. (a) Each of the Parties (severally, and not jointly and severally), and in the case of the Just Energy Entities subject to the issuance of the SISP Order, represents and warrants to each other Party that the following statements are true, correct, and complete as of the date hereof (or, if later, the date that such Party first became or becomes a Party): (i) it is validly existing and in good standing under the laws of the state or province of its incorporation or organization, and this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (ii) except as expressly provided in this Agreement or otherwise required by the CCAA or the Bankruptcy Code, no material consent or approval of, or any registration or filing with, any governmental authority or regulatory body is required for it to carry out and perform its obligations under this Agreement and the Transaction Agreement; (iii) it has all requisite organizational power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement and the Transaction Agreement; (iv) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part;

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- 29 - (v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and (vi) the execution, delivery, and performance by such Party of this Agreement does not and will not (x) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, (y) except as the Transaction may constitute a “Change of Control” (as may be defined in the Credit Agreement, the Intercreditor Agreement, and the existing supply agreements with Shell) or any equivalent concept under the Credit Agreement, the Intercreditor Agreement, or the existing supply agreements with Shell, conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under the Credit Agreement, Intercreditor Agreement or existing supply agreements with Shell, or (z) violate any order, writ, injunction, decree, statute, rule, or regulation. (b) Each Supporting Secured CF Lender (severally, and not jointly and severally) represents and warrants to the Just Energy Entities that, as of the date hereof (or as of the date such Supporting Secured CF Lender becomes a Party hereto), (i) such Supporting Secured CF Lender is the beneficial owner of (x) the proportion of all Credit Facility Claims equal to the proportion that its commitments under the Credit Agreement represents of all commitments of the Credit Facility Lenders under the Credit Agreement and (y) the Credit Facility LC Claims in respect of the outstanding letters of credit issued by it pursuant to the Credit Agreement as of such date, subject to the reimbursement and indemnity obligations of the other Credit Facility Lenders or Export Development Canada under the Credit Facility Documents, (the claims described in (x) and (y) being collectively, the “Supporting Secured CF Lender Specified Claims”), and (ii) such Supporting Secured CF Lender has (x) sole investment or voting discretion with respect to such Supporting Secured CF Lender Specified Claims, and (y) full power and authority to vote on and consent to matters concerning such Supporting Secured CF Lender Specified Claims or to exchange, assign, and Transfer such Supporting Secured CF Lender Specified Claims. (c) The Sponsor represents and warrants to the Just Energy Entities that, as of the date hereof, the Sponsor (i) is or, after taking into account the settlement of any pending assignments to which the Sponsor is a party as of the date of this Agreement, will be the owner of the Claims and interests set forth below its name on the signature page hereto and/or (ii) has or, after taking into account the settlement of any pending assignments to which the Sponsor is a party as of the date of this Agreement, will have, with respect to the beneficial owner(s) of such Claims and interests, (x) sole investment or voting discretion with respect to such Claims, and (y) full power and authority to vote on and consent to matters concerning such Claims and interests or to exchange, assign, and Transfer such Claims and interests. Except for such Claims and interests set forth on its signature page, the Sponsor does not own or, with respect to any beneficial owners thereof, have any voting, investment, or other power, with respect to any other Claims or interests against the Just Energy Entities. (d) The Just Energy Entities represent and warrant that the only ISO Services Obligations (as defined in the Intercreditor Agreement) that were outstanding as of the Filing Date are: (i) Shell Energy ISO Reimbursement Obligations (as defined in the Intercreditor Agreement) in the aggregate amount of approximately USD$3.3 million, calculated on a gross basis (which was netted against approximately USD$11.1 million of an independent systems operator services receivable owed by Shell to the Just Energy Entities); and (ii) the applicable amount of the BP Commodity / ISO Services Claim.

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- 30 - 14. Amendments. Except as otherwise expressly set forth herein, this Agreement (including any Exhibits and Schedules) may not be waived, modified, amended, or supplemented except in a writing signed by the Just Energy Entities and the Sponsor; provided further that any waiver, modification, amendment, or supplement that (w) adversely and disproportionately impacts the treatment or rights of any Supporting Secured CF Lender with respect to its Credit Facility Claims, Credit Facility LC Claims, Commodity Supplier Claims or Cash Management Obligations as compared to the treatment or rights of any other Supporting Secured CF Lender shall require the consent of such adversely and disproportionately impacted Supporting Secured CF Lender, (x) amends the rights or obligations, or adversely impacts the treatment or interests of, Shell or the Supporting Secured CF Lenders under or as contemplated by this Agreement (including the Exhibits and Schedules) shall require the consent of any such Party, (y) relates to the Transaction Agreement, the New Credit Agreement or the New Intercreditor Agreement shall require the consent of the Supporting Secured CF Lenders, or (z) except as otherwise provided in, or envisioned by, this Agreement as of the Shell Effective Date, or the Secured CF Effective Date, as applicable, requires Shell, any Supporting Secured CF Lender or the Credit Facility Agent to incur any expenses, liabilities, or other obligations, or agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in expenses, liabilities, or other obligations, shall require the consent of the impacted Party; provided further that in the case of either (x) or (y), in the event that any such Supporting Creditor whose consent is required does not consent to such waiver, change, modification, or amendment (a “Non-Supporting Creditor”), this Agreement may be terminated by such Non-Supporting Creditor (as applicable to it) upon written notice to the other Parties, but this Agreement shall continue in full force and effect in respect to all other Supporting Creditors whose consent is not required or whose consent is required and was provided. 15. Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to the conflicts of law principles thereof. (b) Each Party irrevocably agrees that any legal action, suit, or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns shall be brought and determined in the CCAA Court and each Party hereby irrevocably submits to the exclusive jurisdiction of the CCAA Court and, if the CCAA Court does not have (or abstains from) jurisdiction, Courts of the Province of Ontario, and any appellate court from any thereof, for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement. Each Party further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim, or otherwise, in any proceeding arising out of or relating to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the CCAA Court as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) that (x) the proceeding in such court is brought in an inconvenient forum, (y) the venue of such proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such court.

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- 31 - (c) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 16. Specific Performance/Remedies. The Parties understand and agree that money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (including attorneys’ fees and costs) as a remedy of any such breach, without the necessity of proving the inadequacy of money damages as a remedy. Each Party hereby waives any requirement for the security or posting of any bond in connection with such remedies. 17. Survival. Notwithstanding the termination of this Agreement pursuant to Section 10 hereof, Sections 10(f) and 14-28 shall survive such termination and shall continue in full force and effect in accordance with the terms hereof; provided that any liability of a Party for failure to comply with the terms of this Agreement shall survive such termination. 18. Headings. The headings of the sections, paragraphs, and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof or, for any purpose, be deemed a part of this Agreement. 19. Successors and Assigns; Third Parties. This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, executors, administrators, and representatives. There are no third-party beneficiaries under this Agreement and, except as set forth in Section 11, the rights or obligations of any Party under this Agreement may not be assigned, delegated, or transferred to any other Person. 20. Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Supporting Creditors under this Agreement shall be several, not joint and several. None of the Supporting Creditors shall have any fiduciary duty, any duty of trust or confidence in any form, or other duties or responsibilities to each other, the Just Energy Entities, or any of the Just Energy Entities’ creditors, stockholders, or other stakeholders, and there are no commitments among or between the Supporting Secured CF Lenders, Shell, and/or the Sponsor. It is understood and agreed that any Supporting Creditor may trade in any debt or equity securities of the Just Energy Entities without the consent of any other Party, subject to applicable securities laws and the terms of Section 11 of this Agreement. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this understanding and agreement. The Parties have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Just Energy Entities and do not constitute a “group” within the meaning of Rule 13d-5 under the Securities Act of 1933, as amended. The Just Energy Entities understand that each of the Supporting Creditors are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Just Energy Entities acknowledge and agree that the obligations set forth in this Agreement (including Section 11 hereof) shall only apply to the trading desk(s) and/or business group(s) that principally manage and/or supervise such Supporting Creditor’s investment in and relations with the Just Energy Entities and shall not apply to any other trading desk, business group, or affiliate of such Supporting Creditor so long as they are not acting at the direction or for the benefit of such Supporting Creditor and so long as confidentiality is maintained consistent with any applicable confidentiality agreement.

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- 32 - 21. Prior Negotiations; Entire Agreement. This Agreement, including the Exhibits and Schedules (including the Stalking Horse Term Sheet), constitutes the entire agreement of the Parties, and supersedes all other prior negotiations, with respect to the subject matter hereof and thereof. 22. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Agreement delivered by facsimile or PDF shall be deemed to be an original for the purposes of this paragraph. 23. Notices. All notices hereunder shall be deemed given if in writing and delivered to the following: (a) If to the Just Energy Entities, to: Kirkland & Ellis LLP Kirkland & Ellis International LLP 609 Main Street Houston, Texas 77002 Attention: Brian Schartz, P.C. [Redacted] and 601 Lexington Avenue New York, New York 10022 Attention: Allyson B. Smith [Redacted] and

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- 33 - Osler, Hoskin & Harcourt LLP P.O. Box 50, 1 First Canadian Place Toronto, ON M5X 1B8 Attention: Marc Wasserman, Michael De Lellis, and Jeremy Dacks [Redacted]; [Redacted]; [Redacted] (b) If to the Sponsor, to: Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, New York 10036-6745 Attention: David H. Botter and Abid Qureshi [Redacted]; [Redacted] and 2001 K St, NW Washington, DC 20006 Attention: Kevin Eide [Redacted] and 2300 N. Field Street, Suite 1800 Dallas, Texas 75201 Attention: Sarah Link Schultz [Redacted] and Cassels Brock & Blackwell LLP Scotia Plaza, Suite 2100 40 King St. W Toronto, ON M5H 3C2 Attention: Ryan Jacobs; Jane Dietrich; Joseph Bellissimo [Redacted]; [Redacted]; [Redacted] (c) If to Shell, to: Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-7932 Attention: Ryan Manns [Redacted] and

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- 34 - Norton Rose Fulbright Canada LLP 400 3rd Avenue SW, Suite 3700 Calgary, AB T2P 4H2 Attention: Howard Gorman [Redacted] (d) If to a Supporting Secured CF Lender, to: McCarthy Tétrault LLP 66 Wellington Street West Suite 5300, TD Bank Tower Box 48 Toronto, ON M5K 1E6 Attention: Heather Meredith, James D. Gage, Justin Lapedus, D.J. Lynde [Redacted]; [Redacted]; [Redacted]; [Redacted] and Chapman and Cutler LLP 320 South Canal Street Chicago, IL 60606 Attention: Stephen Tetro [Redacted] Any notice given by delivery, mail, or courier shall be effective when received. Any notice given by electronic mail shall be effective upon confirmation of transmission. 24. No Solicitation; Adequate Information. This Agreement is not and shall not be deemed to be a solicitation of votes on any plan. In addition, this Agreement does not constitute an offer to issue or sell securities to any Person, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawful. 25. Severability. If any provision of this Agreement, or the application of any such provision to any Person or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof and this Agreement shall continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. 26. Interpretation; Rules of Construction; Representation by Counsel. When a reference is made in this Agreement to a Section, Exhibit, or Schedule, such reference shall be to a Section, Exhibit, or Schedule, respectively, of or attached to this Agreement unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) words using the singular or plural number also include the plural or singular number, respectively, (b) the terms “hereof,” “herein,” “hereby,” and derivative or similar words refer to this entire Agreement, (c) the words “include,” “includes,” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation,” and (d) the word “or” shall not be exclusive and shall be read to mean “and/or.” The Parties agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding, or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document.

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- 35 - 27. Reliance and Authority. (a) Sponsor. Any provision of this Agreement that requires or contemplates the approval, agreement, consent, or waiver of the Sponsor shall be effective if, and only if, such approval, agreement, consent, or waiver is provided in writing and agreed to by the majority of the parties composing the Sponsor, and any Party shall be entitled to rely on written confirmation (including by email) from Akin or Cassels that the Sponsor has approved, agreed, consent to, or waived a particular matter. (b) Just Energy Entities. With respect to any provision of this Agreement that requires or contemplates the approval, agreement, consent, or waiver of the Just Energy Entities, each Party shall be entitled to rely on written confirmation (including by email) from K&E or Osler that the Just Energy Entities have approved, agreed, consent to, or waived a particular matter. (c) Supporting Secured CF Lenders. With respect to any provision of this Agreement that requires or contemplates the approval, agreement, consent, or waiver of the Supporting Secured CF Lenders or the Requisite Supporting Secured CF Lenders, each Party shall be entitled to rely on written confirmation (including by email) from McCarthy or Chapman that the Supporting Secured CF Lenders or the Requisite Supporting Secured CF Lenders have approved, agreed, consent to, or waived a particular matter. (d) Shell. With respect to any provision of this Agreement that requires or contemplates the approval, agreement, consent, or waiver of Shell, each Party shall be entitled to rely on written confirmation (including by email) from counsel to Shell that Shell has approved, agreed, consent to, or waived a particular matter. 28. Settlement Discussions. This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties. Nothing in this Agreement shall be deemed an admission of any kind. Pursuant to Federal Rule of Evidence 408 and any Canadian law equivalent, any applicable state rules of evidence, and any other applicable law, foreign or domestic, this Agreement, and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than to prove the existence of this Agreement or in a proceeding to enforce the terms of this Agreement. [All signature pages on file with Just Energy]

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EXHIBIT A DEFINED TERMS “Adversary Proceeding” means the adversary proceeding commenced on November 12, 2021 by JEGI, Just Energy Texas LP, Fulcrum Retail Energy LLC and Hudson Energy Services LLC against Electric Reliabilit y Council of Texas, Inc. and the Public Utilit y Commission of Texas. “Alternative Restructuring Proposal” means any inquiry, proposal, offer, expression of interest, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Just Energy Entity, one or more Just Energy Entity’s material assets, or the debt, equity, or other interests in any one or more Just Energy Entity that is an alternative to or otherwise inconsistent with the Transaction and is with a counterparty other than the Sponsor or an affiliate of the Sponsor. “Articles of Reorganization” has the meaning given to it in the Transaction Agreement.

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- 2 - DEFINED TERMS “Authorized Authority” means, in relation to any Person, property, transaction, event, or other matter, as applicable, any: (i) federal, provincial, territorial, state, municipal, or local governmental body (whether administrative, legislative, executive or otherwise), both domestic and foreign; (ii) agency, authority, commission, instrumentality, regulatory body, court, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government, including any Taxing Authority; (iii) court, arbitrator, commission, or body exercising judicial, quasi-judicial, administrative, or similar functions, including the CCAA Court and the US Bankruptcy Court; or (iv) other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange, in each case having jurisdiction over such Person, property, transaction, event, or other matter. Backstop Commitment Letter shall mean that certain Backstop Commitment Letter dated May 12, 2022 between Just Energy (U.S.) Corp., the DIP Lenders and OC III LFE I LP. “BP Commodity/ISO Services Claim” means all Pre-Filing Claims of BP Canada Energy Group ULC and BP Energy Company in the aggregate principal amounts of US$229,461,559 and $170,653, plus all accrued and unpaid interest thereon throu g h to and includin g the Closin g Date. “Cash Management Obligations” has the meaning given to it in the Initial Order. “Claim” has the meanin g g iven to it in the Claims Procedure Order. “Claims Procedure Order” means the order of the CCAA Court dated September 15, 2021 in the CCAA Proceedings establishing a claims procedure in respect of the Just Energy Entities, as same may be further amended, restated or varied from time to time, and in all such cases such order shall b e in form and substance reasonabl y acceptable to the Just Ener g y Entities and the Sponsor.

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- 3 - DEFINED TERMS “Claims Procedure Recognition Motion” means a motion filed in the Chapter 15 Cases with the US Bankruptcy Court seeking entry of the Claims Procedure Recognition Order. “Claims Procedure Recognition Order” means an order in the Chapter 15 Cases from the US Bankruptcy Court recognizing and giving effect in the United States to the Claims Procedure Order and the Claims Bar Date (as defined in the Claims Procedure Order). “Closing” means the completion of the Transaction in accordance with the terms of the Transaction A g reement. “Closing Date” means the date on which Closin g occurs. “Commodity Agreement” means a gas supply agreement, electricity supply agreement or other agreement with any of the Just Energy Entities for the physical or financial purchase, sale, trading or hedging of natural gas, electricity or environmental derivative products, or contracts entered into for protection against fluctuations in foreign currency exchange rates, which shall include any master power purchase and sale agreement, base contract for sale and purchase, ISDA master a g reement or similar a g reement. “Commodity Supplier” means any counterparty to a Commodity Agreement. “Commodity Supplier Claims” means any Pre-Filing Claim or Restructuring Period Claim of any Commodity Supplier that is party to the Intercreditor Agreement in respect of a Commodity Agreement, plus any interest thereon to the Closing Date; provided, however, that in any case for the purposes of this Agreement “Commodity Supplier Claim” shall not include any BP Commodity / ISO Services Claim. “Continuing Contract” means a contract, arrangement, or other agreement (oral or written) for which a notice of disclaimer pursuant to section 32 of the CCAA has not been sent by any of the Just Energy Entities.

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- 4 - DEFINED TERMS “Credit Agreement” means the ninth amended and restated credit agreement dated as of September 28, 2020, by and among Just Energy Ontario L.P. and Just Energy (U.S.) Corp., as borrowers, the Credit Facility Agent and the Credit Facility Lenders, as such credit agreement may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with the terms thereof. “Credit Facility Claim” means any amounts owing by the Just Energy Entities to the Credit Facility Lenders as of the Closing Date under the Credit Facility Documents, including all principal and all accrued and outstanding fees, costs, interest, or other amounts owing pursuant to the Credit Facility Documents as determined in accordance with the Claims Procedure Order; provided that the Credit Facility Claim shall not include any Credit Facility LC Claim, Commodit y Supplier Claim or Cash Mana g ement Obli g ations. “Credit Facility Documents” means, collectively, the Credit Agreement and all related documentation, including, all g uarantee and securit y documentation related to the fore g oin g . “Credit Facility LC Claim” means any Claim of any Credit Facility Lender relating to any letter of credit issued but undrawn under the Credit Facilit y Documents immediatel y prior to Closin g . “Credit Facility Lenders” means the lenders party to the Credit Agreement from time to time, in such capacity. “Employee Priority Claim” means any Claim for (a) accrued and unpaid wages and vacation pay owing to an employee of any of the Just Energy Entities whose employment was terminated between the Filing Date and the Closing Date; and (b) unpaid amounts provided for in section 6(5)(a) of the CCAA. “Energy Regulator” means any federal or provincial energy regulators, provincial regulators of consumer sales that have authority with respect to energy sales, U.S. municipal, state, federal or other foreign energy regulatory bodies or agencies, local energy transmission and distribution companies, or re g ional transmission or g anizations or independent s y stem operato r s.

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- 5 - DEFINED TERMS “Energy Regulator Claims” means any Claim that may be asserted by any Energy Regulator, excluding any: (i) Claim with respect to the subject matter of the Adversary Proceeding, including any Claim with respect to obligations of the Just Energy Entities underlying the invoices that are the subject of the Adversar y Proceedin g ; and (ii) Claim b y an y Taxin g Authorit y . “Final Order” means any order or judgment of the CCAA Court or the US Bankruptcy Court, or any other court of competent jurisdiction, with respect to the subject matter addressed in the CCAA Proceedings or the Chapter 15 Cases or the docket of any court of competent jurisdiction, that has not been vacated, set aside, reversed, stayed, modified or amended, and as to which the applicable periods to appeal, or seek certiorari or move for a new trial, reargument, or rehearing has expired and no appeal, leave to appeal, or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken or filed, or as to which any appeal has been taken or any petition for certiorari or leave to appeal that has been timely filed has been withdrawn or resolved in a manner acceptable to the Just Energy Entities, the Supporting Secured CF Lenders, Shell and the Sponsor, each acting reasonably, by the highest court to which the order or judgment was appealed or from which leave to appeal or certiorari was sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order or has otherwise been dismissed with prejudice; provided, however, that the possibility that a motion under Rule 60 of the United States Federal Rules of Civil Procedure, or any analogous rule under the US Bankruptcy Rules, may be filed relating to such order shall not cause such order to not be a Final Order. “Government Priority Claims” means any Claim of any Governmental Entity against any Just Energy Entity in respect of amounts that are outstandin g , if an y , provided for in section 6(3) of the CCAA.

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- 6 - DEFINED TERMS “Government Entity” means any government, regulatory authority (including any Energy Regulator), governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation-making organization or entity: (a) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, le g islative, polic y , re g ulator y or taxin g authorit y or power.. “Implementation Steps” means the specific transaction steps and pre-closing reorganization of the Just Energy Entities to be effected, which shall be set out in an appendix to the Transaction Agreement (which appendix, for the avoidance of doubt, will be completed following the execution of the Transaction Agreement at least 7 days prior to the hearing of the Just Energy Entities’ motion to the CCAA Court seeking the Vesting Order) and which shall be in form and substance acceptable to the Just Energy Entities, the Supporting Secured CF Lenders and the Sponsor, each actin g reasonabl y . “Intercompany Claim” means any claim that may be asserted against any of the Just Energy Entities by or on behalf of any of the Just Energy Entities or any of their affiliated companies, partnerships, or other corporate entities, and “Intercompany Claims” means all of them.

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- 7 - DEFINED TERMS “Intercreditor Agreement” means the Sixth Amended and Restated Intercreditor Agreement dated as of September 1, 2015 between National Bank of Canada, as collateral agent and agent for itself as agent and the Lenders (as defined therein); Shell; BP Canada Energy Group ULC; BP Canada Energy Marketing Corp.; BP Energy Company; Exelon Generation Company, LLC; Bruce Power L.P.; EDF Trading North America, LLC; Nextera Energy Power Marketing, LLC; Macquarie Bank Limited; Macquarie Energy Canada Ltd.; Macquarie Energy LLC; Morgan Stanley Capital Group Inc.; and each other person identified as an Other Commodity Supplier (as defined therein) from time to time party thereto, and Just Energy Ontario L.P. and Just Energy (U.S.) Corp., as Borrowers (as defined therein) and each of the Guarantors (as defined therein) from time to time party thereto, as amended (as may be further amended, restated, supplemented, or otherwise modified from time to time). “Law” means any law, statute, order, decree, consent decree, writ, notice, judgment, rule, regulation, ordinance or other pronouncement having the effect of law whether in Canada, the United States or any other country, or any domestic or foreign state, county, province, city or other political subdivision or of any Authorized Authorit y . “Monitor” means FTI Consulting Canada Inc., as Court-appointed monitor of the Just Ener gy Entities in the CCAA Proceedin g s and not in its personal capacit y . “New Credit Agreement” has the meanin g g iven to it in the Stalkin g Horse Term Sheet. “New Credit Facility” means the credit facility to be made available to some or all of the Just Energy Entities pursuant to the New Credit A g reement. “New Intercreditor Agreement” has the meaning given to it in the Stalking Horse Term Sheet.

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- 8 - DEFINED TERMS “Person” shall be broadly interpreted and includes an individual, partnership, firm, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, entity, corporation, unincorporated association, or organization, syndicate, committee, court appointed representative, the government of a country or any political subdivision thereof, or any agency, board, tribunal, commission, bureau, instrumentality, or department of such government or political subdivision, or any other entity, howsoever designated or constituted, including any Taxing Authority, and the trustees, executors, administrators, or other legal representatives of an individual, and for greater certaint y includes an y Authorized Authorit y . “Plan Support Agreement” shall mean that certain Plan Support Agreement dated May 12, 2022 between the Just Energy Entities, the Sponsor, Shell, the Supporting Secured CF Lenders, the Credit Facility Agent, and the Supporting Unsecured Creditors (as defined in the Plan Support A g reement). “Post-Filing Claim” or “ Post-Filing Claims” means any or all indebtedness, liability, or obligation of the Just Energy Entities of any kind that arises during and in respect of the period commencing on the Filing Date and ending on the day immediately preceding the Closing Date in respect of services rendered or supplies provided to the Just Energy Entities during such period or under or in accordance with any Continuing Contract; provided that, for certainty, such amounts are not a Restructuring Period Claim or a Restructuring Period D&O Claim (as such terms are defined in the Claims Procedure Order). “Pre-Filing Claims” has the meanin g g iven to it in the Claims Procedure Order. “Regulatory Approvals” has the meanin g g iven to it in the Stalkin g Horse Term Sheet. “SISP Motion” means a motion filed in the CCAA Proceedin g s seekin g entr y of the SISP Order. “SISP Order” means an order of the CCAA Court substantially in the form attached as Exhibi t 2 to the Stalkin g Horse Term Sheet.

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- 9 - DEFINED TERMS “SISP Recognition Motion” means a motion filed in the Chapter 15 Cases with the US Bankruptcy Court seekin g entr y of the SISP Reco g nition Order. “SISP Recognition Order” means an order in the Chapter 15 Cases from the US Bankruptcy Court reco g nizin g and g ivin g effect in the Uni t ed States to the SISP Order.    “Taxing Authorities” means Her Majesty the Queen in right of Canada, Her Majesty the Queen in right of any province or territory of Canada, the Canada Revenue Agency, any similar revenue or taxing authority of Canada and each and every province or territory of Canada and any political subdivision thereof, the United States Internal Revenue Service, any similar revenue or taxing authority of the United States and each and every state and locality of the United States, and any Canadian, United States or other Authorized Authority exercising taxing authority or power, and “Taxing Authority” means any one of the Taxing Authorities. “Transaction Agreement” has the meanin g g iven to it in the Recitals. “US Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, 28 U.S.C. § 2075, as applicable to the Chapter 15 Cases, and the general, local and chambers rules of the US Bankruptc y Court, as amended. “Vesting Motion” means a motion filed in the CCAA Proceedings seeking entry of the Vesting Order. “Vesting Order” means an order of the CCAA Court approving the Transaction Agreement, substantiall y in the form attached as Exhibi t 3 to the Stalkin g Horse Term Sheet. “Vesting Recognition Motion” means a motion filed in the Chapter 15 Cases with the US Bankruptcy Court seekin g entr y of the Vestin g Reco g nition Order.

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- 10 - DEFINED TERMS “Vesting Recognition Order” means an order entered in the Chapter 15 Cases recognizing and giving effect in the United States to the Vestin g Order.

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EXHIBIT B Transaction Agreement [Included as Exhibit 10.10 to Just Energy’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed on August 5, 2022]

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EXHIBIT C Stalking Horse Term Sheet

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JUST ENERGY GROUP INC., ET AL. STALKING HORSE TRANSACTION TERM SHEET August 4, 2022 This stalking horse transaction term sheet (this “Term Sheet”) presents the principal terms of proposed transactions (collectively, the “Transaction”) concerning Just Energy Group Inc. (“Just Energy”) and the other entities composing the “Just Energy Entities” (as defined below). The Transaction shall serve as a stalking-horse bid in a sale and investment solicitation process to be commenced in the Just Energy Entities’ CCAA (as defined below) proceedings, as described herein. The Transaction will be implemented pursuant to: (i) a transaction agreement (the “Transaction Agreement”) to be approved pursuant to an approval and vesting order (the “Vesting Order”) granted by the Ontario Superior Court of Justice (Commercial List) in the proceedings commenced by Just Energy and certain of the Just Energy Entities under the Companies’ Creditors Arrangement Act (as amended, the “CCAA”) on March 9, 2021 (the “Filing Date”), with such Vesting Order to be recognized and enforced by the United States Bankruptcy Court for the Southern District of Texas, Houston Division in the cases commenced by the foreign representative for certain of the Just Energy Entities under chapter 15 of title 11 of the United States Code on the Filing Date; and (ii) the Support Agreement dated August 4, 2022, by and among the Just Energy Entities, the Sponsor, and the other parties signatory thereto (as amended, supplemented, or otherwise modified from time to time, the “Support Agreement”). Capitalized terms used but not otherwise defined herein will have the meanings ascribed to such terms in the Support Agreement. THIS TERM SHEET DOES NOT CONSTITUTE (NOR WILL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES, IT BEING UNDERSTOOD THAT SUCH AN OFFER, IF ANY, ONLY WILL BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY, AND/OR OTHER APPLICABLE LAWS. THIS TERM SHEET DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH RESPECT TO THE TRANSACTIONS DESCRIBED HEREIN, WHICH TRANSACTIONS WILL BE SUBJECT TO THE COMPLETION OF DEFINITIVE DOCUMENTS CONSISTENT WITH THE TERMS SET FORTH HEREIN. THE CLOSING OF ANY TRANSACTION WILL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS. EXCEPT AS SET FORTH IN THE SUPPORT AGREEMENT AND THE TRANSACTION AGREEMENT, NO BINDING OBLIGATIONS WILL BE CREATED BY THIS TERM SHEET UNLESS AND UNTIL BINDING DEFINITIVE DOCUMENTS ARE EXECUTED AND DELIVERED BY ALL APPLICABLE PARTIES.

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TERM SHEET Just Energy Entities: Just Energy, Just Energy Corp., Ontario Energy Commodities Inc., Universal Energy Corporation, Just Energy Finance Canada ULC, Hudson Energy Canada Corp., Just Management Corp., 11929747 Canada Inc., 12175592 Canada Inc., JE Services Holdco I Inc., JE Services Holdco II Inc., 8704104 Canada Inc., Just Energy Advanced Solutions Corp., Just Energy (U.S.) Corp., Just Energy Illinois Corp., Just Energy Indiana Corp., Just Energy Massachusetts Corp., Just Energy New York Corp., Just Energy Texas I Corp., Just Energy, LLC, Just Energy Pennsylvania Corp., Just Energy Michigan Corp., Just Energy Solutions Inc., Hudson Energy Services LLC, Hudson Energy Corp., Interactive Energy Group LLC, Hudson Parent Holdings LLC, Drag Marketing LLC, Just Energy Advanced Solutions LLC, Fulcrum Retail Energy LLC, Fulcrum Retail Holdings LLC, Tara Energy, LLC, Just Energy Marketing Corp., Just Energy Connecticut Corp., Just Energy Limited, Just Solar Holdings Corp., Just Energy (Finance) Hungary Zrt., Just Energy Ontario L.P., Just Energy Manitoba L.P., Just Energy (B.C.) Limited Partnership, Just Energy Québec L.P., Just Energy Trading L.P., Just Energy Alberta L.P., Just Green L.P., Just Energy Prairies L.P., JEBPO Services LLP, and Just Ener gy Texas LP (collectivel y , the “Just Energy Entities”). Sponsor Parties: LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC, OC II LVS XIV LP, OC III LFE I LP and CBHT Energy I LLC (collectively, the “Sponsor”).  The Sponsor shall provide a guarantee in substantially the same form as provided in connection with the Backstop Commitment Letter from the same affiliates of the Sponsor.1 TRANSACTION OVERVIEW The Transaction: The Transaction shall include, as set forth below, among other things: •      The Sponsor shall acquire newly issued common and preferred shares of Just Energy (U.S.) Corp. (“JEUS”); JEUS shall then acquire newly issued common shares of Just Energy, with the existing common shares and all other equity interests in Just Energy being cancelled immediately following such issuance pursuant to the Vesting Order, pursuant to steps to be set forth in the Implementation Steps (as defined below); •      For the avoidance of doubt, upon the Closing and after the completion of the Implementation Steps, each other Just Energy Entity (including the Company) and Filter Group Inc. shall be owned, directly or indirectly, by JEUS. •      At Closing (as defined below), no Just Energy Entity shall be a reporting issuer (or equivalent) under any Canadian securities laws; •        Entry into the New Credit Agreement; 1 The Sponsor reserves rights to form an entity taxed as partnership to be the counterparty under the Transaction Agreement. - 2 -

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•·      Entry into the New Intercreditor Agreement; •       Subject to the Implementation Steps and the terms of the Transaction Agreement and the Vesting Order, Just Energy Entities shall retain all of the assets owned by those entities as of the date of this Term Sheet and any assets acquired up to and including the date of the closing (the “Closing” and such date, the “Closing Date”) of the transactions contemplated by the Transaction Agreement other than the Excluded Assets and Excluded Liabilities (each as defined below); •      The Just Energy Entities shall assign and transfer the Excluded Liabilities and Excluded Assets to one or more entities (each, a “Residual Co.”) to be organized by Just Energy prior to Closing, each of which shall have no issued and outstanding shares and which shall become an applicant in the CCAA proceedings as of the Closing, and pursuant to the Transaction Agreement and the Vesting Order (i) none of Sponsor, nor any of the Just Energy Entities shall have any liability with respect to any of the Excluded Liabilities from and after Closing and (ii) the Excluded Liabilities and Excluded Assets shall be vested in the applicable Residual Co. as of the Closing; and •      The applicable Just Energy Entities shall continue to be liable for the Assumed Liabilities (as defined below) from and after Closin g . Purchase Price The consideration to be paid by the Sponsor under the Transaction Agreement for the newly issued shares of JEUS shall consist of the following (collectively, the “Purchase Price”): (i) USD$184,857,692.31 in cash, plus up to an additional CAD$10 million solely in the event and to the extent additional funds (taking into account the Cash Purchase Price, the aggregate amount of cash held by the Just Energy Entities as of the Closing Date and the Credit Facility Remaining Debt) are required to pay all amounts to be paid by the Just Energy Entities pursuant to the Transaction Agreement and the Vesting Order; (ii) A credit bid of the BP Commodity/ISO Services Claim (including interest thereon through the Closing); and (iii) The retention of the Assumed Liabilities pursuant to the terms of the Transaction A g reement. New Credit Facility: On the Closing Date, the Credit Facility Lenders, the Credit Facility Agent, and Just Energy Ontario L.P. and Just Energy (U.S.) Corp., as borrowers, will enter into a tenth amended and restated credit agreement (the “New Credit Agreement”), which will amend and restate the existing ninth amended and restated credit agreement on the terms and conditions set forth in Exhibit 1 hereto (the “New Credit Facility Term Sheet”).   

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Assumed Liabilities “Assumed Liabilities” shall include only the following liabilities: (a) all Post-Filing Claims; (b) liabilities of each Just Energy Entity arising from and after Closing (which in each case shall remain liabilities of such Just Energy Entity); (c) all Credit Facility LC Claims, all Credit Facility Claims that are not repaid in full in cash on Closing in accordance with the New Credit Agreement (the “Credit Facility Remaining Debt”), and all Cash Management Obligations (as defined in the Initial Order); (d) Energy Regulator Claims relating to the Just Energy Entities; (e) any and all indemnification obligations of Just Energy to current and former directors, officers, and employees; (f) Employee Priority Claims; (g) Intercompany Claims between Just Energy Entities to the extent that the Implementation Steps contemplate such claims continuing as Assumed Liabilities and (h) all transfer and other similar taxes payable with respect to the transactions contemplated by the Transaction Agreement and (i) (1) tax liabilities of the Just Energy Entities for any tax period or the portion thereof beginning on or after the Filing Date and (2) any sales, use or other Taxes for any period by a Taxing Authority whereby the nonpayment of which by any Just Energy Entity could result in a responsible person associated with a Just Energy Entity being held personally liable for such nonpayment; excluding from both (1) and (2), for the avoidance of doubt, any tax or similar liability directly and solely related to the Excluded Assets, other than, Taxes with respect to which any current or former employee, officer, director, or other individual may be held liable under any applicable statute imposing responsible person liability for unpaid taxes. Notwithstanding the foregoing, nothing in the Transaction Agreement shall be read to extend or shall be interpreted as extending or amending the Claims Bar Date or give or shall be interpreted as giving any rights to any Person in respect of Claims that have been barred or extinguished pursuant to the Claims Procedure Order. Excluded Liabilities All liabilities, other than Assumed Liabilities, shall be “Excluded Liabilities”. On the Closing Date, pursuant to the terms of the Transaction Agreement and the Vesting Order, the Just Energy Entities shall assign and transfer the Excluded Liabilities to the applicable Residual Co. and each Residual Co. shall assume the applicable Excluded Liabilities. All claims in respect of the Excluded Liabilities will continue to exist against the applicable Residual Co. and none of the Sponsor nor the Just Energy Entities shall have any liability for any of the Excluded Liabilities and all of the Excluded Liabilities shall be discharged from the Just Energy Entities as of the Closin g , pursuant to the Vestin g Order. - 4 -

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Excluded Assets On the Closing Date, the Just Energy Entities shall transfer CAD$1,900,000 (the “Administrative Expense Amount”) from the Just Energy Entities’ cash on hand, which will be paid to the Monitor, in trust pursuant to the Vesting Order (the “Excluded Assets”).  Any unused portion of the Administrative Expense Amount after payment or reservation for all Administrative Expense Costs (as defined below), as determined by the Monitor, shall be transferred by the Monitor to Just Energy. “Administrative Expense Costs” means the reasonable and documented fees and costs of (i) the Monitor and its professional advisors and (ii) professional advisors of the Just Energy Entities for services performed prior to and, other than in respect of the Acquired Entities, after the Closing Date, in each case, relating directly or indirectly to the CCAA proceedings, the U.S. Chapter 15 proceedings, and the Transaction Agreement and including without limitation (y) costs required to wind down and/or dissolve and/or bankrupt the Residual Co. and any Just Energy Entity that is not an Acquired Entity and (z) costs and expenses required to administer the Excluded Assets, Excluded Liabilities and Residual Co. Employees Unless otherwise expressly provided for by the MIP, or agreed to in writing by and among the Just Energy Entities, the Sponsor, and the applicable employee (or employees) affected by any change or modification, each of the Employment Agreements will not be disclaimed and will remain in place as of, and as a condition to the occurrence of, the Closing. “Employment Agreements” shall mean, collectively, the employment agreements, the management compensation plans, and indemnification agreements of, or for the benefit of, the Directors, Officers, and employees of any of the Just Energy Entities that, on or prior to Closing, have not resigned, in each case in existence on the effective date of the Support Agreement; provided, however, that Employment Agreements shall not include employment agreements, the management compensation plans, and indemnification agreements of, or for the benefit of, the Directors, Officers, and employees of any of the Just Energy Entities that have been terminated or disclaimed without t he consent of the Sponsor. Representations and Warranties Representations and warranties to be consistent with those included in the Backstop Commitment Letter. Covenants of the Just Energy Entities Covenants to be consistent with those included in the Backstop Commitment Letter. Regulatory Approvals In accordance with the terms of the Support Agreement and the Transaction Agreement, the Just Energy Entities and the Sponsor will work together to obtain the necessary regulatory approvals that may be required in connection with the transactions contemplated by this Term Sheet, including without limitation to the extent applicable, the approval of FERC, US HSR approval, Investment Canada Act and Competition Act approvals and certain Canadian regulatory approvals (collectivel y , the “Regulatory Approvals”). Bid Protections Break-Up Fee: JEUS (or another entity organized in the United States acceptable to the Sponsor) will pay to Sponsor a break-up fee in cash equal to USD$14.66 million upon the consummation of an Alternative Restructuring Proposal (as defined in the Support Agreement) as provided in the Transaction Agreement (the “Break-Up Fee”). Just Energy Entities shall obtain within the SISP Order a court-ordered charge in favor of the Sponsor in the full amount of the Break-Up Fee to secure the payment of the Brea k -Up Fee, which char g e shall have the priorit y g iven to it in the SISP Order.

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Closing Conditions The Transaction Agreement shall contain the following closing conditions for the benefit of the Sponsor: •      entry by the CCAA Court of an order approving the Sale and Investment Solicitation Process (the “SISP”) and related matters (the “SISP Order”) in the form attached hereto as Exhibit 2 (or as otherwise acceptable to the Sponsor, acting reasonably), and such order shall be a Final Order; •      entry by the U.S. Bankruptcy Court of the SISP Recognition Order and such order shall be a Final Order; •      entry by the CCAA Court of the Vesting Order in the form attached hereto as Exhibit 3 (or as otherwise acceptable to the Sponsor, acting reasonably), and such order shall be a Final Order; •      entry by the U.S. Bankruptcy Court of the Vesting Recognition Order in form and substance acceptable to the Sponsor, acting reasonably and such order shall be a Final Order; •      the Support Agreement shall not have been terminated by any party thereto; •      no law, injunctions or other order or similar ruling or determination of any governmental authority preventing, delaying or otherwise frustrating the consummation of the Transaction; •      the Just Energy Entities and Sponsor, as applicable, shall have received all required Regulatory Approvals, which will be identified in the Transaction Agreement; •      the Just Energy Entities shall have completed the Implementation Steps in a manner reasonably acceptable to the Sponsor; •      accuracy of the Just Energy Entities’ representations and warranties under the Transaction Agreement (to the same standards as included in the Backstop Commitment Letter); •      no material breach of the Just Energy Entities’ covenants; •      no material adverse effect with respect to the business shall have occurred; •      New Credit Agreement and New Intercreditor Agreement shall have been entered into among the parties thereto; •      As of immediately prior to the closing, the Cash Purchase Price, plus the aggregate amount of cash held by the Just Energy Entities, plus the Credit Facility Remaining Debt, shall be sufficient to pay all amounts to be paid by the Just Energy Entities pursuant to the Transaction Agreement and the Vesting Order; and •      the receipt of customary closing deliverables.

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The Transaction Agreement shall contain the following closing conditions to the obligations of the Just Energy Entities to close the Transaction: •      entry by the CCAA Court of the SISP Order in the form attached hereto as Exhibit 2 (or as otherwise acceptable to Just Energy, acting reasonably), and such order shall be a Final Order; •      entry by the U.S. Bankruptcy Court of the SISP Recognition Order in form and substance acceptable to Just Energy, and such order shall be a Final Order; •      entry by the CCAA Court of the Vesting Order in the form attached hereto as Exhibit 3 (or as otherwise acceptable to the Just Energy, acting reasonably), and such order shall be a Final Order; •      entry by the U.S. Bankruptcy Court of the Vesting Recognition Order in form and substance acceptable to Just Energy, acting reasonably and such order shall be a Final Order; •      the Support Agreement shall not have been terminated by any party thereto; •      the MIP shall have been executed on terms consistent in all respects with the MIP Term Sheet; •      no law, injunctions or other order or similar ruling or determination of any governmental authority preventing, delaying or otherwise frustrating the consummation of the transactions contemplated by the Transaction Agreement; •      Just Energy Entities and the Sponsor, as applicable, shall have received all required Regulatory Approvals; •      New Credit Agreement and New Intercreditor Agreement shall have been entered into among the parties thereto; •      satisfaction of the conditions set forth under “Employees”; •      accuracy of the Sponsor’s representations and warranties under the Transaction Agreement (to the same standards as included in the Backstop Commitment Letter); •      no material breach of Sponsor’s covenants; and •      the receipt of customary closing deliverables. - 7 -

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Termination The Transaction Agreement will be terminable by either party in the event the Support Agreement is terminated in accordance with the terms thereof. The Transaction Agreement will also be terminable (by the applicable party or parties) in the following circumstances: •      by mutual written consent of the parties; •      Just Energy Entities breach the terms of the Transaction Agreement and fail to cure such breach in accordance with the terms of the Transaction Agreement; or •      The Sponsor breaches the terms of the Transaction Agreement and fails to cure such breach in accordance with the terms of the Transaction Agreement. Provided the Transaction Agreement has not been terminated in accordance with its terms, each party will be entitled to specific performance to enforce the other parties’ obligations thereunder, including the obligation to consummate the closing thereunder, subject to the satisfaction of the closing conditions, and to enforce Sponsor’s obligations under the guarantee. PAYMENT OF CERTAIN EXCLUDED LIABILITIES ON CLOSING Charge Beneficiaries: On the Closing Date, the Just Energy Entities shall have provided for the payment or satisfaction in cash in full of all amounts secured by Charges (as defined in the Initial Order granted in the Just Energy Entities’ CCAA proceedings on March 9, 2021, as amended and restated on March 19, 2021 and May 26, 2021 and as may be further amended, restated, varied and/or supplemented from time to time), other than Cash Management Obligations and amounts secured by the Priority Commodities/ISO Char g e (which in both cases are continuin g as Assumed Liabilities). Commodity Supplier Claims: On the Closing Date, the Just Energy Entities shall pay each Commodity Supplier an amount equal to such Commodity Supplier’s Commodity Supplier Claim that is an Accepted Claim in full satisfaction of such claims. Credit Facility Claims: On the Closing Date, in full and final satisfaction of the Credit Facility Claim (less the Credit Facility Remaining Debt, if any), the Just Energy Entities shall pay, or shall cause to be paid, to the Credit Facility Agent, an amount equal to the Credit Facility Claim (less the Credit Facility Remaining Debt, if any), in full in cash in the currency that such Credit Facility Claim was originally denominated in full and final satisfaction of the Credit Facility Claim (less the Credit Facility Remaining Debt, if any), but in all cases in accordance with the New Credit Agreement. Any letters of credit issued by a Credit Facility Lender pursuant to the Credit Agreement shall continue under the New Credit Agreement or be discharged and, if required, replaced with new letters of credit issued under the New Credit Agreement, unless otherwise agreed to by the applicable Credit Facility Lender and the Just Energy Entities, with the consent of the Sponsor. The Cash Mana g emen t Obli g ations will continue after Closin g as Assumed Liabilities.

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Government Priority Claims On the Closing Date, the applicable Just Energy Entities shall pay or cause to be paid in full all Government Priority Claims, if any, outstanding as at the Filing Date or related to the period endin g on the Filin g Date, to the applicable Governmental Entit y . OTHER PROVISIONS Management Incentive Plan: The material terms in respect of a post-Closing management incentive plan (the “MIP”) of the Sponsor will be as set forth in the management incentive plan term sheet (the “MIP Term Sheet”) attached hereto as Exhibit 5.  The MIP shall be executed on terms consistent in all respects with the MIP Term Sheet on Closin g . New Intercreditor Agreement: A seventh amended and restated intercreditor agreement (the “New Intercreditor Agreement”) by, among others, the Acquired Entities, the Credit Facility Agent, and the applicable Commodity Suppliers, shall be entered into, which New Intercreditor Agreement shall provide for the same relative supplier and lender priorities as contemplated in the existing sixth amended and restated intercreditor agreement subject to modifications set forth in the New Intercreditor Agreement Term Sheet attached hereto as Exhibit 4.    Shell: Shell Energy North America (Canada) Inc., Shell Energy North America (US), L.P., and Shell Trading Risk Management, LLC (collectively, “Shell”) shall have confirmed, in writing, to the Acquired Entities and the Sponsor that (i) it will not exercise any termination rights under its Continuing Contracts (as defined in the Support Agreement) solely as a result of the Transaction, and (ii) all existing and any potential future trades will be transacted in accordance with the Continuing Contracts (as may be amended, restated, supplemented and/or replaced by the Acquired Entities and Shell from time to time following the Closing Date) or new arrangements, in each case in accordance with the terms thereof and subject to the terms of the New Intercreditor Agreement. The Continuing Contracts with respect to Shell shall not include the Third Amended and Restated Scheduling Coordinator Agreement dated December 1, 2014 between Shell Energy North America (US), L.P., Just Energy New York Corp., Just Energy (U.S.) Corp. and Just Energy Solutions Inc. (formerly Commerce Energy, Inc.) or any other agreement whereby Shell performs ISO or scheduling services on behalf of any Applicant whereby an Applicant has reimbursement obligations to Shell for payments made by Shell on behalf of an Applicant to an ISO. Releases Release provisions shall be as provided for in the Vesting Order and the Transaction A g reement. - 9 -

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Tax Structure: The Transaction, including the treatment of Intercompany Claims, shall be structured in a tax efficient manner as agreed upon by, and acceptable to, the Just Energy Entities and the Sponsor, each acting reasonably. The specific transaction steps and pre-closing reorganization of the Just Energy Entities to effect the Transaction (collectively, the “Implementation Steps”) shall be set out in an appendix to the Transaction Agreement (which appendix, for the avoidance of doubt, will be completed following the execution of the Transaction Agreement but at least 7 days prior to the hearing of the Just Energy Entities’ motion to the CCAA Court seeking the Vesting Order) and shall be in form and substance acceptable to the Just Energy Entities, the Credit Facility Lenders and the Sponsor, each actin g reasonabl y . Definitive Documents: Each of the Definitive Documents (as defined in the Support Agreement) shall be agreed upon by, and in form and substance acceptable to each of the Just Energy Entities, the Sponsor and the Credit Facility Lenders, each acting reasonably and consistent wi t h the terms in this Term Sheet. Transaction Timeline: The Transaction shall occur on the timeline set forth in the Support A g reement. - 10 -

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EXHIBIT 1 New Credit Facility Term Sheet

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NEW CREDIT AGREEMENT SUMMARY OF TERMS AND CONDITIONS August 4, 2022 This Summary of Terms and Conditions (this “Summary”) is intended for discussion purposes only and cannot be construed as creating an obligation to advance funds or to reach an agreement on definitive terms and conditions. This Summary does not include descriptions of all of the terms, conditions and other provisions that are to be contained in the definitive documentation relating to the Credit Facilities, including, without limitation, a tenth amended and restated credit agreement (the “Tenth Amended and Restated Credit Agreement”) between the Borrowers, the Agent and the Lenders. This Summary represents an outline of the basis on which the Lenders are prepared to provide their commitment to provide the Credit Facilities subject to each Lender’s receipt of its requisite internal credit and underwriting approvals, satisfactory results of due diligence and documentation in form and substance satisfactory to the Lenders, the Obligors and the Purchaser Sponsor. Reference is made to (i) the ninth amended and restated agreement dated as of September 28, 2020 among Just Energy Ontario L.P. and Just Energy (U.S.) Corp, as Borrowers, National Bank of Canada, as Agent, and the Lenders party thereto, as amended, supplemented or otherwise modified from time to time to the date hereof (the “Existing Credit Agreement”), (ii) the sixth amended and restated intercreditor agreement dated as of September 1, 2015 between the Collateral Agent, the Agent, Shell Energy, the Other Commodity Suppliers (as defined therein), the Borrowers, the Restricted Subsidiaries and other Persons from time to time party thereto (as amended, supplemented or otherwise modified from time to time to the date hereof (the “Existing Intercreditor Agreement”), and (iii) the support agreement dated as of August 4, 2022 between, among others, the Obligors, LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC, OC II LVS XIV LP and OC III LFE I LP, as purchase sponsors, and the Lenders party thereto (as amended, supplemented or otherwise modified from time to time to the date hereof (the “Support Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in Exhibit A attached hereto or the Existing Credit Agreement, as the case may be. B orrowers: As per the Existing Credit Agreement. N ew Parent: Just Energy (U.S.) Corp. (the “New Parent”). Guarantors: As per the Existing Credit Agreement with the addition of (a) any Subsidiary o f the New Parent that directly or indirectly owns the equity interests in the CanadianBorrower on the Closing Date and any other Subsidiary of the New Parent that isnot an Unrestricted Subsidiary (collectively, the “New Obligor”), and (b) Filte r Group Inc. (“Filter Parent”) and Filter Group USA Inc. (together with Filte r Parent, collectively, the “Filter Entities”; the Filter Entities, together with the NewObligor, if any, collectively, the “Additional Guarantors”). For the avoidance o f doubt, no Person that directly owns any equity interest in the New Parent shall be required to be a Guarantor or provide Securit y .

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. A dministrative Agent: N ational Bank of Canada, as administrative agent (in such capacity, the “Agent”). L enders: As per the Existing Credit Agreement. M aximum Facility Amount: Cdn.$250,000,000 (inclusive of the LC Facility Amount (as defined below)) on theClosing Date (as defined below) as such amount is reduced from time to timepursuant to the “Prepayments and Repayments” described below (the “Maximum Facility Amount”). Credit Facility Remaining Debt: Pursuant to the Transaction Agreement, the principal amount of up toCdn.$10,000,000 of the amounts owed to the Lenders under the Existing CreditAgreement (in addition to the Letters of Credit issued under the Existing Credi t Agreement which are outstanding on the Closing Date) may remain outstanding asan initial outstanding principal amount under the New Credit Agreement upon theclosing (“Closing”) of the transaction (the “Transaction”) contemplated in the Transaction Agreement. L etters of Credit Sublimit under R evolving Facilities: Remove the existing sublimit of Cdn.$125,000,000 for the Letters of Credit issue d under the Revolving Facilities in Section 2.08(3) of the Existing Credi t Agreement. L C Facility: LC Facility in the amount of Cdn.$45,000,000 (the “LC Facility Amount”). B orrowin g Base: As per the Existin g Credit A g reement. - 2 -

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. P repayments and Repayments: As per the Existing Credit Agreement, subject to the following: ( i)                               Sections 6.06 and 6.08 will be removed in its entirety. ( iv)                 On June 30, 2023, the Maximum Facility Amount in effect at suchtime will be permanently reduced by an amount equal to the Excess Liquidity Amount as at March 31, 2023 (which, for the avoidance of doubt and notwithstanding anything to the contrar y herein, shall include the proceeds of any Equity Cure received b y the Obligors during the Fiscal Quarter ended June 30, 2023 (the “June 2023 Equity Cure”), up to the first Cdn.$45,000,000 (the“June 2023 Facility Reduction”). - 3 -

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. (b)           On September 30, 2023, the Maximum Facility Amount in effectat such time will be permanently reduced by an amount equal to the sum of (A) the Excess Liquidity Amount as at June 30, 2023 (which, for the avoidance of doubt and notwithstanding anythingto the contrary herein, shall include the proceeds of any EquityCure received by the Obligors during the Fiscal Quarter ende d September 30, 2023 (the “September 2023 Equity Cure” an d collectively with the June 2023 Equity Cure, the “Specified Equity Cures”), up to Initial 2023 Lender Shortfall Amount, an d (B) to the extent such Excess Liquidity Amount exceeds the su m of (I) the Initial 2023 Lender Shortfall Amount an d (II) Cdn.$60,000,000, 50% of such excess. (c)           On June 30, 2024, the Maximum Facility Amount in effect at such time will be permanently reduced by an amount equal to theExcess Liquidity Amount as at March 31, 2024 (which, for the avoidance of doubt and notwithstanding anything to the contrar y herein, shall include the proceeds of any Equity Cure received b y the Obligors during the Fiscal Quarter ended June 30, 2024), up to the Total 2024 Lender Commitment Reduction Amount (the“June 2024 Facility Reduction”). (d)            On September 30, 2024, the Maximum Facility Amount in effectat such time will b e permanently reduced by an amount equal tothe sum of (A) the Excess Liquidity Amount as at June 30, 2024 (which, for the avoidance of doubt and notwithstanding anythingto the contrary herein, shall include the proceeds of any EquityCure received by the Obligors during the Fiscal Quarter ende d September 30, 2024), up to the Initial 2024 Lender Shortfall Amount; (B) to the extent such Excess Liquidity Amount exceeds the sum of (I) the Initial 2024 Lender Shortfall Amount, an d (II) the Total 2024 Preferred Equity Payment Amount, 50% o f such excess. For the avoidance of doubt, the amount of the Specified Equity Cures willnot be included in the calculation of the Excess Liquidty Amount fo r p urposes of clauses (c) and (d) above. - 4 -

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. ( v)         For greater certainty, (a) if at any time the aggregate amount of the Lettersof Credit outstanding under the Revolving Facilities or the LC Facility1, as the case may be, exceeds the Commitments of the Lenders under theapplicable Credit Facility in effect at such time (including as a result of thereductions in the Maximum Facility Amount made in accordance with thisSection titled “Prepayments and Repayments”), the Borrower willprom p tly provide to the Agent, for the benefit of the Lenders or the LCLender, as applicable, cash collateral in the amount of such excess and theLenders and the LC Lender will have priority over such cash collateralunder the terms of the Seventh Amended and Restated Intercredito r Agreement, and (b) if, subsequent to the provision by the Borrowers of thecash collateral in accordance with the foregoing clause (a), one or moreLetters of Credit issued under the Credit Facilities are expired, terminated, reduced or returned to the Lenders or the LC Lender, as applicable, suchthat the aggregate amount of the Letters of Credit outstanding under theapplicable Credit Facility is less than the Commitments of the Lenders under such Credit Facility, the Agent, on behalf of the Lenders and the LC Lender, will promptly release, discharge and return such cash collateral tothe Borrowers and, if applicable, the Borrowers shall provide to the Agen t such replacement cash collateral as necessary to continue to comply withthe foregoing clause (a). (vi)          ≤ M aturity: The earlier to occur of (i) June 15, 2025, and (ii) the date on which any Credi t Facility is terminated pursuant to the terms of the Tenth Amended and Restated Credit Agreement (the “Maturity Date”). P urpose: As per Existing Credit Agreement. A vailability: As per Existing Credit Agreement, subject to replacing LIBO Rate with Ter m SOFR. Customar y benchmark replacement provisions to be included. 1 NTD: Subject to confirmation that EDC will continue to backstop the LC Facility. - 5 -

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. R estructuring/Commitment Fee: A restructuring/commitment fee will be paid in cash in the following manner: (i)   an amount equal to 0.50% of the Maximum Facility Amount in effect onthe Closing Date will be due and payable on the Closing Date (the “Initial Commitment Fee”); and (ii)   if the Credit Facilities are not fully repaid in cash by June 30, 2024, an amount equal to 0.75% of the Maximum Facility Amount in effect on theClosing Date will be due and payable on June 30, 2024. A gency Fee: As per an agency fee letter to be entered into by the Borrowers and the Agent. Closing Date: The date upon which the “Conditions Precedent” described below have beensatisfied or waived b y the Lenders in their sole discretion (the “Closing Date”). General Terms and Conditions Credit, Usage and Stand-by Margins: Pricing grid to be updated as follows: Level Senior Debt to EBITDA Ratio Prime Rate Margin, US Base Rate Margin and US Prime Rate Mar g in BA Stamping Fee Rate, SOFR Margin and Letter of Credit Fee Rate Standby Fee Rate I > 2.00x 375.0 bps 475.0 bps 118.75 bps II > 1.50x ≤ 2.00x 325.0 bps 425.0 bps 106.25 bps III > 1.00x ≤ 1.50x 300.0 bps 400.0 bps 100.00 bps IV ≤ 1.00x 275.0 bps 375.0 bps 93.75 bps (i)            SOFR Margin (to be defined in the Tenth Amended and Restated Credi t Agreement) will be subject to the following credit spread adjustments: (a)       0.11448% (11.448 basis points) for an available tenor of one-month’s duration; (b)       0.26161% (26.161 basis points) for an available tenor of three-months’ duration; an d - 6 -

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. (c)       0.42826% (42.826 basis points) for an available tenor of six-months’ duration. ( ii)         For greater certainty, all amounts of the Letters of Credit issued under theCredit Facilities will be included in the calculation of Senior Debt toEBITDA Ratio for purposes of determining the Applicable Margins. (iii)          D ocumentation: Credit Facilities to be documented as an amendment and restatement of theExisting Credit Agreement pursuant to the Tenth Amended and Restated Credi t Agreement on terms satisfactory to the Lenders, the Agent, the Collateral Agent,the Obligors and the Purchaser Sponsor. Security: As per Existing Credit Agreement, subject to the following, each in form an d substance and on terms satisfactory to the Lenders, the Agent and the CollateralAgent, the Obligors and the Purchaser Sponsor (collectively, the “Additional Security”): ( i)                     amendment to the securities pledge agreement made as of August 28, 2020 between 8704104 Canada Inc. (“8704104”) and the Collateral Agen t pursuant to which 8704104 will pledge the equity interests owned b y 8704104 in the capital stock of Filter Group Inc. in favour of the CollateralA g ent; - 7 -

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. ( iii)                   ≤                    I ntercreditor Agreement: An amended and restated intercreditor agreement (the “Seventh Amended and Restated Intercreditor Agreement”) will be entered into by the Obligors, theCollateral Agent, the Agent and the Persons who are commodity suppliers of theObligors as of the Closing Date (the “Closing Date Commodity Suppliers”) to amend and restate the Existing Intercreditor Agreement on the terms an d conditions set forth in the term sheet attached hereto as Exhibit B. Conditions Precedent: As per the Existing Credit Agreement, subject to the following, each in form an d substance and on terms satisfactory to the Lenders, acting reasonably: (i)             

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. (ii)           JustEnergy shall have received (a) an order of the Ontario Superior Cour t of Justice (Commercial List) (the “Reverse Vesting Order”) in substantially the form appended as Exhibit “C” to the Suppor t Agreement, and (b) an order of the United States Bankruptcy Court fo r the Southern District of Texas, Houston Division (the “Reco g nition Order”) recognizing and enforcing the Reverse Vesting Order in thecases commenced by JustEnergy and certain of its Subsidiaries unde r Chapter 15 of title 11 of United States Code (the “Chapter 15 Cases”, and together with the CCAA Proceedings, collectively, the“Proceedings”); (iii)                                  the Lenders’ receipt of certified copies of (a) the corporate governance documents for the reorganized Obligors, including, but not limited to, anydocuments concerning preferred or common equity of the reorganize d Obligors, (b) the management incentive plan for the reorganize d Obligors, and (c) the limited guarantee granted by PIMCO Horseshoe Fund, LP in favour of Just Enery Group Inc. on or about the date hereof; (vi)                     the New Parent maintaining Liquidity in an amount not less thanCdn.$75,000,000 as at the time of its emergence from the Proceedings;provided, that, to the extent the aggregate amount of the cash collateralprovided by Obligors to ISOs, commodity suppliers and othe r counterparties of the Obligors at such time exceed $20,000,000 as a resul t of short-term increases in requirements (which cash collateral is expecte d to be returned), such excess shall be added back in determining theLiquidity for purposes of this clause (vii); - 9 -

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. (viii)                                                                  

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. R epresentations & Warranties: As per the Existing Credit Agreement, subject to the following: ( i)                               removing the reporting issuer representation contained in Section 8.01(43) of the Existing Credit Agreement. For greater certainty, the Borrowers shall provide and deliver an updated set of disclosure schedules to the Existing Credit Agreement. R eporting Requirements: As per the Existing Credit Agreement, subject to the following: ( i)          delivery of the first set of quarterly financial statements to be postpone d until 90 days (or such longer period as may be approved by the Lenders)after the New Parent has completed a full Fiscal Quarter following theClosing Date; ( ii)         Section 9.03(13) of the Existing Credit Agreement will be removed in itsentirety; and ( iii)        detailed reporting of (a) supplier priority payables and their aging,(b) amounts payable and their aging under the ISO services agreements;and (c) mark-to-market p osition of contracts entered into with commoditysuppliers and under ISO service agreements (to the extent applicable). A ffirmative Covenants: As per the Existing Credit Agreement, subject to the following: ( i)                     if no Obligor is or continues to be a reporting issuer under the applicablesecurities laws, delete the public company covenants and related provisions contained in the Existing Credit Agreement; - 11 -

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. ( iii)                   delete the covenant regarding Alberta Utilities Commission Debt containe d in Section 9.01(31) of the Existing Credit Agreement; and (v)           F inancial Covenants: As per the Existing Credit Agreement subject to the following: (i)      revising the maximum consolidated Senior Debt to EBITDA Ratiorequirements as follows: Fiscal Quarter Ending Senior Debt to EBITDA Ratio December 31, 2022 and thereafter until March 31, 2023 2.50:1.00 June 30, 2023 and thereafter until the Maturit y Date 2.25:1.00 (ii)       

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. (iii)                   E quity Cures: Customary equity cure provisions to be included; provided that, for greate r certainty, (i) the cash proceeds from any equity cure (an “Equity Cure”) will be no more than the amount required to cause the Borrowers to be in compliance withthe financial covenants; (ii) only one Equity Cure may be exercised in any Fiscal Year; (iii) there will not be Equity Cures in two consecutive Fiscal Quarters;(iv) the aggregate amount of Equity Cures used during the term of the Credi t Facilities will not exceed Cdn.$25,000,000; and (v) the amount of each Equity Cure and the use of proceeds therefrom will be disregarded for all purposes unde r the Loan Documents (including for purposes of calculating financial covenan t ratios to determine the Applicable Margins) other than solely to determinecompliance with the financial covenants for an y relevant covenant test period. - 13 -

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. N egative Covenants As per the Existing Credit Agreement, subject to the following: (i)          no share buy- b acks or distributions to the holders of the common shares o f the New Parent; (ii)                   no ability to incur any Subordinated Debt; (iv)        permit Filter Group Debt; (v)         revise clauses (n) and (q) of the definition of “Permitted Encumbrances” asfollows to remove the dollar limit on each of them: “(n) any Encumbrance granted by any Obligor to LDCs in respect of CashSecurity Deposits in accordance with Collection Service Agreements”; and “(q) Encumbrances over any and all cash, monies and interest bearinginstruments delivered to, deposited with or held by an exchange for natural gas, ISO, utilities, storage providers, environmental trade counterparties,commodity suppliers that are not party to the Seventh Amended an d Restated Intercreditor Agreement and regulatory authorities in the ordinary course of business of the Obligors, subject to permitted use, and any rightsto payment or performance owing from an exchange for natural gas including, without limitation, accounts payable owed by the exchange toan Obligor to the extent that such proceeds are to be used as security fo r future transactions and all proceeds of any of the foregoing”. (vi)        revise clause (p) of the definition of “Permitted Encumbrances” as followsto include a permitted amount of cash collateral to secure credit car d obligations of the Obligors: “(p) Encumbrances, including cash collateral, in an aggregate amount no t to exceed US$500,000, to secure credit card obligations of the Obligorsowed to an y Person who is not a Lender”. - 14 -

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. (vii)       permit an Acquisition subject to the following conditions: (a) the p urchased assets or entity relate to a business that is substantially similarto the Business; (b) Liquidity shall be equal to or greater than the Liquidit y Threshold Amount immediately prior to and after the consummation o f such Acquisition; (c) the aggregate consideration paid for such Acquisition shall not exceed Cdn.$3,000,000, (d) the aggregate considerations paid fo r all such Acquisitions during the term of the Credit Facilities shall no t exceed Cdn.$10,000,000, (e) the cash consideration of such Acquisitionshall be funded by (I) first, the proceeds from any Permitted Asse t Disposition that the Obligors are permitted to use to finance suc h Acquisition, and (II) second, Excess Liquidity Amount, (f) such Acquisition may not be funded by an incremental equity investmentwithout the prior written consent of the Lenders, (g) if such Acquisition is an Acquisition of a new Subsidiary that would, under the terms of the Existing Credit Agreement, be required to guarantee and provide Securityin favour of the Agent and the Collateral Agent, as applicable, concurrently with such Acquisition, such Subsidiary shall become a Restricte d Subsidiary and an Obligor for purposes of the Loan Documents and delive r to the Agent and the Collateral Agent, as applicable, all such guarantees and security documents as may be required under the Loan Documents,and (h) no Pending Event of Default or Event of Default immediately prio r to or after the consummation of such Acquisition; (viii)      permit the following Distributions: (a)       repayment of Filter Group Debt after the Closing Date; (b)       permit the Preferred Equity ECF Payments, subject to the following conditions: (A) delivery to the Agent of a certificate of an officer o f the Borrowers confirming that no Event of Default or Pending Even t of Default will have occurred on (I) June 30, 2023 or September 30, 2023 for the 2023 Preferred Equity ECF Payment and (II) June 30, 2024 or September 30, 2024 for the 2024 Preferred Equity ECF Payment; (B) minimum pro forma Liquidity of Cdn.$90,000,000 asat June 30, 2023 and September 30, 2023 for the 2023 Preferre d Equity ECF Payment; (C) minimum pro forma Liquidity o f Cdn.$75,000,000 as at June 30, 2024 and September 30, 2024 fo r the 2024 Preferred Equity ECF Payment; and (D) the proceeds o f the Credit Facilities will not be used to make such pa y ments; an d - 15 -

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. (c)       permit redemptions of the Class A Preferred Equity using the p roceeds received by the New Parent from the issuance of preferre d or common equity of the New Parent (the “Preferred Equit y Refinancing”); provided that (i) the Preferred Equity Refinancingshall not, whether directly or indirectly, result in a decrease in theLiquidity after giving effect to the Preferred Equity Refinancing (other than on account of reasonable and documented legal and othe r advisory fees and expenses in an aggregate amount not to exceed$1,000,000), as reasonably determined by the Majority Lenders in good faith in consultation with the Borrowers (for greater certainty,there shall be no cash cost or adverse cash consequences at the timeof the Preferred Equity Refinancing or thereafter to the Obligors o r expense payable by the Obligors arising from the Preferred EquityRefinancing (other than on account of reasonable and documentedlegal and other advisory fees and expenses in an aggregate amoun t not to exceed $1,000,000)), (ii) the terms of such preferred equityshall not be less favourable to the Lenders and the Obligors than theterms of the Class A Preferred Equity, as reasonably determined b y the Borrowers in good faith in consultation with the Lenders, an d (iii) no Pending Event of Default or Event of Default shall haveoccurred at the time of such redemptions or arise as result of such redemptions; (ix)        impose 30-day maximum limit on payment of any post-filing commodity trade supplier payable from the date of the relevant invoice; (x)           Commodit y Supplier/ISO Payment Date”); - 16 -

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. (xi)                  revise the definition of “Permitted Asset Disposition” to permit individual asset sales at or below $3,000,000 and cumulative asset sales o f $10,000,000 during the term of the Tenth Amended and Restated Credi t Agreement; and (xiii)      add a new negative covenant that the New Parent will not (a) own any intellectual property, permit, quota, retail energy licence or any othe r material Property other than (i) the equity interests in its Subsidiaries an d (ii) any intercompany debt made by the New Parent to another Obligor, o r (b) own any Customer Contract or otherwise generate material revenue. E vents of Default: As per the Existing Credit Agreement, subject to revising Section 11.01(26) of the Existing Credit Agreement to further exclude the impact of any goodwillimpairments. Change of Control: As per the Existing Credit Agreement, subject to the following: (i)    clause (d) of the definition of Change of Control in the Exiting Credi t Agreement will be removed in its entirety; (ii)   clause (a)(i) of the definition of Change of Control in the Existing Credi t Agreement will be removed in its entirety and replaced with PIMCOceasing to own, directly or indirectly, at least 75% common voting equityinterests of the New Parent; and (iii)  appropriate adjustments will be made if no Obligor is or continues to be a reporting issuer under the applicable securities laws. GAAP: US GAAP. - 17 -

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. A ssi g nments & Participations: As per the Existin g Credit A g reement. General Indemnities: As pe r the Existin g Credit A g reement. E nvironmental Indemnities: As per the Existin g Credit A g reement. Costs: As per the Existin g Credit A g reement. I ncreased Costs: As per the Existin g Credit A g reement. M a j orit y Lenders: As per the Existin g Credit A g reement. Governin g Law: As per the Existin g Credit A g reement. - 18 -

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Exhibit A Defined Terms “2023 Preferred Equity ECF Payment” has the meaning given to it in the definition of “Preferred Equity ECF Payments” contained in this Exhibit A. “2023 Preferred Equity Shortfall Amount” means an amount, if any, by which (i) the 2023 Preferred Equity ECF Payment is less than (ii) Cdn.$45,000,000. “2024 Preferred Equity ECF Payment” has the meaning given to it in the definition of “Preferred Equity ECF Payments” contained in this Exhibit A. “Excess Liquidity Amount” means, at any time, an amount, if any, by which (i) the Liquidity at such time exceeds (ii) the Liquidity Threshold Amount in effect at such time. “Filter Group Debt” means the senior secured Debt of the Filter Entities existing on the date of this Summary. “Final Order” has the meaning given to such term in the Support Agreement in effect on the date hereof. “Initial 2023 Lender Shortfall Amount” means an amount, if any, by which (i) the Excess Liquidity Amount as at March 31, 2023 is less than (ii) Cdn.$45,000,000. “Initial 2024 Lender Shortfall Amount” means an amount, if any, by which (i) the Excess Liquidity Amount as at March 31, 2024 is less than (ii) Total 2024 Lender Commitment Reduction Amount. “ISO” mean an independent system operator that coordinates, controls and monitors the operation of the electrical power system in a jurisdiction. “Liquidity” means (i) cash or Cash Equivalents of the New Parent that (a) are subject to the Security, and (b) would not appear “restricted” on the consolidated balance sheet of the New Parent, plus (ii) the undrawn portion of the Credit Facilities (the amount of which, for the avoidance of doubt, shall reflect any voluntary or mandatory commitment reduction under the Credit Facilities required to be made in accordance with the terms hereof on or prior to the relevant date of the determination of Liqudity); provided that, for the avoidance of doubt, (x) the proceeds received by any Obligor from a Disposition of any Property or issuance of its common equity interests or preferred equity interests (other than in connection with any Equity Cure) will not be included in the calculation of Liquidity, (y) the amount of any cash collateral posted for the benefit of any Obligor will not be included in the calculation of Liquidity, and (z) the proceeds of an Equity Cure received by the Obligors will be included in the calculation of Liquidity; provided further that, Liquidity may be adjusted from time to time by such amount as may be reasonably agreed to between the Borrowers and the Majority Lenders taking into account short term increases in need (which are expected to reverse) for the Obligors to satisfy cash collateral requirements of the ISO in each key market identified by the Obligors (which amounts will be included in calculating Liquidity).

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JUST ENERGY ONTARIO L.P. and JUST ENERGY (U.S.) CORP. “Liquidity Threshold Amount” means (i) solely for purposes of determining the 2023 Preferred Equity ECF Payment and the 2023 Preferred Equity Shortfall Amount, Cdn.$90,000,000, and (ii) for all other purposes, Cdn.$75,000,000. “Preferred Equity ECF Payments” means, collectively, the following payments to the holders of the Class A Preferred Equity: (i) on September 30, 2023, payment to the holders of the Class A Preferred Equity in an amount equal to thesum of (A) the Excess Liquidity Amount as at June 30, 20234 in excess of the Initial 2023 Lender ShortfallAmount; provided that such excess shall not exceed Cdn.$45,000,000 and (B) to the extent such excess exceeds $45,000,000 (the “2023 Excess Amount”), 50% of the 2023 Excess Amount4 (the “2023 Preferred Equity ECF Payment”), provided that the 2023 Preferred Equity ECF Payment will be subject to and limitedby a requirement of pro-forma minimum Liquidity of $90,000,000 as at June 30, 20234,5 and as a t Septembe r 30, 20235; an d (ii) on September 30, 2024, payment to the holders of the Class A Preferred Equity in an amount equal to thesum of (A) the Excess Liquidity Amount as at June 30, 20246 in excess of the Initial 2024 Lender ShortfallAmount; provided that such excess shall not exceed the Total 2024 Preferred Equity Payment Amount an d (B) to the extent such Excess Liquidity Amount exceeds the sum of (I) the Initial 2024 Lender ShortfallAmount, and (II) the Total 2024 Preferred Equity Payment Amount (the “2024 Excess Amount”), 50% o f the 2024 Excess Amount6 (the “2024 Preferred Equity ECF Payment”), provided that the 2024 Preferred Equity ECF Payment will be subject to and limited by a requirement of pro-forma minimum Liquidity o f $75,000,000 as at June 30, 20245,6 and as at Septembe r 30, 20245. “Purchaser Sponsor” has the meaning given to such term in the Support Agreement in effect on the date hereof. “Total 2023 Lender Shortfall Amount” means an amount, if any, by which (i) the sum of (a) the Excess Liquidity Amount as at March 31, 2023 and (b) the Excess Liquidity Amount as at June 30, 2023 is less than (ii) Cdn.$45,000,000. “Total 2024 Lender Commitment Reduction Amount” means an amount equal to the sum of (i) the Total 2023 Lender Shortfall Amount, and (ii) Cdn.$35,000,000. “Total 2024 Preferred Equity Payment Amount” means an amount equal to the sum of (i) the 2023 Preferred Equity Shortfall Amount and (ii) Cdn.$35,000,000. “Transaction Agreement” has the meaning given to such term in the Support Agreement. 4 After reducing the Lender Facility Commitment by the June 2023 Facility Reduction. 5 And other restrictions set out in Negative Covenants section (viii)(b). 6 After reducing the Lender Facility Commitment Amount by the June 2024 Facility Reduction.

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Exhibit B Intercreditor Agreement Term Sheet (See Exhibit 4 to the Stalking Horse Transaction Term Sheet)

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EXHIBIT 2 Form of SISP Order

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Court File No. CV-21-00658423-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE MR. JUSTICE MCEWEN ) ) ) ●, THE ● DAY OF ●, 2022 IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF JUST ENERGY GROUP INC., JUST ENERGY CORP., ONTARIO ENERGY COMMODITIES INC., UNIVERSAL ENERGY CORPORATION, JUST ENERGY FINANCE CANADA ULC, HUDSON ENERGY CANADA CORP., JUST MANAGEMENT CORP., 11929747 CANADA INC., 12175592 CANADA INC., JE SERVICES HOLDCO I INC., JE SERVICES HOLDCO II INC., 8704104 CANADA INC., JUST ENERGY ADVANCED SOLUTIONS CORP., JUST ENERGY (U.S.) CORP., JUST ENERGY ILLINOIS CORP., JUST ENERGY INDIANA CORP., JUST ENERGY MASSACHUSETTS CORP., JUST ENERGY NEW YORK CORP., JUST ENERGY TEXAS I CORP., JUST ENERGY, LLC, JUST ENERGY PENNSYLVANIA CORP., JUST ENERGY MICHIGAN CORP., JUST ENERGY SOLUTIONS INC., HUDSON ENERGY SERVICES LLC, HUDSON ENERGY CORP., INTERACTIVE ENERGY GROUP LLC, HUDSON PARENT HOLDINGS LLC, DRAG MARKETING LLC, JUST ENERGY ADVANCED SOLUTIONS LLC, FULCRUM RETAIL ENERGY LLC, FULCRUM RETAIL HOLDINGS LLC, TARA ENERGY, LLC, JUST ENERGY MARKETING CORP., JUST ENERGY CONNECTICUT CORP., JUST ENERGY LIMITED, JUST SOLAR HOLDINGS CORP. AND JUST ENERGY (FINANCE) HUNGARY ZRT. (each, an “Applicant”, and collectively, the “Applicants”) SISP APPROVAL ORDER THIS MOTION, made by the Applicants (together, the Applicants and the partnerships listed on Schedule “A” hereto, the “Just Energy Entities”), pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C- 36, as amended, for an order, inter alia, approving the Sale and Investment Solicitation Process in respect of the Just Energy Entities attached hereto as Schedule “B” (the “SISP”) and certain related relief, was heard this day by judicial videoconference via Zoom in Toronto, Ontario due to the COVID-19 pandemic.

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2 ON READING the affidavit of Michael Carter sworn ●, 2022 and the Exhibits thereto (the “● Carter Affidavit”), the ● report of FTI Consulting Canada Inc. (the “● Report”), in its capacity as monitor (the “Monitor”), dated ●, 2022, and on hearing the submissions of counsel for the Just Energy Entities, the Monitor, the Sponsor (as hereinafter defined), and such other counsel who were present, no one else appearing although duly served as appears from the affidavit of service of ● sworn ●, 2022. SERVICE AND DEFINITIONS 1. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion Record is hereby abridged and validated so that this Motion is properly returnable today and hereby dispenses with further service thereof. 2. THIS COURT ORDERS that capitalized terms used in this Order and not otherwise defined herein shall have the meanings ascribed to them in the SISP, the Second Amended and Restated Initial Order of this Court dated May 26, 2021 (the “Second ARIO”), or the Support Agreement attached as Exhibit “●” to the ● Carter Affidavit (the “Support Agreement”), as applicable. SALES AND INVESTMENT SOLICITATION PROCESS 3. THIS COURT ORDERS that the SISP is hereby approved and the Just Energy Entities are hereby authorized to implement the SISP pursuant to the terms thereof. The Just Energy Entities, the Monitor and the Financial Advisor are hereby authorized and directed to perform their respective obligations and to do all things reasonably necessary to perform their obligations thereunder. 4. THIS COURT ORDERS that the Monitor and the Financial Advisor, and their respective affiliates, partners, directors, employees, and agents and controlling persons shall have no liability with respect to any and all losses, claims, damages or liabilities of any nature or kind to any person in connection with or as a result of the SISP, except to the extent of losses, claims, damages or liabilities that arise or result from the gross negligence or wilful misconduct of the Monitor or Financial Advisor, as applicable, in performing their obligations under the SISP, as determined by this Court.

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3 SUPPORT AGREEMENT 5. THIS COURT ORDERS that the Support Agreement is hereby approved and the Just Energy Entities are authorized and empowered to enter into the Support Agreement, nunc pro tunc, subject to such minor amendments as may be consented to by the Monitor and as may be acceptable to each of the parties thereto, and are authorized, empowered and directed to take all steps and actions in respect of, and to comply with all of their obligations pursuant to, the Support Agreement. 6. THIS COURT ORDERS that, notwithstanding the stay of proceedings imposed by the Second ARIO, a counterparty to the Support Agreement may exercise any termination right that may become available to such counterparty pursuant to the Support Agreement, provided that such termination right must be exercised pursuant to and in accordance with the Support Agreement. STALKING HORSE TRANSACTION AGREEMENT 7. THIS COURT ORDERS that Just Energy Group Inc. (“Just Energy”) is hereby authorized and empowered to enter into the stalking horse transaction agreement (the “Stalking Horse Transaction Agreement”) dated as of August 4, 2022, between Just Energy and LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC, OC II LVS XIV LP, OC III LFE I LP, and CBHT Energy I LLC (collectively, the “Sponsor”) and attached as Exhibit “●” to the ● Carter Affidavit, nunc pro tunc, and such minor amendments as may be acceptable to each of the parties thereto, with the approval of the Monitor and subject to the terms of the Support Agreement; provided that, nothing herein approves the sale and the vesting of any Property to the Sponsor (or any of its designees) pursuant to the Stalking Horse Transaction Agreement and that the approval of any sale and vesting of any such Property shall be considered by this Court on a subsequent motion made to this Court if the Stalking Horse Transaction is the Successful Bid pursuant to the SISP.

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4 8. THIS COURT ORDERS that, as soon as reasonably practicable following Just Energy (a) entering into any amendment to the Stalking Horse Transaction Agreement permitted pursuant to the terms of this Order; or (b) agreeing upon the final Implementation Steps (as defined in the Stalking Horse Transaction Agreement), the Just Energy Entities shall, in each such case, (i) file a copy thereof with this Court, (ii) serve a copy thereof on the Service List, and (iii) provide a copy thereof to each SISP Participant (as hereinafter defined), excluding from the public record any confidential information that Just Energy and the Sponsor, with the consent of the Monitor, agree should be redacted. BID PROTECTIONS 9. THIS COURT ORDERS that the Break-Up Fee is hereby approved and Just Energy is hereby authorized and directed to pay the Break-Up Fee to the Sponsor (or as it may direct) in the manner and circumstances described in the Stalking Horse Transaction Agreement. 10. THIS COURT ORDERS that the Sponsor shall be entitled to the benefit of and is hereby granted a charge (the “Bid Protections Charge”) on the Property, which charge shall not exceed US$14,660,000, as security for payment of the Break-Up Fee in the manner and circumstances described in the Stalking Horse Transaction Agreement.

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5 11. THIS COURT ORDERS that Paragraphs 53, 54 and 56 of the Second ARIO shall be, and are hereby, amended in the manner detailed below: (a) Para g raph 53 of the Second ARIO shall be amended as follows: THIS COURT ORDERS that the priorities of the Administration Charge, the FA Charge, the Directors’ Charge, the KERP Charge, the DIP Lenders’ Charge, the Priority Commodity/ISO Charge, the Cash Management Charge and the Bid Protections Charge (as defined in the Order in these proceedings dated ●, 2022), as among them, shall be as follows: First – Administration Charge and FA Charge (to the maximum amount of C$3,000,000 and C$8,600,000, respectively), on a pari passu basis; Second – Directors’ Charge (to the maximum amount of C$44,100,000); Third – KERP Charge (to the maximum amounts of C$2,012,100 and US$3,876,024); Fourth – DIP Lenders’ Charge (to the maximum amount of the Obligations (as defined in the DIP Term Sheet) owing thereunder at the relevant time) and the Priority Commodity/ISO Charge, on a pari passu basis; Fifth – Cash Management Charge; and Sixth – Bid Protections Charge (in the amount of US$14,660,000). (b) Para g raph 54 of the Second ARIO shall be amended as follows: THIS COURT ORDERS that the filing, registration or perfection of the Administration Charge, the FA Charge, the Directors’ Charge, the KERP Charge, the DIP Lenders’ Charge, the Priority Commodity/ISO Charge the Cash Management Charge, or the Bid Protections Charge (collectively, the “Charges”) shall not be required, and that the Charges shall be valid and enforceable for all purposes, including as against any right, title or interest filed, registered, recorded or perfected subsequent to the Charges coming into existence, notwithstanding any such failure to file, register, record or perfect.

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6 (c) Para g raph 56 of the Second ARIO shall be amended as follows: THIS COURT ORDERS that except as otherwise expressly provided for herein, or as may be approved by this Court on notice to parties in interest, the Just Energy Entities shall not grant any Encumbrances over any Property that rank in priority to, or pari passu with, any of the Charges unless the Just Energy Entities also obtain the prior written consent of the Monitor, the DIP Agent on behalf of the DIP Lenders and the beneficiaries of the Administration Charge, the FA Charge, the Directors’ Charge, the KERP Charge, the Priority Commodity/ISO Charge, the Cash Management Charge and the Bid Protections Charge or further Order of this Court. PIPEDA 12. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Monitor, the Just Energy Entities and their respective advisors are hereby authorized and permitted to disclose and transfer to prospective SISP participants (each, a “SISP Participant”) and their advisors personal information of identifiable individuals but only to the extent desirable or required to negotiate or attempt to complete a transaction pursuant to the SISP (a “Transaction”). Each SISP Participant to whom such personal information is disclosed shall maintain and protect the privacy of such information and limit the use of such information to its evaluation for the purpose of effecting a Transaction, and if it does not complete a Transaction, shall return all such information to the Monitor or the Just Energy Entities, or in the alternative destroy all such information and provide confirmation of its destruction if requested by the Monitor or the Just Energy Entities. Any Successful Party shall maintain and protect the privacy of such information and, upon closing of the Transaction(s) contemplated in the Successful Bid(s), shall be entitled to use the personal information provided to it that is related to the Business and/or Property acquired pursuant to the SISP in a manner that is in all material respects identical to the prior use of such information by the Just Energy Entities, and shall return all other personal information to the Monitor or the Just Energy Entities, or ensure that all other personal information is destroyed and provide confirmation of its destruction if requested by the Monitor or the Just Energy Entities.

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7 THIRD KEY EMPLOYEE RETENTION PLAN 13. THIS COURT ORDERS that the Third KERP, as described in the ● Carter Affidavit and attached as Confidential Exhibit “●” thereto, is hereby approved and the Just Energy Entities are authorized to make payments contemplated thereunder in accordance with the terms and conditions of the Third KERP. 14. THIS COURT ORDERS that the Just Energy Entities, in consultation with the Monitor, are authorized and empowered to reallocate funds under the Third KERP originally allocated to Key Employees who have resigned, or will resign, from their employment with the Just Energy Entities, or who have declined, or will decline, to receive payments(s) under the Third KERP, to remaining Key Employees or other employees of the Just Energy Entities that the Just Energy Entities, in consultation with the Monitor, identify as critical to their ongoing business. 15. THIS COURT ORDERS that the KERP Charge established at paragraph 24 of the Second ARIO shall apply equally to, and secure, any remaining payments under the KERP and the Second KERP (as defined in the Order of this Court dated November 10, 2021) to the Key Employees and the payments contemplated to the Key Employees referred to in the Third KERP. STAY EXTENSION 16. THIS COURT ORDERS that the Stay Period is hereby extended until and including October 31, 2022.

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8 APPROVAL OF MONITOR’S REPORTS 17. THIS COURT ORDERS that the activities and conduct of the Monitor prior to the date hereof in relation to the Just Energy Entities and these CCAA proceedings are hereby ratified and approved. 18. THIS COURT ORDERS that each of the Tenth Report of the Monitor dated May 18, 2022, the Supplement to the Tenth Report of the Monitor dated June 1, 2022, and the ● Report be and are hereby approved. 19. THIS COURT ORDERS that only the Monitor, in its personal capacity and only with respect to its own personal liability, shall be entitled to rely upon or utilize in any way the approvals set forth in paragraphs 17 and 18 of this Order. GENERAL 20. THIS COURT ORDERS that Confidential Exhibits “●” and “●” to the ● Carter Affidavit shall be and is hereby sealed, kept confidential and shall not form part of the public record pending further Order of this Court. 21. THIS COURT ORDERS that this Order shall have full force and effect in all provinces and territories in Canada. 22. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal and regulatory or administrative bodies, having jurisdiction in Canada or in the United States of America, including the United States Bankruptcy Court for the Southern District of Texas overseeing the Just Energy Entities’ proceedings under Chapter 15 of the Bankruptcy Code in Case No. 21-30823 (MI), or in any other foreign jurisdiction, to give effect to this Order and to assist the Just Energy Entities, the Monitor, and their respective agents in carrying out the terms of this Order. All courts, tribunals and regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Just Energy Entities and the Monitor, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Just Energy Entities and the Monitor and their respective agents in carrying out the terms of this Order.

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SCHEDULE “A” Partnerships: • JUST ENERGY ONTARIO L.P. • JUST ENERGY MANITOBA L.P. • JUST ENERGY (B.C.) LIMITED PARTNERSHIP • JUST ENERGY QUÉBEC L.P. • JUST ENERGY TRADING L.P. • JUST ENERGY ALBERTA L.P. • JUST GREEN L.P. • JUST ENERGY PRAIRIES L.P. • JEBPO SERVICES LLP • JUST ENERGY TEXAS LP

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SCHEDULE “B” SALE AND INVESTMENT SOLICITATION PROCESS (See Attached)

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IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMEN T A C T , R.S.C. 1985, C. C-36, AS AMENDED Court File No: CV-21-00658423-00CLAND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF JUST ENERGY GROUPINC., et al. Ontario SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Proceedin g commenced at Toronto SISP APPROVAL ORDER OSLER, HOSKIN & HARCOURT, LLP P.O. Box 50, 1 First Canadian Place Toronto, ON M5X 1B8 Marc Wasserman (LSO# 44066M) Michael De Lellis (LSO# 48038U) Jeremy Dacks (LSO# 41851R) Tel: (416) 362-2111 Fax: (416) 862-6666 Law y ers for the Just Ener gy Entities

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EXHIBIT 3 Form of Vesting Order

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Court File No. CV-21-00658423-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST THE HONOURABLE MR. ) ●, THE ● ) JUSTICE MCEWEN ) DAY OF ● IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF JUST ENERGY GROUP INC., JUST ENERGY CORP., ONTARIO ENERGY COMMODITIES INC., UNIVERSAL ENERGY CORPORATION, JUST ENERGY FINANCE CANADA ULC, HUDSON ENERGY CANADA CORP., JUST MANAGEMENT CORP., 11929747 CANADA INC., 12175592 CANADA INC., JE SERVICES HOLDCO I INC., JE SERVICES HOLDCO II INC., 8704104 CANADA INC., JUST ENERGY ADVANCED SOLUTIONS CORP., JUST ENERGY (U.S.) CORP., JUST ENERGY ILLINOIS CORP., JUST ENERGY INDIANA CORP., JUST ENERGY MASSACHUSETTS CORP., JUST ENERGY NEW YORK CORP., JUST ENERGY TEXAS I CORP., JUST ENERGY, LLC, JUST ENERGY PENNSYLVANIA CORP., JUST ENERGY MICHIGAN CORP., JUST ENERGY SOLUTIONS INC., HUDSON ENERGY SERVICES LLC, HUDSON ENERGY CORP., INTERACTIVE ENERGY GROUP LLC, HUDSON PARENT HOLDINGS LLC, DRAG MARKETING LLC, JUST ENERGY ADVANCED SOLUTIONS LLC, FULCRUM RETAIL ENERGY LLC, FULCRUM RETAIL HOLDINGS LLC, TARA ENERGY, LLC, JUST ENERGY MARKETING CORP., JUST ENERGY CONNECTICUT CORP., JUST ENERGY LIMITED, JUST SOLAR HOLDINGS CORP. AND JUST ENERGY (FINANCE) HUNGARY ZRT. (each, an “Applicant”, and collectively, the “Applicants”)

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2 APPROVAL AND VESTING ORDER THIS MOTION, made by the Applicants (together, the Applicants and the partnerships listed on Schedule “A” hereto, the “Just Energy Entities”), pursuant to the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C- 36, as amended (the “CCAA”), for an order, inter alia, (i) approving the Transaction Agreement (the “Transaction Agreement”) between Just Energy Group Inc. (“Just Energy”) and LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC, OC II LVS XIV LP, OC III LFE I LP, and CBHT Energy I LLC (collectively, the “Sponsor”) dated ●, 2022 and attached as Exhibit “●” to the affidavit of Michael Carter sworn ●, 2022 (the “● Carter Affidavit”) and the transactions contemplated therein (collectively, the “Transactions”), including the Implementation Steps (as defined in the Transaction Agreement), (ii) adding ● (“Residual Co. 1”) and ● (“Residual Co. 2”) as Applicants to these CCAA proceedings, (iii) vesting in and to Residual Co. 1 and/or Residual Co. 2, as applicable, absolutely and exclusively, all of the right, title and interest of the Just Energy Entities not listed on Schedule 2.2(f) of the Transaction Agreement (the “Acquired Entities”) in and to the Excluded Assets, the Excluded Contracts and the Excluded Liabilities (each as defined in the Transaction Agreement), (iv) discharging Claims and Encumbrances, other than the Permitted Encumbrances, against the Acquired Entities and the Retained Assets (as hereinafter defined), (v) authorizing and directing Just Energy (U.S.) Corp. (“JEUS”) to issue the Purchased Interests (as defined in the Transaction Agreement), and vesting all of the right, title and interest in and to the Purchased Interests absolutely and exclusively in and to the Sponsor, free and clear of any Encumbrances, (vi) authorizing and directing Just Energy to file the Articles of Reorganization (as defined in the Transaction Agreement), (vii) terminating and cancelling or redeeming the Subject Interests (as hereinafter defined) for no consideration (as provided for in the Implementation Steps), and (viii) granting certain related relief, was heard this day by judicial video conference via Zoom in Toronto, Ontario due to the COVID-19 pandemic. ON READING the Notice of Motion of the Applicants, the ● Carter Affidavit, the ● report of FTI Consulting Canada Inc. (“FTI”), in its capacity as monitor (the “Monitor”), dated ●, 2022, and on hearing the submissions of counsel for the Just Energy Entities, the Monitor, the Sponsor, the Credit Facility Agent, as administrative agent for the Credit Facility Lenders, and such other counsel as were present, no one else appearing although duly served as appears from the affidavit of service of ● sworn ●, 2022: SERVICE AND DEFINITIONS 1. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion Record herein is hereby abridged and validated so that this Motion is properly returnable today and hereby dispenses with further service thereof.

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3 2. THIS COURT ORDERS that all capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Second Amended and Restated Initial Order of this Court dated May 26, 2021 (the “Initial Order”), the support agreement attached as Exhibit “●” to the ● Carter Affidavit (the “Support Agreement”), or the Transaction Agreement, as applicable. APPROVAL AND VESTING 3. THIS COURT ORDERS AND DECLARES that, without derogating in any way from the relief contained in the SISP Approval Order of this Court dated ●, 2022 (the “SISP Approval Order”), the Transaction Agreement and the Transactions (including the Implementation Steps) are hereby approved and the execution of the Transaction Agreement by Just Energy is hereby authorized and approved, with such minor amendments as Just Energy and the Sponsor may deem necessary, with the approval of the Monitor and subject to the terms of the Support Agreement. The Just Energy Entities are hereby authorized and directed to perform their obligations under the Transaction Agreement, including the filing of the Articles of Reorganization, the issuance of the Purchased Interests and the termination and cancellation or redemption of the Subject Interests (as provided for in the Implementation Steps), and to take such additional steps and execute such additional documents (including the Closing Documents) as may be necessary or desirable for the completion of the Transactions. 4. THIS COURT ORDERS AND DECLARES that this Order shall constitute the only authorization required by the Just Energy Entities to proceed with the Transactions and that no shareholder or other approval shall be required in connection therewith.

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4 5. THIS COURT ORDERS AND DECLARES that, upon the delivery of the Monitor’s certificate (the “Monitor’s Certificate”) to the Sponsor, substantially in the form attached as Schedule “B” hereto, the following shall occur and shall be deemed to have occurred in the sequence set out in the Implementation Steps:1 (a) the Just Energy Entities shall be and are hereby forever released and discharged from the BPCommodity/ISO Services Claim, including all amounts and obligations owing by the Just Energ y Entities in connection therewith, and all related Claims and Encumbrances are hereby expunged anddischar g ed; (b) (i) with respect to the Acquired Entities not formed or incorporated under the laws of the Unite d States (the “Non-US Acquired Entities”), all of the Non-US Acquired Entities’ right, title an d interest in and to their respective Excluded Assets shall vest absolutely and exclusively in ResidualCo. 1, and (ii) with respect to the Acquired Entities formed or incorporated under the laws of theUnited States (the “US Acquired Entities”), all of the US Acquired Entities’ right, title and interes t in and to their respective Excluded Assets shall vest absolutely and exclusively in Residual Co. 2,and, in each case, all applicable Claims and Encumbrances shall continue to attach to such Exclude d Assets with the same nature and priorit y as the y had immediatel y prior to their transfer; (c) all Excluded Contracts and Excluded Liabilities (which, for certainty includes all debts, liabilities,obligations, indebtedness, contracts, leases, agreements, and undertakings of any kind or nature whatsoever, whether direct or indirect, known or unknown, absolute or contingent, accrued o r unaccrued, liquidated or unliquidated, matured or unmatured or due or not yet due, in law or equity and whether based in statute or otherwise) of the Non-US Acquired Entities and the US Acquire d Entities (in each case, other than the Assumed Liabilities) shall be transferred to, assumed by andvest absolutely and exclusively in, Residual Co. 1 and Residual Co. 2, respectively, such that allExcluded Contracts and Excluded Liabilities shall become obligations of Residual Co. 1 an d Residual Co. 2, as applicable, and shall no longer be obligations of any of the Acquired Entities, andthe Acquired Entities and all of their remaining assets, licenses, undertakings and properties of ever y nature and kind whatsoever and wherever situate (collectively, the “Retained Assets”) shall be and are hereby forever released and discharged from all Excluded Contracts and Excluded Liabilities, and all related Claims and Encumbrances, other than the permitted encumbrances, easements an d restrictive covenants affecting or relating to the Retained Assets listed on Schedule “C” (the “Permitted Encumbrances”), are hereb y expun g ed and dischar g ed as a g ainst the Retained Assets; 1 This paragraph including the order of sequencing will be updated as applicable to reflect the agreed upon Implementation Steps.

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5 (d) (i) all right, title and interest in and to the Purchased Interests issued by JEUS to the Sponsor shallvest absolutely and exclusively in the Sponsor free and clear of and from any and all securityinterests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or othe r financial or monetary claims, whether or not they have attached or been perfected, registered or file d and whether secured, unsecured or otherwise (collectively, the “Claims”) including, withou t limiting the generality of the foregoing: (x) any encumbrances or charges created by the InitialOrder, the SISP Approval Order, or any other Order of this Court, and (y) all charges, security interests or claims evidenced by registrations pursuant to the Personal Property Security Ac t (Ontario) or any other personal property registry system (all of which are collectively referred to asthe “Encumbrances”, which term shall not include the Permitted Encumbrances) and, for greate r certainty, this Court orders that all of the Encumbrances affecting or relating to the Purchase d Interests are hereby expunged and discharged as against the Purchased Interests, and (ii) all Assumed Liabilities which are to be assumed by the Sponsor pursuant to the Transaction Agreement shall be and are hereby assigned to, assumed by and shall vest absolutely and exclusively in theSponsor; (e) all equity interests of Just Energy and JEUS existing prior to the commencement of theImplementation Steps (for greater certainty, other than the Purchased Interests), as well as alloptions, conversion privileges, equity- b ased awards, warrants, securities, debentures, loans, notesor other rights, agreements or commitments of any character whatsoever that are held by any Person (as hereinafter defined) and are convertible or exchangeable for any securities of Just Energy o r JEUS or which require the issuance, sale or transfer by Just Energy or JEUS, of any shares or othe r securities of Just Energy or JEUS, as applicable, or otherwise evidencing a right to acquire thePurchased Interests and/or the share capital of Just Energy or JEUS, or otherwise relating thereto(collectively, the “Subject Interests”), shall be deemed terminated and cancelled or redeemed as p rovided in the Implementation Steps; an d (f) the Acquired Entities shall and shall be deemed to cease to be Applicants in these CCAA p roceedings, and the Acquired Entities shall be deemed to be released from the purview of the InitialOrder and all other Orders of this Court granted in respect of these CCAA proceedings, save an d except for this Order the provisions of which (as they relate to the Acquired Entities) shall continueto appl y in all respects.

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6 6. THIS COURT ORDERS AND DIRECTS the Monitor to (a) provide a copy of the Monitor’s Certificate to the parties to the Support Agreement at the same time as its delivery to the Sponsor; and (b) file with this Court a copy of the Monitor’s Certificate forthwith after delivery thereof in connection with the Transactions. 7. THIS COURT ORDERS that the Monitor may rely on written notice from Just Energy and the Sponsor regarding the satisfaction or waiver of conditions to closing under the Transaction Agreement and shall have no liability with respect to delivery of the Monitor’s Certificate. 8. THIS COURT ORDERS that for the purposes of determining the nature and priority of Claims, from and after the Effective Time (as defined in the Monitor’s Certificate), subject to the payment of the Priority Payments (as hereinafter defined) and the funding of the Administrative Expense Amount, all Claims and Encumbrances released, expunged and discharged pursuant to paragraph 5 hereof, including as against the Acquired Entities, the Retained Assets and the Purchased Interests, shall attach to (a) the net proceeds remaining (the “Remaining Proceeds”), if any, realized from the Cash Purchase Price and transferred to Residual Co. 1 or Residual Co. 2 and (b) the Excluded Assets, in each case, with the same nature and priority as they had immediately prior to the Transactions, as if the Transactions had not occurred. 9. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Just Energy Entities or the Monitor, as the case may be, are authorized, permitted and directed to, at the Effective Time, disclose to the Sponsor all human resources and payroll information in the Acquired Entities’ records pertaining to past and current employees of the Acquired Entities. The Sponsor shall maintain and protect the privacy of such information in accordance with applicable law and shall be entitled to use the personal information provided to it in a manner which is in all material respects identical to the prior use of such information by the Just Energy Entities prior to the Effective Time.

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7 10. THIS COURT ORDERS AND DECLARES that, at the Effective Time and without limiting the provisions of paragraph 5 hereof, the Sponsor and the Acquired Entities shall be deemed released from any and all claims, liabilities (direct, indirect, absolute or contingent) or obligations with respect to any Taxes (including penalties and interest thereon) of, or that relate to, the Just Energy Entities (provided, as it relates to the Sponsor and the Acquired Entities, such release shall not apply to (a) Taxes in respect of the business and operations conducted by the Acquired Entities after the Effective Time; or (b) Taxes expressly assumed as Assumed Liabilities pursuant to the Transaction Agreement), including, without limiting the generality of the foregoing, all Taxes that could be assessed against the Sponsor or the Acquired Entities (including its affiliates and any predecessor corporations) pursuant to section 160 of the Income Tax Act (Canada) (the “Tax Act”), or proposed section 160.01 of the Tax Act, including as a result of any future amendments or proposed amendments to such provisions or related provisions, or any provincial equivalent, in connection with the Just Energy Entities. 11. THIS COURT ORDERS that, except to the extent expressly contemplated by the Transaction Agreement (and, for greater clarity, excluding Contracts relating to Assumed Liabilities, including the Credit Facility Documents), all Contracts to which any of the Acquired Entities are a party upon delivery of the Monitor’s Certificate will be and remain in full force and effect upon and following delivery of the Monitor’s Certificate and no individual, firm, corporation, governmental body or agency, or any other entity (all of the foregoing, collectively being “Persons” and each being a “Person”) who is a party to any such arrangement may accelerate, terminate, rescind, refuse to perform or otherwise repudiate its obligations thereunder, or enforce or exercise any right (including any right of set-off, dilution or other remedy) or make any demand under or in respect of any such arrangement and no automatic termination will have any validity or effect, by reason of:

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8 (a) any event that occurred on or prior to the Effective Time and is not continuing that would haveentitled such Person to enforce those rights or remedies (including defaults or events of defaultarisin g as a result of the insolvenc y of an y Just Ener gy Entit y ); (b) the insolvency of any Just Energy Entity or the fact that the Just Energy Entities sought or obtainedrelief under the CCAA; (c) any compromises, releases, discharges, cancellations, transactions, arrangements, reorganizationsor other steps taken or effected pursuant to the Transaction Agreement, the Transactions or the p rovisions of this Order, or an y other Order of this Court in these CCAA proceedin g s; o r (d) any transfer or assignment, or any change of control of the Acquired Entities arising from theimplementation of the Transaction A gr eement, the Transactions or the provisions of this Order. 12. THIS COURT ORDERS, for greater certainty, that (a) nothing in paragraph 11 hereof shall waive, compromise or discharge any obligations of the Acquired Entities or the Sponsor in respect of any Assumed Liabilities; (b) the designation of any Claim as an Assumed Liability is without prejudice to the Acquired Entities’ and the Sponsor’s right to dispute the existence, validity or quantum of any such Assumed Liability; and (c) nothing in this Order or the Transaction Agreement shall affect or waive the Acquired Entities’ or Sponsor’s rights and defences, both legal and equitable, with respect to any Assumed Liability, including, but not limited to, all rights with respect to entitlements to set-offs or recoupments against such Assumed Liability.

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9 13. THIS COURT ORDERS that, from and after the Effective Time, all Persons shall be deemed to have waived any and all defaults of any Just Energy Entity then existing or previously committed by any Just Energy Entity, or caused by any Just Energy Entity, directly or indirectly, or noncompliance with any covenant, warranty, representation, undertaking, positive or negative pledge, term, provision, condition or obligation, expressed or implied, in any Contract, existing between such Person and any Acquired Entity directly or indirectly from the filing by the Applicants under the CCAA and the implementation of the Transactions, including without limitation any of the matters or events listed in paragraph 11 hereof, and any and all notices of default and demands for payment or any step or proceeding taken or commenced in connection therewith under a Contract shall be deemed to have been rescinded and of no further force or effect; provided that, nothing herein shall be deemed to excuse the Sponsor or the Just Energy Entities from performing their obligations under, or be a waiver of defaults by the Sponsor or Just Energy under, the Transaction Agreement and the related agreements and documents, or affect the validity of the Implementation Steps. 14. THIS COURT ORDERS that, from and after the Effective Time, any and all Persons shall be and are hereby forever barred, estopped, stayed and enjoined from commencing, taking, applying for or issuing or continuing any and all steps or proceedings, whether directly, derivatively or otherwise, and including without limitation, administrative hearings and orders, declarations and assessment, commenced, taken or proceeded with or that may be commenced, taken or proceeded with against the Sponsor or the Acquired Entities relating in any way to or in respect of any Excluded Assets, Excluded Contracts or Excluded Liabilities and any other claims, obligations and other matters which are waived, released, expunged or discharged pursuant to this Order.

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10 15. THIS COURT ORDERS that, from and after the Effective Time: (a) the nature of the Assumed Liabilities assumed by the Sponsor or retained by the Acquired Entities,including, without limitation, their amount and their secured or unsecured status, shall not beaffecte d or altered as a result of the Transactions or this Order; (b) the nature of the Excluded Liabilities, including, without limitation, their amount and their secure d or unsecured status, shall not be affected or altered as a result of their transfer to Residual Co. 1 andResidual Co. 2, as applicable; (c) any Person that prior to the Effective Time had a valid right or claim against the Acquired Entitiesunder or in respect of any Excluded Contract or Excluded Liability (each an “Excluded Liabilit y Claim”) shall no longer have such right or claim against the Acquired Entities but will have anequivalent Excluded Liability Claim against Residual Co. 1 or Residual Co. 2, as applicable, in respect of the Excluded Contract and Excluded Liability from and after the Effective Time in its p lace and stead, and nothing in this Order limits, lessens or extinguishes the Excluded LiabilityClaim of an y Person as a g ainst Residual Co. 1 and/or Residual Co. 2; an d

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11 (d) the Excluded Liability Claim of any Person against Residual Co. 1 and/or Residual Co. 2 followingthe Effective Time shall have the same rights, priority and entitlement as such Excluded LiabilityClaim had a g ainst the applicable Acquired Entities prior to the Effective Time. 16. THIS COURT ORDERS AND DECLARES that, as of the Effective Time: (a) Residual Co. 1 and Residual Co. 2 shall be companies to which the CCAA applies; an d (b) Residual Co. 1 and Residual Co. 2 shall be added as Applicants in these CCAA proceedings and allreferences in any Order of this Court in respect of these CCAA proceedings to (i) an “Applicant” o r the “Applicants” shall refer to and include Residual Co. 1 and Residual Co. 2, mutatis mutandis, and (ii) “Property” shall include the current and future assets, licenses, undertakings and propertiesof every nature and kind whatsoever, and wherever situate, including all proceeds thereof, o f Residual Co. 1 and Residual Co. 2, including the Remaining Proceeds (the “Residual Co. Property”), and, for greater certainty, each of the Charges, shall constitute charges on the ResidualCo. Propert y . PRIORITY PAYMENTS 17. THIS COURT ORDERS AND DIRECTS that the Priority Payments Amount and the Cash Purchase Price, as necessary and as permitted by the Transaction Agreement, shall be distributed by Just Energy, on behalf of one or more of the Just Energy Entities, on the Closing Date consistent with the Implementation Steps, to satisfy the following obligations (collectively, the “Priority Payments”):

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12 (a) first, to the beneficiaries of the Administration Charge and FA Charge, the amounts necessary tosatisfy the Just Energy Entities’ obligations secured thereby up to the maximum respective amountssecured b y such char g es, in full and final satisfaction thereof; (b) second, to the beneficiaries of the KERP Charge, the amounts necessary to satisfy the Just EnergyEntities’ obligations secured thereby (if any) up to the maximum amount secured by such charge,in full and final satisfaction thereof; (c) third, on a pari passu b asis: (i) to the DIP Agent, for the benefit of the beneficiaries of the DIP Lenders’ Charge, an amoun t necessary to satisfy the Just Energy Entities’ obligations secured by such charge, in fulland final satisfaction thereof, an d (ii) to each Commodity Supplier, an amount necessary to satisfy such Commodity Supplier’sCommodity Supplier Claim that is an Accepted Claim (as defined in the Claims ProcedureOrder), in full and final satisfaction thereof; (d) fourth, to each Governmental Entity, an amount necessary to satisfy such Governmental Entity’sGovernment Priorit y Claim, in full and final satisfaction thereof; an d (e) fifth, to the Credit Facility Agent, in the currency that such Credit Facility Claim was originallydenominated, an amount equal to the Credit Facility Claim (less the Credit Facility Remaining Debt,if an y ), in full and final satisfaction thereof.

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13 18. THIS COURT ORDERS that, subject to completion of the Priority Payments set out in paragraph 17 hereof, the FA Charge, the Directors’ Charge, the KERP Charge, the DIP Lenders’ Charge and the Cash Management Charge shall be and are hereby terminated, released and discharged. 19. THIS COURT ORDERS that the Administrative Expense Amount held by the Monitor shall be subject to the Administration Charge, and any remaining portion thereof after payment of the Administrative Expense Costs shall be paid to Just Energy in accordance with the terms of the Transaction Agreement.

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14 RELEASES AND OTHER PROTECTIONS 20. THIS COURT ORDERS that, effective as of the Effective Time, (a) the current and former directors, officers, employees, legal counsel and advisors of the Just Energy Entities (or any of them); (b) the Monitor and its legal counsel; (c) the Sponsor and their respective current and former directors, officers, employees, legal counsel and advisors; and (d) the Credit Facility Agent and the Credit Facility Lenders, and their respective current and former directors, officers, employees, legal counsel and advisors (in such capacities, collectively, the “Released Parties”) shall be deemed to be forever irrevocably released by the Releasing Parties (as hereinafter defined) and discharged from any and all present and future claims (including, without limitation, claims for contribution or indemnity), liabilities, indebtedness, demands, actions, causes of action, counterclaims, suits, damages, judgments, executions, recoupments, debts, sums of money, expenses, accounts, liens, taxes, recoveries, and obligations of any nature or kind whatsoever (whether direct or indirect, known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured or due or not yet due, in law or equity and whether based in statute or otherwise) based in whole or in part on any act or omission, transaction, dealing or other occurrence existing or taking place on or prior to the Effective Time or undertaken or completed in connection with or pursuant to the terms of this Order in respect of, relating to, or arising out of (i) the Just Energy Entities, the business, operations, assets, property and affairs of the Just Energy Entities wherever or however conducted or governed, the administration and/or management of the Just Energy Entities, these CCAA proceedings and/or the Chapter 15 Cases, or (ii) the Transaction Agreement, the Closing Documents, the Support Agreement, the Definitive Documents, any agreement, document, instrument, matter or transaction involving the Just Energy Entities arising in connection with or pursuant to any of the foregoing, and/or the consummation of the Transactions (collectively, subject to the excluded matters below, the “Released Claims”), which Released Claims shall be deemed to be fully, finally, irrevocably and forever waived, discharged, released, cancelled and barred as against the Released Parties; provided that, nothing in this paragraph shall waive, discharge, release, cancel or bar (x) any claim that is not permitted to be released pursuant to section 5.1(2) of the CCAA, or (y) any obligations of any of the Released Parties under or in connection with the Transaction Agreement, the Closing Documents, the Support Agreement, the Definitive Documents, and/or any agreement, document, instrument, matter or transaction involving the Just Energy Entities arising in connection with or pursuant to any of the foregoing. “Releasing Parties” means any and all Persons (besides the Just Energy Entities and their respective current and former affiliates), and their current and former affiliates’ current and former members, directors, managers, officers, investment committee members, special committee members, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, participants, subsidiaries, affiliates, partners, limited partners, general partners, affiliated investment funds or investment vehicles, managed accounts or funds, and each of their respective current and former members, equity holders, officers, directors, managers, principals, members, management companies, advisory board members, investment fund advisors or managers, employees, agents, trustees, investment managers, financial advisors, partners, legal counsel, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such.

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15 21. THIS COURT ORDERS that, effective as of the Effective Time, the Released Parties shall be deemed to be forever irrevocably released by each of the Just Energy Entities and their respective current and former affiliates, and discharged from, any and all Released Claims held by the Just Energy Entities and such current and former affiliates as of the Effective Time, which Released Claims shall be deemed to be fully, finally, irrevocably and forever waived, discharged, released, cancelled and barred as against the Released Parties; provided that, nothing in this paragraph shall waive, discharge, release, cancel or bar (a) any claim that is not permitted to be released pursuant to section 5.1(2) of the CCAA; or (b) any obligations of any of the Released Parties under or in connection with the Transaction Agreement, the Closing Documents, the Support Agreement, the Definitive Documents, and/or any agreement, document, instrument, matter or transaction involving the Just Energy Entities arising in connection with or pursuant to any of the foregoing; provided further that, the releases set forth in this paragraph shall not include, nor limit or modify in any way, any claim (or any defenses) which any of the Just Energy Entities may hold or be entitled to assert against any Released Party as of the Effective Time relating to any contracts, leases, agreements, licenses, bank accounts or banking relationships, accounts receivable, invoices, or other ordinary course obligations which are remaining in effect following the Effective Time.

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16 22. THIS COURT ORDERS that, without affecting or limiting the releases set forth in paragraphs 20 and 21 hereof, effective as of the Effective Time, none of (a) the current and former directors, officers, employees, legal counsel and advisors of the Just Energy Entities (or any of them); (b) the Monitor and its legal counsel; (c) the Sponsor and their respective current and former directors, officers, employees, legal counsel and advisors; and (d) the Credit Facility Agent and the Credit Facility Lenders, and their respective current and former directors, officers, employees, legal counsel and advisors (in such capacities, collectively, the “Exculpated Parties”), shall have or incur, and each Exculpated Party is released and exculpated from, any Causes of Action (as hereinafter defined) against such Exculpated Party for any act or omission in respect of, relating to, or arising out of the Transaction Agreement, the Closing Documents, the Support Agreement, the Definitive Documents and/or the consummation of the Transactions, these CCAA proceedings, the Chapter 15 Cases, the formulation, preparation, dissemination, negotiation, filing or consummation of the Transaction Agreement, the Closing Documents, the Support Agreement, the Definitive Documents and all related agreements and documents, any transaction, contract, instrument, release, or other agreement or document created or entered into in connection with the Transactions, the pursuit of approval and consummation of the Transactions or the recognition thereof in the United States, and/or the transfer of assets and liabilities pursuant to this Order, except for Causes of Action related to any act or omission that is determined in a Final Order of a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence, but in all respects such Exculpated Parties shall be entitled to reasonably rely upon the advice of counsel with respect to their applicable duties and responsibilities. “Causes of Action” means any action, claim, cross-claim, third-party claim, damage, judgment, cause of action, controversy, demand, right, action, suit, obligation, liability, debt, account, defense, offset, power, privilege, license, lien, indemnity, interest, guaranty, or franchise of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, matured or unmatured, suspected or unsuspected, in contract or in tort, at law or in equity, or pursuant to any other theory of law or otherwise.

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17 23. THIS COURT ORDERS that all Persons are permanently and forever barred, estopped, stayed and enjoined, on and after the Effective Time, with respect to any and all claims or Cause of Actions released pursuant to this Order (including but not limited to the Released Claims), from (a) commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever (including, without limitation, any proceeding in a judicial, arbitral, administrative or other forum) against any of the Released Parties or Exculpated Parties; (b) enforcing, levying, attaching, collecting or otherwise recovering or enforcing by any manner or means, directly or indirectly, any judgment, award, decree or order against any of the Released Parties, the Exculpated Parties, or their respective property; (c) commencing, conducting, continuing or making in any manner, directly or indirectly, any action, suit, claim, demand or other proceeding of any nature or kind whatsoever (including any proceeding in a judicial, arbitral, administrative or other forum) against any Person who makes a claim or might reasonably be expected to make a claim, in any manner or forum, including by way of contribution or indemnity or other relief, against one or more of the Released Parties or the Exculpated Parties; (d) creating, perfecting, asserting or otherwise enforcing, directly or indirectly, any Encumbrance of any kind against the Released Parties, the Exculpated Parties, or their respective property; or (e) taking any actions to interfere with the consummation of the Transactions; and any such proceedings will be deemed to have no further effect against such parties and will be released, discharged or vacated without cost.

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18 24. THIS COURT ORDERS that, without affecting or limiting the releases set forth in paragraphs 20 and 21 hereof, effective as of the Effective Time, each Consenting Party (as hereinafter defined) shall be deemed to have consented and agreed to paragraphs 20 through 24 hereof. “Consenting Parties” means any Person who is, at the Effective Time, a party to the Support Agreement. 25. THIS COURT ORDERS that, notwithstanding: (a) the pendenc y of these CCAA proceedin g s; (b) any applications for a bankruptcy order now or hereafter issued p ursuant to the BIA in respect o f the Just Energy Entities, Residual Co. 1 or Residual Co. 2, and any bankruptcy order issued pursuan t to an y such applications; (c) any assignment in bankruptcy made in respect of any of the Just Energy Entities, Residual Co. 1 o r Residual Co. 2; o r (d) an y forei g n law equivalent of (b) or (c). the Transaction Agreement, the Closing Documents, the consummation of the Transactions (including without limitation the transfer and vesting of the Excluded Assets, the Excluded Contracts and the Excluded Liabilities in and to Residual Co. 1 and Residual Co. 2, as applicable, the transfer and vesting of the Purchased Interests in and to the Sponsor, the payment of the Priority Payments, and any payments by or to the Sponsor, the Just Energy Entities or the Monitor authorized herein or pursuant to the Transaction Agreement and the Closing Documents) shall be binding on any trustee in bankruptcy that may be appointed in respect of any of the Just Energy Entities, Residual Co. 1 and/or Residual Co. 2, and shall not be void or voidable by creditors of the Just Energy Entities, Residual Co. 1 or Residual Co. 2, as applicable, nor shall they constitute nor be deemed to be a fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue, or other reviewable transaction under the CCAA, the BIA or any other applicable federal or provincial legislation, nor shall they constitute oppressive or unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation.

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19 26. THIS COURT ORDERS that nothing in this Order, including the release of the Acquired Entities from the purview of these CCAA proceedings pursuant to paragraph 5(f) hereof and the addition of Residual Co. 1 and Residual Co. 2 as Applicants in these CCAA proceedings, shall affect, vary, derogate from, limit or amend, and FTI shall continue to have the benefit of, any and all rights and approvals and protections in favour of the Monitor at law or pursuant to the CCAA, the Initial Order, this Order, any other Orders in these CCAA proceedings or otherwise, including all approvals, protections and stays of proceedings in favour of FTI in its capacity as Monitor, all of which are expressly continued and confirmed. GENERAL 27. THIS COURT ORDERS that, having been advised of the provisions of Multilateral Instrument 61-101 “Protection of Minority Security Holders in Special Transactions” relating to the requirement for “minority” shareholder approval in certain circumstances, no meeting of shareholders or other holders of Equity Claims (as defined in the CCAA) in the Just Energy Entities is required to be held in respect of the Transactions and accordingly, there is no requirement to send any disclosure document related to the Transactions to such holders.

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20 28. THIS COURT ORDERS that, following the Effective Time, the Sponsor shall be authorized to take all steps as may be necessary to effect the discharge of the Claims and Encumbrances (other than the Permitted Encumbrances) as against the Purchased Interests, the Acquired Entities and the Retained Assets. 29. THIS COURT ORDERS that, following the Effective Time, the title of these proceedings is hereby changed to: IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF ● AND ● 30. THIS COURT DECLARES that this Order shall have full force and effect in all provinces and territories in Canada. 31. THIS COURT DECLARES that the Just Energy Entities shall be authorized to apply as they may consider necessary or desirable, with or without notice, to any other court or administrative body, whether in Canada, the United States or elsewhere, for orders which aid and complement this Order. All courts and administrative bodies of all such jurisdictions are hereby respectfully requested to make such orders and to provide such assistance to the Just Energy Entities and the Monitor as may be deemed necessary or appropriate for that purpose.

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21 32. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body, having jurisdiction in Canada or in the United States of America, including the United States Bankruptcy Court for the Southern District of Texas overseeing the Just Energy Entities’ proceedings under Chapter 15 of the Bankruptcy Code in Case No. 21-30823 (MI), to give effect to this Order and to assist the Just Energy Entities, the Monitor and their respective agents in carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Just Energy Entities and to the Monitor, as an officer of this Court, as may be necessary or desirable to give effect to this Order, to grant representative status to the Monitor in any foreign proceeding, or to assist the Just Energy Entities and the Monitor and their respective agents in carrying out the terms of this Order. 33. THIS COURT ORDERS that this Order and all of its provisions are effective as of 12:01 a.m. Prevailing Eastern Time on the date hereof; provided that, the transaction steps set out in paragraph 5 hereof shall be deemed to have occurred sequentially, one after the other, in the order set out in paragraph 5 hereof.

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SCHEDULE “A” PARTNERSHIPS • JUST ENERGY ONTARIO L.P. • JUST ENERGY MANITOBA L.P. • JUST ENERGY (B.C.) LIMITED PARTNERSHIP • JUST ENERGY QUÉBEC L.P. • JUST ENERGY TRADING L.P. • JUST ENERGY ALBERTA L.P. • JUST GREEN L.P. • JUST ENERGY PRAIRIES L.P. • JEBPO SERVICES LLP • JUST ENERGY TEXAS LP

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SCHEDULE “B” FORM OF MONITOR’S CERTIFICATE Court File No. CV-21-00658423-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF JUST ENERGY GROUP INC., JUST ENERGY CORP., ONTARIO ENERGY COMMODITIES INC., UNIVERSAL ENERGY CORPORATION, JUST ENERGY FINANCE CANADA ULC, HUDSON ENERGY CANADA CORP., JUST MANAGEMENT CORP., 11929747 CANADA INC., 12175592 CANADA INC., JE SERVICES HOLDCO I INC., JE SERVICES HOLDCO II INC., 8704104 CANADA INC., JUST ENERGY ADVANCED SOLUTIONS CORP., JUST ENERGY (U.S.) CORP., JUST ENERGY ILLINOIS CORP., JUST ENERGY INDIANA CORP., JUST ENERGY MASSACHUSETTS CORP., JUST ENERGY NEW YORK CORP., JUST ENERGY TEXAS I CORP., JUST ENERGY, LLC, JUST ENERGY PENNSYLVANIA CORP., JUST ENERGY MICHIGAN CORP., JUST ENERGY SOLUTIONS INC., HUDSON ENERGY SERVICES LLC, HUDSON ENERGY CORP., INTERACTIVE ENERGY GROUP LLC, HUDSON PARENT HOLDINGS LLC, DRAG MARKETING LLC, JUST ENERGY ADVANCED SOLUTIONS LLC, FULCRUM RETAIL ENERGY LLC, FULCRUM RETAIL HOLDINGS LLC, TARA ENERGY, LLC, JUST ENERGY MARKETING CORP., JUST ENERGY CONNECTICUT CORP., JUST ENERGY LIMITED, JUST SOLAR HOLDINGS CORP. AND JUST ENERGY (FINANCE) HUNGARY ZRT. (each, an “Applicant”, and collectively, the “Applicants”) MONITOR’S CERTIFICATE RECITALS 1. Pursuant to the Initial Order of the Honourable Justice Koehnen of the Ontario Superior Court of Justice (Commercial List) (the “Court”) dated March 9, 2021, the Applicants were granted protection from their creditors pursuant to the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended, and FTI Consulting Canada Inc. was appointed as the monitor (the “Monitor”).

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- 2 - 2. Pursuant to an Approval and Vesting Order of the Court dated ●, 2022 (the “Order”), the Court approved the transactions (the “Transactions”) contemplated by the Transaction Agreement (the “Transaction Agreement”) between Just Energy Group Inc. (“Just Energy”) and LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC, OC II LVS XIV LP, OC III LFE I LP, and CBHT Energy I LLC (collectively, the “Sponsor”) dated ●, 2022, and ordered, inter alia, (a) that all of the Acquired Entities’ right, title and interest in and to the Excluded Assets, the Excluded Contracts and the Excluded Liabilities shall vest absolutely and exclusively in and to Residual Co. 1 and/or Residual Co. 2, as applicable; (b) Just Energy (U.S.) Corp. to issue the Purchased Interests, and the vesting of all of the right, title and interest in and to the Purchased Interests absolutely and exclusively in and to the Sponsor, free and clear of any Encumbrances; (c) Just Energy to file the Articles of Reorganization; and (d) the termination and cancellation or redemption of the Subject Interests for no consideration (as provided for in the Implementation Steps). 3. Capitalized terms used but not defined herein have the meanings ascribed to them in the Order. THE MONITOR CERTIFIES the following: 4. The Monitor has received written confirmation from Just Energy, in form and substance satisfactory to the Monitor, that it has received the Cash Purchase Price from the Sponsor. 5. The Monitor has received written confirmation from the Sponsor and Just Energy, in form and substance satisfactory to the Monitor, that all conditions to closing have been satisfied or waived by the parties to the Transaction Agreement.

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- 3 - 6. This Monitor’s Certificate was delivered by the Monitor at on , 2022 (the “Effective Time”). FTI Consulting Canada Inc., in its capacit y as Monitor of the Just Energy Entities, and not in its personal capacity Per:            

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SCHEDULE “C” PERMITTED ENCUMBRANCES See Attached.

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IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, C. C-36, AS AMENDED Court File No: CV-21-00658423-00CL AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF JUST ENERGY GROUP INC., et al. Ontario SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Proceeding commenced at Toronto APPROVAL AND VESTING ORDER OSLER, HOSKIN & HARCOURT, LLP P.O. Box 50, 1 First Canadian Place Toronto, ON M5X 1B8 Marc Wasserman (LSO# 44066M) Michael De Lellis (LSO# 48038U) Jeremy Dacks (LSO# 41851R) Tel: (416) 362-2111 Fax: (416) 862-6666 Lawyers for the Just Energy Entities

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EXHIBIT 4 New Intercreditor Agreement Term Sheet

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SEVENTH AMENDED AND RESTATED INTERCREDITOR AGREEMENT SUMMARY OF TERMS AND CONDITIONS August 4, 2022 This Summary of Terms and Conditions (this” Summary”) is intended for discussion purposes only and cannot be construed as creating an obligation to reach an agreement on definitive terms and conditions. This Summary does not include descriptions of all of the terms, conditions and other provisions that are to be contained in the definitive documentation relating to the seventh amended and restated intercreditor agreement (the “Intercreditor Agreement”) to be entered into between the Borrowers, the other Obligors, the Collateral Agent, the Agent (for and on behalf of the Lenders) and the Commodity Suppliers party thereto from time to time. Reference is made to the sixth amended and restated intercreditor agreement dated as of September 1, 2015 (as amended, supplemented or otherwise modified from time to time to the date hereof, the “Existing Intercreditor Agreement”) between National Bank of Canada, as Collateral Agent, National Bank of Canada, as the Agent (for and on behalf of the Lenders), Shell Energy, the Other Commodity Suppliers (as defined therein), the Borrowers, the Restricted Subsidiaries and other Persons from time to time party thereto. Unless the context otherwise requires, capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Intercreditor Agreement. Term Change Notes Collateral Agent National Bank of Canada to reflect collateral agency succession which occurred on March 1, 2019 Commodity Suppliers Shell Energy North America (Canada) Inc., Shell Energy North America (US), L.P., Shell Trading Risk Management, LLC, BP Canada Energy Group ULC, BP Canada Energy Marketing Corp., BP Energy Company,1 MacQuarie Bank Limited, MacQuarie Energy Canada Ltd. and MacQuarie Energy LLC 2 Permit the addition of any or all of (i) Mercuria Energy America, LLC and its Affiliates, (ii) Hartree Partners, LP and its Affiliates and (iii) EDF Trading North America, LLC and its Affiliates (the “Agreed Additional Suppliers”), so long as each such Agreed Additional Supplier satisfies the Minimum Credit Criteria (as defined herein). 1 At this time it is not known if BP and Macquarie will remain as parties and Suppliers under the Intercreditor A g reement. 2 Exelon Generation Company, LLC, N extera Energy Power Marketing LLC and Morgan Stanley Capital Group Inc.ma y be removed as parties and Suppliers under the Intercreditor A g reement.

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Term Change Notes Obligors All Obligors under the tenth amended and restated credit agreement (the “Tenth ARCA”) to be entered into among the Borrowers, the Agent and the lenders party thereto from time to time, which Obligors shall include Just Energy Group Inc. and all of its North American operatin g subsidiaries.3 Definitions -     Definition of “ISO Services Agreement” to be replaced with the following definition:       “ISO Services Agreement” means an agreement pursuant to which (i) an Obligor has reimbursement obligations to a Senior Creditor for payments made by such Senior Creditor on behalf of such Obligor to an ISO, or (ii) a Senior Creditor agrees to deal directly with an ISO on an Obligor’s behalf to schedule the delivery of electricity, bid into the day-ahead market, purchase in the real-time market, post collateral therefor and pay the purchase price of such electricity and attendant services, in each case regardless of any term of such agreement that states that title to such electricity has been transferred to the applicable Senior Creditor during such transactions. For the avoidance of doubt, net settlement instructions registered with the Alberta Electric System Operator (“AESO”) by agreement with an Obligor relating to the bilateral purchase of power between an Obligor and a Senior Creditor shall not constitute an ISO Services A g reement. 3 Obligors will not include JEAS Holdings LP, Just Ventures GP Corp., Just Ventures L.P., Just Energy Services Limited, Just Holdings L.P., American Home Energy Services Corp., Just Ventures LLC, Momentis U.S. Corp. - 2 -

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Term Change Notes -     Definition of “ISO Services Obligations” to be replaced with the following definition:       “ISO Services Obligations” means the reimbursement obligations of an Obligor to a Senior Creditor under an ISO Services Agreement, including without limitation, the Shell Energy ISO Reimbursement Obligations and the BP ISO Services Obligations. Without limitation to the foregoing, any obligation arising in respect of the supply of electricity or services purchased, arranged or scheduled for or on behalf of an Obligor through an ISO and delivered to the Obligor or its customers pursuant to an ISO Services Agreement shall be an ISO Services Obligation for the purposes of Sections [2.02(e)] and [3.04(e)] of this Agreement, regardless of any provision of the ISO Services Agreement that directly or indirectly provides otherwise (including any term of such agreement that states that title to such electricity has been transferred to the applicable Senior Creditor during such transactions or that the physical or financial purchase or sale of such electricity is to be governed by a separate agreement). Notwithstanding the foregoing, any bilateral purchase of electricity between an Obligor and a Senior Creditor for which net settlement instructions are registered with the AESO by agreement with an Obligor shall not constitute ISO Services Obli g ations. - 3 -

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Term Change Notes -     consolidate separate treatment of Shell Energy versus “Other Commodity Supplier” to include only “Commodity Suppliers”4 -     add Montreal to definition of “Business Day” -     update all references to CIBC to NBC to reflect the collateral agency succession which occurred on March 1, 2019 -     increase “Deposit Threshold” from US$10MM to align with the “Permitted Encumbrance” limit in respect of Cash under the Tenth ARCA -     delete definition of “Energy Management Agreement” and related reference in “Shell Energy Agreement” -     delete definition of “Distributable Free Cash Flow” -     delete Exgen and Constellation related defined terms 4 Historical references in the security to these terms to be addressed in a reaffirmation agreement of the security. - 4 -

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Term Change Notes -     align definition of “Fiscal Year” with Tenth ARCA definition -     align definition of GAAP with Tenth ARCA definition -     delete references to “UK Obligors” -     delete references to “High Yield Debt” -     delete definition of “Modified Consolidated Basis” -     align definitions of “Permitted Asset Dispositions” and “Permitted Encumbrances” with Credit Agreement definitions -     increase $5MM threshold in definition of “Si g nificant Creditor” to $20MM Sections 1.02-1.08 N o Chan g e Add a new Section 1.09 Amounts paid in the 2021-2022 CCAA proceedings and the Chapter 15 proceedings will not constitute “Proceeds of Realization” for purposes of the Intercreditor A g reement. Article 2 Collections No Change aside from consolidation of references to onl y Commodit y Suppliers Article 3 Security Sharing -    Consolidation of references to only Commodity Suppliers -     Provide the Commodity Suppliers with the same priorities given to the commodity suppliers under the Existin g Intercreditor A g reemen t - 5 -

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Term Change Notes -     If the Tenth ARCA requires mandatory reductions in the commitments thereunder (other than in the case of the termination of the commitments as a result of an Event of Default)5, and as a result of such commitment reductions (i) the aggregate face amount of the letters of credit then outstanding under the credit facilities exceeds the reduced commitments of the Lenders under such credit facilities (such excess, the “LC Deficiency Amount”), and (ii) as a consequence the Obligors are required to provide cash collateral to the Agent (for the benefit of the Lenders) to secure the obligations of the Obligors relating to such letters of credit in the amount of the LC Deficiency Amount, then the Agent and the Lenders shall have priority in such cash collateral (unless and until such collateral is returned to the Obligors in accordance with the Tenth ARCA) in an amount not to exceed such LC Deficiency Amount. For the avoidance of doubt, the foregoing provision shall apply only for so long as the Tenth ARCA is in effect, and shall not apply to any refinancing of the Tenth ARCA. 5 The Tenth ARCA will have two categories of mandatory commitment reduction: (i) commitment reductions basedon excess cash flow, and (ii) commitment reductions using proceeds from asset dispositions. The definitiveIntercreditor Agreement will make reference to specific sections of the Tenth ARCA relating to thosecommitment reduction requirements. - 6 -

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Term Change Notes Article 4 Enforcement and Remedies No Change aside from consolidation of references to only Commodity Suppliers Article 5 Assignment of A g reements No Change aside from consolidation of references to only Commodity Suppliers Article 6 Collateral Agent - Update references from CIBC to NBC, consolidation of references to only Commodity Suppliers and operational changes required by the Collateral Agent and as reasonably agreed by Shell. - Section 6.04(3) of the Intercreditor Agreement to be aligned with Tenth ARCA. Article 7 General Powers No Change aside from consolidation of references to onl y Commodit y Suppliers Article 8 Miscellaneous No Change aside from (i) consolidation of references to only Commodity Suppliers and (ii) to continue the existing provision in Section 8.13 of the Existing Intercreditor Agreement requiring consent of the Required Secured Creditors in order to admit a new Commodity Supplier (other than the Agreed Additional Suppliers), but Section 8.13 of the Existing Intercreditor Agreement will be modified to state that no more than 6 total Commodity Suppliers will be party to the Intercreditor Agreement (and for purposes of the foregoing a Commodity Supplier and its Affiliates shall be treated as a sin g le Commodit y Supplier). - 7 -

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Term Change Notes Article 9 Restrictive Covenants, Reporting Covenants and Events of Default Substantially the same with the following changes: - Existing restrictive covenants (in Section 9.01) and reporting covenants (in Section 9.02) to be aligned with corresponding covenants in the Tenth ARCA, including changing Section 9.01(6) to be consistent with the Tenth ARCA (prohibition on Distributions). - New covenant in Section 9.01 to provide that Just Energy will only enter into or renew or permit the assignment of Supplier Contracts where, in any case, the supplier thereunder and any new supplier satisfy the following criteria (the “Minimum Credit Criteria”): (i) has a minimum credit rating of (A) BBB- or higher by S&P, (B) Baa3 or higher by Moody’s, (C) BBB- or higher by Fitch, or (D) BBB- or higher by DBRS (the “Minimum Supplier Rating”), (ii) has its obligations backed by a guarantee from a Person with a credit rating meeting the requirements of (i) hereof or by a letter of credit issued by a bank whose long term debt is rated at least “A” by S&P, or (iii) is not rated or does not have its obligations backed by a guarantee or letter of credit as described in (i) or (ii) hereof provided that all such suppliers do not exceed 7.5% of the total supply under all Supplier Contracts. Notwithstanding the foregoing covenant, a Commodity Supplier that has its obligations backed by a letter of credit pursuant to (ii) above, is permitted to have a credit limit of up to USD$15,000,000 of obligations unsupported by a letter of credit (each, an “Unsecured Credit Limit”), so long as all such Unsecured Credit Limits of all Commodity Suppliers does not exceed

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USD$50,000,000 in the aggregate at an y time. - 8 -

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Term Change Notes - The covenant in Section 9.01(25) of the Credit Agreement will have to be amended to be consistent with the language noted-above. - No additional reporting covenants, existing reporting covenants to be aligned with corresponding reporting requirements in the Tenth ARCA. Definition by Reference For purposes of the Intercreditor Agreement, (i) any capitalized terms defined in the Intercreditor Agreement by reference to the Tenth ARCA as of the date of the Intercreditor Agreement shall be subject to Shell’s approval and any other references to the Tenth ARCA that affect Shell shall be subject to Shell’s approval (acting reasonably), and (ii) any capitalized terms defined in the Intercreditor Agreement by reference to the Shell Energy Agreements as of the date of the Intercreditor Agreement shall b e sub j ect to the A g ent’s approval. - 9 -

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EXHIBIT 5 Management Incentive Plan [Redacted]

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EXHIBIT D SISP

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Sale and Investment Solicitation Process 1. On ●, 2022, the Ontario Superior Court of Justice (Commercial List) (the “Court”) granted an order (the “SISP Order”) that, among other things, (a) authorized Just Energy (as defined below) to implement a saleand investment solicitation process (“SISP”) in accordance with the terms hereof, (b) approved the Suppor t Agreement, (c) authorized and directed Just Energy Group Inc. to enter into the Stalking Horse TransactionAgreement, (d) approved the Break-Up Fee, and (e) granted the Bid Protections Charge. Capitalized termsthat are not defined herein have the meanings ascribed thereto in the Second Amended & Restated Initial Order granted by the Court in Just Energy’s proceedings under the Companies’ Creditors Arrangement Ac t on Ma y 26, 2021, as amended, restated or supplemented from time to time or the SISP Order, as applicable. 2. This SISP sets out the manner in which (i) b inding bids for executable transaction alternatives that aresuperior to the sale transaction to be provided for in the Stalking Horse Transaction Agreement involving theshares and/or the business and assets of Just Energy Group Inc. and its direct and indirect subsidiaries (collectively, “Just Energy”) will be solicited from interested parties, (ii) any such bids received will beaddressed, (iii) any Successful Bid (as defined below) will be selected, and (iv) Court (as defined below) approval of any Successful Bid will be sought. Such transaction alternatives may include, among other things,a sale of some or all of Just Energy’s shares, assets and/or business and/or an investment in Just Energy, eachof which shall be sub j ect to all terms set forth in this SISP. 3. The SISP shall be conducted by Just Energy under the oversight of FTI Consulting Canada Inc., in its capacityas court-appointed monitor (the “Monitor”), with the assistance of BMO Capital Markets (the “Financial Advisor”). 4. Parties who wish to have their bids considered shall be expected to participate in the SISP as conducted byJust Ener gy and the Financial Advisor. 5. The SISP will be conducted such that Just Energy and the Financial Advisor will (under the oversight of the Monitor): a) p repare marketin g materials and a process letter; b ) p repare and provide applicable parties with access to a data room containin g dili g ence information; c) solicit interest from parties to enter into non-disclosure agreements (parties shall only obtain accessto the data room and be permitted to participate in the SISP if they execute a non-disclosure a g reement that is in form and substance satisfactor y to Just Ener gy ); an d d) request that such parties (other than the Sponsor or its designee) submit (i) a notice of intent to bid that identifies the potential purchaser and a general description of the assets and/or business(es) o f the Just Energy Entities that would be the subject of the bid and that reflects a reasonably likely p rospect of culminating in a Qualified Bid (as defined below), as determined by the Just Energ y Entities in consultation with the Monitor and the Credit Facility Agent (subject to the confidentialityrequirements set forth in Section 15 below) (a “NOI”) b y the NOI Deadline (as defined below) and,if applicable, (ii) a binding offer meeting at least the requirements set forth in Section 7 below, as determined by the Just Energy Entities in consultation with the Monitor (a “Qualified Bid”) by the Qualified Bid Deadline (as defined below).

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2 6. The SISP shall be conducted sub j ect to the terms hereof and the followin g ke y milestones: a) Just Energy to commence solicitation process on the date of service of the motion for approval o f the SISP – Au g us t 4, 2022;1 b) Court approval of SISP and authorizing Just Energy to enter into the Stalking Horse TransactionA g reement – Au g us t 17, 2022; c) Deadline to submit NOI – 11:59 p.m. Eastern Daylight Time on August 25, 2022 (the “NOI Deadline”); d) Deadline to submit a Qualified Bid – 11:59 p.m. Eastern Daylight Time on September 29, 2022 (the “Qualified Bid Deadline”); e) Deadline to determine whether a bid is a Qualified Bid and, if applicable, to notify those parties whosubmitted a Qualified Bid of the Auction (as defined below) – 5:00 p.m. Eastern Daylight Time on Octobe r 6, 2022; f) Just Energy to hold Auction (if applicable) – 10:00 a.m. Eastern Daylight Time on October 8, 2022; an d g ) Implementation Order (as defined below) hearin g : o (if no NOI is submitted) – by no later than Septembe r 2, 2022, sub j ect to Court availabilit y . o (if there is no Auction) – by no later than Octobe r 15, 2022, sub j ect to Court availabilit y . o (if there is an Auction) – b y no later than twelve (12) days after completion of the Auction,sub j ect to Court availabilit y . 7. In order to constitute a Qualified Bid, a bid must compl y with the followin g : a. it provides for (i) the payment in full in cash on closing of the BP Commodity/ISO Services Clai m (as defined in the Support Agreement), unless otherwise agreed to by the holder of such claim in itssole discretion; (ii) the payment in full in cash on closing of the Credit Facility Claims, unlessotherwise agreed to by the Credit Facility Agent in its sole discretion; (iii) the payment in full in cash on closing of any claims ranking in priority to the claims set forth in subparagraphs (i) o r (ii) including any claims secured by Court-ordered charges, unless otherwise agreed to by theapplicable holders thereof in their sole discretion (iv) the return of all outstanding letters of credi t and release of all Credit Facility LC Claims or arrangements satisfactory to the applicable Credi t Facility Lenders in their discretion to secure with cash collateral or otherwise any Credit FacilityLC Claims not released, and (v) the payment in full in cash on closing of any outstanding CashManagement Obligations or arrangements satisfactory to the applicable Credit Facility Lenders o r their affiliates to secure with cash collateral or otherwise any outstanding Cash Managemen t Obli g ations. b. it provides a detailed sources and uses schedule that identifies, with specificity, the amount of cashconsideration (the “Cash Consideration Value”) and any assumptions that could reduce the ne t consideration payable. At a minimum, the Cash Consideration Value plus Just Energy’s cash onhand must be sufficient for payment in full of the items contemplated in Sections 7(a)(i) an d 7(a)(ii) herein, 3.2 of the Stalking Horse Transaction Agreement and the Break-Up Fee, plus USD$1,000,000, on closing, which Cash Consideration Value is estimated to be USD$460,000,000as of Decembe r 31, 2022. 1 To the extent any dates would fall on a non-business day, to be the first business day thereafter.

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3 c. it is reasonably capable of being consummated by 90 days after completion of the Auction if selectedas the Successful Bid; d. it contains: i. dul y executed bindin g transaction document(s); ii. the legal name and identity (including jurisdiction of existence) and contac t information of the bidder, full disclosure of its direct and indirect principals, and thename(s) of its controllin g equit y holder(s); iii. a redline to the form of transaction document(s) p rovided b y Just Ener gy , if applicable; iv. evidence of authorization and approval from the bidder’s board of directors (o r comparable governing body) and, if necessary to complete the transaction, the bidder’s equit y holder(s); v. disclosure of any connections or agreements with Just Energy or any of its affiliates,any known, potential, prospective bidder, or any officer, manager, director, or knownequit y securit y holder of Just Ener gy or an y of its affiliates; an d vi. such other information reasonabl y requested b y Just Ener gy or the Monitor; e. it includes a letter stating that the bid is submitted in good faith, is binding and is irrevocable untilthe selection of the Successful Bid; provided, however, that if such bid is selected as the SuccessfulBid, it shall remain irrevocable until the closin g of the Successful Bid; f. it provides written evidence of a bidder’s ability to fully fund and consummate the transaction an d satisfy its obligations under the transaction documents, including binding equity/debt commitment letters and/or guarantees covering the full value of all cash consideration and the additional items(in scope and amount) covered by the guarantees provided by affiliates of the Purchaser inconnection with the Transaction A g reement; g. it does not include any request for or entitlement to any break fee, expense reimbursement or similart y pe of pa y ment; h. it is not conditional upon: i. approval from the bidder’s board of directors (or comparable governing body) o r equit y holder(s); ii. the outcome of an y due dili g ence b y the bidder; o r iii. the bidder obtainin g financin g ; i. it includes an acknowledgment and representation that the bidder has had an opportunity to conductan y and all required due dili g ence prior to makin g its bid; j . it specifies any regulatory or other third-party approvals the party anticipates would be required to complete the transaction (including the anticipated timing necessary to obtain such approvals) and, in connection therewith, specifies whether the bidder or any of its affiliates is involved in any partof the energy sector, including an electric utility, retail service provider, a company with a tariff onfile with the Federal Ener gy Re g ulator y Commission, or an y intermediate holdin g compan y ; k. it includes full details of the bidder’s intended treatment of Just Energy’s employees under the p roposed bid; l. it is accompanied by a cash deposit (the “Deposit”) by wire transfer of immediately available fundsequal to 10% of the Cash Consideration Value, which Deposit shall be retained by the Monitor in a non-interest bearin g trust account in accordance with this SISP; m. a statement that the bidder will bear its own costs and expenses (including legal and advisor fees)in connection with the proposed transaction, and by submitting its bid is agreeing to refrain fro m and waive an y assertion or request for reimbursement on an y basis; an d n. it is received b y the Qualified Bid Deadline.

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4 8. The Qualified Bid Deadline may be extended by (i) Just Energy for up to no longer than seven days with theconsent of the Monitor, the Credit Facility Agent and the Sponsor, acting reasonably, or (ii) further order o f the Court. In such circumstances, the milestones contained in Subsections 6(f) and (g) shall be extended by the same amount of time. 9. Just Energy, in consultation with the Monitor, may waive compliance with any one or more of therequirements specified in Section 7 above and deem a non-compliant bid to be a Qualified Bid, provided tha t Just Energy shall not waive compliance with the requirements specified in Subsections 7(a), (b), (d), (e), (f),(g), (i) or (l) without the prior written consent of the Sponsor and Credit Facility Agent, each acting reasonabl y . 10. N otwithstanding the requirements specified in Section 7 above, the transactions contemplated by the StalkingHorse Transaction Agreement (the “Stalking Horse Transaction”), is deemed to be a Qualified Bid,provided that, for greater certainty, no Deposit shall be required to be submitted in connection with theStalkin g Horse Transaction. 11. If one or more Qualified Bids (other than the Stalking Horse Transaction) has been received by Just Energyon or before the Qualified Bid Deadline, Just Energy shall proceed with an auction process to determine thesuccessful bid(s) (the “Auction”), which Auction shall be administered in accordance with Schedule “A”hereto. The successful bid(s) selected within the Auction shall constitute the “Successful Bid”. Forthwith upon determining to proceed with an Auction, Just Energy shall provide written notice to each party tha t submitted a Qualified Bid (including the Stalking Horse Transaction), along with copies of all Qualified Bidsand a statement b y Just Ener gy specif y in g which Qualified Bid is the leadin g bid. 12. If, by the NOI Deadline no NOI has been received, then the SISP shall be deemed to be terminated and theStalking Horse Transaction shall be the Successful Bid and shall be consummated in accordance with and subject to the terms of the Support Agreement and the Stalking Horse Transaction Agreement. If no QualifiedBid (other than the Stalking Horse Transaction) has been received by Just Energy on or before the QualifiedBid Deadline, then the Stalking Horse Transaction shall be the Successful Bid and shall be consummated inaccordance with and subject to the terms of the Support Agreement and the Stalking Horse TransactionA g reement. 13. Following selection of a Successful Bid, Just Energy, with the assistance of its advisors, shall seek to finalizeany remaining necessary definitive agreement(s) with respect to the Successful Bid in accordance with thekey milestones set out in Section 6. Once the necessary definitive agreement(s) with respect to a Successful Bid have been finalized, as determined by Just Energy, in consultation with the Monitor, Just Energy shallapply to the Court for an order or orders approving such Successful Bid and/or the mechanics to authorizeJust Energy to complete the transactions contemplated thereby, as applicable, and authorizing Just Energy to(i) enter into any and all necessary agreements and related documentation with respect to the Successful Bid,(ii) undertake such other actions as may be necessary to give effect to such Successful Bid, and(iii) implement the transaction(s) contemplated in such Successful Bid (each, an “Implementation Order”).

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5 14. All Deposits shall be retained by the Monitor in a non-interest bearing trust account. If a Successful Bid isselected and an Implementation Order authorizing the consummation of the transaction contemplate d thereunder is granted, any Deposit paid in connection with such Successful Bid will be non-refundable an d shall, upon closing of the transaction contemplated by such Successful Bid, be applied to the cashconsideration to be paid in connection with such Successful Bid or be dealt with as otherwise set out in thedefinitive agreement(s) entered into in connection with such Successful Bid. Any Deposit delivered with a Qualified Bid that is not selected as a Successful Bid, will be returned to the applicable bidder as soon asreasonably practicable (but not later than ten (10) business days) after the date upon which the Successful Bid is approved pursuant to an Implementation Order or such earlier date as may be determined by Jus t Ener gy , in consultation with the Monitor. 15. Just Energy shall provide information in respect of the SISP to the DIP Lenders, the holder of the BP Commodity/ISO Services Claim and the Supporting Secured CF Lenders on a confidential basis, including(A) copies (or if not provided to the Just Energy Entities in writing, a detailed description) of any NOI an d any bid received, including any Qualified Bid, no later than one (1) calendar day following receipt thereo f by the Just Energy Entities or their advisors and (B) such other information as reasonably requested by theDIP Lenders’, the holder of the BP Commodity/ISO Services Claim or the Supporting Secured CF Lenders’ respective legal counsel or financial advisors or as necessary to keep the DIP Lenders, the holder of the BPCommodity/ISO Services Claim or the Supporting Secured CF Lenders informed no later than one(1) calendar day after any such request or any material change to the proposed terms of any bid received,including any Qualified Bid, as to the terms of any bid, including any Qualified Bid, (including any changesto the proposed terms thereof) and the status and substance of discussions related thereto. Just Energy shall b e permitted, in its discretion, to provide general updates and information in respect of the SISP to counselto any General Unsecured Creditor (as defined in the Support Agreement) on a confidential basis, upon:(i) the irrevocable confirmation in writing from such counsel that the applicable General Unsecured Credito r will not submit any NOI or bid in the SISP, and (ii) counsel to such General Unsecured Creditor executingconfidentiality agreements with Just Energy, in form and substance satisfactory to Just Energy and theMonitor. 16. Any amendments to this SISP may only be made by Just Energy with the written consent of the Monitor andafter consultation with the Credit Facility Agent, or by further order of the Court, provided that Just Energyshall not amend Subsections 7(a), (b), (d), (e), (f), (g), (i) or (l) or Section 14 without the prior written consen t of the Sponsor and the Credit Facilit y A g ent.

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6 SCHEDULE “A”: AUCTION PROCEDURES 1. Auction. If Just Energy receives at least one Qualified Bid (other than the Stalking Horse Transaction), Just Energy will conduct and administer the Auction in accordance with the terms of the SISP. Instructions to participate in the Auction, which will take place via video conferencing, will be provided to Qualified Parties (as defined below) not less than 24 hours prior to the Auction. 2. Participation. Only parties that provided a Qualified Bid by the Qualified Bid Deadline, including the Stalking Horse Transaction (collectively, the “Qualified Parties”), shall be eligible to participate in the Auction. No later than 5:00 p.m. Eastern Daylight Time on the day prior to the Auction, each Qualified Party (other than the Sponsor) must inform Just Energy whether it intends to participate in the Auction. Just Energy will promptly thereafter inform in writing each Qualified Party who has expressed its intent to participate in the Auction of the identity of all other Qualified Parties that have indicated their intent to participate in the Auction. If no Qualified Party provides such expression of intent, the Stalking Horse Transaction shall be the Successful Bid. 3. Auction Procedures. The Auction shall be governed by the following procedures: a. Attendance. Only Just Energy, the other counterparties to the Support Agreement, the Qualified Parties, the Monitor and each of their respective advisors will be entitled to attendthe Auction, and only the Qualified Parties will b e entitled to make any subsequen t Overbids (as defined below) at the Auction; b. No Collusion. Each Qualified Party participating at the Auction shall be required to confirm on the record at the Auction that: (i) it has not engaged in any collusion with respect to the Auction and the bid process; and (ii) its bid is a good-faith bona fide offe r and it intends to consummate the proposed transaction if selected as the Successful Bid (as defined below); c. Minimum Overbid. The Auction shall begin with the Qualified Bid that represents the highest or otherwise best Qualified Bid as determined by Just Energy, in consultation withthe Monitor (the “Initial Bid”), and any bid made at the Auction by a Qualified Partysubsequent to Just Energy’s announcement of the Initial Bid (each, an “Overbid”), mus t p roceed in minimum additional cash increments of USD$1,000,000; d. Bidding Disclosure. The Auction shall be conducted such that all bids will be made an d received in one group video-conference, on an open basis, and all Qualified Parties will beentitled to be present for all bidding with the understanding that the true identity of each Qualified Party will be fully disclosed to all other Qualified Parties and that all materialterms of each subsequent bid will be fully disclosed to all other Qualified Partiesthroughout the entire Auction; provided, however, that Just Energy, in its discretion, may establish separate video conference rooms to permit interim discussions between Jus t Energy and individual Qualified Parties with the understanding that all formal bids will bedelivered in one g roup video conference, on an open basis; e. Bidding Conclusion. The Auction shall continue in one or more rounds and will conclude after each participating Qualified Party has had the opportunity to submit one or moreadditional bids with full knowledge and written confirmation of the then-existing highes t b id(s); an d

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7 f. No Post-Auction Bids. No bids will be considered for any purpose after the Auction has concluded. Selection of Successful Bid 4. Selection. Before the conclusion of the Auction, Just Energy, in consultation with the Monitor, will: (a) review each Qualified Bid, considering the factors set out in Section 7 of the SISP and, among other things, (i) the amount of consideration being offered and, if applicable, the proposed form, composition and allocation of same, (ii) the value of any assumption of liabilities or waiver of liabilities not otherwise accounted for in prong (i) above; (iii) the likelihood of the Qualified Party’s ability to close a transaction by 90 days after completion of the Auction and the timing thereof (including factors such as the transaction structure and execution risk, including conditions to, timing of, and certainty of closing; termination provisions; availability of financing and financial wherewithal to meet all commitments; and required governmental or other approvals), (iv) the likelihood of the Court’s approval of the Successful Bid, (v) the net benefit to Just Energy and (vi) any other factors Just Energy may, consistent with its fiduciary duties, reasonably deem relevant; and (b) identify the highest or otherwise best bid received at the Auction (the “Successful Bid” and the Qualified Party making such bid, the “Successful Party”). 5. Acknowledgement. The Successful Party shall complete and execute all agreements, contracts, instruments or other documents evidencing and containing the terms and conditions upon which the Successful Bid was made within one business day of the Successful Bid being selected as such, unless extended by Just Energy in its sole discretion, subject to the milestones set forth in Section 6 of the SISP.

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EXHIBIT E Term Sheet for Material Updates to Intercreditor Agreement

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SEVENTH AMENDED AND RESTATED INTERCREDITOR AGREEMENT SUMMARY OF TERMS AND CONDITIONS May 12, 2022 This Summary of Terms and Conditions (this” Summary”) is intended for discussion purposes only and cannot be construed as creating an obligation to reach an agreement on definitive terms and conditions. This Summary does not include descriptions of all of the terms, conditions and other provisions that are to be contained in the definitive documentation relating to the seventh amended and restated intercreditor agreement (the “Intercreditor Agreement”) to be entered into between the Borrowers, the other Obligors, the Collateral Agent, the Agent (for and on behalf of the Lenders) and the Commodity Suppliers party thereto from time to time. Reference is made to the sixth amended and restated intercreditor agreement dated as of September 1, 2015 (as amended, supplemented or otherwise modified from time to time to the date hereof, the “Existing Intercreditor Agreement”) between National Bank of Canada, as Collateral Agent, National Bank of Canada, as the Agent (for and on behalf of the Lenders), Shell Energy, the Other Commodity Suppliers (as defined therein), the Borrowers, the Restricted Subsidiaries and other Persons from time to time party thereto. Unless the context otherwise requires, capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Intercreditor Agreement. Term Change Notes Collateral Agent National Bank of Canada to reflect collateral agency succession which occurred on March 1, 2019 Commodity Suppliers Shell Energy North America (Canada) Inc., Shell Energy North America (US), L.P., Shell Trading Risk Management, LLC, BP Canada Energy Group ULC, BP Canada Energy Marketing Corp., BP Energy Company,1 MacQuarie Bank Limited, MacQuarie Energy Canada Ltd. and MacQuarie Ener gy LLC 2 Permit the addition of any or all of (i) Mercuria Energy America, LLC and its Affiliates, (ii) Hartree Partners, LP and its Affiliates and (iii) EDF Trading North America, LLC and its Affiliates (the “Agreed Additional Suppliers”), so long as each such Agreed Additional Supplier satisfies the Minimum Credit Criteria (as defined herein). 1 At this time it is not known if BP and Macquarie will remain as parties and Suppliers under the Intercreditor A g reement. 2 Exelon Generation Company, LLC, Nextera Energy Power Marketing LLC and Morgan Stanley Capital Group Inc.ma y be removed as parties and Suppliers under the Intercreditor A g reement.

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Term Change Notes Obligors All Obligors under the tenth amended and restated credit agreement (the “Tenth ARCA”) to be entered into among the Borrowers, the Agent and the lenders party thereto from time to time, which Obligors shall include Just Energy Group Inc. and all of its North American operatin g subsidiaries.3 Definitions -     Definition of “ISO Services Agreement” to be replaced with the following definition:       “ISO Services Agreement” means an agreement pursuant to which (i) an Obligor has reimbursement obligations to a Senior Creditor for payments made by such Senior Creditor on behalf of such Obligor to an ISO, or (ii) a Senior Creditor agrees to deal directly with an ISO on an Obligor’s behalf to schedule the delivery of electricity, bid into the day-ahead market, purchase in the real-time market, post collateral therefor and pay the purchase price of such electricity and attendant services, in each case regardless of any term of such agreement that states that title to such electricity has been transferred to the applicable Senior Creditor during such transactions. For the avoidance of doubt, net settlement instructions registered with the Alberta Electric System Operator (“AESO”) by agreement with an Obligor relating to the bilateral purchase of power between an Obligor and a Senior Creditor shall not constitute an ISO Services Agreement. 3 Obligors will not include JEAS Holdings LP, Just Ventures GP Corp., Just Ventures L.P., Just Energy Services Limited, Just Holdings L.P., American Home Energy Services Corp., Just Ventures LLC, Momentis U.S. Corp. - 2 -

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Term Change Notes -     Definition of “ISO Services Obligations” to be replaced with the following definition: “ISO Services Obligations” means the reimbursement obligations of an Obligor to a Senior Creditor under an ISO Services Agreement, including without limitation, the Shell Energy ISO Reimbursement Obligations and the BP ISO Services Obligations. Without limitation to the foregoing, any obligation arising in respect of the supply of electricity or services purchased, arranged or scheduled for or on behalf of an Obligor through an ISO and delivered to the Obligor or its customers pursuant to an ISO Services Agreement shall be an ISO Services Obligation for the purposes of Sections [2.02(e)] and [3.04(e)] of this Agreement, regardless of any provision of the ISO Services Agreement that directly or indirectly provides otherwise (including any term of such agreement that states that title to such electricity has been transferred to the applicable Senior Creditor during such transactions or that the physical or financial purchase or sale of such electricity is to be governed by a separate agreement). Notwithstanding the foregoing, any bilateral purchase of electricity between an Obligor and a Senior Creditor for which net settlement instructions are registered with the AESO by agreement with an Obligor shall not constitute ISO Services Obli g ations. - 3 -

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Term Change Notes -     consolidate separate treatment of Shell Energy versus “Other Commodity Supplier” to include only “Commodity Suppliers”4 -     add Montreal to definition of “Business Day” -     update all references to CIBC to NBC to reflect the collateral agency succession which occurred on March 1, 2019 -     increase “Deposit Threshold” from US$10MM to align with the “Permitted Encumbrance” limit in respect of Cash under the Tenth ARCA -     delete definition of “Energy Management Agreement” and related reference in “Shell Energy Agreement” -     delete definition of “Distributable Free Cash Flow” -     delete Exgen and Constellation related defined terms 4 Historical references in the securit y to these terms to be addressed in a reaffirmation a g reement of the securit y . - 4 -

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Term Change Notes -     align definition of “Fiscal Year” with Tenth ARCA definition -     align definition of GAAP with Tenth ARCA definition -     delete references to “UK Obligors” -     delete references to “High Yield Debt” -     delete definition of “Modified Consolidated Basis” -     align definitions of “Permitted Asset Dispositions” and “Permitted Encumbrances” with Credit Agreement definitions -     increase $5MM threshold in definition of “Si g nificant Creditor” to $20MM Sections 1.02-1.08 N o Chan g e Add a new Section 1.09 Amounts paid in the 2021-2022 CCAA proceedings and the Chapter 15 proceedings will not constitute “Proceeds of Realization” for purposes of the Intercreditor A g reement. Article 2 Collections No Change aside from consolidation of references to onl y Commodit y Suppliers - 5 -

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Term Change Notes Article 3 Security Sharing -     Consolidation of references to only Commodity Suppliers -     Provide the Commodity Suppliers with the same priorities given to the commodity suppliers under the Existing Intercreditor Agreement -     If the Tenth ARCA requires mandatory reductions in the commitments thereunder (other than in the case of the termination of the commitments as a result of an Event of Default)5, and as a result of such commitment reductions (i) the aggregate face amount of the letters of credit then outstanding under the credit facilities exceeds the reduced commitments of the Lenders under such credit facilities (such excess, the “LC Deficiency Amount”), and (ii) as a consequence the Obligors are required to provide cash collateral to the Agent (for the benefit of the Lenders) to secure the obligations of the Obligors relating to such letters of credit in the amount of the LC Deficiency Amount, then the Agent and the Lenders shall have priority in such cash collateral (unless and until such collateral is returned to the Obligors in accordance with the Tenth ARCA) in an amount not to exceed such LC Deficiency Amount. For the avoidance of doubt, the foregoing provision shall apply only for so long as the Tenth ARCA is in effect, and shall not apply to any refinancing of the Tenth ARCA. 5 The Tenth ARCA will have two categories of mandatory commitment reduction: (i) commitment reductions basedon excess cash flow, and (ii) commitment reductions using proceeds from asset dispositions. The definitiveIntercreditor Agreement will make reference to specific sections of the Tenth ARCA relating to thosecommitment reduction requirements. - 6 -

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Term Change Notes Article 4 Enforcement and Remedies No Change aside from consolidation of references to only Commodity Suppliers Article 5 Assignment of A g reements No Change aside from consolidation of references to onl y Commodit y Suppliers Article 6 Collateral Agent -     Update references from CIBC to NBC, consolidation of references to only Commodity Suppliers and operational changes required by the Collateral Agent and as reasonably agreed by Shell. -     Section 6.04(3) of the Intercreditor Agreement to be aligned with Tenth ARCA. Article 7 General Powers No Change aside from consolidation of references to onl y Commodit y Suppliers Article 8 Miscellaneous No Change aside from (i) consolidation of references to only Commodity Suppliers and (ii) to continue the existing provision in Section 8.13 of the Existing Intercreditor Agreement requiring consent of the Required Secured Creditors in order to admit a new Commodity Supplier (other than the Agreed Additional Suppliers), but Section 8.13 of the Existing Intercreditor Agreement will be modified to state that no more than 6 total Commodity Suppliers will be party to the Intercreditor Agreement (and for purposes of the foregoing a Commodity Supplier and its Affiliates shall be treated as a sin g le Commodit y Supplier). - 7 -

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Term Change Notes Article 9 Restrictive Covenants, Reporting Covenants and Events of Default Substantially the same with the following changes: -     Existing restrictive covenants (in Section 9.01) and reporting covenants (in Section 9.02) to be aligned with corresponding covenants in the Tenth ARCA, including changing Section 9.01(6) to be consistent with the Tenth ARCA (prohibition on Distributions). -     New covenant in Section 9.01 to provide that Just Energy will only enter into or renew or permit the assignment of Supplier Contracts where, in any case, the supplier thereunder and any new supplier satisfy the following criteria (the “Minimum Credit Criteria”): (i) has a minimum credit rating of (A) BBB- or higher by S&P, (B) Baa3 or higher by Moody’s, (C) BBB- or higher by Fitch, or (D) BBB- or higher by DBRS (the “Minimum Supplier Rating”), (ii) has its obligations backed by a guarantee from a Person with a credit rating meeting the requirements of (i) hereof or by a letter of credit issued by a bank whose long term debt is rated at least “A” by S&P, or (iii) is not rated or does not have its obligations backed by a guarantee or letter of credit as described in (i) or (ii) hereof provided that all such suppliers do not exceed 7.5% of the total supply under all Supplier Contracts. Notwithstanding the foregoing covenant, a Commodity Supplier that has its obligations backed by a letter of credit pursuant to (ii) above, is permitted to have a credit limit of up to USD$15,000,000 of obligations unsupported by a letter of credit (each, an “Unsecured Credit Limit”), so long as all such Unsecured Credit Limits of all Commodity Suppliers does not exceed USD$50,000,000 in the aggregate at an y time.

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Term Change Notes -     The covenant in Section 9.01(25) of the Credit Agreement will have to be amended to be consistent with the language noted-above. -     No additional reporting covenants, existing reporting covenants to be aligned with corresponding reporting requirements in the Tenth ARCA. Definition by Reference For purposes of the Intercreditor Agreement, (i) any capitalized terms defined in the Intercreditor Agreement by reference to the Tenth ARCA as of the date of the Intercreditor Agreement shall be subject to Shell’s approval and any other references to the Tenth ARCA that affect Shell shall be subject to Shell’s approval (acting reasonably), and (ii) any capitalized terms defined in the Intercreditor Agreement by reference to the Shell Energy Agreements as of the date of the Intercreditor Agreement shall b e sub j ect to the A g ent’s approval. - 9 -

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EXHIBIT F Form of Joinder Agreement This Joinder Agreement to the Support Agreement, dated as of August 4, 2022 (as amended, supplemented, or otherwise modified from time to time, the “Agreement”), between (i) Just Energy Group Inc., Just Energy Corp., Ontario Energy Commodities Inc., Universal Energy Corporation, Just Energy Finance Canada ULC, Hudson Energy Canada Corp., Just Management Corp., 11929747 Canada Inc., 12175592 Canada Inc., JE Services Holdco I Inc., JE Services Holdco II Inc., 8704104 Canada Inc., Just Energy Advanced Solutions Corp., Just Energy (U.S.) Corp., Just Energy Illinois Corp., Just Energy Indiana Corp., Just Energy Massachusetts Corp., Just Energy New York Corp., Just Energy Texas I Corp., Just Energy, LLC, Just Energy Pennsylvania Corp., Just Energy Michigan Corp., Just Energy Solutions Inc., Hudson Energy Services LLC, Hudson Energy Corp., Interactive Energy Group LLC, Hudson Parent Holdings LLC, Drag Marketing LLC, Just Energy Advanced Solutions LLC, Fulcrum Retail Energy LLC, Fulcrum Retail Holdings LLC, Tara Energy, LLC, Just Energy Marketing Corp., Just Energy Connecticut Corp., Just Energy Limited, Just Solar Holdings Corp., Just Energy (Finance) Hungary Zrt, Just Energy Ontario L.P., Just Energy Manitoba L.P., Just Energy (B.C.) Limited Partnership, Just Energy Québec L.P., Just Energy Trading L.P., Just Energy Alberta L.P., Just Green L.P., Just Energy Prairies L.P., JEBPO Services LLP, and Just Energy Texas LP and (ii) the Sponsor is executed and delivered by ___________________________ (the “Joining Party”) as of ______________, 2022. Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement. 1. Agreement to Be Bound. The Joining Party hereby agrees to be bound by all of the terms of the Agreement, a copy of which is attached to this Joinder Agreement as Exhibit 1 (as the same has been or may be hereafter amended, restated, or otherwise modified from time to time in accordance with the provisions hereof). The Joining Party shall hereafter be deemed to be a “Supporting Creditor,” and “Party” for all purposes under the Agreement and with respect to any and all Claims held by such Joining Party. 2. Representations and Warranties. With respect to the aggregate principal amount of the Claims set forth below its name on the signature page hereto, the Joining Party hereby makes the representations and warranties of a Supporting Creditor, as applicable, as set forth in Section 13 of the Agreement to each other Party to the Agreement. 3. Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the internal laws of the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any conflict of law provisions which would require the application of the law of any other jurisdiction. [Signature page follows.]

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[JOINING PARTY] B y : N ame: Title: N otice Address: Principal Amount of Credit Facilit y Claims: $ Principal Amount and T y pe of Other Claims: $ Interests: Acknowled g ed: COMPANY N ame: Title:

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Exhibit 10.10

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Exhibit 10.10 TRANSACTION AGREEMENT JUST ENERGY GROUP INC. as the Company -and- LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC, OC II LVS XIV LP, OC III LFE I LP, CBHT Energy I LLC each as a Purchaser and collectively, as the Purchaser

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TABLE OF CONTENTS Page ARTICLE 1 INTERPRETATION 5 1.1 Definitions 51.2 Statutes 181.3 Headin g s, Table of Contents, etc. 181.4 Gender and Numbe r 181.5 Currenc y 181.6 Certain Phrases 181.7 Invalidit y of Provisions 191.8 Knowled g e 191.9 Entire A g reemen t 191.10 Waiver, Amendment 191.11 Governin g Law; Jurisdiction and Venue 191.12 Incorporation of Disclosure Letter, Schedules and Exhibits 20 1.13 Accountin g Terms 201.14 N on-Business Da y s 201.15 Computation of Time Periods 20 ARTICLE 2 PURCHASE AND SALE 20 2.1 A g reement to Purchase and Sell Purchased Interests 202.2 Excluded Assets 212.3 Liabilities of Just Ener gy Entities 222.4 Excluded Liabilities 23 2.5 Transfer of Excluded Liabilities to Residual Co. 232.6 Transfer of Excluded Assets to Residual Co. 242.7 Pre-Closin g and Closin g Reor g anization 24 ARTICLE 3 PURCHASE PRICE AND RELATED MATTERS 25 3.1 Purchase Price 253.2 Pa y ment of Certain Liabilities 26 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 26 4.1 Due Authorization and Enforceabilit y of Obli g ations 264.2 Existence and Good Standin g 264.3 Sophisticated Parties 274.4 Absence of Conflicts 274.5 Approvals and Consents 27 4.6 N o Actions 274.7 Subsidiaries 284.8 N o Stop Orde r 284.9 Support A g reement Representations and Warranties 284.10 Sanctioned Person 284.11 Sanctions Laws 284.12 Anti-Mone y Launderin g Laws; Anti-Corruption Laws 284.13 Investment Canada Ac t 29 -i-

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ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 29 5.1 Due Authorization and Enforceabilit y of Obli g ations 295.2 Existence and Good Standin g 295.3 Sophisticated Part y 305.4 Absence of Conflicts 305.5 Approvals and Consents 30 5.6 N o Actions 305.7 Accredited Investo r 305.8 Financial Abilit y 315.9 Credit Bid; Availabilit y of Funds 315.10 N o Sanctions 315.11 Purchase Price Funds 325.12 Investment Canada Ac t 32 ARTICLE 6 CONDITIONS 32 6.1 Conditions for the Benefit of the Purchaser and the Compan y 326.2 Conditions for the Benefit of the Purchase r 336.3 Conditions for the Benefit of the Compan y 35 ARTICLE 7 ADDITIONAL AGREEMENTS OF THE PARTIES 36 7.1 Access to Information 367.2 Approvals and Consents 377.3 Covenants Relatin g to this A g reemen t 387.4 Tax Matters 397.5 Emplo y ee Matters 417.6 Administrative Expense Amoun t 417.7 Certain Pa y ments or Instruments Received from Third Persons 427.8 Bulk Sales 427.9 Release b y the Purchase r 427.10 Release b y the Compan y 43 ARTICLE 8 INSOLVENCY PROVISIONS 43 8.1 Court Orders and Related Matters 43 ARTICLE 9 TERMINATION 44 9.1 Termination 449.2 Effect of Termination 46 9.3 Termination Fee 46 ARTICLE 10 CLOSING 47 10.1 Location and Time of the Closin g 4710.2 The Compan y ’s Deliveries at Closin g 4710.3 Purchaser’s Deliveries at Closin g 4810.4 Monito r 4810.5 Simultaneous Transactions 4910.6 Further Assurances 49 ARTICLE 11 GENERAL MATTERS 49 11.1 Confidentialit y 4911.2 Public Notices 50 -ii-

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11.3 In j unctive Relief 5011.4 Survival 5111.5 N on-Recourse 5111.6 Assi g nment; Bindin g Effec t 5111.7 N otices 5211.8 Counterparts; Electronic Si g natures 5311.9 Lan g ua g e 53 Disclosure Letter and Exhibits Disclosure Letter Exhibit A – Terms of the New Preferred Equity Exhibit B – Form of Release -iii-

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TRANSACTION AGREEMENT THIS AGREEMENT is made as of August 4, 2022 AMONG: Just Energy Group Inc. (“Just Energy” or “Company”) -and- LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC, OC II LVS XIV LP, OC III LFE I LP and CBHT ENERGY I LLC (each, a “Purchaser” and collectively, the “Purchaser”). RECITALS: A. The Just Energy Entities carry on the business, taken as a whole, of serving as a retail energy provide r specializing in electricity and natural gas commodities, energy efficient solutions, carbon offsets an d renewable ener gy options (collectivel y , the “Business”). B. On March 9, 2021, the Applicants commenced proceedings under the CCAA before the Ontario Superio r Court of Justice (Commercial List) (the “CCAA Court”) to, among other things, seek creditor protectionfor, and certain relief in respect of, certain of the Just Ener gy Entities. C. On March 9, 2021, the Applicants commenced ancillary insolvency proceedings under Chapter 15 of Title11 of the United States Code (the “U.S. Proceedings”) in the United States Bankruptcy Court for theSouthern District of Texas, Houston Division. D. Pursuant to the Support Agreement entered into on the date of this Agreement, by and among the Just Energ y Entities, the Purchaser and the other parties signatory thereto (as amended, supplemented, or otherwisemodified from time to time, the “Support Agreement”), the Purchaser has agreed to act as a “stalking horse”bidder and, if selected or deemed as having submitted the Successful Bid in accordance with the terms of theSISP, to purchase the Purchased Interests from the Just Energy Entities, and the Company has agreed to causethe Purchased Interests to be acquired by the Purchaser, and Purchaser further wishes to indirectly assumefrom the Just Energy Entities the Assumed Liabilities, pursuant to and in accordance with the terms of the SISP and sub j ect to and in accordance with the terms and conditions of this A g reement. NOW THEREFORE, the Parties agree as follows: 4

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ARTICLE 1 INTERPRETATION 1.1 Definitions In this Agreement, “Administrative Expense Amount” means cash in an amount of C$1,900,000, which shall be paid by the Just Energy Entities to the Monitor on the Closing Date out of the cash and cash equivalents of the Just Energy Entities as at the Closing Date and held in trust by the Monitor for the benefit of Persons entitled to be paid the Administrative Expense Costs, subject to the terms hereof. “Administrative Expense Costs” means the reasonable and documented fees and costs of (i) the Monitor and its professional advisors and (ii) professional advisors of the Just Energy Entities for services performed prior to and, other than in respect of the Just Energy Entities, after the Closing Date, in each case, relating directly or indirectly to the CCAA Proceedings, the U.S. Proceedings, and this Agreement and including without limitation (a) costs required to wind down and/or dissolve and/or bankrupt Residual Co. and (b) costs and expenses required to administer the Excluded Assets, Excluded Liabilities and Residual Co. “Adversary Proceeding” means adversary proceeding number 21-4299, commenced on November 12, 2021 in the U.S. Proceedings before the U.S. Bankruptcy Court, by Just Energy, Just Energy Texas LP, Fulcrum Retail Energy LLC and Hudson Energy Services LLC, as the foreign representatives, against Electric Reliability Council of Texas, Inc. and the Public Utility Commission of Texas. “Affiliate” means, with respect to any specified Person, any other Person which, directly or indirectly, through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise). For greater certainty, an Affiliate of a Person shall include such Person’s investment funds and managed accounts and any funds managed or directed by the same investment advisor. “Agreement” means this transaction agreement and all attachments, including the Disclosure Letter and Exhibits, in each case as the same may be supplemented, amended, restated or replaced from time to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this transaction agreement and all attached Exhibits, and unless otherwise indicated, references to Articles, Sections, the Disclosure Letter and Exhibits are to Articles, Sections, the Disclosure Letter and Exhibits in this transaction agreement. 5

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“Alternative Restructuring Proposal” means any inquiry, proposal, offer, expression of interest, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Just Energy Entity, one or more Just Energy Entity’s material assets, or the debt, equity, or other interests in any one or more Just Energy Entity that is an alternative to or otherwise inconsistent with the transaction contemplated hereby and any amendment to or variation of any such inquiry, proposal, offer, expression of interest, bid, term sheet, discussion, or agreement, and is with a counterparty other than the Purchaser or any Affiliate of the Purchaser. “Antitrust Approvals” means any approval, clearance, filing or expiration or termination of a waiting period pursuant to which a transaction would be deemed to be unconditionally approved in relation to the transactions contemplated hereby under any Antitrust Law of any country or jurisdiction that the Purchaser agrees, acting reasonably, is required, other than the Competition Act Approval. “Antitrust Laws” means all Applicable Laws, including any antitrust, competition or trade regulation laws (including, without limitation, the HSR Act), that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening or preventing competition through merger or acquisition. “Applicable Law” means any transnational, domestic or foreign, federal, provincial, territorial, state, local or municipal (or any subdivision of any of them) law (including common law and civil law), statute, ordinance, rule, regulation, restriction, limit, by-law (zoning or otherwise), judgment, order, direction or any consent, exemption, Transaction Regulatory Approval, or any other legal requirements of, or agreements with, any Governmental Authority, that applies in whole or in part to the transactions contemplated by this Agreement, the Just Energy Entities, the Purchaser, the Business, or any of the Purchased Interests or the Assumed Liabilities. “Applicants” means the Company, each Residual Co. (at the time such Residual Co. becomes an Applicant) and those additional applicants listed on Schedule 1.1(a). “Articles of Reorganization” means articles of reorganization in respect of the Company’s authorized and issued common shares to provide for the redemption or cancellation thereof by the Company for no consideration on Closing; such articles of reorganization to be in form and substance satisfactory to the Purchaser, acting reasonably. “Assumed Liabilities” has the meaning given to such term in Section 2.3. “BP Commodity/ISO Services Claim” means all Pre-Filing Claims of BP Canada Energy Group ULC and BP Energy Company in the aggregate principal amounts of $229,461,558.59 and C$170,652.60, plus all accrued and unpaid interest thereon through to and including the Closing Date. “Break-Up Fee” has the meaning given to such term in Section 9.3(a). “Business” has the meaning given to such term in Recital A. “Business Day” means any day, other than a Saturday or Sunday, on which the principal commercial banks in Toronto, Ontario and New York, New York are open for commercial banking business during normal banking hours. 6

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“Cash Management Obligations” means has the meaning given to such term in the Support Agreement. “Causes of Action” means any action, claim, cross claim, third party claim, damage, judgment, cause of action, controversy, demand, right, action, suit, obligation, liability, debt, account, defense, offset, power, privilege, license, lien, indemnity, interest, guaranty, or franchise of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, matured or unmatured, suspected or unsuspected, in contract or in tort, at law or in equity, or pursuant to any other theory of law or otherwise, of the Just Energy Entities against any Person, in each case based in whole or in part on any act or omission, transaction, dealing or other occurrence existing or taking place on or prior to the Closing Time (which Causes of Action for the avoidance of doubt shall be retained by the Acquired Entities on Closing). “CCAA” means the Companies’ Creditors Arrangement Act (Canada). “CCAA Court” has the meaning given to such term in Recital B. “CCAA Proceedings” means the proceedings commenced under the CCAA by the Applicants pursuant to the Initial CCAA Order. “Claims” has the meaning given to such term in the Claims Procedure Order. “Claims Bar Date” has the meaning given to such term in the Claims Procedure Order. “Claims Procedure Order” means the order of the CCAA Court dated September 15, 2021 in the CCAA Proceedings establishing a claims procedure in respect of the Just Energy Entities and which established November 1, 2021 on or before 5:00 p.m. (Toronto time) as the last date in which Persons wishing to assert a Claim against the Just Energy Entities could file such claim, as same may be further amended, restated or varied from time to time, and in all such cases any such amended, restated or varied order shall be in form and substance reasonably acceptable to the Just Energy Entities and the Purchaser. “Closing” means the completion of the sale and purchase of the Purchased Interests pursuant to this Agreement at the Closing Time, and all other transactions contemplated by this Agreement that are to occur contemporaneously with the sale and purchase of the Purchased Interests. “Closing Date” means a date no later than five (5) Business Days after the conditions set forth in Article 6 have been satisfied or waived, other than the conditions set forth in Article 6 that by their terms are to be satisfied or waived at the Closing (or such other date agreed to by the Parties in writing); provided that, if there is to be a Closing hereunder, then the Closing Date shall be no later than the Outside Date. “Closing Documents” means all contracts, agreements, certificates and instruments required by this Agreement to be delivered at or before the Closing. 7

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“Closing Time” means 10:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Parties agree in writing that the Closing Time shall take place. “Code” means the United States Internal Revenue Code of 1986, as amended. “Commissioner” means the Commissioner of Competition appointed under the Competition Act or any Person duly authorized to exercise powers of the Commission of Competition. “Commodity Agreement” means a gas supply agreement, electricity supply agreement or other agreement with any of the Just Energy Entities for the physical or financial purchase, sale, trading or hedging of natural gas, electricity or environmental derivative products, or contracts entered into for protection against fluctuations in foreign currency exchange rates, which shall include any master power purchase and sale agreement, base contract for sale and purchase, ISDA master agreement or similar agreement. “Commodity Supplier” means any counterparty to a Commodity Agreement. “Company” has the meaning given to such term in the preamble to this Agreement. “Company Subsidiaries” means collectively each Person that is controlled by the Just Energy Entities (for the purposes of this definition, “control”, as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise). “Competition Act” means the Competition Act (Canada), R.S.C., 1985, c. C-34. “Competition Act Approval” means that: (i) the Commissioner shall have issued an Advance Ruling Certificate under subsection 102(1) of the Competition Act in respect of the transactions contemplated by this Agreement, or (ii) the applicable waiting period under section 123 of the Competition Act shall have expired or been waived by the Commissioner, or the obligation to submit a notification shall have been waived under paragraph 113(c) of the Competition Act, and the Commissioner shall have issued a No Action Letter. “Confidential Information” means non-public, confidential, personal or proprietary information which is furnished to the Purchaser or any of its Affiliates by the Company or any of the Just Energy Entities’ representatives, including information about identifiable individuals, any information relating to the Just Energy Entities, or any customer or supplier of the Just Energy Entities, but does not include information that is or becomes generally available to the public other than as a result of disclosure by the Purchaser or its representatives in breach of this Agreement or that is received by the Purchaser from an independent third party that, to the knowledge of the Purchaser, obtained it lawfully and was under no duty of confidentiality (except to the extent that applicable privacy laws do not exclude such information from the definition of personal information) or that is independently developed by the Purchaser or its representatives without reference to any Confidential Information. 8

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“Continuing Contracts” means a contract, arrangement, or other agreement (oral or written) for which a notice of disclaimer pursuant to Section 32 of the CCAA has not been sent by any of the Just Energy Entities; provided that Continuing Contracts shall not include the Third Amended and Restated Scheduling Coordinator Agreement dated December 1, 2014 between Shell Energy North America (US), L.P., Just Energy New York Corp., Just Energy (U.S.) Corp. and Just Energy Solutions Inc. (formerly Commerce Energy, Inc.) or any other agreement whereby Shell performs ISO or scheduling services on behalf of any Applicant whereby an Applicant has reimbursement obligations to Shell for payments made by Shell on behalf of an Applicant to an ISO. “Credit Agreement” means the ninth amended and restated credit agreement dated as of September 28, 2020, by and among Just Energy Ontario L.P. and Just Energy (U.S.) Corp., as borrowers, the Credit Facility Agent and the Credit Facility Lenders, as such credit agreement may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with the terms thereof. “Credit Bid Consideration” has the meaning given to such term in Section 3.1(a)(ii). “Credit Facility Agent” means National Bank of Canada, in its capacity as administrative agent for the Credit Facility Lenders. “Credit Facility Documents” means, collectively, the Credit Agreement and all related documentation, including, all guarantee and security documentation related to the foregoing. “Credit Facility LC Claim” means any claim of or obligation owing to any Credit Facility Lender relating to any letter of credit issued but undrawn under the Credit Facility Documents immediately prior to Closing. “Credit Facility Lenders” means the lenders party to the Credit Agreement from time to time, in such capacity. “Credit Facility Remaining Debt” means all debts, liabilities and other obligations (other than the Credit Facility LC Claims and the Cash Management Obligations) owing by the Just Energy Entities to the Credit Facility Agent and the Credit Facility Lenders under the Credit Facility Documents as of the Closing Date that are not otherwise repaid in accordance with the New Credit Agreement. “DIP Agent” means Alter Domus (US) LLC, in its capacity as administrative and collateral agent for the DIP Lenders. “DIP Documents” means, collectively, the DIP Term Sheet and all related documentation, including, without limitation, all guarantee and security documentation, related to the foregoing. “DIP Financing” means the debtor-in-possession financing made pursuant to the DIP Term Sheet. “DIP Lenders” means the lenders under the DIP Term Sheet, in such capacity, and “DIP Lender” means any one of them. 9

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“DIP Term Sheet” means the CCAA Interim Debtor-in-Possession Financing Term Sheet between the Just Energy Entities party thereto, the DIP Agent and the DIP Lenders, dated as of March 9, 2021, as such term sheet may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with the terms thereof. “Disclosure Letter” means the disclosure letter dated the date hereof regarding this Agreement. “Employee Priority Claims” means any Claim for (a) accrued and unpaid wages and vacation pay owing to an employee of any of the Just Energy Entities whose employment was terminated between the Filing Date and the Closing Date and (b) unpaid amounts provided for in Section 6(5)(a) of the CCAA. “Employment Agreements” means, collectively, the employment agreements, the management compensation plans, and indemnification agreements of, or for the benefit of, the directors, officers and employees of any of the Just Energy Entities that, on or prior to the Closing, have not resigned, in each case, in existence on the date hereof; provided, however, that Employment Agreements shall not include employment agreements, the management compensation plans, and indemnification agreements of, or for the benefit of, the directors, officers and employees of any of the Just Energy Entities that have been terminated or disclaimed without the consent of the Purchaser. “Encumbrance” means any security interest (whether contractual, statutory or otherwise), lien, prior claim, charge, hypothec, reservation of ownership, pledge, encumbrance, mortgage, trust (including any statutory, deemed or constructive trust), option or adverse claim or encumbrance of any nature or kind. “Energy Regulator” means any federal or provincial energy regulators, provincial regulators of consumer sales that have authority with respect to energy sales, U.S. municipal, state, federal or other foreign energy regulatory bodies or agencies, local energy transmission and distribution companies, or regional transmission organizations or independent system operators. “Energy Regulator Claims” means any Claim that may be asserted by any Energy Regulator against a Just Energy Entity, excluding any: (i) Claim with respect to the subject matter of the Adversary Proceeding, including any Claim with respect to obligations of the Just Energy Entities underlying the invoices that are the subject of the Adversary Proceeding; and (ii) Claim by any Taxing Authority. “Energy Regulator Notices” means notice of the Agreement to the Energy Regulator in the time and manner required by Applicable Law and includes, but is not limited to, notice to the Energy Regulator regarding potential implications to performance guarantees that might have been provided in support of an application for a licence, order or permit, as the case may be. “Equity Financing” has the meaning given to such term in Section 5.9(b). “Equity Financing Sources” has the meaning given to such term in Section 5.9(b). 10

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“Equity Interests” means any capital share, capital stock, partnership, membership, joint venture or other ownership or equity interest, participation or securities (whether voting or nonvoting, whether preferred, common or otherwise, and including share appreciation, contingent interest or similar rights) of a Person. “ETA” means the Excise Tax Act (Canada). “Excluded Assets” has the meaning given to such term in Section 2.2. “Excluded Contracts” means contracts of the Just Energy Entities as specified on Schedule 2.2(c) of the Disclosure Letter. “Excluded Liabilities” has the meaning given to such term in Section 2.4. “Filing Date” means March 9, 2021. “Final Order” means with respect to any order or judgment of the CCAA Court or the U.S. Bankruptcy Court, or any other court of competent jurisdiction, with respect to the subject matter addressed in the CCAA Proceedings or the Chapter 15 Cases or the docket of any court of competent jurisdiction, that such order or judgement has not been vacated, set aside, reversed, stayed, modified or amended, and as to which the applicable periods to appeal, or seek certiorari or move for a new trial, reargument, or rehearing has expired and no appeal, leave to appeal, or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken or filed, or as to which any appeal has been taken or any petition for certiorari or leave to appeal that has been timely filed has been withdrawn or resolved in a manner acceptable to the Company and the Purchaser, each acting reasonably, by the highest court to which the order or judgment was appealed or from which leave to appeal or certiorari was sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order or has otherwise been dismissed with prejudice; provided, however, that the possibility that a motion under Rule 60 of the United States Federal Rules of Civil Procedure, or any analogous rule under the U.S. Bankruptcy Rules, may be filed relating to such order shall not cause such order to not be a Final Order. “Fundamental Representations and Warranties of the Company” means the representations and warranties of the Company included in Sections 4.1 Due Authorization and Enforceability of Obligations, 4.2 Existence and Good Standing and 4.4 Absence of Conflicts. “GAAP” means generally accepted accounting principles in the U.S., including International Accounting Standards and U.S. GAAP. “Governmental Authority” means any government, regulatory authority (including any Energy Regulator), governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation-making organization or entity (i) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them, or (ii) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power. 11

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“GST/HST” means all goods and services tax and harmonized sales tax imposed under Part IX of the ETA or any other statute in any jurisdiction of Canada. “Guarantee” has the meaning given to such term in Section 5.9(b). “HSR Act” means the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder, as amended. “Implementation Steps” has the meaning given to such term in Section 2.7(b). “Initial CCAA Order” means the initial order of the CCAA Court pursuant to the CCAA commencing the CCAA Proceedings, as amended, restated, supplemented and/or modified from time to time. “Initial Recognition Order” means the Order of the U.S. Bankruptcy Court in the U.S. Proceedings recognizing, on a final basis, the CCAA Proceedings as “foreign main proceedings” pursuant to section 1502(4) of the U.S. Bankruptcy Code. “Intercompany Claim” means any claim that may be asserted against any of the Just Energy Entities by or on behalf of any of the Just Energy Entities or any of their affiliated companies, partnerships, or other corporate entities. “Intercreditor Agreement” means the Sixth Amended and Restated Intercreditor Agreement dated as of September 1, 2015 between National Bank of Canada, as collateral agent and agent for itself as agent and the Lenders (as defined therein); Shell; BP Canada Energy Group ULC; BP Canada Energy Marketing Corp.; BP Energy Company; Exelon Generation Company, LLC; Bruce Power L.P.; EDF Trading North America, LLC; Nextera Energy Power Marketing, LLC; Macquarie Bank Limited; Macquarie Energy Canada Ltd.; Macquarie Energy LLC; Morgan Stanley Capital Group Inc.; and each other person identified as an Other Commodity Supplier (as defined therein) from time to time party thereto, and Just Energy Ontario L.P. and Just Energy (U.S.) Corp., as Borrowers (as defined therein) and each of the Guarantors (as defined therein) from time to time party thereto, as amended (as may be further amended, restated, supplemented, or otherwise modified from time to time). “Investment Canada Act” means the Investment Canada Act (Canada), R.S.C., 1985, c. 28 (1st Supp). “Investment Canada Act Approval” means both: (1) receipt by the Purchaser of a certification letter from the Director of Investments under the Investment Canada Act pursuant to subsection 13(1) of the Investment Canada Act confirming that that the transactions contemplated by this Agreement are not reviewable under Part IV of the Investment Canada Act; and (2) either: (A) no notice is given under subsection 25.2(1) or 25.3(2) of the Investment Canada Act within the prescribed period; or, (B) if notice is given under subsection 25.2(1) or 25.3(2) of the Investment Canada Act, then either (a) the Minister or Ministers under the Investment Canada Act have sent to the Purchaser a notice under paragraph 25.2(4)(a) or 25.3(6)(b) of the Investment Canada Act; or (b) the Governor in Council has issued an order under paragraph 25.4(1)(b) of the Investment Canada Act authorizing the transactions contemplated by this Agreement. 12

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“Just Energy Entities” means the Company, Just Energy Corp., Ontario Energy Commodities Inc., Universal Energy Corporation, Just Energy Finance Canada ULC, Hudson Energy Canada Corp., 11929747 Canada Inc., 12175592 Canada Inc., JE Services Holdco I Inc., JE Services Holdco II Inc., 8704104 Canada Inc., Just Energy Advanced Solutions Corp., Just Energy (U.S.) Corp., Just Energy Illinois Corp., Just Energy Indiana Corp., Just Energy Massachusetts Corp., Just Energy New York Corp., Just Energy Texas I Corp., Just Energy, LLC, Just Energy Pennsylvania Corp., Just Energy Michigan Corp., Just Energy Solutions Inc., Hudson Energy Services LLC, Hudson Energy Corp., Interactive Energy Group LLC, Hudson Parent Holdings LLC, Drag Marketing LLC, Just Energy Advanced Solutions LLC, Fulcrum Retail Energy LLC, Fulcrum Retail Holdings LLC, Tara Energy, LLC, Just Energy Marketing Corp., Just Energy Connecticut Corp., Just Energy Limited, Just Solar Holdings Corp., Just Energy (Finance) Hungary Zrt., Just Energy Ontario L.P., Just Energy Manitoba L.P., Just Energy (B.C.) Limited Partnership, Just Energy Québec L.P., Just Energy Trading L.P., Just Energy Alberta L.P., Just Green L.P., Just Energy Prairies L.P., JEBPO Services LLP, and Just Energy Texas LP. “Material Adverse Effect” means any change, effect, event, occurrence, state of facts or development that has had a material adverse effect on (i) the business, assets, liabilities, financial conditions or results of operations of the Just Energy Entities, collectively, or (ii) prevents the ability of any of the Just Energy Entities to perform its obligations under, or to consummate the transactions contemplated by, this Agreement, taken as a whole; in each case except to the extent that any such change, effect, event, occurrence, state of facts or development is attributable to: (a) general economic or business conditions; (b) Canada, the U.S. or foreign economies, or financial, banking or securities markets in general, or other general business, banking, financial or economic conditions (including (i) any disruption in any of the foregoing markets, (ii) any change in the currency exchange rates or (iii) any decline or rise in the price of any security, commodity, contract or index); (c) acts of God or other calamities, national or international political or social conditions, including the engagement and/or escalation by the U.S. or Canada in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the U.S. or Canada or any of their territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S. or Canada; (d) the identity of the Purchaser or its Affiliates; (e) conditions affecting generally the industry in which the Just Energy Entities participates; (f) the public announcement of, entry into or pendency of, actions required or contemplated by or performance of obligations under, this Agreement or the transactions contemplated by this Agreement, or the identity of the Parties, including any termination of, reduction in or similar adverse impact on relationships, contractual or otherwise, with any customers, suppliers, financing sources, licensors, licensees, distributors, partners, employees or others having relationships with the Just Energy Entities; (g) changes in Applicable Laws or the interpretation thereof; (h) any change in GAAP or other accounting requirements or principles; (i) national or international political, labor or social conditions; (j) the failure of the Just Energy Entities to meet or achieve the results set forth in any internal projections (but not the underlying facts giving rise to such failure unless such facts are otherwise excluded pursuant to the clauses contained in this definition); or (k) any change resulting from compliance with the terms of, or any actions taken (or not taken) by any Party pursuant to or in accordance with, this Agreement; provided that the exceptions set forth in clauses (a), (b), (c), (e), (g), (h) or (i) shall not apply to the extent that such event is disproportionately adverse to the Just Energy Entities, taken as a whole, as compared to other companies in the industries in which the Just Energy Entities operate. 13

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“Monitor” means FTI Consulting Canada Inc., as Court-appointed monitor of the Just Energy Entities in the CCAA Proceeding and not in its personal capacity. “Monitor’s Certificate” means the certificate delivered to the Purchaser and filed with the CCAA Court by the Monitor certifying that the Monitor has received written confirmation in form and substance satisfactory to the Monitor from the Company and the Purchaser that all conditions to Closing have been satisfied or waived by the applicable Parties and the transactions contemplated by this Agreement have been completed. “New Credit Agreement” means the tenth amended and restated credit agreement dated as of the Closing Date, by and among Just Energy Ontario L.P. and Just Energy (U.S.) Corp., as borrowers, the Credit Facility Agent and the Credit Facility Lenders, as such credit agreement may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with the terms thereof, which shall be in a form consistent with the term sheet with respect thereto as contained in Exhibit 1 of the Stalking Horse Term Sheet (as such term is defined in the Support Agreement) (including that any letters of credit issued by a Credit Facility Lender pursuant to the Credit Agreement shall continue under the New Credit Agreement or be discharged and, if required, replaced with new letters of credit issued under the New Credit Agreement, unless otherwise agreed to by the applicable Credit Facility Lender and the Just Energy Entities, with the consent of the Purchaser) and otherwise acceptable to the Purchaser as of the Closing Date. “New Intercreditor Agreement” means the seventh amended and restated intercreditor agreement by, among others, the Just Energy Entities, the Credit Facility Agent and the applicable Commodity Suppliers, which shall provide for the same relative supplier and lender priorities as contemplated in the existing sixth amended and restated intercreditor agreement subject to modifications contained therein, which shall be in a form consistent with the term sheet with respect thereto as contained in Exhibit 4 of the Stalking Horse Term Sheet (as such term is defined in the Support Agreement) and otherwise acceptable to the Purchaser as of the Closing Date. “New Preferred Equity” has the meaning given to such term in Section 2.1(a). “No Action Letter” means written confirmation from the Commissioner that the Commissioner does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the transactions contemplated by this Agreement. “Order” means any order of the Court made in the CCAA Proceedings, any order of the U.S. Court made in the U.S. Proceedings, or any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority. “Outside Date” has the meaning given to such term in Section 9.1(c). 14

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“Parties” means the Company and the Purchaser collectively, and “Party” means either the Company or the Purchaser, as the context requires. “PATRIOT Act” has the meaning given to such term in Section 5.11. “PCMLTFA” has the meaning given to such term in Section 5.11. "Permitted Encumbrances” means the Encumbrances listed in Schedule 1.1(b). “Person” means includes an individual, partnership, firm, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, entity, corporation, unincorporated association, or organization, syndicate, committee, court appointed representative, the government of a country or any political subdivision thereof, or any agency, board, tribunal, commission, bureau, instrumentality, or department of such government or political subdivision, or any other entity, howsoever designated or constituted, including any Taxing Authority, and the trustees, executors, administrators, or other legal representatives of an individual, and for greater certainty includes any Governmental Authority. “Post-Closing Straddle Tax Period” has the meaning given to such term in Section 7.4(c). “Post-Filing Claim” or “Post-Filing Claims” means any or all indebtedness, liability, or obligation of the Just Energy Entities of any kind that arises during and in respect of the period commencing on the Filing Date and ending on the day immediately preceding the Closing Date in respect of services rendered or supplies provided to the Just Energy Entities during such period or under or in accordance with any Continuing Contract; provided that, for certainty, such amounts are not a Restructuring Period Claim or a Restructuring Period D&O Claim, each as defined in the Claims Procedure Order. “Pre-Filing Claims” has the meaning given to such term in the Claims Procedure Order. “Priority Payments Amount” means cash in an amount equal to the value of the Priority Payments less the value of the Cash Purchase Price. “Priority Payments” has the meaning given to such term in the Vesting Order. “Purchase Price” has the meaning given to such term in Section 3.1(a). “Purchased Interests” has the meaning given to such term in Section 2.1(a). “Purchaser” has the meaning given to such term in the preamble to this Agreement. “Released Claims” means all claims, demands, complaints, grievances, actions, applications, suits, causes of action, Orders, charges, indictments, prosecutions, informations or other similar processes, assessments or reassessments, judgments, debts, liabilities, expenses, costs, damages or losses, contingent or otherwise, whether liquidated or unliquidated, matured or unmatured, disputed or undisputed, contractual, legal or equitable, including loss of value, professional fees, including “claims” as defined in the CCAA or the U.S. Bankruptcy Code and including fees and disbursements of legal counsel on a full indemnity basis, and all costs incurred in investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing. 15

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“Residual Co.” means an entity to be formed by the Company in Canada and an entity to be formed by the Company in the United States, in each case, in form satisfactory to the Purchaser, acting reasonably, prior to the Closing and each of which shall have no issued and outstanding shares; provided, that no such entity shall be a flow through entity for Canadian or U.S. tax purposes unless approved by the Purchaser. “Sanctioned Country” means any country or territory to the extent that such country or territory itself is the subject of any comprehensive sanctions (currently, Crimea, Cuba, Iran, North Korea, Syria and those portions of the Donetsk People’s Republic or Luhansk People’s Republic regions (and such other regions) of Ukraine over which any Sanctions Law authority imposes comprehensive Sanctions Laws), or any country or territory whose government is the subject of Sanctions Laws (currently, Venezuela) or that is otherwise the subject of broad restrictions under Sanctions Laws (including Afghanistan, Russia and Belarus). “Sanctioned Person” means (i) any Person identified in any Sanctions Law-related list of designated Persons maintained by the Government of Canada or other Sanctions Laws authorities, (ii) any Person located, incorporated, or resident in a Sanctioned Country, or (iii) any Person directly or indirectly owned or controlled by, or acting for the benefit or on behalf of, a Person described in clause (i) or (ii) to the extent the owned or controlled Person is itself subject to the restrictions or prohibitions as the Person described in clause (i) or (ii). “Sanctions Laws” means economic and financial sanctions laws administered, enacted or enforced from time to time by the Government of Canada, U.S., European Union, United Kingdom, or United Nations Security Council. “Shell” has the meaning given to such term in Section 6.2(i). “SISP” means the Sale and Investment Solicitation Process substantially in the form as appended as Exhibit D of the Support Agreement or otherwise in form and substance satisfactory to the Purchaser and the Company, each acting reasonably. “SISP Order” means an order of the CCAA Court that, among other things, approves the SISP and related matters, substantially in the form as contained in Exhibit 2 of the Stalking Horse Term Sheet (as such term is defined in the Support Agreement), or as otherwise acceptable to the Purchaser and the Company, each acting reasonably. “SISP Recognition Order” means the Order of the U.S. Bankruptcy Court entered in the U.S. Proceedings recognizing and giving effect to the SISP Order, which order shall be in form and substance acceptable to the Purchaser and the Company, each acting reasonably. “Successful Bid” has the meaning given to such term in the SISP. “Support Agreement” has the meaning given to such term in Recital D. 16

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“Tax” and “Taxes” means taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever (including withholding on amounts paid to or by any Person) imposed by any Taxing Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Taxing Authority in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, escheat, property, development, occupancy, employer health, payroll, employment, health, disability, severance, unemployment, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all license, franchise and registration fees and all employment insurance, health insurance and Canada, Ontario and other government pension plan premiums or contributions. “Tax Act” means the Income Tax Act (Canada) and shall also include a reference to any applicable and corresponding provisions under the income tax laws of a province or territory of Canada, as applicable. “Tax Return” means any return, declaration, report, statement, information statement, form, election, amendment, claim for refund, schedule or attachment thereto or other document filed or required to be filed with a Taxing Authority with respect to Taxes. “Taxing Authority” means Her Majesty the Queen in right of Canada, Her Majesty the Queen in right of any province or territory of Canada, the Canada Revenue Agency, any similar revenue or taxing authority of Canada and each and every province or territory of Canada and any political subdivision thereof, the United States Internal Revenue Service, any similar revenue or taxing authority of the U.S. and each and every state and locality of the U.S., and any Canadian, U.S. or other Governmental Authority exercising taxing authority or power, and “Taxing Authority” means any one of the Taxing Authorities. “Transaction Regulatory Approvals” means any material licenses, permits or approvals required from any Governmental Authority or under any Applicable Laws relating to the business and operations of the Just Energy Entities that would be required to be obtained in order to permit the Just Energy Entities and Purchaser to complete the transactions contemplated by this Agreement and the Support Agreement, including but not limited to, and in each case to the extent it has been agreed to in accordance this Agreement that such approval shall be obtained, the Federal Energy Regulatory Commission, the Competition Act Approval, the Antitrust Approvals and the Investment Canada Act Approval. “Transfer Taxes” means all transfer, documentary, sales, use, stamp, registration, customs duties, import and export taxes, surtaxes, value added, GST/HST, provincial sales/retail Taxes, conveyance fees, security interest filing or recording fee and any other similar Taxes (including any real property transfer Tax and any other similar Tax), any governmental assessment, and any related penalties and interest. “U.S.” means the United States of America. “U.S. Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101 et seq, as amended. 17

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“U.S. Bankruptcy Court” means the United States Bankruptcy Court for the District of Texas, Houston Division, overseeing the U.S. Proceedings. “U.S. Proceedings” has the meaning given to such term in Recital C. “Vesting Order” means an order of the CCAA Court substantially in the form of Exhibit 3 of the Stalking Horse Term Sheet (as such term is defined in the Support Agreement) (or as otherwise acceptable to the Purchaser and the Company, each acting reasonably). “Vesting Recognition Order” means an order of the U.S. Bankruptcy Court entered in the U.S. Proceedings in form and substance acceptable to the Purchaser, which shall, among other things, recognize and give effect to the Vesting Order and otherwise approve this Agreement and the transactions contemplated hereby. 1.2 Statutes Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended, re-enacted or replaced. 1.3 Headings, Table of Contents, etc. The provision of a table of contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the interpretation of this Agreement. The recitals to this Agreement are an integral part of this Agreement. 1.4 Gender and Number In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. 1.5 Currency Except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in U.S. dollars. References to “$” are to U.S. dollars. References to “C$” are to Canadian dollars. 1.6 Certain Phrases In this Agreement (i) the words “including”, “includes” and “include” and any derivatives of such words mean “including (or includes or include) without limitation” and (ii) the words “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”. The expression “Article”, “Section” and other subdivision followed by a number, mean and refer to the specified Article, Section or other subdivision of this Agreement. 18

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1.7 Invalidity of Provisions Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon (i) such a determination of invalidity or unenforceability or (ii) any change in Applicable Law or other action by any Governmental Authority which materially detracts from the legal or economic rights or benefits, or materially increases the obligations, of any Party or any of its Affiliates under this Agreement, the Parties shall negotiate to modify this Agreement in good faith so as to effect the original intent of the Parties as closely as possible in an acceptable manner so that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible. 1.8 Knowledge Any reference to the knowledge of (i) the Company or the Just Energy Entities, means the actual knowledge, after reasonable inquiry, of R. Scott Gahn, Michael Carter and Jonah Davids, and (ii) the Purchaser, means the actual knowledge, after reasonable inquiry, of Scott Striegel. 1.9 Entire Agreement This Agreement, the Disclosure Letter, the Support Agreement and the agreements and other documents required to be delivered pursuant to this Agreement or the Support Agreement, constitute the entire agreement among the Parties, and set out all the covenants, promises, warranties, representations, conditions and agreements among the Parties in connection with the subject matter of this Agreement, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, pre-contractual or otherwise. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, whether oral or written, pre-contractual or otherwise, express, implied or collateral among the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement or the Support Agreement and any document required to be delivered pursuant to this Agreement or the Support Agreement. 1.10 Waiver, Amendment Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by all Parties hereto. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. 1.11 Governing Law; Jurisdiction and Venue This Agreement, the rights and obligations of the Parties under this Agreement, and any Claim or controversy directly or indirectly based upon or arising out of this Agreement or the transactions contemplated by this Agreement (whether based on contract, tort or any other theory), including all matters of construction, validity and performance, shall in all respects be governed by, and interpreted, construed and determined in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to the conflicts of law principles thereof. The Parties consent to the jurisdiction and venue of the CCAA Court for the resolution of any such disputes arising under this Agreement. Each Party agrees that service of process on such Party as provided in Section 11.7 shall be deemed effective service of process on such Party. 19

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1.12 Incorporation of Disclosure Letter, Schedules and Exhibits The Disclosure Letter and any schedule or exhibit attached thereto, and any schedule or exhibit attached to this Agreement, is an integral part of this Agreement. 1.13 Accounting Terms All accounting terms used in this Agreement are to be interpreted in accordance with GAAP unless otherwise specified. 1.14 Non-Business Days Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day. 1.15 Computation of Time Periods If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Agreement, then the first day of the period is not counted, but the day of its expiry is counted. ARTICLE 2 PURCHASE AND SALE 2.1 Agreement to Purchase and Sell Purchased Interests (a) Upon and subject to the terms and conditions of this Agreement, at the Closing and effective as o f the Closing Time, and subject to the completion of the Implementation Steps required to be completed prior to the Closing Time, the Company shall cause Just Energy (U.S.) Corp. to issue tothe Purchaser, and each Purchaser (severally and not jointly) shall purchase from Just Energy (U.S.)Corp., free and clear of all Encumbrances (other than Permitted Encumbrances), newly issue d common equity, and newly issued preferred equity (the “New Preferred Equity”) of Just Energy (U.S.) Corp. (or its successor if converted into another entity prior to the Closing in accordance withthe Implementation Steps), with such equity interests to be allocated to each Purchaser as set forthon Schedule 2.1(a) (collectivel y , the “Purchased Interests”). (b) The terms of the New Preferred Equity shall be consistent with the terms set forth on Exhibit A hereto. 20

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(c) Pursuant to the Vesting Order, in accordance with the Implementation Steps, all Equity Interests o f Just Energy (U.S.) Corp. outstanding prior to the issuance of the Purchased Interests shall becancelled, and the Purchased Interests shall represent 100% of the outstanding Equity Interests in Just Ener gy (U.S.) Corp. after such cancellation and issuance. (d) In accordance with the Implementation Steps, Just Energy (U.S.) Corp. shall subscribe for and theCompany shall issue to Just Energy (U.S.) Corp. newly issued common equity of the Company and p ursuant to the Vesting Order and Articles of Reorganization immediately after the issuance of suchcommon equity, all other Equity Interests of the Company shall be cancelled or redeemed, and, immediately after such cancellation or redemption, Just Energy (U.S.) Corp. shall hold 100% of theoutstandin g Equit y Interests in the Compan y . (e) For the avoidance of doubt, upon the Closing and after the completion of the Implementation Steps, each other Just Energy Entity (including the Company) and every direct and indirect subsidiary o f the Company, except those listed on Schedule 2.2(f), shall be owned, directly or indirectly, by Jus t Ener gy (U.S.) Corp. 2.2 Excluded Assets Notwithstanding any provision of this Agreement to the contrary, as of the Closing, the assets of the Just Energy Entities shall not include any of the following assets, together with any other assets as set forth on Schedule 2.2 of the Disclosure Letter (collectively, the “Excluded Assets”): (a) the Tax records and returns, and books and records pertaining thereto and other documents, in eachcase, that primarily or solely relate to any of the Excluded Liabilities, provided that the applicableJust Energy Entity may take copies of all Tax records and books and records pertaining to suc h records (as redacted, if applicable) to the extent necessary or useful for the carrying on of theBusiness after Closing, including the filing of any Tax Return, provided, however that Residual Co. shall retain the original copies of any of the records required to be provided to the applicable Jus t Energy Entity hereunder (and provide the applicable Just Energy Entity with a copy thereof) to the extent Residual Co. is required to do so under Applicable Law; (b) the Administrative Expense Amount; (c) the Priority Payments Amount, which for the avoidance of doubt, shall be paid in accordance withSection 3.2 and shall not be transferred to Residual Co pursuant to Section 2.6; (d) the Excluded Contracts; (e) all communications, information or records, written or oral, that are in any way related to (i) the transactions contemplated by this Agreement, (ii) the sale of the Purchased Interests, (iii) an y Excluded Asset or (iv) an y Excluded Liabilit y ; 21

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(f) the equity interests of each entity set forth on Schedule 2.2(f), which Schedule may be modified as agreed upon by the Company and the Purchaser, each acting reasonably, at least seven (7) days p rio r to the hearing of the Just Energy Entities’ motion to the CCAA Court seeking the Vesting Order; an d ( g ) an y ri g hts which accrue to Residual Co. under the transaction documents. 2.3 Liabilities of Just Energy Entities Subject to the Implementation Steps and pursuant to this Agreement and the Vesting Order, as of the Closing Time the only obligations and liabilities of the Just Energy Entities shall consist of only the items specifically set forth below, as applicable (collectively, the “Assumed Liabilities”); provided, for the avoidance of doubt the Assumed Liabilities of any Just Energy Entities pursuant to this Section 2.3 shall continue to be liabilities of the applicable Just Energy Entity (and, except as applied to Section 2.3(f)) no other Person) as of the Closing; provided, further, however, that each of the Just Energy Entities shall take such steps as are necessary to ensure that any claim that could give rise to responsible person liability is satisfied if the applicable Just Energy Entity is, for any reason, unable to satisfy such claim: (a) P os t - F ilin g Claims – all Pos t -Filin g Claims; (b) L iabilities of Just Energy Entities – all liabilities of the Just Energy Entities arising from and afte r Closin g ; (c) Credit Facilit y – all Credit Facilit y LC Claims and the Credit Facilit y Remainin g Debt (if an y ); (d) Cash Mana g ement Obli g ations – all Cash Mana g ement Obli g ations; (e) E ner gy Re g ulator Claims – Ener gy Re g ulator Claims relatin g to the Just Ener gy Entities; (f) Taxes – (A) Tax liabilities of the Just Energy Entities for any tax period or the portion thereo f beginning on or after the Filing Date, and (B) any other Taxes, including sales or use taxes, payable to a Taxing Authority for any period whereby the nonpayment of which by any Just Energy Entitycould result in a responsible person associated with a Just Energy Entity being held personally liablefor such nonpayment, excluding from (A), for the avoidance of doubt (x) all income tax or similar liabilities of any Just Energy Entity for any tax period ending prior to the Filing Date, and (y) any Tax or similar liability directly and solely related to the Excluded Assets, other than Taxes with respect to which any current or former employee, officer, director or other individual may be held liable under any applicable statute imposing responsible person liability for unpaid taxes (excluding,for the avoidance of doubt, an y such person servin g in such capacit y at Residual Co.); (g) Texas Comptroller – All Claims of the Texas Comptroller of Public Accounts that have beenaccepted pursuant to the Claims Procedure Order; 22

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(h) I ntercompany Claims – Intercompany Claims between Just Energy Entities to the extent that theImplementation Steps contemplate such claims continuin g as Assumed Liabilities; (i) I ndemnification Obligations – any and all indemnification obligations of the Just Energy Entities tocurrent and former directors, officers and or other person employed or previously employed by the Just Ener gy Entities (excludin g , for the avoidance of doubt, Residual Co.); ( j ) E mplo y ee Priorit y Claims – all Emplo y ee Priorit y Claims; an d (k) N on-Just Energy Entity Liabilities – all obligations and liabilities of the direct and indirec t subsidiaries of the Company that are not Just Energy Entities, excluding those set forth on Schedule 2.2(f). Notwithstanding the foregoing, nothing in this Agreement shall be read to extend or shall be interpreted as extending or amending the Claims Bar Date or give or shall be interpreted as giving any rights to any Person in respect of Claims against any Just Energy Entity that have been barred or extinguished pursuant to the Claims Procedure Order (it being understood that this proviso shall in no way limit the assumption of liabilities described in Section 2.3(f)(B)). 2.4 Excluded Liabilities Except as expressly assumed pursuant to or specifically contemplated by Section 2.3, all Claims and all debts, obligations, and liabilities of the Just Energy Entities or any predecessors of the Just Energy Entities, of any kind or nature, shall be assigned and become the sole obligation of the applicable Residual Co. pursuant to the terms of the Vesting Order and this Agreement, and, as of the Closing, the Just Energy Entities shall not have any obligation, duty, or liability of any kind whatsoever, except as expressly assumed pursuant to Section 2.3, whether accrued, contingent, known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, unliquidated, absolute, accrued, contingent or otherwise, and whether due or to become due, and such liabilities or obligations shall be the sole responsibility of the applicable Residual Co. (collectively, the “Excluded Liabilities”). All intercompany obligations and balances which do not continue as Assumed Liabilities pursuant to the Implementation Steps shall be Excluded Liabilities. 2.5 Transfer of Excluded Liabilities to Residual Co. On the Closing Date, pursuant to the terms of the Vesting Order, the Just Energy Entities shall assign and transfer the Excluded Liabilities to the applicable Residual Co. (with Excluded Liabilities with respect to any Just Energy Entity organized in Canada being assigned to the Residual Co. organized in Canada and any Excluded Liabilities with respect to any Just Energy Entity organized in the United States being assigned to the Residual Co. organized in the United States), and such Residual Co. shall assume the applicable Excluded Liabilities. All of the Excluded Liabilities shall be discharged from the Just Energy Entities as of the Closing, pursuant to the Vesting Order. 23

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2.6 Transfer of Excluded Assets to Residual Co. On the Closing Date, pursuant to the terms of the Vesting Order and, where applicable, in consideration for Residual Co. assuming the Excluded Liabilities pursuant to Section 2.5 from a Just Energy Entity, the Just Energy Entities shall assign and transfer the Excluded Assets to the applicable Residual Co. (with Excluded Assets with respect to any Just Energy Entity organized in Canada being assigned to the Residual Co. organized in Canada and any Excluded Assets with respect to any Just Energy Entity organized in the United States being assigned to the Residual Co. organized in the United States), and the Excluded Assets shall be vested in the applicable Residual Co. pursuant to the Vesting Order. 2.7 Pre-Closing and Closing Reorganization (a) The specific mechanism for implementing the Closing, payment of the Cash Purchase Price an d Credit Bid Consideration, and the structure of the transactions contemplated by this Agreement shall b e structured in a tax efficient manner mutuall y a g reed upon b y the parties, each actin g reasonabl y . (b) On or prior to the Closing Date, the Just Energy Entities shall effect the transaction steps and pre-closing reorganization (collectively, the “Implementation Steps”) of the Just Energy Entities as se t forth on a schedule to be agreed upon by the Company, the Credit Facility Lenders and thePurchaser, each acting reasonably, at least seven (7) days prior to the hearing of the Just Energy Entities’ motion to the CCAA Court seeking the Vesting Order; provided that in no event will theImplementation Steps described in Schedule 2.7(c) b e materially prejudicial to the interests of the Purchaser under the other sections of this Agreement. The Implementation Steps may include,without limitation, resolving intercompany obligations, the formation of new entities required toimplement the transactions contemplated by this Agreement in a tax efficient manner, amending thepartnership agreements to reflect the economic arrangement of the parties, and transfers of equity interests in the Just Energy Entities as agreed upon by the Company, the Credit Facility Lenders an d the Purchaser, each actin g reasonabl y , consistent with Section 2.7(a). (c) The Implementation Steps shall occur, and be deemed to have occurred in the order and manner to b e set out in Schedule 2.7(c). (d) The steps to be taken and the compromises and releases to be effective on the Closing Date aredeemed to occur and be effected in the steps and sequential order set forth in Schedule 2.7(c), b e g innin g on or before the Closin g Date at such time as is specified therein. 24

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ARTICLE 3 PURCHASE PRICE AND RELATED MATTERS 3.1 Purchase Price (a) The purchase p rice payable by each Purchaser (severally and not jointly) for the Purchased Interests(the “Purchase Price”) shall be: (i) cash in the amount of $184,857,692.31, plus up to an additional C$10 million solely in theevent and to the extent additional funds (taking into account the Cash Purchase Price, theaggregate amount of cash held by the Just Energy Entities as of the Closing Date and the Credit Facility Remaining Debt) are required to pay all amounts to be paid by the Jus t Energy Entities pursuant to this Agreement and the Vesting Order (the “Cash Purchase Price”), allocated amon g each Purchaser in the amounts set forth on Schedule 3.1(a)(i); (ii) subject to the Implementation Steps, the release of the applicable Just Energy Entities fro m all amounts outstanding and obligations owing to CBHT Energy I LLC pursuant to the BPCommodity/ISO Services Claim as of the Closing Date, including the principal amount o f such claims and interest accrued as of the Closing Date, which amount as of the Filing Date is $229,461,558.59 and C$170,652.60, plus all accrued and unpaid interest thereon throughto and including the Closing Date, in return for the issuance of the New Preferred Equity,plus any fees and expenses associated therewith (such aggregate amount, the “Credit Bid Consideration”); an d (iii) the assumption of the Assumed Liabilities as set forth herein. (b) Each Purchaser shall satisfy the obligations pursuant to Section 3.1 and the Purchase Price as follows: (i) CBHT Energy I LLC shall, at the Closing Time, in respect of the Credit Bid Consideration,cause the release of the applicable Just Energy Entities from all amounts outstanding andobligations owing pursuant to the BP Commodity/ISO Services Claim, including theprincipal amount of such claims and interest accrued as of the Closing Date, and any othe r documents or agreements entered into therewith in an aggregate amount equal to the Credi t Bid Consideration, upon which the BP Commodity/ISO Services Claim, together with alldocuments, instruments, agreements and other related instruments shall, automatically andwithout any further formality, be released, discharged, terminated and of no further force and effect; an d (ii) at the Closing Time, each Purchaser (other than CBHT Energy I LLC) shall pay to the Company its respective portion of the Cash Purchase Price (as allocated on Schedule 3.1(a)(i)). 25

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(c) The Purchaser and its Affiliates, on the one hand, and the Company, and any of its Affiliates, on theother hand, shall be entitled to deduct and withhold from the Purchase Price or other amountsotherwise payable pursuant to this Agreement such amounts as such Person is required to deduct and withhold under Applicable Law provided, however, that the Purchaser and its Affiliates shallnot make any such deduction or withholding pursuant to Section 1445 of the Code, as long as a t Closing, the Company shall have delivered to the Purchaser certification required b y Section 10.2(c). Before making any such deduction or withholding, the withholding agent shall use commercially reasonable efforts to provide the Person in respect of which deduction or withholdingis p roposed to be made reasonable advance written notice of the intention to make such deductionor withholding, and the withholding agent shall cooperate with any reasonable request from suchPerson to obtain reduction of or relief from such deduction or withholding to the extent permitted b y Applicable Law. To the extent that amounts are so deducted and withheld and remitted to theappropriate Taxing Authority, such amounts shall be treated for all purposes of this Agreement ashavin g been paid to the Person in respect of which such deduction and withholdin g was made. 3.2 Payment of Certain Liabilities On the Closing Date, upon payment of the Cash Purchase Price to the Company, the Just Energy Entities shall satisfy, in accordance with the Implementation Steps, the Priority Payments as required to be paid on Closing in the Vesting Order from the Priority Payments Amount plus the Cash Purchase Price such that all the Priority Payments shall be satisfied in full in connection with the Closing. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants, on behalf of itself and all other Just Energy Entities, to the Purchaser as follows, and acknowledges that the Purchaser is relying upon the following representations and warranties in connection with its purchase of the Purchased Interests: 4.1 Due Authorization and Enforceability of Obligations This Agreement has been duly authorized, executed and delivered by it, and, subject to the granting of the SISP Order this Agreement constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 4.2 Existence and Good Standing Each of the Just Energy Entities is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and, subject to the granting of the SISP Order, (i) has all requisite power and authority to execute and deliver this Agreement and (ii) has taken all requisite corporate or other action necessary for it to execute and deliver this Agreement and to perform its obligations hereunder and consummate the transaction contemplated hereunder. 26

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4.3 Sophisticated Parties Each of the Just Energy Entities (i) is a sophisticated party with sufficient knowledge and experience to evaluate properly the terms and conditions of this Agreement, (ii) has conducted its own analysis and made its own decision to enter into this Agreement and has obtained such independent advice in this regard as it deemed appropriate, and (iii) has not relied on such analysis or decision of any Person other than its own independent advisors. 4.4 Absence of Conflicts The execution and delivery of this Agreement by the Company and the completion by the Company of its obligations hereunder and the consummation of the transactions contemplated herein do not and will not violate or conflict with any Applicable Law, or any of the properties or assets of any Just Energy Entity, (subject to the receipt of any Transaction Regulatory Approvals) and will not result (with due notice or the passage of time or both) in a violation, conflict or breach of, or constitute a default under, or require any consent to be obtained under the certificate of incorporation, articles, by-laws or other constituent documents of any Just Energy Entity. The execution, delivery and performance by the Company does not and will not: (x) violate any provision of law, rule, or regulation applicable to the Just Energy Entities or any Just Energy Entity’s charter or by-laws (or other similar governing documents) or those of any subsidiaries; (y) except as the consummation of the transactions contemplated herein may constitute a “Change of Control” (as may be defined in the Credit Agreement, the Intercreditor Agreement, the existing supply agreements with Shell, and the Term Loan Agreement) or any equivalent concept under the Credit Agreement, the Intercreditor Agreement, the existing supply agreements with Shell, or the Term Loan Agreement, conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material agreement to which any Just Energy Entity is a party or any debt for borrowed money to which it is a party that, in any case, is not remedied, cured or waived, or (z) violate any Order, statute, rule, or regulation. 4.5 Approvals and Consents The execution and delivery of this Agreement by the Company, the completion by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated herein, do not and will not require any consent or approval or other action, with or by, any Governmental Authority, other than as contemplated by the SISP Order and the Transaction Regulatory Approvals. 4.6 No Actions There is not, as of the date hereof, pending or, to the Company’s knowledge, threatened against any Just Energy Entity or any of its properties, nor has any Just Energy Entity received any written notice in respect of, any claim, potential claim, litigation, action, suit, arbitration, investigation or other proceeding before any Governmental Authority or legislative body that, would prevent the Company from executing and delivering this Agreement, performing its obligations hereunder and consummating the transactions and agreements contemplated by this Agreement. 27

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4.7 Subsidiaries Schedule 4.7 sets forth a complete and correct list of the name and jurisdiction of organization of each Just Energy Entity. All the outstanding Equity Interests of the Just Energy Entities (other than those of the Company) are owned by the Company, by one or more Company Subsidiaries or by the Company and one or more Company Subsidiaries, free and clear of all pledges, claims, liens, charges, options, security interests, licenses or other encumbrances of any kind or nature whatsoever (other than Permitted Encumbrances), except for transfer restrictions imposed by applicable securities laws, and, except as would not be material to the Company and the Just Energy Entities, taken as a whole, are duly authorized, validly issued, fully paid and nonassessable and not subject to any pre-emptive rights. Except for the Equity Interests in the Just Energy Entities, the Company does not own, directly or indirectly, any Equity Interests in, any Person. 4.8 No Stop Order As of the time of entering into this Agreement, no order halting or suspending trading in securities of the Just Energy Entities has been issued to and is outstanding against any of the Just Energy Entities, and, to any Just Energy Entity’s knowledge, no investigations or proceedings for such purpose are pending or threatened. 4.9 Support Agreement Representations and Warranties The representations and warranties of Just Energy in the Support Agreement are true and correct. 4.10 Sanctioned Person None of the Just Energy Entities, nor any of their respective officers, directors, employees or agents, is a Sanctioned Person. 4.11 Sanctions Laws None of the Just Energy Entities has (i) assets located in, or otherwise directly or, to the knowledge of any of the Just Energy Entities, indirectly, derives revenues from or engages in, investments, dealings, activities, or transactions in or with, any Sanctioned Country in violation of Sanctions Laws; or (ii) directly or, to the knowledge of any of the Just Energy Entities, indirectly, derives revenues from or engages in investments, dealings, activities, or transactions with, any Sanctioned Person in violation of Sanctions Laws. 4.12 Anti-Money Laundering Laws; Anti-Corruption Laws (a) The operations of the Just Energy Entities are and have been at all times conducted in compliancewith, in all respects, (i) the U.S. Currency and Foreign Transactions Reporting Act of 1970, thePCMLTFA (as defined below), the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956- 1957), the PATRIOT Act (as defined below), the Bank Secrecy Act (31 U.S.C. §§5311-5332), an d any other applicable laws related to money laundering or terrorism financing (“Anti-Mone y Laundering Laws”), (ii) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and therules and regulations thereunder, and any other applicable laws or regulations concerning or relatingto briber y or corruption (“Anti-Corruption Laws”) and (iii) Sanctions Laws. 28

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(b) N o action, suit, investigation or legal proceeding by or before any Governmental Authority or any arbitrator involving the Just Energy Entities or any officer, director, employee or agent thereof, o r any informal or formal investigation by any Just Energy Entity or its legal or other representativesinvolving the foregoing, with respect to Anti-Money Laundering Laws, Anti-Corruption Laws o r Sanctions Laws is pendin g , or to the knowled g e of an y of the Just Ener gy Entities, threatened. (c) Each Just Energy Entity has instituted and maintains policies and procedures designed to ensurecompliance by each Just Energy Entity and its directors, officers, employees, and agents with Anti-Corruption Laws, Anti-Mone y Launderin g Laws, and Sanctions Laws. 4.13 Investment Canada Act Neither the Company nor any of the Just Energy Entities carries on a “cultural business” within the meaning of the Investment Canada Act. ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER Each Purchaser represents and warrants, severally and not jointly, and only as to itself, to the Company as follows, and acknowledges that the Company is relying upon the following representations and warranties in connection with the sale of the Purchased Interests: 5.1 Due Authorization and Enforceability of Obligations This Agreement has been duly authorized, executed and delivered by each Purchaser, and, assuming the due authorization, execution and delivery by it, this Agreement constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 5.2 Existence and Good Standing Each Purchaser is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and consummate the transactions contemplated by this Agreement. 29

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5.3 Sophisticated Party Each Purchaser (i) is a sophisticated party with sufficient knowledge and experience to evaluate properly the terms and conditions of this Agreement, (ii) has conducted its own analysis and made its own decision to enter into this Agreement and has obtained such independent advice in this regard as it deemed appropriate, and (iii) has not relied on such analysis or decision of any Person other than its own independent advisors. 5.4 Absence of Conflicts The execution and delivery of this Agreement by the each and the completion by each Purchaser of its obligations hereunder and the consummation of the transactions contemplated herein do not and will not violate or conflict with any Applicable Law, or any of its properties or assets, (subject to the receipt of any Transaction Regulatory Approvals) and will not result (with due notice or the passage of time or both) in a violation, conflict or breach of, or constitute a default under, or require any consent to be obtained under its certificate of incorporation, articles, by-laws or other constituent documents. 5.5 Approvals and Consents The execution and delivery of this Agreement by each Purchaser, the completion by each Purchaser of its obligations hereunder and the consummation by each Purchaser of the transactions contemplated herein, do not and will not require any consent or approval or other action, with or by, any Governmental Authority, other than as contemplated by any Order and the Transaction Regulatory Approvals. 5.6 No Actions There is not, as of the date hereof, pending or, to each Purchaser’s knowledge, threatened against it or any of its properties, nor has any Purchaser received notice in respect of, any claim, potential claim, litigation, action, suit, arbitration, investigation or other proceeding before any Governmental Authority or legislative body that, would prevent it from executing and delivering this Agreement, performing its obligations hereunder and consummating the transactions and agreements contemplated by this Agreement. 5.7 Accredited Investor Each Purchaser is an “accredited investor”, as such term is defined in NI 45-106 and in Rule 501 of Regulation D under the United States Securities Act of 1933 (the “Securities Act”) and it was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and acknowledges that the Purchased Interests will be subject to resale restrictions under applicable securities laws. The Purchased Interests are being acquired by each Purchaser for its own account, and not with a view to, or for the offer or sale in connection with, any public distribution or sale of the Purchased Interests or any interest in them. Each Purchaser has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Purchased Interests, and each Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Purchased Interests. Each Purchaser acknowledges that the Purchased Interests are not registered under the Securities Act, any state securities law, regulation or rule or any applicable foreign securities law, regulation or rule, and agrees that the Purchased Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and any other applicable state and foreign securities laws. 30

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5.8 Financial Ability Each Purchaser has and will have at all relevant times, the financial ability and sufficient funds to perform all of its obligations under this Agreement, and the availability of such funds will not be subject to the consent, approval or authorization of any Person or the availability of any financing. 5.9 Credit Bid; Availability of Funds (a) CBHT Energy I LLC has executed, on or prior to the date hereof, the requisite instruction letters tofully authorize the Purchaser, and the Purchaser is duly authorized, to, among other things, delive r the Credit Bid Consideration in connection with the consummation of the Closin g hereunder. (b) The Purchaser has delivered to the Company complete and accurate copies of executed limitedguarantees dated as of the date of this Agreement (each, a “Guarantee” and collectively, the “Guarantees”) from certain Affiliates of the Purchaser (the “Equity Financing Sources”) pursuan t to which the Equity Financing Sources have guaranteed, for the benefit of the Company, subjec t only to the terms and conditions therein, the Cash Purchase Price (the “Equity Financing”) amongst other g uarantees set out therein. (c) Each Guarantee, in the form so delivered to the Company, is in full force and effect and is a legal,valid and binding obligation of the Purchaser and the respective Equity Financing Sources,enforceable against the parties thereto in accordance with its terms, and the Purchaser knows of nofact or circumstance that would cause the Equity Financing to be unavailable on a timely basis in order to consummate the Closing on the terms and subject to the conditions therein. There are noother agreements, side letters or arrangements to which the Purchaser is a party relating to anyGuarantee that could reasonably be expected to prevent, impair or materially delay theconsummation of the Equity Financing. As of this date of this Agreement, none of the Guaranteeshas been amended or modified (and no such amendment or modification is contemplated), and therespective commitments set forth in the Guarantees have not been withdrawn or rescinded in anyrespect (and no such withdrawal or rescission is contemplated). 5.10 No Sanctions No Purchaser nor any of its subsidiaries nor any of their respective directors or officers or, to its knowledge, employees acting on behalf of it or any of its subsidiaries, (i) is a Person identified in any sanctions-related list of designated Persons maintained by the Government of Canada, or (ii) is greater than 50% owned or controlled by any Person described under clause (i) to the extent the owned or controlled Person is itself subject to the restrictions or prohibitions as the Person described in clause (i). 31

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5.11 Purchase Price Funds To the Purchaser’s knowledge, the funds representing the Cash Purchase Price for the Purchased Interests and the aggregate amounts which will be paid by it to the Company hereunder: (i) do not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”), and (ii) have not been and will not be derived directly or indirectly from or related to any activity that is deemed criminal under the laws of Canada, the U.S., or any other jurisdiction, in each case, with respect to each of clause (i) and (ii), in violation thereof. The Purchaser acknowledges and agrees that the Just Energy Entities may be required by Law to provide disclosure pursuant to the PCMLTFA. The funds representing payment of the amounts to be advanced by the Purchaser hereunder will not represent proceeds of crime for the purposes of the U.S. Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) in violation of the PATRIOT Act, and the Purchaser acknowledges that the Just Energy Entities may in the future be required by law to disclose the Purchaser’s name and other information relating to this Agreement and the amounts payable by the Purchaser to the Just Energy Entities hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of the funds representing payment of the amounts to be advanced by the Purchaser hereunder (A) has been or will be, to its knowledge, derived from or related to any activity that is deemed criminal under the laws of the U.S., or any other jurisdiction, or (B) is being tendered on behalf of a Person or entity who has not been identified to or by the Purchaser, and the Purchaser shall promptly notify the Just Energy Entities if the Purchaser discovers that any of such representations ceases to be true and provide the Just Energy Entities with appropriate information which is reasonably available in connection therewith. 5.12 Investment Canada Act Each Purchaser is a “trade agreement investor” within the meaning of the Investment Canada Act. ARTICLE 6 CONDITIONS 6.1 Conditions for the Benefit of the Purchaser and the Company The respective obligations of each Purchaser and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction of, or compliance with, at or prior to the Closing Time, each of the following conditions: (a) N o Law – no provision of any Applicable Law and no judgment, injunction or Order preventing o r otherwise frustrating the consummation of the purchase of the Purchased Interests or any of theother transactions pursuant to this Agreement, including, for the avoidance of doubt, a cease trade or similar order issued by a Governmental Authority in respect of any Just Energy Entity, shall bein effect; 32

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(b) F inal Orders – each of the SISP Order and the Vesting Order shall have been issued and entere d and shall be Final Orders; (c) F inal U.S. Orders – the Claims Procedure Recognition Order (as defined in the Support Agreement),SISP Recognition Order and Vesting Recognition Order shall have been issued and entered by theU.S. Bankruptc y Court and shall be Final Orders; (d) Support A g reemen t – the Support A g reement shall not have been terminated b y an y part y thereto; (e) Transaction Regulatory Approvals – the Just Energy Entities and the Purchaser shall have receive d all required Transaction Regulatory Approvals and provided the Energy Regulator Notices set forth on Schedule 6.1(e), and all required Transaction Regulatory Approvals shall be in full force and effect, except for Transaction Regulatory Approvals that need not be in full force and effect prior toClosin g ; an d (f) N ew Credit Agreement; New Intercreditor Agreement – each of the New Credit Agreement and the N ew Intercreditor A g reement shall have been entered into b y and amon g the parties thereto. The Parties acknowledge that the foregoing conditions are for the mutual benefit of the Company and each Purchaser. Any condition in this Section 6.1 may be waived by the Company and by any Purchaser, in whole or in part, without prejudice to any of their respective rights of termination in the event of non-fulfillment of any other condition in whole or in part. Any such waiver will be binding on the Company or the Purchaser, as applicable, only if made in writing. 6.2 Conditions for the Benefit of the Purchaser The obligation of any Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of, or compliance with, or waiver by any Purchaser of, at or prior to the Closing Time, each of the following conditions (each of which is acknowledged to be for the exclusive benefit of each Purchaser): (a) P erformance of Covenants – the covenants contained in this Agreement to be performed or compliedwith by the Company at or prior to the Closing Time shall have been performed or complied with in all material respects as at the Closin g Time; (b) Truth of Representations and Warranties – (i) the Fundamental Representations and Warranties o f the Company shall be true and correct in all respects as of the Closing Date, as if made at and as o f such date and (ii) all other representations and warranties of the Company contained in Article 4 shall be true and correct in all respects as of the Closing Date, as if made at and as of such date(except for representations and warranties made as of specified date, the accuracy of which shall bedetermined as of such specified date) except where the failure to be so true and correct would not,in the aggregate, have a Material Adverse Effect (and, for this purpose, any reference to “material”,“Material Adverse Effect” or other concepts of materiality in such representation and warrantiesshall be i g nored); 33

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(c) Officer’s Certificates – the Purchaser shall have received a certificate confirming the satisfaction o f the conditions contained in Sections 6.2(a) (Performance of Covenants) and 6.2(b) (Truth o f R epresentations and Warranties), signed for and on behalf of the Company without personalliability by an executive officer of Just Energy or other Persons acceptable to the Purchaser, in eachcase in form and substance reasonabl y satisfactor y to the Purchaser; (d) N o Ma t erial Adverse Effect – since the date hereof, no change effect, event, occurrence, state o f facts or development shall have occurred that resulted in, or would reasonably be expected to resul t in, a Material Adverse Effect; (e) Company’s Deliverables – the Company shall have delivered to the Purchaser all of the deliverablescontained in Section 10.2 in form and substance reasonabl y satisfactor y to the Purchaser; (f) Vestin g Order Approval – the Vestin g Order shall have been g ranted b y Octobe r 15, 2022; (g) I mplementation Steps – the Just Energy Entities shall have completed the Implementation Steps tha t are required to be completed prior to Closing, in form and substance reasonably acceptable to thePurchaser, actin g reasonabl y ; (h) Cash on Hand – the aggregate amount of cash held by the Just Energy Entities immediately afte r giving effect to the payment of all amounts provided for in this Agreement and in the Vesting Orde r shall be equal to or g reater than $C0; (i) Continuing Contracts – Shell Energy North America (Canada) Inc., Shell Energy North America(US), L.P., and Shell Trading Risk Management, LLC (collectively, “Shell”) shall have confirmed in writing, to the Company and each Purchaser that (i) it will not exercise any termination rights under its Continuing Contracts solely as a result of the transactions contemplated hereby, and (ii) all existing and any potential future trades will be transacted in accordance with the ContinuingContracts (as may be amended, restated, supplemented and/or replaced by the Just Energy Entitiesand Shell from time to time following the Closing Date) or new arrangements, in each case, inaccordance with the terms thereof and sub j ect to the terms of the New Intercreditor A g reement; (j) Termination of Securities Reporting Obligations – As of the Closing and upon the consummationof the transactions contemplated in the Support Agreement, none of the Just Energy Entities shall be a reporting issuer (or equivalent thereof) under any U.S. securities laws or Canadian securities laws; an d (k) Sufficient Funds – As of immediately prior to the Closing, the Cash Purchase Price, plus theaggregate amount of cash held by the Just Energy Entities, plus the Credit Facility Remaining Debt,shall be sufficient to pay all amounts to be paid by the Just Energy Entities pursuant to thisA g reement and the Vestin g Order. 34

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6.3 Conditions for the Benefit of the Company The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction of, or compliance with, or waiver where applicable by the Company of, at or prior to the Closing Time, each of the following conditions (each of which is acknowledged to be for the exclusive benefit of the Company): (a) Truth of Representations and Warranties – the representations and warranties of each Purchase r contained in Article 5 will be true and correct in all respects on and as of the date of this Agreemen t and on and as of the Closing Date as if made on and as of such date (except for representations andwarranties made as of specified date, the accuracy of which shall be determined as of such specified date) except where the failure to be so true and correct would not reasonably be expected to have a material and adverse effect on each Purchaser’s ability to consummate the transactions contemplate d by this A g reement; (b) P erformance of Covenants – the covenants contained in this Agreement to be performed by thePurchaser at or prior to the Closing Time shall have been performed in all material respects as at theClosin g Time; (c) Officer’s Certificate – the Company shall have received a certificate confirming the satisfaction o f the conditions contained in Sections 6.3(a) and 6.3(b) signed for and on behalf of each Purchase r without personal liability by an executive officer of each Purchaser or other Persons acceptable to the Company, acting in a commercially reasonable manner, in each case, in form and substancesatisfactor y to the Compan y , actin g in a commerciall y reasonable manner; (d) P urchaser Deliverables – each Purchaser shall have delivered to the Company all of the deliverables contained in Section 10.3 in form and substance satisfactory to the Company, acting in a commerciall y reasonable manner; (e) M anagement Incentive Plan – the management incentive plan shall have been executed on termsconsistent in all respects with the terms set forth in the MIP Term Sheet, attached as Exhibit 5 of the Stalkin g Horse Term Sheet (as such term is defined in the Support A g reement); an d (f) E mployment Agreements – the Employment Agreements shall not have been disclaimed and shall b e in place on and as of the Closin g Date. 35

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ARTICLE 7 ADDITIONAL AGREEMENTS OF THE PARTIES 7.1 Access to Information (a) Until the Closing Time, the Company shall give to the Purchaser’s personnel engaged in thetransactions contemplated by this Agreement and their accountants, legal advisers, consultants,financial advisors and representatives during normal business hours reasonable access to its p remises and to all of the books and records relating to the Business, the Just Energy Entities, theAssumed Liabilities and the employees, and shall furnish them with all such information relating tothe Business, the Just Energy Entities, the Assumed Liabilities and the employees as the Purchase r may reasonably request in connection with the transactions contemplated by this Agreement; p rovided that such access shall be conducted at the Purchaser’s expense, in accordance wit h Applicable Law and under supervision of the Company’s personnel and in such a manner as tomaintain confidentiality, and the Company will not be required to provide access to or copies of anysuch books and records if (a) the provision thereof would cause the Company to be in contravention of any Applicable Law or (b) making such information available would (1) result in the loss of any lawyer- client or other legal privilege, or (2) cause the Company to be found in contravention of an y Applicable Law, or contravene any fiduciary duty or agreement (including any confidentiality agreement to which the Company or any of its Affiliates are a party). Such access shall includeaccess for such environmental investigations deemed appropriate by the Purchaser, actingreasonably, provided that any intrusive environmental investigation shall be subject to the prio r approval of the Company, acting reasonably. Notwithstanding anything in this Section 7.1 to the contrary, any such investigation shall be conducted upon reasonable advance notice and in such manner as does not materially disrupt the conduct of the Business or the possible sale thereof to anyother Person. The Company shall use commercially reasonable efforts to also deliver to thePurchaser authorizations to Governmental Authorities necessary to permit the Purchaser to obtaininformation in respect of the Just Ener gy Entities from the files of such Governmental Authorities. (b) Following the Closing, the Just Energy Entities shall make all books and records of the Just Energy Entities reasonably available to the Monitor and any trustee in bankruptcy of any of the Just Energy Entities upon at least five (5) Business Days prior notice, for a period of seven (7) years afte r Closing, and shall, at such party’s expense, permit any of the foregoing Persons to take copiesthereof as they may determine to be necessary or useful to accomplish their respective roles; p rovided that the Purchaser shall not be obligated to make such books and records available to theextent that doing so would (a) violate Applicable Law, (b) jeopardize the protection of a solicitor-client privilege, or (c) unreasonably interfere with the ongoing business and operations of the Jus t Ener gy Entities and their Affiliates, as determined b y the Jus t Ener gy Entities, actin g reasonabl y . 36

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7.2 Approvals and Consents (a) With re g ard to the Competition Act Approval and/or Investment Canada Act Approval: (i) if Competition Act Approval is required, the Parties shall, as soon as reasonablypracticable, and in no event more than ten (10) Business Days after the date hereof, submi t a request to the Commissioner for an Advance Ruling Certificate or, in the alternative, a N o Action Letter in respect of the transaction contemplated b y this A g reement; (ii) if Competition Act Approval is required, the Parties shall submit, at the Parties’ join t election and within ten (10) Business Days of such mutually agreed election, notificationfilings in accordance with Part IX of the Competition Act in respect of the transactions contemplated b y this A g reement; an d (iii) if the Purchaser, acting reasonably, determines that Investment Canada Act Approvalshould be obtained, the Purchaser shall, as soon as reasonably practicable and in no even t more than ten (10) Business Days after the date hereof, submit the notification for theInvestment Canada Act Approval. (b) The Company shall be responsible for the payment of any filing fees required to be paid inconnection with any filing made in respect of the Competition Act Approval and the Antitrus t Approvals, as applicable. (c) The Parties shall use commercially reasonable efforts to apply for an obtain any TransactionRegulatory Approvals and to file any Energy Regulator Notices as soon as reasonably practicableand no later than the time limits imposed by Applicable Laws, in accordance with Section 7.2(d), in each case at the sole cost and expense of the Compan y . (d) The Parties shall use commercially reasonable efforts to apply for and obtain the TransactionRegulatory Approvals and to file the Energy Regulator Notices and shall co-operate with one another in connection with obtaining such approvals. Without limiting the generality of the foregoing, the Parties shall: (i) give each other reasonable advance notice of all meetings or othe r oral communications with any Governmental Authority relating to the Transaction Regulator y Approvals or Energy Regulator Notices, as applicable, and provide as soon as practicable but in an y case, if any, within the required time, any additional submissions, information and/or documentsrequested by any Governmental Authority necessary, proper or advisable to obtain the TransactionRegulatory Approvals; (ii) not participate independently in any such meeting or other oral communication without first giving the other Party (or their outside counsel) an opportunity to atten d and participate in such meeting or other oral communication, unless otherwise required or requeste d by such Governmental Authority; (iii) if any Governmental Authority initiates an oralcommunication regarding the Transaction Regulatory Approvals or Energy Regulator Notices,promptly notify the other Party of the substance of such communication; (iv) subject to Applicable Laws relating to the exchange of information, provide each other with a reasonable advanceopportunity to review and comment upon and consider in good faith the views of the other inconnection with all written communications (including any filings, notifications, submissions,analyses, presentations, memoranda, briefs, arguments, opinions and proposals) made or submitted b y or on behalf of a Party with a Governmental Authority regarding the Transaction RegulatoryApprovals or Energy Regulator Notices as applicable; and (v) p romptly provide each other withcopies of all written communications to or from any Governmental Authority relating to theTransaction Re g ulator y Approvals and Ener gy Re g ulator Notices as applicable. 37

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(e) Each of the Parties may, as advisable and necessary, reasonably designate any competitively o r commercially sensitive material provided to the other under this Section 7.2 as “Outside Counsel Only Material”, provided that the disclosing Party also provides a redacted version to the receivingParty. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and, subject to any additional agreements between the Parties, will not bedisclosed by such outside legal counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials or its legalcounsel. (f) The obligations of either Party to use its commercially reasonable efforts to obtain the TransactionRegulatory Approvals does not require either Party (or any Affiliate thereof) to undertake an y divestiture of any business or business segment of such Party, to agree to any material operatingrestrictions related thereto or to incur any material expenditure(s) related therewith, unless agreedto by the Parties. In connection with obtaining the Transaction Regulatory Approvals, no Jus t Energy Entity shall agree to any of the foregoing items without the prior written consent of thePurchaser. 7.3 Covenants Relating to this Agreement (a) Each of the Parties shall perform all obligations required to be performed by the applicable Part y under this Agreement, co-operate with the other Parties in connection therewith and do all suchother acts and things as may be necessary or desirable in order to consummate and make effective,as soon as reasonably practicable, the transactions contemplated by this Agreement and, withou t limiting the generality of the foregoing, from the date hereof until the Closing Date, each Party shalland, where appropriate, shall cause each of its Affiliates to: (i) negotiate in good faith and use its commercially reasonable efforts to take or cause to betaken all actions and to do, or cause to be done, all things necessary, proper or advisable tosatisfy the conditions precedent to the obligations of such Party hereunder (including,where applicable, negotiating in good faith with the applicable Governmental Authoritiesand/or third Persons in connection therewith), and to cause the fulfillment at the earlies t practicable date of all of the conditions precedent to the other Party’s obligations toconsummate the transactions contemplated hereb y ; an d 38

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(ii) not take any action, or refrain from taking any action, or permit any action to be taken o r not taken, which would reasonably be expected to p revent, materially delay or otherwiseimpede the consummation of the transactions contemplated b y this A g reement. (b) From the date hereof until the Closing Date, the Purchaser hereby agrees, and hereby agrees to causeits representatives to, keep the Company informed on a reasonably current basis, and no lessfrequently than on a weekly basis through teleconference or other meeting, and as reasonabl y requested by the Company or the Monitor, as to the Purchaser’s progress in terms of the satisfactionof the conditions precedent contained herein. (c) From the date hereof until the Closing Date, the Company hereby agrees, and hereby agrees to causeits representatives to, keep the Purchaser informed on a reasonably current basis, and no lessfrequently than on a weekly basis through teleconference or other meeting, and as reasonabl y requested by the Purchaser or the Monitor, as to the Company’s progress in terms of the satisfactionof the conditions precedent contained herein. (d) The Company and the Purchaser agree to execute and deliver such other documents, certificates,agreements and other writings, and to take such other actions to consummate or implement as soonas reasonabl y practicable, the transactions contemplated b y this A g reement. (e) From the date hereof until the Closing Date, the Company hereby agrees, and hereby agrees to causeits representatives to, promptly notify the Purchaser of (i) any event, condition, or development thathas resulted in the inaccuracy in a material respect or material breach of any representation o r warranty, covenant or agreement contained in this Agreement, or (ii) any Material Adverse Effec t occurrin g from and after the date hereof prior to the Closin g Date. (f) The Company and Purchaser agree to use commercial reasonable efforts to timely prepare and fileall documentation and pursue all steps reasonably necessary to obtain any material third- p arty consents and approvals as may be required in connection with the transaction contemplated by this A g reement. 7.4 Tax Matters (a) The Purchaser and the Company agree to furnish or cause to be furnished to each other, as promptlyas practicable, such information and assistance relating to the Purchased Interests and the AssumedLiabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim fo r refund or other required filings relating to Tax matters, for the preparation for and proof of factsduring any Tax audit, for the preparation for any Tax protest, for the prosecution of any suit or othe r p roceedings relating to Tax matters and for the answer to any governmental or regulatory inquir y relating to Tax matters. The Purchaser and the Company also agree to furnish or cause to befurnished to each other, as promptly as practicable, such information and assistance relating to theJust Energy Entities, the Purchased Interests and the Assumed Liabilities as is reasonably necessaryfor the Purchaser to acquire them in a tax efficient manner for both the Company and the Just Energy Entities. 39

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(b) The Purchaser and the Company shall each be responsible for the preparation of their ownstatements required to be filed under the Tax Act, the ETA and the Code and other similar formsand returns in accordance with Applicable Law. (c) For all purposes under this Agreement for which it is necessary to apportion taxes in a taxable periodwhich includes (but does not end on) the Closing Date or Filing Date, as applicable (a “Straddle Period”), all real property Taxes, personal property Taxes and similar ad valorem obligations fo r shall be apportioned between the taxable period up to and including the Closing Date or Filing Date,as applicable (such portion of such Straddle Period, the “Pre-Closing Straddle Tax Period”) an d the taxable period after the Closing Date or Filing Date, as applicable (such portion of such StraddlePeriod, the “Post-Closing Straddle Tax Period”), on a per diem basis. Except as otherwiseprovided herein, with respect to the Purchased Interests, the Company shall be liable for theproportionate amount of such real property Taxes, personal property Taxes and similar ad valoremobligations that are attributable to the Pre-Closing Straddle Tax Period, and the Purchaser shall beliable for the p roportionate amount of such real property Taxes, personal property Taxes and similarad valorem obligations that are attributable to the Post-Closing Straddle Tax Period. For all purposesunder this Agreement, in the case of any Tax based upon or related to income, receipts, sales, use, p ayroll, or withholding, in respect of any Straddle Period, the portion of such Tax allocable to thePre-Closing Straddle Tax Period shall be deemed to be the amount that would be payable if therelevant Straddle Period ended on and included the Closing Date or Filing Date, as applicable. To the extent such closing of the books method is not incorporated under the law of a jurisdiction fo r particular types of entities, allocations of income among the periods shall be made to replicate the closin g of the books method to the maximum extent possible. (d) The Purchaser shall be responsible for and shall pay, or cause to be paid, any Transfer Tax in respec t of the purchase and sale of the Purchased Interests under this Agreement (including for greate r certainty, any Transfer Tax related with the importation, or change of importation classification, o f the Purchased Interests) and such Transfer Tax shall be remitted to the appropriate GovernmentalAuthority as provided for under Applicable Law (except any Transfer Tax which, under ApplicableLaw, is collectible by the Company or applicable Just Energy Entity, in which case such Transfe r Tax shall be collected by the Company or Just Energy Entity, as the case may be, and remitted bythe Company or Just Energy Entity to the appropriate Governmental Authority as provided for unde r the Applicable Law but, for the avoidance of doubt, the Purchaser shall remain economicallyresponsible for and shall pay to or reimburse, or cause to be paid or reimbursed, as the case may be, the Company or the applicable Just Energy Entity for any such Transfer Tax). The Company an d the Purchaser shall reasonably cooperate to mitigate and/or eliminate the amount of Transfer Taxes resulting from the transactions contemplated herein (provided, for the avoidance of doubt, this shall not require the parties to structure the transactions in a manner eligible for the benefits o f Section 1146(a) of the United States Bankruptcy Code). The Purchaser shall be responsible fo r preparing and filing all necessary Tax Returns or other documents with respect to such Transfe r Taxes (other than any GST/HST returns required to be filed by any Just Energy Entity set forth onSchedule 2.2(f)); provided, however, that in the event any such Tax Return requires execution b y any Just Energy Entity, the Purchaser shall deliver it to such Just Energy Entity not less than ten(10) Business Days before the due date thereof, and the Company shall reasonably promptly executesuch Tax Return and return it to the Purchaser. 40

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7.5 Employee Matters Unless otherwise expressly provided for by the management incentive plan, or agreed to in writing by and among any of the Just Energy Entities, the Purchaser, and the applicable employee (or employees) affected by any change or modification, each of the Employment Agreements will not be disclaimed and will remain in place as of, and as a condition to the occurrence of, the Closing pursuant to Section 6.3(f). 7.6 Administrative Expense Amount (a) On the Closing Date, the Just Energy Entities shall pay to the Monitor the Administrative ExpenseAmount, which the Monitor shall hold in trust for the benefit of Persons entitled to be paid theAdministrative Expense Costs. (b) From time to time after the Closing Date, the Monitor may pay from the Administrative Expense Amount the Administrative Expense Costs at its sole discretion and without further authorizationfrom the Company or Purchaser. Any unused portion of the Administrative Expense Amount afte r payment or reservation for all Administrative Expense Costs, as determined by the Monitor, shall b e transferred b y the Monitor to the Compan y . (c) N otwithstanding the foregoing or anything else contained herein or elsewhere, each of the Companyand the Purchaser acknowledges and agrees that: (i) the Monitor’s obligations hereunder are an d shall remain limited to those specifically set out in this Section 7.6; and (ii) FTI Consulting Canada Inc. is acting solely in its capacity as the CCAA Court-appointed Monitor of the Applicants pursuan t to the Initial CCAA Order and not in its personal or corporate capacity, and the Monitor has noliability in connection with this Agreement whatsoever, in its personal or corporate capacity o r otherwise, save and except for and only to the extent of the Monitor’s gross negligence or intentionalfault. 41

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(d) The Parties acknowledge that the Monitor may rely upon the provisions of this Section 7.6 notwithstanding that the Monitor is not a party to this Agreement. The provisions of this Section 7.6 shall survive the termination or non-completion of the transactions contemplated b y this A g reement. 7.7 Certain Payments or Instruments Received from Third Persons (a) To the extent that, after the Closing Date: (a) the Purchaser or any of its Affiliates receives an y p ayment or instrument that is for the account of the Company according to the terms of any ClosingDocument, the Purchaser shall, and shall cause its Affiliates to, promptly deliver such amount o r instrument to the Company; or (b) any of the Just Energy Entities or any of their controlled Affiliatesreceives any payment or instrument that is for the account of the Purchaser according to the termsof any Closing Document or that relates to the Business, including any governmental assistance refunds received by any Just Energy Entity after the Closing Date, the Just Energy Entities shall p romptl y deliver such amount or instrument to the Purchaser. (b) All amounts due and payable under this Section 7.7 shall be due and payable by the applicable Party in immediately available funds, by wire transfer to the account designated in writing by the relevan t Party. Notwithstanding the foregoing, each Party hereby undertakes to use its commerciallyreasonable efforts to direct or forward all bills, invoices or like instruments to the appropriate Part y . 7.8 Bulk Sales The Vesting Order and the Vesting Recognition Order, as applicable, shall provide either that (i) the Just Energy Entities have complied with the requirements of any Applicable Law relating to bulk sales and transfer or (ii) compliance with the Applicable Law relating to bulk sales and transfers is not necessary or appropriate under the circumstances. 7.9 Release by the Purchaser Except in connection with any obligations of the Company or the Monitor contained in this Agreement and any Closing Documents, effective as of the Closing, each Purchaser hereby releases and forever discharges the Company, the Monitor and their respective Affiliates, and each of their respective successors and assigns, and all officers, directors, partners, members, shareholders, limited partners, employees, agents, financial and legal advisors of each of them, from any and all actual or potential Released Claims which such Person had, has or may have in the future to the extent relating to the Purchased Interests or the Assumed Liabilities, save and except for Released Claims arising out of fraud, bad faith or illegal acts (unless such Person believed in good faith that its conduct was legal). At the Closing Time, the Purchaser shall cause the Just Energy Entities to release and forever discharge all officers, directors, partners, limited partners, employees, agents, financial and legal advisors of each of the Just Energy Entities and their respective successors and assigns from any and all actual or potential Causes of Action against such Persons, except for Causes of Action related to any act or omission that is determined in a Final Order of a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence (provided that in all respects such Persons shall be entitled to reasonably rely upon the advice of counsel with respect to their applicable duties and responsibilities), and such release to be in the form attached as Exhibit B to this Agreement. 42

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7.10 Release by the Company Except in connection with any obligations of each Purchaser and the Monitor contained in this Agreement and any Closing Documents, effective as of the Closing, the Company hereby release and forever discharge each Purchaser, the Monitor and their respective Affiliates, and each of their respective successors and assigns, and all officers, directors, partners, members, shareholders, limited partners, employees, agents, financial and legal advisors of each of them, from any and all actual or potential Released Claims which such Person had, has or may have in the future to the extent relating to (i) the Purchased Interests, (ii) the Assumed Liabilities, (iii) the Excluded Assets or (iv) the Excluded Liabilities, save and except for Released Claims arising out of fraud, bad faith or illegal acts (unless such Person believed in good faith that its conduct was legal). ARTICLE 8 INSOLVENCY PROVISIONS 8.1 Court Orders and Related Matters (a) From and after the date of this Agreement and until the Closing Date, the Company shall deliver tothe Purchaser drafts of any and all pleadings, motions, notices, statements, applications, schedules, reports, and other papers to be filed or submitted by any Just Energy Entity in connection with o r related to this Agreement, including with respect to the SISP Order, the Vesting Order, the VestingRecognition Order and the SISP Recognition Order, for the Purchaser’s prior review at least three(3) days in advance of service and filing of such materials (or where circumstances make it impracticable to allow for three (3) days’ review, with as much opportunity for review and commen t as is practically possible in the circumstances). The Company acknowledges and agrees (i) that an y such pleadings, motions, notices, statements, applications, schedules, reports, or other papers shall be in form and substance satisfactory to the Purchaser, acting reasonably, and (ii) to consult and cooperate with the Purchaser regarding any discovery, examinations and hearing in respect of anyof the foregoing, including the submission of any evidence, including witnesses testimony, inconnection with such hearin g . (b) N otice of the motions seeking the issuance of the Vesting Order, the Vesting Recognition Order,the SISP Order, and the SISP Recognition Order shall be served by the Company on all Personsrequired to receive notice under Applicable Law and the requirements of the CCAA, the CCAA Court, the U.S. Bankruptcy Code, the U.S. Bankruptcy Court and any other Person determinednecessar y b y the Compan y or the Purchaser, actin g reasonabl y . 43

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(c) N otwithstanding any other provision herein, it is expressly acknowledged and agreed that in theevent that (i) the SISP Order has not been issued and entered by the CCAA Court by August 17, 2022 or such later date agreed to in writing by the Purchaser in its sole discretion; (ii) the SISP Recognition Order, if any, has not been issued and entered by the U.S. Bankruptcy Court withinsixteen (16) Business Days of the SISP Order being entered by the CCAA Court or such later dateagreed to in writing by the Purchaser in its sole discretion; (iii) the Vesting Order has not been issued and entered by the CCAA Court by October 15, 20221 or such later date agreed to in writing by thePurchaser in its sole discretion; (iv) or the Vesting Recognition Order has not been issued an d entered by the U.S. Bankruptcy Court within fourteen (14) Business Days of the Vesting Orde r b eing entered by the CCAA Court or such later date agreed to in writing by the Purchaser in its solediscretion, the Purchaser ma y terminate this A g reement. (d) If the Vesting Order, the Vesting Recognition Order as applicable, relating to this Agreement isappealed or a motion for leave to appeal, rehearing, reargument or reconsideration is filed withrespect thereto, the Company agrees to take all action as may be commercially reasonable an d app r opriate to defend a g ainst such appeal, petition or motion. (e) The Company acknowledges and agrees, that the Vesting Order, and the Vesting Recognition Orde r shall provide that, on the Closing Date and concurrently with the Closing, the Purchased Interests shall be transferred to the Purchaser free and clear of all Encumbrances, other than Permitted Encumbrances. ARTICLE 9 TERMINATION 9.1 Termination This Agreement may be terminated at any time prior to Closing as follows: (a) by mutual written consent of the Compan y and the Purchaser; (b) b y the Purchaser or the Company, if this Agreement is not the Successful Bid (as determined p ursuant to, the SISP); (c) by the Purchaser or the Company, if Closing has not occurred on or before November 30, 2022 o r such later date agreed to by both the Company and the Purchaser in writing in consultation with theMonitor (the “Outside Date”), provided that the terminating Party is not in breach of anyrepresentation, warranty, covenant or other agreement in this Agreement which would prevent thesatisfaction of the conditions in Article 6 b y the Outside Date; provided, further, to the extent the only condition to the Closing that remains outstanding is the receipt of Transaction Regulator y Approvals and the filing of Energy Regulator Notices pursuant to Section 6.1(e), the Outside Date shall be automatically extended for another sixty (60) days, and thereafter, the Purchaser shall havethe ri g ht to further extend the Outside Date in its sole discretion on written notice to the Compan y . 44

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(d) b y the Purchaser or the Company, if at any time after the date hereof any of the conditions inArticle 6 is not capable of being satisfied by the applicable dates required in Article 6 of this A g reement or if not otherwise required, b y the Outside Date; (e) b y the Purchaser, upon the appointment of a receiver, trustee in bankruptcy or similar official inrespect of any Just Energy Entity or any of the property of any Just Energy Entity, other than with the prior written consent of the Purchaser; (f) by the Purchaser, pursuant to Section 8.1(c); (g) b y the Purchaser or the Company, upon the termination, dismissal or conversion of the CCAAProceedin g s or the U.S. Proceedin g s; (h) b y the Purchaser or the Company, upon denial of the SISP Order, the Vesting Order, the SISPRecognition Order or the Vesting Recognition Order (or if any such order is stayed, vacated o r varied without the consent of the Purchaser); (i) b y the Purchaser or the Company, if a court of competent jurisdiction, including the CCAA Cour t or the U.S. Bankruptcy Court, or other Governmental Authority has issued an Order or taken an y other action to restrain, enjoin or otherwise prohibit the consummation of Closing and such Orde r or action has become a Final Order; (j) b y the Company, if there has been a material violation or breach by the Purchaser of any covenant,representation or warranty which would prevent the satisfaction of the conditions set forth inSection 6.1 or Section 6.3, as applicable, by the Outside Date and such violation or breach has no t been waived by the Company or cured within ten (10) Business Days after written notice thereo f from the Company, unless the Company is in material breach of their obligations under thisAgreement which would prevent the satisfaction of the conditions set forth in Section 6.1 o r Section 6.2, as applicable, b y the Outside Date; (k) b y the Purchaser, if there has been a material violation or breach by the Company of any covenant,representation or warranty which would p revent the satisfaction of the conditions set forth inSection 6.1 or Section 6.2, as applicable, by the Outside Date and such violation or breach has no t been waived by the Company or cured within ten (10) Business Days after written notice thereo f from the Purchaser, unless the Purchaser is in material breach of its obligations under thisAgreement which would prevent the satisfaction of the conditions set forth in Section 6.1 o r Section 6.3, as applicable, b y the Outside Date; an d (l) by the Purchaser or the Company, if the Support Agreement is terminated pursuant to the termsthereof. 45

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The Party desiring to terminate this Agreement pursuant to this Section 9.1 (other than pursuant to Section 9.1(a)) shall give written notice of such termination to the other Party or Parties, as applicable, specifying in reasonable detail the basis for such Party’s exercise of its termination rights. 9.2 Effect of Termination In the event of termination of this Agreement pursuant to Section 9.1, this Agreement shall become void and of no further force or effect without liability of any Party to any other Party to this Agreement except that (a) Article 1, this Section 9.2, Section 9.3, Section 11.1, Section 11.3, Section 11.5, Section 11.6, Section 11.7 and Section 11.8 shall survive and (b) no termination of this Agreement shall relieve any Party of any liability for any wilful breach by it of this Agreement, or impair the right of any Party to compel specific performance by any other Party of its obligations under this Agreement in accordance with Section 11.3. 9.3 Termination Fee (a) Upon CCAA Court approval of an Alternative Restructuring Proposal that is not provided by thePurchaser or any of its Affiliates in accordance with the terms of the SISP Order, or upon the Company’s termination of the Support Agreement pursuant to Section 10(b)(iv) thereof, a fee in cash equal to, in the aggregate, $14,660,000.00 (such amount, the “Break-Up Fee”) shall be payable concurrently with the consummation of an Alternative Restructuring Proposal to the Purchaser, i n the same allocation among such Purchaser as contained in Schedule 3.1(a)(i), by a Just Energy Entity organized in the United States (the identity of which shall be subject to the approval of the Purchase r (not to be unreasonabl y withheld, conditioned or dela y ed)). (b) The Company shall obtain within the SISP Order a court-ordered charge in favor of the Purchase r in the full amount of the Break-Up Fee to secure the payment of the Break-Up Fee, which charge shall have the priorit y g iven to it pursuant to the SISP Order. (c) For the avoidance of doubt, and notwithstanding anything to the contrary set forth in this Section 9.3, (x) under no circumstances shall the Company be obligated to pay the Break-Up Fee more than once and (y) in no event shall the Company (or any other Person) be required to pay all or any portion o f the Break-Up Fee to the Purchaser if the Company has terminated this Agreement or the Suppor t Agreement other than in connection with CCAA Court approval of an Alternative RestructuringProposal in accordance with the terms of the SISP Order, or upon the Company’s termination of theSupport A g reement pursuant to Section 10(b)(iv) thereof. (d) The Company acknowledges (i) that the Purchaser has made a substantial investment o f management time and incurred substantial out-of- p ocket expenses in connection with thenegotiation and execution of this Agreement, its due diligence of the Business and the Just Energ y Entities, and its effort to consummate the transactions contemplated hereby, and (ii) that the Parties’ efforts have substantially benefited the Company and the bankruptcy estates of the Just Energ y Entities through the submission of the offer that is reflected in this Agreement, that will serve as a minimum bid on which other potential interested bidders can rely, thus increasing the likelihoo d that the price at which the Just Energy Entities are sold will reflect their true worth. The Partieshereby acknowledge that the amounts payable pursuant to this Section 9.3 are commercially reasonable and necessary to induce the Purchaser to enter into this Agreement and consummate thetransactions contemplated hereby. For the avoidance of doubt, the covenants set forth in thisSection 9.3 are continuin g obli g ations and survive termination of this A g reement. 46

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ARTICLE 10 CLOSING 10.1 Location and Time of the Closing The Closing shall take place at the Closing Time on the Closing Date at the offices of Cassels Brock & Blackwell LLP, Scotia Plaza, Suite 2100, 40 King St. W, Toronto, ON M5H 3C2, or at such other location as may be agreed upon by the Parties. 10.2 The Company’s Deliveries at Closing At Closing, the Company shall deliver to the Purchaser the following: (a) a true copy of each of the Vesting Order, the SISP Order, the Vesting Recognition Order, the SISPReco g nition Order, each of which shall be final; (b) executed cop y of the Monitor’s Certificate; (c) a certificate of a senior officer or director of the Company in form and substance reasonablysatisfactory to the Purchaser: (a) certifying that the board of directors of the Company, has adoptedresolutions (in a form attached to such certificate) authorizing the execution, delivery andperformance of this Agreement and the transactions contemplated herein, as applicable, whichresolutions are in full force and effect and have not been superseded, amended or modified as of theClosing Date; and (b) certifying as to the incumbency and signatures of the officers and directors o f the Compan y ; (d) the certificates contemplated b y Section 6.2(c); (e) evidence of the filin g of the Articles of Reor g anization; (f) an affidavit, signed under penalties of perjury, stating that the applicable company is not and has not been at any time during the period specified in Section 897(c)(1)(A)(ii) of the Code a Unite d States real property holding corporation, dated as of the Closing Date and in form and substancereasonably satisfactory to the Purchaser and as required under Treasury Regulation Section 1.897-2(h) so that the Purchaser is exempt from withholding any portion of the Purchase Price thereunder,together with proof reasonably satisfactory to the Purchaser that the Company or the applicable Jus t Energy Entity or Just Energy Entities have provided notice of such affidavit to the IRS in accordancewith Treasur y Re g ulation Section 1.897-2(h)(2); an d 47

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(g) in the case of a partnership, the appropriate certificate under Treasury Regulation Section 1.1445-11T(d)(1) that the partnership interest is not a U.S. real property interest and the partnership is no t described in Section 1.1445-11T(d)(1) of the Treasury Regulations, and that it is in compliance withTreasur y Re g ulation Section 1.1446(f)-2(b)(4). 10.3 Purchaser’s Deliveries at Closing At Closing, the Purchaser shall deliver to the Company: (a) the pa y ment contemplated b y Section 3.1; (b) a certificate of an authorized signatory of each Purchaser’s manager (in such capacity and withou t personal liability), in form and substance reasonably satisfactory to the Company: (a) certifying tha t the manager has adopted resolutions (in a form attached to such certificate) authorizing theexecution, delivery and performance of this Agreement and the transactions contemplated herein,as applicable, which resolutions are in full force and effect and have not been superseded, amendedor modified as of the Closing Date; and (b) certifying as to the incumbency and signature of theauthorized signatory of Purchaser executing this Agreement and the other transaction documentscontemplated herein, as applicable; (c) the certificate contemplated b y Section 6.3(c); (d) the release contemplated b y Section 7.9; an d (e) all other documents required to be delivered by the Purchaser on or prior to the Closing Date p ursuant to this Agreement or Applicable Law or as reasonably requested by the Company in goodfaith. 10.4 Monitor When the conditions to Closing set out in Article 6 have been satisfied and/or waived by the Company or the Purchaser, as applicable, the Company and the Purchaser, or their respective counsel, shall each deliver to the Monitor written confirmation that all conditions to Closing have been satisfied or waived. Upon receipt of such written confirmation, the Monitor shall: (i) issue forthwith its Monitor's Certificate in accordance with the Vesting Order; and (ii) file as soon as practicable a copy of the Monitor's Certificate with the CCAA Court (and shall provide a true copy of such filed certificate to the Company and the Purchaser). The Parties hereby acknowledge and agree that the Monitor will be entitled to file the Monitor’s Certificate with the CCAA Court without independent investigation upon receiving written confirmation from the Company and the Purchaser that all conditions to Closing have been satisfied or waived, and the Monitor will have no liability to the Company or the Purchaser or any other Person as a result of filing the Monitor’s Certificate. 48

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10.5 Simultaneous Transactions All actions taken and transactions consummated at the Closing shall be deemed to have occurred in the manner and sequence set forth in the Implementation Steps and the Vesting Order (subject to the terms of any escrow agreement or arrangement among the Parties relating to the Closing), and no such transaction shall be considered consummated unless all are consummated. 10.6 Further Assurances As reasonably required by a Party in order to effectuate the transactions contemplated by this Agreement, the Purchaser and the Company shall execute and deliver at (and after) the Closing such other documents, and shall take such other actions, as are necessary or appropriate, to implement and make effective the transactions contemplated by this Agreement. ARTICLE 11 GENERAL MATTERS 11.1 Confidentiality After the Closing Time, the Company shall maintain the confidentiality of all confidential information relating to the Business and the Just Energy Entities (but does not include information that is or becomes generally available to the public other than as a result of disclosure by the Purchaser or its representatives in breach of this Agreement or that is received by the Purchaser from an independent third party that, to the knowledge of the Purchaser, obtained it lawfully and was under no duty of confidentiality (except to the extent that applicable privacy laws do not exclude such information from the definition of personal information) or that is independently developed by the Purchaser or its representatives without reference to any Confidential Information), including the Confidential Information, except any disclosure of such information and records as may be required by Applicable Law. If the Company or any Just Energy Entity, or any of its or their respective representatives, becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar judicial or administrative process, to disclose any such information, such party shall, or shall cause the Company or its representative to, provide the Purchaser with reasonably prompt prior oral or written notice of such requirement (including any report, statement, testimony or other submission to such Governmental Authority) to the extent legally permissible and reasonably practicable, and cooperate with the Purchaser, at the Purchaser’s expense, to obtain a protective order or similar remedy to cause such information not to be disclosed; provided that in the event that such protective order or other similar remedy is not obtained, the Company shall, or shall cause the applicable Just Energy Entity or representative to, furnish only that portion of such information that has been legally compelled, and shall, or shall cause such Affiliate or representative to, exercise its commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such disclosed information. The Company shall instruct each Just Energy Entity and representatives having access to such information of such obligation of confidentiality and shall be responsible for any breach of the terms of this Section 11.1 by any of the Just Energy Entities or representatives. 49

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11.2 Public Notices No press release or other announcement concerning the transactions contemplated by this Agreement shall be made by the Company or the Purchaser without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that subject to the last sentence of this Section 11.2, any Party may, without such consent, make such disclosure if the same is required by Applicable Law (including the CCAA Proceedings and the U.S. Proceedings) or by any stock exchange on which any of the securities of such Party or any of its Affiliates are listed, or by any insolvency or other court or securities commission, or other similar Governmental Authority having jurisdiction over such Party or any of its Affiliates, and, if such disclosure is required, the Party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other Party to the extent legally permissible and reasonably practicable, and if such prior notice is not legally permissible or reasonably practicable, to give such notice reasonably promptly following the making of such disclosure. Notwithstanding the foregoing: (i) this Agreement may be filed by the Company (A) with the CCAA Court and the U.S. Bankruptcy Court; and (B) on its profile on www.sedar.com and on the U.S. Securities and Exchange Commission’s website at www.sec.gov; and (ii) the transactions contemplated in this Agreement may be disclosed by the Company to the CCAA Court and the U.S. Bankruptcy Court, subject to redacting confidential or sensitive information as permitted by Applicable Law. The Parties further agree that: (a) the Monitor may prepare and file reports and other documents with the CCAA Court and the U.S.Bankruptcy Court containing references to the transactions contemplated by this Agreement and theterms of such transactions; an d (b) the Company, the Purchaser and their respective professional advisors may prepare and file suchreports and other documents with the CCAA Court and the U.S. Bankruptcy Court containingreferences to the transactions contemplated by this Agreement and the terms of such transactions asmay reasonably be necessary to complete the transactions contemplated by this Agreement or tocompl y with their obli g ations in connection therewith. The Purchaser shall be afforded an opportunity to review and comment on such materials prior to their filing. The Parties may issue a joint press release announcing the execution and delivery of this Agreement, in form and substance mutually agreed to them. 11.3 Injunctive Relief (a) The Parties agree that irreparable harm would occur for which money damages would not be anadequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that theParties shall be entitled to seek specific performance, injunctive and other equitable relief to preven t breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of thisAgreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such specific performance, injunctive or other equitable relief, this being in addition to an y other remed y to which the Parties ma y be entitled at law or in equit y . 50

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(b) Each Party hereby agrees not to raise any objections to the availability of the equitable remedies p rovided for herein and the Parties further agree that by seeking the remedies provided for in thisSection 11.3, a Party shall not in any respect waive its right to seek any other form of relief that may b e available to a Part y under this A g reement. (c) N otwithstanding anything herein to the contrary herein, under no circumstances shall a Party bepermitted or entitled to receive both monetary damages and specific performance and election to p ursue one shall be deemed to be an irrevocable waiver of the other. 11.4 Survival None of the representations, warranties, covenants (except the covenants in Article 2, Article 3, Article 11 and Sections 7.1(b), 7.4, 7.7, 7.9 and 7.10, to the extent they are to be performed after the Closing) of any of the Parties set forth in this Agreement, in any Closing Document to be executed and delivered by any of the Parties (except any covenants included in such Closing Documents, which, by their terms, survive Closing) or in any other agreement, document or certificate delivered pursuant to or in connection with this Agreement or the transactions contemplated hereby shall survive the Closing. 11.5 Non-Recourse No past, present or future director, officer, employee, incorporator, member, partner, securityholder, Affiliate, agent, lawyer or representative of the respective Parties, in such capacity, shall have any liability for any obligations or liabilities of the Purchaser or the Company, as applicable, under this Agreement, or for any Causes of Action based on, in respect of or by reason of the transactions contemplated hereby. 11.6 Assignment; Binding Effect No Party may assign its right or benefits under this Agreement without the consent of each of the other Parties, except that without such consent the Purchaser may, upon prior notice to the Company: (a) assign this Agreement, or any or all of its rights and obligations hereunder, to one or more of its Affiliates; or (b) direct that title to all or some of the Purchased Interests be transferred to, and the corresponding Assumed Liabilities be assumed by, one or more of its Affiliates; provided that no such assignment or direction shall relieve the Purchaser of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third Person beneficiary rights in any Person not a Party to this Agreement. 51

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11.7 Notices Any notice, request, demand or other communication required or permitted to be given to a Party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed given under this Agreement on the earliest of: (a) the date of personal delivery; (b) the date of transmission by email, with confirmed transmission and receipt (if sent during normal business hours of the recipient, if not, then on the next Business Day); (c) two (2) days after deposit with a nationally-recognized courier or overnight service such as Federal Express; or (d) five (5) days after mailing via certified mail, return receipt requested. All notices not delivered personally or by email will be sent with postage and other charges prepaid and properly addressed to the Party to be notified at the address set forth for such Party: (a) If to the Purchaser at: Akin Gump Strauss Haue r & Feld LLP One Br y ant Park N ew York, New York 10036-6745 Attention: David Botte r Sarah Link Schultz Zachar y Wittenber g Email: [Redacted] [Redacted] [Redacted] and to: Cassels Broc k & Blackwell LLP Scotia Plaza, Suite 2100 40 Kin g St. W Toronto, ON M5H 3C2 Attention R y an Jacobs Jane Dietrich Joseph Bellissimo Email: [Redacted] [Redacted] [Redacted] 52

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(b) If to the Compan y at: Just Ener gy Group Inc. 100 Kin g Street West, Suite 2630 Toronto, Ontario M5X 1E1 Attention: Jonah Davids Email: [Redacted] and to: Osler, Hoskin & Harcourt LLP 100 Kin g Street West, Suite 6200 Toronto, Ontario M5X 1B8 Attention: Marc Wasserman Michael De Lellis Jerem y Dacks Dave Rosenbla t Email: [Redacted] [Redacted] [Redacted] [Redacted] and to: Kirkland & Ellis LLP 601 Lexin g ton Avenue N ew York, New York 10022 Attention: Brian Schartz N eil Herman All y son B. Smith Email: [Redacted] [Redacted] [Redacted] Any Party may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to such Party at its changed address. 11.8 Counterparts; Electronic Signatures This Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument. Execution of this Agreement may be made by electronic signature which, for all purposes, shall be deemed to be an original signature. 11.9 Language The Parties have expressly required that this Agreement and all documents and notices relating hereto be drafted in English. [All signature pages on file with Just Energy] 53

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Disclosure Letter [Disclosure Letter is on file with Just Energy]

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Exhibit A Terms of the New Preferred Equity On the Closing Date, Just Energy (U.S.) Corp. (or its successor if converted into another entity prior to the Closing in accordance with the Implementation Steps) will issue a new class of preferred equity on the following terms and conditions and, to the extent applicable, subject to the terms and conditions set out in the New Credit Agreement: (a) Amount: The amount of the BP Commodity / ISO Services Claim as of the Closing Date, all converted into United States currenc y , as applicable (b) Maturit y : 1. Perpetual 2. Repa y ment in full upon a chan g e of control transaction 3. Ri g ht to force sale in y ear six (6) (c) Dividends: 12.50% accreting yield with dividends as and when declared by the board of directors for the firs t four (4) y ears, increasin g 1% annuall y thereafte r (d) Fees: Exit fee of 5.00% (e) ECF Sweep: The ECF Sweep is as permitted pursuant to the terms of the New Credit A g reement

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Exhibit B Form of Release (see attached)

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RELEASE AGREEMENT This Release Agreement (this “Release Agreement”) is made and entered into as of _____________, 2022 (the “Effective Date”) by each of the Releasing Parties (as defined herein) in favor of the Released Parties (as defined herein). WHEREAS, on _____________, 2022 (the “Closing Date”), pursuant to that certain Transaction Agreement, dated as of August 4, 2022 (together with all exhibits and schedules attached thereto, and as amended, supplemented, or otherwise modified from time to time, the “Transaction Agreement”),1 by and between Just Energy Group Inc. (“JEGI”) and the Purchaser, upon the consummation of the Closing, concurrently with the effectiveness of this Release Agreement and after the completion of the Implementation Steps, all of the Releasing Parties are now owned, directly or indirectly, by Just Energy (U.S.) Corp; and WHEREAS, the Releasing Parties desire to effectuate the release provision set forth in Article 7.9 of the Transaction Agreement, all as more fully set forth herein. NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Releasing Parties hereby agree as follows: 1. Defined Terms. (a) The terms defined in the recitals hereto shall have the meanings set forth therein. (b) The following terms have the following meanings: “Causes of Action” means any action, claim, cross-claim, third-party claim, damage, judgment, cause of action, controversy, demand, right, action, suit, obligation, liability, debt, account, defense, offset, power, privilege, license, lien, indemnity, interest, guaranty, or franchise of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, matured or unmatured, suspected or unsuspected, in contract or in tort, at law or in equity, or pursuant to any other theory of law or otherwise, of the Just Energy Entities against any Person, in each case based in whole or in part on any act or omission, transaction, dealing, or other occurrence existing or taking place on or prior to the Closing Time. 1 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the TransactionA g reement.

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“Final Order” means with respect to any order or judgment of the CCAA Court or the U.S. Bankruptcy Court, or any other court of competent jurisdiction, with respect to the subject matter addressed in the CCAA Proceedings or the Chapter 15 Cases or the docket of any court of competent jurisdiction, that such order or judgement has not been vacated, set aside, reversed, stayed, modified, or amended, and as to which the applicable periods to appeal, or seek certiorari or move for a new trial, reargument, or rehearing, has expired and no appeal, leave to appeal, or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken or filed, or as to which any appeal has been taken or any petition for certiorari or leave to appeal that has been timely filed has been withdrawn or resolved in a manner acceptable to the Company and the Purchaser, each acting reasonably, by the highest court to which the order or judgment was appealed or from which leave to appeal or certiorari was sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice; provided, however, that the possibility that a motion under Rule 60 of the United States Federal Rules of Civil Procedure, or any analogous rule under the Federal Rules of Bankruptcy Procedure, may be filed relating to such order shall not cause such order to not be a Final Order. “Released Causes of Action” means the Causes of Action irrevocably and unconditionally waived, released, and discharged by the Releasing Parties pursuant to Section 2 of this Release Agreement. “Released Parties” means, collectively, (a) all current and former officers, directors, partners, limited partners, employees, agents, financial and legal advisors of each of the Releasing Parties and (b) the respective successors and assigns of each individual or entity in clause (a). “Releasing Parties” means, collectively, (a) JEGI, Just Energy Corp., Ontario Energy Commodities Inc., Universal Energy Corporation, Just Energy Finance Canada ULC, Hudson Energy Canada Corp., 11929747 Canada Inc., 12175592 Canada Inc., JE Services Holdco I Inc., JE Services Holdco II Inc., 8704104 Canada Inc., Just Energy Advanced Solutions Corp., Just Energy (U.S.) Corp., Just Energy Illinois Corp., Just Energy Indiana Corp., Just Energy Massachusetts Corp., Just Energy New York Corp., Just Energy Texas I Corp., Just Energy, LLC, Just Energy Pennsylvania Corp., Just Energy Michigan Corp., Just Energy Solutions Inc., Hudson Energy Services LLC, Hudson Energy Corp., Interactive Energy Group LLC, Hudson Parent Holdings LLC, Drag Marketing LLC, Just Energy Advanced Solutions LLC, Fulcrum Retail Energy LLC, Fulcrum Retail Holdings LLC, Tara Energy, LLC, Just Energy Marketing Corp., Just Energy Connecticut Corp., Just Energy Limited, Just Solar Holdings Corp., Just Energy (Finance) Hungary Zrt., Just Energy Ontario L.P., Just Energy Manitoba L.P., Just Energy (B.C.) Limited Partnership, Just Energy Québec L.P., Just Energy Trading L.P., Just Energy Alberta L.P., Just Green L.P., Just Energy Prairies L.P., JEBPO Services LLP, and Just Energy Texas LP and (b) the respective successors and assigns of each entity in clause (a). 2. Releases. (a) Each Releasing Party hereby irrevocably and unconditionally waives, releases, and discharges each Released Party from any and all actual or potential Causes of Action against the Released Parties; provided, however, that, with respect to each Released Party, the foregoing provision shall not waive or release Causes of Action related to any act or omission by such Released Party that is determined in a Final Order of a court of competent jurisdiction to have constituted actual fraud, willful misconduct, or gross negligence; provided, further, that in all respects such Released Parties shall be entitled to reasonably rely upon the advice of counsel with respect to their applicable duties and responsibilities. - 2 -

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(b) Each Releasing Party understands, acknowledges, and agrees that the releases provided for herein are full and final general releases of all Released Causes of Action, including those that could have been asserted in any legal or equitable proceeding against the Released Parties. Each Releasing Party hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Released Cause of Action, or commencing, instituting, or causing to be commenced any action, suit, or proceeding of any kind, against any Released Party, or against any other person, corporation, or entity which might claim over or against any Released Party, based upon any Released Cause of Action. Each Releasing Party further agrees that in the event such Releasing Party should bring a Released Cause of Action against any Released Party or any such other person, corporation, or entity, this Release Agreement shall serve as a complete defense to such Cause of Action. (c) Each Releasing Party has read Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Each Releasing Party understands that Section 1542, or a comparable statute, rule, regulation, or order of another jurisdiction, gives such Releasing Party the right not to release existing Causes of Action of which such Releasing Party is not aware, unless such Releasing Party voluntarily chooses to waive this right. Having been so apprised, each Releasing Party nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, and all such other comparable statutes, rules, regulations, or orders, and elects to assume all risks for Causes of Action that exist, existed, or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to Causes of Action or other matters purported to be released pursuant to this Release Agreement. 3. Severability. Any term or provision of this Release Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 4. Waivers. No waiver of any of the terms or provisions of this Release Agreement shall be binding against any Released Party hereto unless such waiver is in a writing signed by such Released Party. 5. No Assignment. This Release Agreement shall be binding upon the Releasing Parties and inure to the sole benefit of the Released Parties. No Releasing Party hereto may assign any of its obligations under this Release Agreement. Any assignment in violation of this Section 5 shall be null and void ab initio. - 3 -

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6. Governing Law. This Release Agreement shall be governed by and construed in accordance with the laws of [●],without giving effect to principles of choice of law. Any action, suit, or proceeding arising out of or related to this Release Agreement shall be brought and maintained exclusively in the state and federal courts in [●], and each Releasing Party irrevocably and unconditionally: (a) submits to the personal jurisdiction of those courts for purposes of, and waives any defense of venue or inconvenient forum in, any such action, suit, or proceeding in those courts; (b) expressly waives any requirement for the posting of a bond by a party bringing such action, suit, or proceeding; (c) consents to process being served in any such action, suit, or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices set forth on the signature pages hereto, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided that nothing in clause (c) hereof shall affect or limit any right to serve process in any other manner permitted by law, and (d) WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT, OR PROCEEDING. 7. Counterparts. This Release Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Except as expressly provided in this Release Agreement, each individual executing this Release Agreement on behalf of a Releasing Party has been duly authorized and empowered to execute and deliver this Release Agreement on behalf of said Releasing Party. [Remainder of page intentionally left blank.] - 4 -

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IN WITNESS WHEREOF, the Releasing Parties have executed this Release Agreement on the day and year first above written. [Just Energy (U.S.) Corp., on behalf itself and each other Releasing Party] B y : N ame: [●] Title: [●] [Signature Page to Release Agreement]

Exhibit 10.11

AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

This Amended and Restated Chief Executive Officer Employment Agreement (“Agreement”) is made and entered into by and amongst Just Energy Group Inc., a Canadian corporation (“JEGI”), Just Energy (U.S.) Corp. (“Employer”) and R. Scott Gahn (“Executive” or “you”) as of the Effective Date. At times in this Agreement, JEGI, Employer and Executive may be referred to individually as a “Party” or collectively as the “Parties.”

This Agreement supersedes and replaces the employment agreement entered into amongst Executive, JEGI and Employer dated August 2, 2019, and any amendments.  Capitalized terms not otherwise defined herein, shall have the meanings ascribed in Schedule A attached.

Terms

1.

Employment.   Employer agrees to employ Executive, and Executive hereby accepts such employment, upon and subject to the terms and conditions set forth in this Agreement.   You are assigned to the corporate office located at 5251 Westheimer Road, Suite 1000, Houston, Texas 77056. Due to COVID-19, all employees are currently in a work from home state.

2.

Position and Duties.

(a)

Executive will be employed as the Chief Executive Officer (“CEO”) of JEGI and its Affiliates including the Employer (collectively the “Company”) and will report directly to the Executive Chair of the board of directors of JEGI (“Board”).

(b)

With respect to all regular elections of members of the Board during Executive’s employment under the Agreement, the Company shall nominate, and use its reasonable efforts to cause the election of, Executive to serve as a member of the Board.

(c)

Executive will devote his full business time and attention to the position of CEO for the Company and will be responsible for the following:

Faithfully, honestly and diligently serving the Company with a view to the best interests of the Company and the exercise of the level of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
In conjunction with the executive team, creating, communicating and implementing the Company’s vision, mission and overall direction, as well as leading the development and implementation of the organization’s overall strategy.
Leading, guiding, directing and evaluating the work of other executive leaders of the Company.
Soliciting advice and guidance when appropriate from the Executive Chair and the Board.
Maintaining awareness of both the external and the internal competitive landscape, opportunities for expansion, customers, markets, new industry developments and standards.

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Evaluating, presenting, managing, and executing strategic initiatives and market opportunities that best support the Company’s short-term and long-term strategies, including targeted mergers, acquisitions, capital expansions, restructuring, joint ventures and operational investments that will enhance shareholder value.
Working collaboratively with all necessary internal departments and divisions of the Company as necessary to execute the responsibilities of the CEO.
Performing other responsibilities that would customarily be performed within the scope of the CEO position or as may be directed by the Board.

3.

Travel Requirements. Periodic travel throughout Canada and the United States will be required to successfully perform the responsibilities of the Position. You agree that nothing would prevent you from travel on behalf of the Company.    The Company will coordinate and pay for any reasonable visa processing as required to enable you to travel to the Company offices and for any customary travel expenditures per the Company travel policies.

4.

Compensation.

(a)

Base Salary.  The Employer will pay Executive, in bi-weekly installments, an annual base salary of $800,000 (USD), less applicable withholdings, in accordance with the Employer’s regular and routine payroll practices.  In its sole and absolute discretion, JEGI and the Employer may increase Executive’s Base Salary, and any such increase will be considered the Base Salary for the purposes of this Agreement.

(b)

Short-Term Discretionary Performance Bonus.  For each full fiscal year of JEGI, Executive will be entitled to a short-term discretionary performance bonus payment of up to 100% or more as approved by the Board (100% being the target amount) of Executive’s Base Salary (the “STPB”) payable in cash.  Payment of the STPB will depend on JEGI achieving corporate targets as set and approved annually by the Compensation Committee of the Board (“Committee”) of JEGI and the Board of JEGI.  Following the close of the applicable fiscal quarter or fiscal year, the Board has the sole and absolute discretion to determine if applicable corporate targets have been met and will make all determinations with respect to any STPB in good faith and consistent with the Agreement.  Within thirty (30) days of the Board’s approval, Executive will be notified of the annual fiscal corporate targets approved for determination of the STPB.  See Exhibit A for the corporate targets approved by the Board for the current fiscal year and related details.

(c)

Long-Term Discretionary Incentive Bonus.   Executive shall be entitled to a long-term discretionary incentive bonus payment of up to 200% of Executive’s Base Salary (the “LT Bonus”) for each fiscal year of JEGI based primarily on the attainment of corporate targets determined and approved each fiscal year by the Committee and the Board (the “LTIB Amount”). One hundred percent (100%) of the LTIB Amount, if any, shall be payable in equity of JEGI.  The LTIB Amount is not guaranteed but shall be at the discretion of the Committee and the Board.  See also Exhibit A.

(d)

Regular Benefits.  Executive remains entitled to participate in any employee benefit plans, medical insurance plans, life insurance plans, disability income plans and other benefit plans which Employer may have in effect for employees working in the United States from time to time.

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(e)

Expenses. Employer shall reimburse Executive for all reasonable, ordinary and necessary out-of-pocket expenses, including professional dues, if any, incurred by Executive pursuant to Company policy and in satisfaction of your duties herein, upon delivery of proper receipts and as approved by the Board.

(f)

Vacation.  Executive shall be entitled to take vacation or time off when he requires it.  At the Company’s discretion, vacation or time off may be tracked for business purposes.

5.

Extent of Service.  During the Executive’s employment under this Agreement, the Executive shall, subject to the direction and supervision of the Board, devote the Executive’s full time, best efforts and business judgment, skill and knowledge to the advancement of JEGI’s and the Employer’s interests and to the discharge of the Executive’s duties and responsibilities under this Agreement. Executive shall not engage in any other business activity, except as may be approved by the Board, provided that nothing in this Agreement shall be construed as preventing the Executive from:

(a)

investing Executive’s assets in any company or other entity in a manner not prohibited by the Confidentiality, Non-Competition and Non-Solicitation Agreement entered into by Executive with JEGI and the Employer in such form or manner as shall not require any material activities on the Executive’s part in connection with the operations or affairs of the companies or other entities in which such investments are made and that such interests or investments cannot be perceived to conflict with his duties and obligations to JEGI and the Employer or an Affiliate;

(b)

making passive portfolio investments in shares of a corporation listed on a stock exchange or over the counter market which do not exceed 5% of the issued and outstanding shares of such corporation;

(c)

engaging in religious, charitable or other community or non-profit activities that do not impair Executive’s ability to fulfill the Executive’s duties and responsibilities under this Agreement; or,

(d)

making investments in securities of JEGI.

6.

Termination for Cause.  Notwithstanding the foregoing, your employment may be terminated by the Employer immediately, upon the occurrence of any act or event by Executive constituting Good Cause.  “Good Cause” is defined as the occurrence of any of the following events:

(a)

Executive’s conviction (or pleading of guilty or no contest) regarding any felony (other than traffic offenses) or any misdemeanor involving theft, fraud or moral turpitude under the laws of any state or of the United States or any province of Canada.

(b)

The Board determines in good faith, after reasonable investigation and evaluation of the merits of any claim, that Executive has intentionally and knowingly violated the Company’s anti-discrimination/anti-harassment policy or anti-corruption policy.

(c)

Executive willfully or habitually neglects his duties, or the Board determines Executive is guilty of willful misconduct or gross negligence in the performance of his duties.

(d)

Upon Executive’s breach of any material provision of this Agreement.

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(e)

Executive becomes employed (in any capacity) by any competitor of the Company.

(f)

If Executive dies while employed by Employer.

(g)

If Executive is absent and unable to perform the essential functions of Executive’s job with or without reasonable accommodation as a result of a physical or mental disability or infirmity, and, within sixty (60) days after written notice is provided to him by the Employer, he will not have returned to the full-time performance of his duties or upon Executive’s receipt of long term disability benefits, Executive’s employment under this Agreement will be deemed terminated by the Employer for disability.  During any period prior to such termination during which Executive is absent from the full-time performance of his duties with the Employer due to disability, Executive will be entitled to compensation and benefits as provided by the Company’s policies and procedures applicable to all similarly situated employees.

With respect to Subsections (c) and (d) above, Executive will first receive written notice from the Board setting forth the basis for Good Cause and twenty (20) business days’ opportunity to cure (if such item is curable) and Executive may be subject to termination then only if the identified Good Cause is not cured to the reasonable satisfaction of the Board.

In the event of a termination under this Section 6(a) to and including (e), Employer will pay only the portion of Base Salary yet unpaid as of the termination date.

7.

Termination without Cause.

(a)

Employer.

(i)

Employer may terminate Executive’s employment at any time without Cause.

(ii)

In the event of a termination under Section 7(a)(i), Executive will be entitled to:

1.

Earned and accrued Base Salary through the date of termination;

2.

A cash amount equal to one (1) year’s Base Salary; and

3.

To the extent not already received, a pro-rated STPB as of the termination date as follows:

(A)

If the fiscal year is in progress at the termination date, the STPB will be calculated and payable based on the average of the STPB achieved and/or paid to Executive in the two (2) years prior to the termination date, and pro-rated for the fiscal year in progress.  If no such STPB has been achieved in the two (2) years prior to the termination date, the Employer will pay the STPB pro-rated for the fiscal year in progress, provided the associated targets have met the quarterly budgeted target levels as of the termination date; or,

(B)

If the applicable fiscal quarter or fiscal year is completed at the termination date, the STPB will be calculated and payable in accordance with Section 4(b).

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(iii)

All payments identified will be made in a lump sum less appropriate withholding and deductions in accordance with the Employer’s normal payroll process or otherwise in accordance with applicable law and the terms of this Agreement.

(iv)

Payment identified in Section 7(a)(ii)(2) will be made in cash, less appropriate withholding and deductions, as soon as practicable following sixty (60) days of the  termination date, provided that during such period, the  Executive executed and returned a release and waiver agreement in a form acceptable to the Board and did not exercise any right to revoke such release and waiver agreement.

(b)

Executive.

(i)

Executive may voluntarily terminate his employment and resign at any time provided he gives JEGI and the Employer sixty (60) days’ prior written notice, which notice period may be waived by JEGI and the Employer (in which case such resignation will be effective as of the date stipulated in such waiver).  In the event of a termination by Executive under this Section 7(b)(i), the Employer will pay only the portion of Base Salary or previously awarded bonus unpaid as of the termination date.

(ii)

Executive may terminate his employment for Good Reason.  Upon a termination for Good Reason, the terms of Section 7(a)(i)-(iv) shall apply.

8.

Change of Control.

(a)

If the employment of Executive is terminated by JEGI and the Employer without Cause (see Section 7(a)(i)) or if Executive resigns for Good Reason (see Section 7(b)(ii)), in each case, within six (6) months prior to or within twenty-four (24) months following a Change of Control (the “Change of Control Termination”), Executive will be entitled to:

(i)

Accrued Base Salary through the date of termination;

(ii)

Any STPB or LT Bonus earned as of the date of termination but which is unpaid as of the date of termination;

(iii)

payment in the amount of 1.5 times Executive’s Base Salary for one year;

(iv)

payment of 1.5 times the maximum of the Executive’s Short-Term Discretionary Performance Bonus opportunity in the year of termination, not to exceed a maximum of 1.5 times Executive’s Base Salary; and,

(v)

the continuation of the medical insurance plan or payment of the associated costs for the medical insurance plan provided for the Executive as of the date of the Change of Control Termination for a period of twenty-four (24) months following a Change of Control.

(b)

In the event of a Change of Control Termination, the Executive is not entitled to receive the payments identified in Section 7(a)(ii) in addition to those payments identified above at Section 8(a).

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(c)

The payments identified above at Section 8(a)(i)-(ii) will be made in a lump sum less appropriate withholding and deductions in accordance with the Employer’s normal payroll process or otherwise in accordance with applicable law.

(d)

Provided Executive executes and returns a release and waiver agreement in a form acceptable to the Board and does not exercise any right to revoke such release and waiver agreement, all payments identified in Sections 8(a) will be made in cash, less appropriate withholding and deductions, as soon as practicable within sixty (60) days of the termination date if Executive is terminated without Cause or resigns for Good Reason within twenty-four (24) months following a Change of Control or within sixty (60) days of the Change of Control if Executive is terminated without Cause or resigns for Good Reason within six (6) months prior to a Change of Control.

9.

Protection of the Employer Business. Executive recognizes that the Company is engaged in a competitive business. Executive agrees to keep the Company’s business confidential. Executive acknowledges that the Company is entitled to all available protection from disclosures under law, and that the Company insists upon it as a condition of Executive’s employment or continued employment. Executive will occupy a position of trust and confidence with the Company.  The Confidentiality, Non-Competition and Non-Solicitation Agreement entered by the Executive as of August 2, 2019 remains in full effect.  A copy is attached as Exhibit B.

10.

Ownership of Employer Property and Assignment of Rights.  Executive acknowledges and agrees that any and all tangible and intangible property (such tangible and intangible property described in this Section is herein referred to as “Employer Property”), including, without limitation, know-how, ideas, processes, compounds, compositions of matter, methodologies, concepts, research, innovations, designs, inventions, discoveries, creations, devices, improvements, technology, materials, documents, drawings, charts, formulae, compilations of information, software, hardware and specifications, and any other industrial or intellectual property (some or all of which property may be protected by patents, copyrights, trade secrets, trademarks, industrial designs or mask works), that is or was conceived of, created, developed or reduced to practice during the Executive’s time spent as an employee with Employer or in contemplation of the Executive engagement as an employee  of Employer, regardless of whether from a date prior to the Effective Date or after the Effective Date, and which:

(i)

relates to the business of Employer and any Affiliate;

(ii)

results from any work performed by Executive for Employer or Affiliate; or

(iii)

is created or made using any equipment, supplies, facilities, funds, resources or Confidential Information of Employer;

is and shall, along with all industrial and intellectual property rights therein, remain exclusively the property of Employer, and Executive irrevocably relinquishes and forever forgoes any claims either past or future, against or in relation to Employer Property that the Executive may have.  Executive agrees to make full disclosure to Employer of any and all Employer Property and shall, in connection with such disclosure, provide to Employer written documentation fully describing such Employer Property promptly after its conception, creation, development or reduction to practice.

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With respect to all Employer Property that may not be the property of Employer as of statutory or other legal right, including, without limitation, by way of determination of a court or other authority, Executive  covenants and agrees to transfer, convey and assign, and does hereby expressly transfer, convey and assign to Employer, irrevocably and unconditionally, any and all right, title and interest in and to such Employer Property, including all industrial and intellectual property rights therein, throughout the world, as such Employer Property is conceived of, created, developed or reduced to practice by Executive.  Executive shall assist Employer in every possible way, at Employer’s expense, to secure, maintain and defend for the Employer’s benefit all copyrights, patent rights, mask work rights, trade secret rights and other proprietary rights in and to any Employer Property.

11.

Resignation from Board and Officer Positions. The termination of Executive’s employment with the Company for any reason will constitute Executive’s resignation from any director, officer or employee position Executive has with the Company, all fiduciary positions, if any, (including as a trustee) Executive holds with respect to any employee benefit plans or trusts established by the Company or from any position held on the Board. Executive agrees that this Agreement will serve as written notice of resignation in this circumstance.

12.

Office Policies and Practices.  The Company may, from time to time, establish office policies and practices through office manuals, policy statements, memoranda or other communications.  These policies and practices are subject to change and do not constitute contractual rights or obligations.

13.

Applicable Law, Selection of Forum and Venue.

(a)

This Agreement and the rights and obligations of the Parties will be construed and governed by the laws of the State of Texas; provided, however, that the normal rule of construction against the drafter will not be employed.  The Parties agree that the exclusive forum, jurisdiction and venue of any action arising out of this Agreement will be the state or federal courts of Houston, Texas.  Executive hereby waives any and all rights he may have to bring any action arising out of or related to the terms of this Agreement (including any claims related to its formation) in any venue other than as stated above.

(b)

As a condition of employment by the Employer, Executive voluntarily and knowingly waives any rights he may have to a trial by jury in any court action relating to or concerning the Company and its employees and agrees that this dispute will be adjudicated by the appropriate state or federal judge having competent jurisdiction over the dispute.  This waiver does not forego any substantive rights the Company or Executive may have.  This voluntary and knowing jury trial waiver includes, but is not limited to, any disputes, claims, or controversies relating to or concerning this Agreement or Executive’s employment with the Company.

THUS, BY EXECUTION OF THIS AGREEMENT, EXECUTIVE VOLUNTARILY AND KNOWINGLY WAIVES ANY RIGHTS HE MAY HAVE TO A TRIAL BY JURY IN ANY COURT ACTION REGARDING ALL DISPUTES, CLAIMS, OR CONTROVERSIES CONCERNING THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY.

(c)

In the event that any court of competent jurisdiction refuses to enforce the foregoing jury waiver provision set forth above, the Parties alternatively agree to submit all disputes, claims or controversies relating to or concerning this Agreement or Executive’s employment with the Company to binding arbitration.  Subject to the terms and any exceptions provided in this

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Agreement, the Parties each waive their right to a jury trial and waive the right to adjudicate their disputes under this Agreement outside the arbitration forum provided for in this Agreement.

(i)

The arbitration will proceed before a single arbitrator under the auspices of the American Arbitration Association (“AAA”) and will be conducted in accordance with the AAA Employment Arbitration Rules (“AAA Rules”).  The AAA Rules may be found at www.adr.org or by searching for “AAA Employment Arbitration Rules” using a service such as www.Google.com.  Unless the Parties mutually agree otherwise, the Arbitrator will be either an attorney licensed to practice law in the state in which the arbitration is convened, or a former judge from any jurisdiction. The AAA will give each Party a list of nine (9) arbitrators drawn from its panel of arbitrators.  Ten (10) days after AAA’s transmission of the list of neutrals, AAA will convene a telephone conference and the Parties will strike names alternately from the list of common names until only one remains.  The Party who strikes first will be determined by a coin toss.  That person will be designated as the Arbitrator.  If for any reason, the individual selected cannot serve, AAA will issue another list of nine (9) arbitrators and repeat the alternate striking selection process. If for any reason the AAA will not administer the arbitration, either Party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral arbitrator.

(ii)

To initiate arbitration, a Party must make a written Request for Arbitration and deliver it to the other Party by hand or mail no later than the expiration of the statute of limitations that applicable law prescribes for the claim.  The Request for Arbitration will identify the claims asserted, the factual basis for the claim(s), and the relief and/or remedy sought. The Arbitrator will resolve all disputes regarding the timeliness or propriety of the Request for Arbitration and apply the statute of limitations that would have applied if the claim(s) had been brought in court.

(iii)The Arbitrator may award any remedy to which a Party is entitled under applicable law, but remedies will be limited to those that would have been available in a court of law to a Party in their individual capacity for the claims presented to the Arbitrator, and no remedies that otherwise would be available to an individual under applicable law will be forfeited.  The Parties will be entitled to adequate discovery. At least thirty (30) days before the final hearing, the Parties must exchange a list of witnesses, excerpts of depositions to be introduced, and copies of all exhibits to be used.

(iv)

The location of the arbitration proceeding will be no more than forty-five (45) miles from the place where Executive was last employed/assigned with the Company, unless Executive and the Employer agree in writing otherwise.  The Arbitrator has the authority to hear and rule on pre-hearing disputes.  The Arbitrator will have the authority to hear and decide a motion to dismiss and/or a motion for summary judgment by any Party, consistent with Rule 12 or Rule 56 of the Federal Rules of Civil Procedure. The Arbitrator will issue a written decision or award, stating the essential findings of fact and conclusions of law.  A court of competent jurisdiction will have the authority to enter judgment upon the Arbitrator’s decision/award.

(v)

The Party that initiates the arbitration will pay a filing fee as required by the organization through which the arbitration is conducted.  Executive may request a waiver of the filing fee if

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he cannot afford it.  This request must be made at the same time Executive first initiates his claim.  In such a case, Executive will not be required to pay the filing fee until the Arbitrator decides whether the fee will be waived.  If the filing fee is required to be paid in advance of this decision, the Employer will make this payment pending the determination of whether Executive will be required to pay it.

(vi)

The Employer will pay the Arbitrator’s and arbitration fees and costs.  Each Party will pay for its own costs and attorneys’ fees, if any.  However, if any Party prevails on a claim which under applicable law affords the prevailing party attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party as provided by law.

(vii)In the event the law (including the common law) of the jurisdiction in which the arbitration is held requires a different allocation of arbitral fees and costs in order for this Arbitration Agreement to be enforceable, then such law will be followed.

(viii)Notwithstanding Section 13(a), the Company and Executive expressly agree and stipulate that the Federal Arbitration Act (9 U.S.C. § 1 et seq.) will apply to any arbitration under or related to this Agreement, which evidences a transaction involving commerce.

14.

Injunctions.  Because JEGI and the Employer may not have an adequate remedy at law to protect its interest in its trade secrets, privileged, proprietary or Confidential Information (as defined in the Confidentiality, Non-Competition and Non-Solicitation Agreement entered by Executive attached at Exhibit B) and similar commercial assets, as the sole exception to the exclusive and binding nature of the arbitration forum selection commitment set forth in Section 13(c) above and as applicable, Executive and the Employer agree that the Employer will have the right to initiate an action in a court of competent jurisdiction in order to request temporary, preliminary and permanent injunctive or other appropriate equitable relief to prevent Executive from violating, or cause Executive or others to cease from violating, or to observe the agreements in Sections 9 and 10, above and the further agreement of Executive to the obligations in the Confidentiality, Non-Competition and Non-Solicitation Agreement, pertaining to the protection of the Company’s business without the necessity of proving inadequacy of legal remedies or irreparable harm.  Executive further agrees that in the event that the Employer seeks injunctive relief based on Executive’s employment or this Agreement, bond in the amount of $1,000.00 will be adequate security for such injunctive relief.

15.

Notices.  Any notices required or permitted to be given under this Agreement will be sufficient if in writing and (i) delivered in person during normal business hours on a business day and, if to JEGI or the Employer, left with a receptionist or other responsible employee of the relevant Party or other responsible individual at the applicable addresses set forth below; (ii) if sent by Certified Mail or overnight delivery to Executive at the last address on record with the Employer as provided by Executive or at the address listed below for the Employer or JEGI; or (iii) if sent by email, at the last email on record with the Employer as provided by Executive or at the email address listed below for the Employer or JEGI:

to Employer:

Just Energy (U.S.) Corp.

5251 Westheimer Road, Suite 1000

Houston, Texas 77056

Attention: General Counsel

Email: legal@justenergy.com

9


to JEGI:

Just Energy Group Inc.

First Canadian Place

100 King Street West, Suite 2630

Toronto, Ontario M5X 1E1

Attention: General Counsel

Email: legal@justenergy.com

or such other address as either Party will give to the other in writing for this purpose.  Each notice sent in accordance with this Section shall be deemed to have been received (x) on the day it was delivered; (y) on the fifth business day after it was mailed (excluding each business day during which there existed any general interruption of postal services due to strike, lockout or other cause); or (z) on the same day that it was sent by email, or on the first business day thereafter if the day on which it was sent by email was not a business day or the email was sent after 5 p.m. CST.

16.

Severability. In the event that any provision, covenant, section, subsection, paragraph, or any portion of this Agreement is held by any court, arbitrator or other tribunal to be illegal, invalid or unenforceable, either in whole or in part, the legality, validity or enforceability of the remaining provisions, covenants, sections, subsections, paragraphs, or portions will not be affected, and each such provision, covenant, section, subsection, paragraph, or any portion will remain valid and enforceable to the fullest extent permitted by law.

17.

Compliance with Code Section 409A.

(a)

This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) and to the maximum extent permitted the Agreement shall be limited, construed and interpreted in accordance with such intent.  The Employer shall have no liability to Executive if this Agreement or any amounts paid or payable hereunder are subject to Code Section 409A or the additional tax thereunder.

(b)

To the extent that reimbursements or other in-kind benefits under this Agreement constitute nonqualified deferred compensation for purposes of Code Section 409A, (i) all reimbursement of expenses hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits to be provided, in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(c)

For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment.

(d)

Notwithstanding any provisions to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified executive” within the meaning of that term under Code Section

10


409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is not exempt from Code Section 409A, such payment or benefit shall not be made or provided prior to the earliest of (i) the expiration of six (6) month period measured from the date of Executive’s “separation from service” (as such term is defined under Code Section 409A), (B) the date of Executive’s death, or (C) the expiration of such other period as may be required to comply with regulations and/or guidance issued under Code Section 409A (the “Delay Period”).  Upon expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in absence of such delay) shall be reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

18.

Section 280G Net Better Provision.

(a)

Modified Section 280G Cutback.  In the event that any of the payments or benefits described in this Agreement when added to all other amounts or benefits provided to or on behalf or for the benefit of the Executive by the Company (“Covered Payments”) would constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would be subject to the excise tax imposed under Code Section 4999 (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively the “Excise Tax”), then such Covered Payments shall be either (i) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Executive from the Company will be $1.00 less than three (3) times the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever of (i) or (ii) that produces the better “net after-tax position” to the Executive (taking into account any applicable excise tax under Section 4999  of  the Code and any other applicable taxes).  If the Covered Payments are to be reduced according to Section 18 (a)(i) (see preceding sentence), then the reduction shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in  time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order.

(b)

Determining the Impact.

(i)

An initial determination on whether (1) any of the Parachute Payments received by the Executive in connection with the occurrence of a change in ownership or control of the Company or in the ownership of a substantial amount from the assets of the Company shall be subject to the Excise Tax, and (2) the amount of any applicable reduction that may be required pursuant to Section 18(a) shall be made by an accounting, consulting or specialty firm selected by the Company (the “Firm”) prior to the consummation of such change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company.  The Executive shall be provided with notice of all determinations made as to the Excise Tax payable with respect to the Executive’s Parachute Payments, together with the calculations of the Firm, within a reasonable, prompt time after such determination and calculations are received by the Company but prior to the consummation of such change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company.

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(ii)

For the purposes of this Section of the Agreement, (1) no portion of the Parachute Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of the payment of the Parachute Payments shall be taken into account; (2) no portion of the Parachute Payments shall be taken into account which in the opinion of the Firm does not constitute a “parachute payment” within the meaning of Code Section 280G(b)(2) and the Firm shall be required to value any restrictive covenants (including without limitation, any covenants not to compete with the Company or solicit employees or customers of the Company) in forming such opinion; (3) the Parachute Payments shall only be reduced to the extent necessary so that the Parachute Payment (other than those portions referred to in the immediately preceding clause (1) and (2)) in their entirety constitute reasonable compensation for services rendered within the meaning of Code Section 280G(b)(4) or are otherwise not subject to disallowance as deductions, in the opinion of the auditor or tax counsel of the Firm; and (4) the value of any non-cash benefit or any deferred payment or benefit included in the Parachute Payments shall be determined by the Company’s independent auditors based on Code Sections 280G and 4999 and the regulations for applying those Code sections, or on substantial authority within the meaning of Code Section 6222.

(iii)

The Executive shall not be required to mitigate the amount of any payment provided for in this Section 18 by seeking other employment.  Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Agreement shall not be reduced by the compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

(iv)

It is possible that after determinations and selections made under this Section 18, the Executive will receive an amount that is either more or less than the limitation provided above (referred to as an “Excess Payment” or an “Underpayment”).  If it is established, through a final determination of a court or a United States Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall refund the Excess Payment to the Company promptly on demand, together with an additional payment in an amount equal to the product obtained by multiplying the Excess Payment times the rate that is 120% of the applicable annual federal rate (as determined in and under Section 1274(d) of the Code) times a fraction whose numerator is the number of days elapsed from the date of the Executive’s receipt of such Excess Payments through the date of such refund and whose denominator is 365.  In the event that it is determined by a court of competent jurisdiction, or by an independent auditor upon request by the Executive or by the Company, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination together with an additional payment in the amount equal to the product obtained by multiplying the Underpayment times the rate that is 120% of the applicable annual federal rate (as determined under Section 1274(d) of the Code times a fraction whose numerator is the number of days elapsed from the date of the Underpayment through the date of such payment and whose denominator is 365.

(v)

The Company and the Executive shall cooperate in good faith to review, consider, consider and pursue reasonable and customary mitigation strategies to avoid the imposition of the Excise Tax on any amounts due to the Executive under this Agreement or otherwise under employment with the Company.

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19.

Miscellaneous.   The Parties also agree:

(a)

This Agreement and its performance may not be delegated by Executive to anyone else.  Executive understands and acknowledges that this Agreement may be assigned by the Employer to any successor in interest to JEGI or the Employer, as applicable by operation of law or otherwise, or to an Affiliate of the Employer, as applicable, without the prior consent of the Executive in the event that the Employer, as applicable undergoes a reorganization, consolidates with or merges into any other corporation, partnership, organization or other entity, or transfers all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall inure to the benefit of and be binding upon the Employer, as applicable, and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

(b)

In any legal action arising out of this Agreement, the prevailing Party will be entitled to reasonable attorneys’ fees and costs, in addition to any other relief granted.

(c)

A waiver of any breach of this Agreement will not be a waiver of any subsequent breach, nor modify this Agreement.  This Agreement may be amended or modified by, and only by, a written instrument executed by both JEGI, the Employer and Executive.  No waiver of any term or provision of this Agreement will be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced.

(d)

This Agreement embodies the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings, whether oral or written.  Executive agrees that no verbal or other statement, inducement or representation relied upon by Executive for the execution of this Agreement has been made to Executive which is not contained in this Agreement.

(e)

This Agreement has been negotiated by the Parties, each having had the opportunity to be represented by counsel of its choice, and no provision will be construed against any Party by reason of that Party being considered to be the drafter of such provision.  Executive represents that he has read this Agreement carefully and understands this Agreement or has relied exclusively on his counsel for an understanding of the terms and conditions.

(f)

Sections 6, 7, 8, 10, 11, 13, 14, 15, 16, 17, 18 and 19 will survive termination of this Agreement.

(g)

This Agreement may be executed in multiple copies, each of which will be considered a true and original copy.

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The Parties have executed this Agreement as of the Effective Date of November 11, 2020.

JUST ENERGY GROUP INC.

By:

    

Name:

Anthony Horton

Title:

Executive Chair of Just Energy Group Inc.

14


JUST ENERGY (U.S.) CORP.

By:

    

Name:

Margaret Munnelly

Title:

SVP, Human Resources and Deputy Counsel

15


EXECUTIVE:

By:

    

Name:

R. Scott Gahn

16


SCHEDULE A

DEFINITIONS

For purposes of this Agreement, unless otherwise defined herein, Capitalized Terms shall have the following meanings:

“Acquiror” means any individual, partnership, firm, corporation, association, fund, unincorporated organization or other entity, or any syndicate or group acting or presumed to be acting jointly or in concert excluding JEGI and any of its Affiliates.

Affiliate” has the meaning ascribed to it in the Canada Corporations Business Act as amended from time to time.

“Board” means the board of directors of Just Energy Group Inc.

Change of Control” means any transaction or series of transactions (regardless of form, the nature of the transaction consideration or how effected) whereby, directly or indirectly and whether acting alone or with other parties, any Acquiror: (i) acquires beneficial voting or economic control of JEGI or all or substantially all of JEGI’s businesses, operations or assets, (ii) acquires, merges or otherwise combines with all or substantially all of JEGI’s businesses, operations or assets, (iii) forms a joint venture, partnership, collaboration or other form of joint undertaking involving all or substantially all of JEGI’s businesses, operations or assets, or (iv) effects any other extraordinary corporate transaction or series of transactions that has the effect of conveying or transferring to any Acquiror, directly or indirectly and whether acting alone or with other parties, beneficial voting or economic control of JEGI or all or substantially all of JEGI’s businesses, operations or assets; provided that the proceedings commenced by JEGI in July 2020 under section 192 of the Canada Business Corporations Act before the Ontario Superior Court of Justice (Commercial), does not constitute a Change of Control.

All or substantially all of JEGI’s businesses, operations or assets” means fifty percent (50%) or more of the net book value of JEGI on a consolidated basis determined as of the date of the audited consolidated financial statements of JEGI then most recently published.
Beneficial voting or economic control of JEGI” means fifty percent (50%) or more of the outstanding Shares.

Good Reason” means the occurrence of any of the following events without the written consent of the Executive: (i) a material reduction by Employer in the Executive’s Base Salary; (ii) the taking of any action by the Employer which would, in the aggregate, materially adversely affect the Executive’s incentive compensation opportunity or benefits; (iii) any breach by the Employer of any of its material obligations contained in this Agreement which remains uncured for more than thirty (30) days after the Executive provides written notice of the breach to the Employer, provided the Executive notified the Employer of the existence of the breach within ninety (90) days of the initial instance constituting a breach of a material obligation; (iv) relocation of the Executive’s primary place of work by more than 75 miles; (v) a material adverse change of the Executive’s responsibilities, status or reporting relationships; or (vi) a material diminution in the budget over which the Executive has authority, provided (i) through (vi) are interpreted in a manner that is consistent with the “Safe Harbor” reasons found in U.S. Treasury Regulation 1.409A-1(n)(2)(ii).

“JEGI” means Just Energy Group Inc.

17


Exhibit A

Incentive Compensation

I.

Short-Term Discretionary Performance Bonus.

(a)

The fiscal year of JEGI runs from April 1 through March 31.

(b)

For each full fiscal year of JEGI, Executive will be entitled to a short-term discretionary performance bonus payment of up to 100% or more as approved by the Board (100% being the target amount) of Executive’s Base Salary (the “STPB”) payable in cash.

(c)

The Board will determine the corporate targets applicable to the STPB each fiscal year and provide written notice to Executive of these corporate targets within thirty (30) days after determination.

(d)

After the close of the applicable fiscal quarter or fiscal year, the Board will consider whether the applicable corporate targets are achieved and will have the absolute discretion to determine whether a STPB will be paid, provided that any approved STPB shall be paid no later than 60 days following the date that the STPB is approved by the Board, subject to Executive’s continued employment through the end of the applicable fiscal quarter or fiscal year, except as otherwise provided in the Agreement.

(e)

See Exhibit A-1 for the terms of the STPB for fiscal year 2021.

II.

Long-Term Discretionary Incentive Bonus.

(a)

Executive shall be entitled to a long-term discretionary incentive bonus payment of up to 200% of Executive’s Base Salary (the “LT Bonus”) for each fiscal year of JEGI.

(b)

The Board will determine the corporate targets applicable to the LT Bonus each fiscal year and provide written notice to Executive of these corporate targets within thirty (30) days after determination and approval.

(c)

After the close of the fiscal year, the Board will consider whether the applicable corporate targets are achieved and will have the absolute discretion to determine whether a LT Bonus will be awarded, subject further to Executive’s continued employment through the end of the applicable fiscal year except as otherwise provided in the Agreement.

(d)

See Exhibit A-2 for the additional terms of the LT Bonus for fiscal year 2021.

III.

Board Determinations.

All determinations with respect to the STPB and LT Bonus, including without limitation, the amount, if any, that is payable to Executive for each fiscal year, will be made by the Compensation Committee and the Board, in good faith, and in compliance with the Agreement and Exhibit A and will be binding on the Executive and the Company.

18


Exhibit A-1

STPB for FY 2021

For fiscal year 2021 (“FY2021”), the STPB terms approved by the Board include the following:

The STPB is based on the achievement of the Annual Base EBITDA Target of $150M CAD.
“Base EBITDA” retains the definition provided for in the Management and Discussion Analysis of JEGI.
At the request of Executive and with the approval of the Board, any STPB payable for FY2021 will not be paid to Executive on a quarterly basis which is the payment schedule for other employees and executives eligible for a STPB.  Instead, after the close of FY2021, Executive is eligible to receive a STPB in the amount of his Base Salary times a Bonus Factor, indicated below.
The applicable Bonus Factor to be used for calculation will be pro-rated between 5% and 150% based on the Base EBITDA achieved and approved by the Board.
Any STPB payment approved by the Board would be made in cash, subject to applicable taxes and deductions, within 60 days, or as close as possible, following the release of the financial results for the fiscal year.

Graphic

19


Exhibit A-2

Long-Term Discretionary Incentive Bonus

For fiscal year 2021 (“FY2021”), the Board approved a long-term discretionary incentive bonus plan.

You are an eligible employee who can participate in this equity bonus plan which is based on JEGI’s achievement of Board approved corporate targets.

Each fiscal year, you are eligible to receive a LT Bonus in the form of equity in JEGI in an amount of up to 200% of your Base Salary (“LT Bonus Opportunity”) as approved by the Board.  The award will be documented by a written agreement which will detail the characteristics of the award and the conditions for the award to vest into common shares of JEGI as approved by the Board and determined under the 2020 Equity Compensation Plan (“Plan”).  A copy of the Plan is attached at Exhibit A-3.

To receive an equity award under this plan, you must be an employee in Good Standing as of the date of the award. Good Standing means you are employed by the Company, have not tendered written notice of intent to resign or retire as of the payment date of the bonus, have not been terminated by the Company for any reason, are not on probation or under a performance improvement plan and have not behaved in a manner that violates the Company’s Code of Conduct.

For FY2021, the Board has approved the gate metric of Base Gross Margin and the following associated targets:

Threshold Target

Budget Target

Stretch Target

Base Gross Margin

$523M

$544M

$600M

Percentage of LT Bonus
Opportunity

50%

75%

125%

Base Gross Margin means realized contracted revenues less realized supply costs and is reported by the Company each fiscal quarter.

When JEGI achieves Base Gross Margin between $523M and $544M or between $544M and $600M for F2021, the percentage of LT Bonus opportunity for the Employee to be used for calculation will be pro-rated.  As an example, if JEGI achieved Base Gross Margin of $572M, the LT Bonus would be calculated using 100% of LT Bonus opportunity for the Employee.

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Achievement of the Gate Metric provides:

o50% of your LT Bonus opportunity in the form of a restricted share unit (“RSU”) award which vests rateably over a 3-year period.  The percentage of LT Bonus opportunity to be used for calculation of the RSU award will be pro-rated.  The RSU award will be documented by a RSU agreement which will detail the characteristics of the award and the conditions for the award to vest into common shares of JEGI as approved by the Board and determined under the 2020 Equity Compensation Plan.

o50% of your LT Bonus opportunity in the form of a performance share unit (“PSU”) award which “cliff vest” after a 3-year period provided Target Milestones are achieved.  The percentage of LT Bonus opportunity to be used for calculation of the PSU award will be pro-rated.

50% of the PSUs granted will vest on the achievement of Cumulative Base EBITDA (“Target Milestone 1”) and 50% of the PSUs will vest on the achievement of Total Residential and SMB RCEs (“Target Milestone 2”), both determined at the end of a three-year period, as at March 31, 2024 (“Performance Period”).

TARGET MILESTONE 1

Budget Target

5% Over Perform

10% Over Perform

3-year Cumulative Base EBITDA

$592M

$622M

$651M

100%

150%

200%

Base EBITDA is defined as follows:

EBITDA means earnings before financing costs, income taxes, depreciation and amortization, all excluding discontinued operations.

Base EBITDA is EBITDA excluding the following:

Mark-to-Market of derivatives;
Strategic Review costs;
Impairment of goodwill and intangible assets;
Share based compensation; and
Restructuring costs.

oWhen JEGI achieves Base EBITDA as at March 31, 2024 between $592M and $622M or between $622M and $651M, the calculation of the LT Bonus will be pro-rated.

TARGET MILESTONE 2

Budget Target

2% Over Perform

4% Over Perform

Total Residential and SMB RCEs

1,179,000

1,202,580

1,226,160

100%

150%

200%

oWhen JEGI achieves Total Residential and SMB RCEs as at March 31, 2024 between 1,179,000 and 1,202,580 or between 1,202,580 and 1,226,160, the calculation of the LT Bonus will be pro-rated.

21


Exhibit A-3

2020 Equity Compensation Plan

22


Exhibit B

Confidentiality, Non-Competition and Non-Solicitation Agreement

23


Exhibit 10.12

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (“Agreement”) is made and entered into by and between Just Energy Group Inc., a Canadian corporation (“JEGI”), Just Energy (U.S.) Corp. (“Employer”) and Michael Carter (“Executive” or “you”) as of the Effective Date. At times in this Agreement, JEGI, Employer and Executive may be referred to individually as a “Party” or collectively as the “Parties.”

Terms

1.

Employment.   Employer agrees to employ Executive, and Executive hereby accepts such employment, upon and subject to the terms and conditions set forth in this Agreement.  Your employment is anticipated to start as of September 23, 2020 or as otherwise agreed to by the Parties (“Start Date”).  You will be assigned to the corporate office located at 5251 Westheimer Road, Suite 1000, Houston, Texas 77056. Due to COVID-19, all employees are currently in a work from home state.  At the time the Employer makes the decision to safely return to the office, you and the CEO will negotiate in good faith to reach reasonable terms for relocation to Houston or agreement as to time spent at Houston and Toronto/Mississauga Office locations.

2.

Position and Duties.

(a)

Executive will be employed as the Chief Financial Officer (CFO) of Employer and will serve as CFO of JEGI and JEGIs Affiliates (collectively the Company), and will report directly to the Chief Executive Officer (CEO) of Employer or as otherwise directed by the Board.

(b)

Executive will devote full time and attention to the position of CFO for the Company and will be responsible for the following:

·

Faithfully, honestly and diligently serving the Company with a view to the best interests of the Company and the exercise of the level of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

·

Assisting the CEO and the executive management team in formulating the Companys strategy and tactical initiatives.

·

Overseeing the preparation and delivery of quarterly financial statements and reports to the Audit Committee and the Board of Directors of JEGI (the Board) and attending all Audit Committee, Risk Committee and, when requested, Board meetings of JEGI.  Ensuring that JEGIs public financial reporting is compliant with the requirements of IFRS reporting and that all financial reporting requirements are made in the required timelines.

·

Developing financial and tax strategies.

·

Overseeing the annual business plan and budget process, collecting on a timely basis the inputs from the various business leaders, and comparing the Companys actual performance with the budget.

·

Developing and maintaining a collaborative working relationship with JEGIs auditors.

·

Monitoring cash balances and cash forecasts, including the establishment and review of accounting policies and procedures for credit and collections, purchasing, payment of bills, and other financial obligations.

1


·

Developing, maintaining and administering financing and banking arrangements and loan agreements and maintaining adequate sources of capital for the Companys current borrowings from commercial banks and other lending institutions, as well as, when necessary and with the approval of the CEO and the Board, arranging for debt and equity financings.  Maintaining relationships with key investment banks and lenders.

·

Supervising and managing all personnel within the financial reporting, accounts payable, treasury, tax, corporate development and risk departments of the Company.

·

Evaluating, presenting, managing, and executing strategic initiatives and market opportunities that best support the Companys short-term and long-term strategies, including targeted mergers, acquisitions, capital expansions, restructuring, joint ventures and operational investments.

·

Supervising the independent oversight and advice on the Companys major areas of risk facing the business activities of the Company and strategies to manage those risks.

·

Supervising the oversight and management of the risk management strategies and policies implemented for the management and control of risk, including, without limitation, hedging policies, commodity price risk, foreign exchange risk, interest rate risk, supply risk, congestion risk, model risk, transportation risk, volume risk, product structure, insurance risk, credit risk, liquidity risk and approve changes to the foregoing.

·

Working collaboratively with all necessary internal departments and divisions of the Company as necessary to execute the responsibilities of the CFO.

·

Providing timely and meaningful reporting as required by the CEO and the Audit Committee Chair.

·

Performing other responsibilities that would customarily be performed within the scope of the CFO position or as may be directed by the CEO.

3.

Travel Requirements. Periodic travel throughout Canada and the United States will be required to successfully perform the responsibilities of the Position. As of the Start Date, Executive is not aware of any personal reason that would prevent the Executive from travel on behalf of the Employer. Any reasonable visa processing as required to enable you to travel to the Employer offices and for any customary travel expenditures per the corporate travel policies will be coordinated and paid for by the Employer.

4.

Compensation.

(a)

Base Salary.  The Employer will pay Executive, in bi-weekly installments, an annual base salary of $450,000 (USD), less applicable withholdings, in accordance with the Employer’s regular and routine payroll practices.  In its sole and absolute discretion, JEGI and the Employer may increase Executive’s Base Salary, and any such increase will be considered the Base Salary for the purposes of this Agreement.

(b)

Signing Bonus Within 60 days of the Start Date, Employer will pay to Executive a signing bonus of $150,000, minus lawful withholdings.   In the event Executive’s employment is terminated with Cause or Executive resigns without Good Reason prior to the first anniversary date of the Start Date, Executive agrees to repay the Signing Bonus in full within 60 days of Executive’s departure from employment.  In the event that the Employer terminates Executive’s employment without Cause prior to the first anniversary of the Start Date or Executive resigns for Good Reason, Executive will have no responsibility for repayment of the Signing Bonus to the Employer.

2


(c)

Short-Term Discretionary Performance Bonus.  For each full fiscal year of JEGI, Executive will be entitled to a short-term discretionary performance bonus payment of up to 100% or more as approved by the Board (100% being the target amount) of Executives Base Salary (the STPB) payable in cash.  Payment of the STPB will depend on JJEGI achieving corporate targets as set and approved annually by the Compensation Committee of the Board of Directors (Committee) of JEGI and the Board of JEGI.  Following the close of the applicable fiscal quarter or fiscal year, the Board has the sole and absolute discretion to determine if applicable corporate targets have been met and will make all determinations with respect to any STPB in good faith and consistent with the Agreement.  Within thirty (30) days of the Board’s approval, Executive will be notified of the annual fiscal corporate targets approved for determination of the STPB.  See Exhibit A for the corporate targets approved by the Board for the current fiscal year and related details.

(d)

Long-Term Discretionary Incentive Bonus.   Executive shall be entitled to a long-term discretionary incentive bonus payment of up to 100% or more as approved by the Board (100% being the target amount) of Executives Base Salary (the LT Bonus) for each fiscal year of JEGI based primarily on the attainment of corporate targets determined and approved each fiscal year by the Committee and the Board (the LTIB Amount). One hundred percent (100%) of the LTIB Amount, if any, shall be payable in equity of JEGI.  The LTIB Amount is not guaranteed but shall be at the discretion of the Committee and the Board.  See also Exhibit A.

(e)

Regular Benefits.  Beginning on the day following thirty (30) days from your Start Date, you will be entitled to participate in: (i) any employee benefit plans, medical insurance plans, life insurance plans, disability income plans, and other benefit plans which the Employer may have in effect for employees working in the United States from time to time, (ii) the Employer’s 401(k) plan made available to employees working in the United States, and (iii) the Employee Company Stock Purchase Plan.

(f)

Expenses. Employer shall reimburse Executive for all reasonable, ordinary and necessary out-of-pocket expenses, including professional dues, if any, incurred by Executive pursuant to Employer policy and in satisfaction of your duties herein, upon delivery of proper receipts and as approved by the Chief Executive Officer.

(g)

Vacation.  Executive shall be entitled to a paid vacation of a total of twenty-five (25) days per calendar year, in accordance with the Employer’s established policy for vacations, as the same may be amended from time to time. Executive shall be entitled to a payment for all accrued but unused vacation upon Executive’s termination of employment for any reason.

5.

Extent of Service.  During the Executives employment under this Agreement, the Executive shall, subject to the direction and supervision of the Board, devote the Executives full time, best efforts and business judgment, skill and knowledge to the advancement of JEGIs and the Employers interests and to the discharge of the Executives duties and responsibilities under this Agreement. Executive shall not engage in any other business activity, except as may be approved by the Board, provided that nothing in this Agreement shall be construed as preventing the Executive from:

(a)

investing Executives assets in any company or other entity in a manner not prohibited by the Confidentiality, Non-Competition and Non-Solicitation Agreement entered into by Executive with JEGI and the Employer in such form or manner as shall not require any material activities on the

3


Executives part in connection with the operations or affairs of the companies or other entities in which such investments are made and that such interests or investments cannot be perceived to conflict with his duties and obligations to JEGI and the Employer or an Affiliate;

(b)

making passive portfolio investments in shares of a corporation listed on a stock exchange or over the counter market which do not exceed 5% of the issued and outstanding shares of such corporation;

(c)

engaging in religious, charitable or other community or non-profit activities that do not impair Executives ability to fulfill the Executives duties and responsibilities under this Agreement; or,

(d)

making investments in securities of JEGI.

6.

Termination for Cause.  Notwithstanding the foregoing, your employment may be terminated by Employer immediately, upon the occurrence of any act or event by Executive constituting Good Cause.  Good Cause is defined as the occurrence of any of the following events:

(a)

Executives conviction (or pleading of guilty or no contest) regarding any felony (other than traffic offenses) or any misdemeanor involving theft, fraud or moral turpitude under the laws of any state or of the United States or any province of Canada.

(b)

The Employer determines in good faith, after reasonable investigation and evaluation of the merits of any claim, that Executive has intentionally and knowingly violated the Companys anti-discrimination/anti-harassment policy or anti-corruption policy.

(c)

Executive willfully or habitually neglects his duties or the Employer determines Executive is guilty of willful misconduct or gross negligence in the performance of his duties.

(d)

Upon Executives breach of any material provision of this Agreement.

(e)

Executive becomes employed (in any capacity) by any competitor of the Company.

(f)

If Executive dies while employed by Employer.

(g)

If Executive is absent and unable to perform the essential functions of Executives job with or without reasonable accommodation as a result of a physical or mental disability or infirmity, and, within sixty (60) days after written notice is provided to him by the Employer, he will not have returned to the full-time performance of his duties or upon Executives receipt of long term disability benefits, Executives employment under this Agreement will be deemed terminated by the Employer for disability.  During any period prior to such termination during which Executive is absent from the full-time performance of his duties with the Employer due to disability, Executive will be entitled to compensation and benefits as provided by the Companys policies and procedures applicable to all similarly situated employees.

With respect to Subsections (c) and (d) above, Executive will first receive written notice from Employer setting forth the basis for Good Cause and twenty (20) business days opportunity to cure (if such item is

4


curable) and Executive may be subject to termination then only if the identified Good Cause is not cured to the reasonable satisfaction of the Company.

In the event of a termination under this Section 6(a) to and including (e), Employer will pay only the portion of Base Salary or previously achieved and approved STPB or LT Bonus yet unpaid as of the termination date.

7.

Termination without Cause.

(a)

Employer.

(i)

Employer may terminate Executives employment at any time without Cause.

(ii)

In the event of a termination under Section 7(a)(i), Executive will be entitled to:

1.

Earned and accrued Base Salary through the date of termination;

2.

A cash amount equal to one (1) year’s Base Salary; and

3.

To the extent not already received, a pro-rated STPB as of the termination date;

(A)

If the fiscal year is in progress at the termination date, the STPB will be calculated and payable based on the average of the STPB achieved and/or paid to Executive in the two (2) years prior to the termination date, and pro-rated for the fiscal year in progress.  If no such STPB has been achieved in the two (2) years prior to the termination date, the Employer will pay the STPB pro-rated for the fiscal year in progress, provided the associated targets have met the quarterly budgeted target levels as of the termination date.

(B)

If the applicable fiscal quarter or fiscal year is completed at the termination date, the STPB will be calculated and payable in accordance with Section 4(b).

(iii)

All payments identified will be made in a lump sum less appropriate withholding and deductions in accordance with the Employers normal payroll process or otherwise in accordance with applicable law and the terms of this Agreement.

(iv)

All payments identified in Section 7(a)(ii)(2) will be made in cash, less appropriate withholding and deductions, as soon as practicable following sixty (60) days of the termination date, provided that during such period, the Executive executed and returned a release and waiver agreement in a form acceptable to the Employer and did not exercise any right to revoke such release and waiver agreement.

(b)

Executive.

(i)

Executive may voluntarily terminate his employment and resign at any time provided he gives JEGI and the Employer sixty (60) days prior written notice, which notice period may be waived by JEGI and the Employer (in which case such resignation will be effective as of the date stipulated in such waiver).  In the event of a termination by Executive under this Section

5


7(b)(i), the Employer will pay only the portion of Base Salary or previously awarded bonus unpaid as of the termination date.

(ii)

Executive may terminate his employment for Good Reason.  Upon a termination for Good Reason, the terms of Section 7(a)(i)-(iv) shall apply.

8.

Change of Control.

(a)

If the employment of Executive is terminated by Employer without Cause (see Section 7(a)(i)) or if Executive resigns for Good Reason (see Section 7(b)(ii)), in each case, within six (6) months prior to or within twenty-four (24) months following a Change of Control (the Change of Control Termination), Executive will be entitled to:

(i)

Accrued Base Salary through the date of termination;

(ii)

Any STPB or LT Bonus earned as of the date of termination but which is unpaid as of the date of termination;

(iii)

payment in the amount of 1.5 times Executives Base Salary for one year;

(iv)

payment of 1.5 times the maximum of the Executives Short-Term Discretionary Performance Bonus opportunity in the year of termination, not to exceed a maximum of 1.5 times Executives Base Salary; and,

(v)

the continuation of the medical insurance plan or payment of the associated costs for the medical insurance plan provided for the Executive as of the date of the Change of Control Termination for a period of twenty-four (24) months following a Change of Control.

(b)

In the event of a Change of Control Termination, the Executive is not entitled to receive the payments identified in Section 7(a)(ii) in addition to those payments identified above at Section 8(b).

(c)

The payments identified above at Section 8(b)(i)-(ii) will be made in a lump sum less appropriate withholding and deductions in accordance with the Employers normal payroll process or otherwise in accordance with applicable law.

(d)

Provided Executive executes and returns a release and waiver agreement in a form acceptable to the Employer and does not exercise any right to revoke such release and waiver agreement, all payments identified in Sections 8(b) will be made in cash, less appropriate withholding and deductions, as soon as practicable within sixty (60) days of the termination date if Executive is terminated without Cause or resigns for Good Reason within twenty-four (24) months following a Change of Control or within sixty (60) days of the Change of Control if Executive is terminated without Cause or resigns for Good Reason within six (6) months prior to a Change of Control.

9.

Protection of the Employer Business. Executive recognizes that the Employer is engaged in a competitive business. Executive agrees to keep the Employer’s business confidential. Executive acknowledges that the Employer is entitled to all available protection from disclosures under law, and that the Employer insists upon it as a condition

6


of Executive’s employment or continued employment. Executive will occupy a position of trust and confidence with the Employer.  Executive agrees to sign the attached Confidentiality, Non-Competition and Non-Solicitation Agreement and return with this Agreement.  See Exhibit B.

10.

Ownership of Employer Property and Assignment of Rights.  Executive acknowledges and agrees that any and all tangible and intangible property (such tangible and intangible property described in this Section is herein referred to as “Employer Property”), including, without limitation, know-how, ideas, processes, compounds, compositions of matter, methodologies, concepts, research, innovations, designs, inventions, discoveries, creations, devices, improvements, technology, materials, documents, drawings, charts, formulae, compilations of information, software, hardware and specifications, and any other industrial or intellectual property (some or all of which property may be protected by patents, copyrights, trade secrets, trademarks, industrial designs or mask works), that is or was conceived of, created, developed or reduced to practice during the Executive’s time spent as an employee with Employer or in contemplation of the Executive engagement as an employee Employer, regardless of whether from a date prior to the Effective Date or after the Effective Date, and which:

(i)

relates to the business of Employer and any Affiliate;

(ii)

results from any work performed by Executive for Employer or Affiliate; or

(iii)

is created or made using any equipment, supplies, facilities, funds, resources or Confidential Information of Employer;

is and shall, along with all industrial and intellectual property rights therein, remain exclusively the property of Employer, and Executive irrevocably relinquishes and forever forgoes any claims either past or future, against or in relation to Employer Property that the Executive may have.  Executive agrees to make full disclosure to Employer of any and all Employer Property and shall, in connection with such disclosure, provide to Employer written documentation fully describing such Employer Property promptly after its conception, creation, development or reduction to practice.

With respect to all Employer Property that may not be the property of Employer as of statutory or other legal right, including, without limitation, by way of determination of a court or other authority, Executive covenants and agrees to transfer, convey and assign, and does hereby expressly transfer, convey and assign to Employer, irrevocably and unconditionally, any and all right, title and interest in and to such Employer Property, including all industrial and intellectual property rights therein, throughout the world, as such Employer Property is conceived of, created, developed or reduced to practice by Executive.  Executive shall assist Employer in every possible way, at Employer’s expense, to secure, maintain and defend for the Employer’s benefit all copyrights, patent rights, mask work rights, trade secret rights and other proprietary rights in and to any Employer Property.

11.

Resignation from Officer Positions. The termination of Executives employment with the Employer for any reason will constitute Executives resignation from any director, officer or employee position Executive has with the Employer and all fiduciary positions, if any, (including as a trustee) Executive holds with respect to any employee benefit plans or trusts established by the Company. Executive agrees that this Agreement will serve as written notice of resignation in this circumstance.

7


12.

Office Policies and Practices.  The Employer may, from time to time, establish office policies and practices through office manuals, policy statements, memoranda or other communications.  These policies and practices are subject to change and do not constitute contractual rights or obligations.

13.

Applicable Law, Selection of Forum and Venue.

(a)

This Agreement and the rights and obligations of the Parties will be construed and governed by the laws of the State of Texas; provided, however, that the normal rule of construction against the drafter will not be employed.  The Parties agree that the exclusive forum, jurisdiction and venue of any action arising out of this Agreement will be the state or federal courts of Houston, Texas.  Executive hereby waives any and all rights he may have to bring any action arising out of or related to the terms of this Agreement (including any claims related to its formation) in any venue other than as stated above.

(b)

As a condition of employment by the Employer, Executive voluntarily and knowingly waives any rights he may have to a trial by jury in any court action relating to or concerning the Employer and its employees and agrees that this dispute will be adjudicated by the appropriate state or federal judge having competent jurisdiction over the dispute.  This waiver does not forego any substantive rights the Employer or Executive may have.  This voluntary and knowing jury trial waiver includes, but is not limited to, any disputes, claims, or controversies relating to or concerning this Agreement or Executives employment with the Company.

THUS, BY EXECUTION OF THIS AGREEMENT, EXECUTIVE VOLUNTARILY AND KNOWINGLY WAIVES ANY RIGHTS HE MAY HAVE TO A TRIAL BY JURY IN ANY COURT ACTION REGARDING ALL DISPUTES, CLAIMS, OR CONTROVERSIES CONCERNING THIS AGREEMENT OR EXECUTIVES EMPLOYMENT WITH THE COMPANY.

(c)

In the event that any court of competent jurisdiction refuses to enforce the foregoing jury waiver provision set forth above, the Parties alternatively agree to submit all disputes, claims or controversies relating to or concerning this Agreement or Executives employment with the Employer to binding arbitration.  Subject to the terms and any exceptions provided in this Agreement, the Parties each waive their right to a jury trial and waive the right to adjudicate their disputes under this Agreement outside the arbitration forum provided for in this Agreement.

(i)

The arbitration will proceed before a single arbitrator under the auspices of the American Arbitration Association (AAA) and will be conducted in accordance with the AAA Employment Arbitration Rules (AAA Rules).  The AAA Rules may be found at www.adr.org or by searching for AAA Employment Arbitration Rules using a service such as www.Google.com.  Unless the Parties mutually agree otherwise, the Arbitrator will be either an attorney licensed to practice law in the state in which the arbitration is convened, or a former judge from any jurisdiction. The AAA will give each Party a list of nine (9) arbitrators drawn from its panel of arbitrators.  Ten (10) days after AAAs transmission of the list of neutrals, AAA will convene a telephone conference and the Parties will strike names alternately from the list of common names until only one remains.  The Party who strikes first will be determined by a coin toss.  That person will be designated as the Arbitrator.  If for any reason, the individual selected cannot serve, AAA will issue another list of nine (9) arbitrators and repeat the alternate striking selection process. If for any reason the AAA will not administer the arbitration, either Party may apply to a court of competent jurisdiction with

8


authority over the location where the arbitration will be conducted to appoint a neutral arbitrator.

(ii)

To initiate arbitration, a Party must make a written Request for Arbitration and deliver it to the other Party by hand or mail no later than the expiration of the statute of limitations that applicable law prescribes for the claim.  The Request for Arbitration will identify the claims asserted, the factual basis for the claim(s), and the relief and/or remedy sought. The Arbitrator will resolve all disputes regarding the timeliness or propriety of the Request for Arbitration and apply the statute of limitations that would have applied if the claim(s) had been brought in court.

(iii)

The Arbitrator may award any remedy to which a Party is entitled under applicable law, but remedies will be limited to those that would have been available in a court of law to a Party in their individual capacity for the claims presented to the Arbitrator, and no remedies that otherwise would be available to an individual under applicable law will be forfeited.  The Parties will be entitled to adequate discovery. At least thirty (30) days before the final hearing, the Parties must exchange a list of witnesses, excerpts of depositions to be introduced, and copies of all exhibits to be used.

(iv)

The location of the arbitration proceeding will be no more than forty-five (45) miles from the place where Executive was last employed/assigned with the Company, unless Executive and the Employer agree in writing otherwise.  The Arbitrator has the authority to hear and rule on pre-hearing disputes.  The Arbitrator will have the authority to hear and decide a motion to dismiss and/or a motion for summary judgment by any Party, consistent with Rule 12 or Rule 56 of the Federal Rules of Civil Procedure. The Arbitrator will issue a written decision or award, stating the essential findings of fact and conclusions of law.  A court of competent jurisdiction will have the authority to enter judgment upon the Arbitrators decision/award.

(v)

The Party that initiates the arbitration will pay a filing fee as required by the organization through which the arbitration is conducted.  Executive may request a waiver of the filing fee if he cannot afford it.  This request must be made at the same time Executive first initiates his claim.  In such a case, Executive will not be required to pay the filing fee until the Arbitrator decides whether the fee will be waived.  If the filing fee is required to be paid in advance of this decision, the Employer will make this payment pending the determination of whether Executive will be required to pay it.

(vi)

The Employer will pay the Arbitrators and arbitration fees and costs.  Each Party will pay for its own costs and attorneys fees, if any.  However, if any Party prevails on a claim which under applicable law affords the prevailing party attorneys fees, the Arbitrator may award reasonable fees to the prevailing party as provided by law.

(vii)In the event the law (including the common law) of the jurisdiction in which the arbitration is held requires a different allocation of arbitral fees and costs in order for this Arbitration Agreement to be enforceable, then such law will be followed.

(viii)Notwithstanding Section 13(a), the Employer and Executive expressly agree and stipulate that the Federal Arbitration Act (9 U.S.C. § 1 et seq.) will apply to any arbitration under or related to this Agreement, which evidences a transaction involving commerce.

9


14.

Injunctions.  Because JEGI and the Employer may not have an adequate remedy at law to protect its interest in its trade secrets, privileged, proprietary or Confidential Information (as defined in the Confidentiality, Non-Competition and Non-Solicitation Agreement entered by Executive attached at Exhibit B) and similar commercial assets, as the sole exception to the exclusive and binding nature of the arbitration forum selection commitment set forth in Section 13(c) above and as applicable, Executive and the Employer agree that the Employer will have the right to initiate an action in a court of competent jurisdiction in order to request temporary, preliminary and permanent injunctive or other appropriate equitable relief to prevent Executive from violating, or cause Executive or others to cease from violating, or to observe the agreements in Sections 9 and 10, above and the further agreement of Executive to the obligations in the Confidentiality, Non-Competition and Non-Solicitation Agreement, pertaining to the protection of the Companys business without the necessity of proving inadequacy of legal remedies or irreparable harm.  Executive further agrees that in the event that the Employer seeks injunctive relief based on Executives employment or this Agreement, bond in the amount of $1,000.00 will be adequate security for such injunctive relief.

15.

Notices.  Any notices required or permitted to be given under this Agreement will be sufficient if in writing and (i) delivered in person during normal business hours on a business day and, if to JEGI or the Employer, left with a receptionist or other responsible employee of the relevant Party or other responsible individual at the applicable addresses set forth below; (ii) if sent by Certified Mail or overnight delivery to Executive at the last address on record with the Employer as provided by Executive or at the address listed below for the Employer; or (iii) if sent by email, at the last email on record with the Employer as provided by Executive or at the email address listed below for the Employer:

to Employer:

Just Energy (U.S.) Corp.

5251 Westheimer Road, Suite 1000

Houston, Texas 77056

Attention: General Counsel

Email: legal@justenergy.com

to JEGI:

Just Energy Group Inc.

First Canadian Place

100 King Street West, Suite 2630

Toronto, Ontario M5X 1E1

Attention: General Counsel

Email: legal@justenergy.com

or such other address as either Party will give to the other in writing for this purpose.  Each notice sent in accordance with this Section shall be deemed to have been received (x) on the day it was delivered; (y) on the fifth business day after it was mailed (excluding each business day during which there existed any general interruption of postal services due to strike, lockout or other cause); or (z) on the same day that it was sent by email, or on the first business day thereafter if the day on which it was sent by email was not a business day or the email was sent after 5 p.m. CST.

16.

Severability. In the event that any provision, covenant, section, subsection, paragraph, or any portion of this Agreement is held by any court, arbitrator or other tribunal to be illegal, invalid or unenforceable,

10


either in whole or in part, the legality, validity or enforceability of the remaining provisions, covenants, sections, subsections, paragraphs, or portions will not be affected, and each such provision, covenant, section, subsection, paragraph, or any portion will remain valid and enforceable to the fullest extent permitted by law.

17.

Compliance with Code Section 409A.

(a)

This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all Treasury Regulations and guidance promulgated thereunder (Code Section 409A) and to the maximum extent permitted the Agreement shall be limited, construed and interpreted in accordance with such intent.  The Employer shall have no liability to Executive if this Agreement or any amounts paid or payable hereunder are subject to Code Section 409A or the additional tax thereunder.

(b)

To the extent that reimbursements or other in-kind benefits under this Agreement constitute nonqualified deferred compensation for purposes of Code Section 409A, (i) all reimbursement of expenses hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits to be provided, in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(c)

For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment.

(d)

Notwithstanding any provisions to the contrary in this Agreement, if Executive is deemed on the date of termination to be a specified executive within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is not exempt from Code Section 409A, such payment or benefit shall not be made or provided prior to the earliest of (i) the expiration of six (6) month period measured from the date of Executives separation from service (as such term is defined under Code Section 409A), (B) the date of Executives death, or (C) the expiration of such other period as may be required to comply with regulations and/or guidance issued under Code Section 409A (the Delay Period).  Upon expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in absence of such delay) shall be reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

18.

Section 280G Net Better Provision.

(a)

Modified Section 280G Cutback.  In the event that any of the payments or benefits described in this Agreement when added to all other amounts or benefits provided to or on behalf or for the benefit of the Executive by the Company (Covered Payments) would constitute parachute payments (Parachute Payments) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the Code) and would be subject to the excise tax imposed under Code Section 4999

11


(or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively the Excise Tax), then such Covered Payments shall be either (i) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Executive from the Company will be $1.00 less than three (3) times the Executives base amount (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever of (i) or (ii) that produces the better net after-tax position to the Executive (taking into account any applicable excise tax under Section 4999  of the Code and any other applicable taxes).  If the Covered Payments are to be reduced according to Section 18 (a)(i) (see preceding sentence), then the reduction shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order.

(b)

Determining the Impact.

(i)

An initial determination on whether (1) any of the Parachute Payments received by the Executive in connection with the occurrence of a change in ownership or control of the Company or in the ownership of a substantial amount from the assets of the Company shall be subject to the Excise Tax, and (2) the amount of any applicable reduction that may be required pursuant to Section 18(a) shall be made by an accounting, consulting or specialty firm selected by the Company (the Firm) prior to the consummation of such change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company.  The Executive shall be provided with notice of all determinations made as to the Excise Tax payable with respect to the Executives Parachute Payments, together with the calculations of the Firm, within a reasonable, prompt time after such determination and calculations are received by the Company but prior to the consummation of such change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company.

(ii)

For the purposes of this Section of the Agreement, (1) no portion of the Parachute Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of the payment of the Parachute Payments shall be taken into account; (2) no portion of the Parachute Payments shall be taken into account which in the opinion of the Firm does not constitute a parachute payment within the meaning of Code Section 280G(b)(2) and the Firm shall be required to value any restrictive covenants (including without limitation, any covenants not to compete with the Company or solicit employees or customers of the Company) in forming such opinion; (3) the Parachute Payments shall only be reduced to the extent necessary so that the Parachute Payment (other than those portions referred to in the immediately preceding clause (1) and (2)) in their entirety constitute reasonable compensation for services rendered within the meaning of Code Section 280G(b)(4) or are otherwise not subject to disallowance as deductions, in the opinion of the auditor or tax counsel of the Firm; and (4) the value of any non-cash benefit or any deferred payment or benefit included in the Parachute Payments shall be determined by the Companys independent auditors based on Code Sections 280G and 4999 and the regulations for applying those Code sections, or on substantial authority within the meaning of Code Section 6222.

(iii)

The Executive shall not be required to mitigate the amount of any payment provided for in this Section 18 by seeking other employment.  Unless otherwise agreed to in writing, the amount of

12


payment or the benefit provided for in this Agreement shall not be reduced by the compensation earned by the Executive as the result of employment by another employer or by reason of the Executives receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

(iv)

It is possible that after determinations and selections made under this Section 18, the Executive will receive an amount that is either more or less than the limitation provided above (referred to as an Excess Payment” or an “Underpayment”).  If it is established, through a final determination of a court or a United States Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall refund the Excess Payment to the Company promptly on demand, together with an additional payment in an amount equal to the product obtained by multiplying the Excess Payment times the rate that is 120% of the applicable annual federal rate (as determined in and under Section 1274(d) of the Code) times a fraction whose numerator is the number of days elapsed from the date of the Executive’s receipt of such Excess Payments through the date of such refund and whose denominator is 365.  In the event that it is determined by a court of competent jurisdiction, or by an independent auditor upon request by the Executive or by the Company, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination together with an additional payment in the amount equal to the product obtained by multiplying the Underpayment times the rate that is 120% of the applicable annual federal rate (as determined under Section 1274(d) of the Code times a fraction whose numerator is the number of days elapsed from the date of the Underpayment through the date of such payment and whose denominator is 365.

(v)

The Company and the Executive shall cooperate in good faith to review, consider, consider and pursue reasonable and customary mitigation strategies to avoid the imposition of the Excise Tax on any amounts due to the Executive under this Agreement or otherwise under employment with the Company.

19.

Miscellaneous.   The Parties also agree:

(a)

This Agreement and its performance may not be delegated by Executive to anyone else.  Executive understands and acknowledges that this Agreement may be assigned by the Employer to any successor in interest to JEGI or the Employer, as applicable by operation of law or otherwise, or to an Affiliate of the Employer, as applicable, without the prior consent of the Executive in the event that the Employer, as applicable undergoes a reorganization, consolidates with or merges into any other corporation, partnership, organization or other entity, or transfers all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall inure to the benefit of and be binding upon the Employer, as applicable, and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

(b)

In any legal action arising out of this Agreement, the prevailing Party will be entitled to reasonable attorneys fees and costs, in addition to any other relief granted.

(c)

A waiver of any breach of this Agreement will not be a waiver of any subsequent breach, nor modify this Agreement.  This Agreement may be amended or modified by, and only by, a written instrument executed by both JEGI, the Employer and Executive.  No waiver of any term or

13


provision of this Agreement will be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced.

(d)

This Agreement embodies the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings, whether oral or written.  Executive agrees that no verbal or other statement, inducement or representation relied upon by Executive for the execution of this Agreement has been made to Executive which is not contained in this Agreement.

(e)

This Agreement has been negotiated by the Parties, each having had the opportunity to be represented by counsel of its choice, and no provision will be construed against any Party by reason of that Party being considered to be the drafter of such provision.  Executive represents that he has read this Agreement carefully and understands this Agreement or has relied exclusively on his counsel for an understanding of the terms and conditions.

(f)

Sections 6, 7, 8, 10, 11, 13, 14, 15, 16, 17 and 18 will survive termination of this Agreement.

(g)

This Agreement may be executed in multiple copies, each of which will be considered a true and original copy.

The Parties have executed this Agreement as of the Effective Date of September __, 2020.

JUST ENERGY GROUP INC.

By:

Name:

Title:

Director and Chair of the Compensation, Human Resources, Environmental and Health and Safety Committee

JUST ENERGY (U.S.) CORP.

By:

Name:

Scott Gahn

Title:

Chief Executive Officer

14


EXECUTIVE:

By:

Name:  Michael Carter

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SCHEDULE A

DEFINITIONS

For purposes of this Agreement, unless otherwise defined herein, Capitalized Terms shall have the following meanings:

“Acquiror” means any individual, partnership, firm, corporation, association, fund, unincorporated organization or other entity, or any syndicate or group acting or presumed to be acting jointly or in concert excluding JEGI and any of its Affiliates.

Affiliate has the meaning ascribed to it in the Canada Corporations Business Act as amended from time to time.

Board means the board of directors of Just Energy Group Inc.

Change of Control” means any transaction or series of transactions (regardless of form, the nature of the transaction consideration or how effected) whereby, directly or indirectly and whether acting alone or with other parties, any Acquiror: (i) acquires beneficial voting or economic control of JEGI or all or substantially all of JEGI’s businesses, operations or assets, (ii) acquires, merges or otherwise combines with all or substantially all of JEGI’s businesses, operations or assets, (iii) forms a joint venture, partnership, collaboration or other form of joint undertaking involving all or substantially all of JEGI’s businesses, operations or assets, or (iv) effects any other extraordinary corporate transaction or series of transactions that has the effect of conveying or transferring to any Acquiror, directly or indirectly and whether acting alone or with other parties, beneficial voting or economic control of JEGI or all or substantially all of JEGI’s businesses, operations or assets; provided that the proceedings commenced by JEGI in July 2020 under section 192 of the Canada Business Corporations Act before the Ontario Superior Court of Justice (Commercial), does not constitute a Change of Control.

·

All or substantially all of JEGI’s businesses, operations or assets” means fifty percent (50%) or more of the net book value of JEGI on a consolidated basis determined as of the date of the audited consolidated financial statements of JEGI then most recently published.

·

Beneficial voting or economic control of JEGI” means fifty percent (50%) or more of the outstanding Shares.

Good Reason means the occurrence of any of the following events without the written consent of the Executive: (i) a material reduction by Employer in the Executives Base Salary; (ii) the taking of any action by the Employer which would, in the aggregate, materially adversely affect the Executives incentive compensation opportunity or benefits; (iii) any breach by the Employer of any of its material obligations contained in this Agreement which remains uncured for more than thirty (30) days after the Executive provides written notice of the breach to the Employer, provided the Executive notified the Employer of the existence of the breach within ninety (90) days of the initial instance constituting a breach of a material obligation; (iv) relocation of the Executives primary place of work by more than 75 miles; (v) a material adverse change of the Executives responsibilities, status or reporting relationships, which specifically includes a change from a CFO role for a publicly-traded entity to a CFO role for a non-publicly-traded subsidiary of a publicly-traded entity; or (vi) a material diminution in the budget over which the Executive has authority, provided (i) through (vi) are interpreted in a manner that is consistent with the Safe Harbor reasons found in U.S. Treasury Regulation 1.409A-1(n)(2)(ii).

“JEGI” means Just Energy Group Inc.

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Exhibit A

Incentive Compensation

I.

Short-Term Discretionary Performance Bonus.

(a)

The fiscal year of JEGI runs from April 1 through March 31.

(b)

For each full fiscal year of JEGI, Executive will be entitled to a short-term discretionary performance bonus payment of up to 100% or more as approved by the Board (100% being the target amount) of Executives Base Salary (the STPB) payable in cash.

(c)

The Board will determine the corporate targets applicable to the STPB each fiscal year and provide written notice to Executive of these corporate targets within thirty (30) days after determination.

(d)

After the close of the applicable fiscal quarter or fiscal year, the Board will consider whether the applicable corporate targets are achieved and will have the absolute discretion to determine whether a STPB will be paid, provided that any approved STPB shall be paid no later than 60 days following the date that the STPB is approved by the Board, subject to Executives continued employment through the end of the applicable fiscal quarter or fiscal year, except as otherwise provided in the Agreement.

(e)

See Exhibit A-1 for the terms of the STPB for fiscal year 2021.

II.

Long-Term Discretionary Incentive Bonus.

(a)

Executive shall be entitled to a long-term discretionary incentive bonus payment of up to 100% or more as approved by the Board (100% being the target amount) of Executive’s Base Salary (the “LT Bonus”) for each fiscal year of JEGI

(b)

The Board will determine the corporate targets applicable to the LT Bonus each fiscal year and provide written notice to Executive of these corporate targets within thirty (30) days after determination and approval.

(c)

After the close of the fiscal year, the Board will consider whether the applicable corporate targets are achieved and will have the absolute discretion to determine whether a LT Bonus will be awarded, subject further to Executives continued employment through the end of the applicable fiscal year except as otherwise provided in the Agreement.

(d)

The terms and corporate targets for LT Bonus for fiscal year 2021 will be determined by the Board in fall 2020 and supplemented to this Agreement.

III.

Board Determinations.

All determinations with respect to the STPB and LT Bonus, including without limitation, the amount, if any, that is payable to Executive for each fiscal year, will be made by the Compensation Committee and the Board, in good faith, and in compliance with the Agreement and Exhibit A and will be binding on the Executive and the Company.

17


Exhibit A-1

STPB Terms

For fiscal year 2021 (“FY2021”), the STPB approved by the Board includes the following:

·

The STPB is based on the achievement of Base EBITDA targets approved by the Board.

·

For fiscal quarters 1, 2 and 3, Executive is eligible to receive a payment of up to 12.5% of his or her Base Salary times (Base EBITDA Achieved-Quarterly Base EBITDA Target/Quarterly Bonus Cap) for each of Q1, Q2 and Q3.

o

Base EBITDA” retains the definition provided for in the Management and Discussion Analysis of JEGI.

o

The quarterly Base EBITDA targets approved by the Board for the STPB include:

o

Q1: $32M Executive not Eligible

o

Q2: $27M   Executive not Eligible

o

Q3: $42M

o

Q4: $49M

o

The Quarterly Bonus Cap for Eligible Executives is 12.5% of the maximum annual short-term bonus potential of all executives eligible for the terms of this STPB plan.

·

After the close of Q4, Executive is eligible to receive an Annual Incentive Bonus in the amount of his or her Base Salary (pro-rated for Executive from Start Date) times a Bonus Factor less any payments received in Q1, Q2 and Q3, for Executive.  See Bonus Factor Table below.

Graphic

·

The annual payment can never be less than zero.

·

Any quarterly or annual payment approved by the Board would be made in cash, subject to applicable taxes and deductions, within 60 days, or as close as possible, following the release of the financial results for each fiscal quarter.

18


Exhibit B

Confidentiality, Non-Competition and Non-Solicitation Agreement

This Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”) is entered as of the Effective Date indicated below, between Just Energy (U.S.) Corp., a Delaware corporation (the “Company”), and the Executive, whose name is indicated below.  At times, the Company and Executive may be referred to individually as a “Party” or collectively as the “Parties.”

In consideration of the mutual promises and covenants made in this Agreement, the Parties agree as follows:

I.

Restrictive Covenants

(a)

Confidentiality.  During his employment, the Company continues to provide Executive with Confidential Information.  Executive agrees that he will keep secret and retain in strictest confidence, and will not furnish, make available or disclose to any third party or use for the benefit of himself or any third party, any Confidential Information.

i.

For purposes of this Agreement, “Confidential Information” means any data or information, whether or not in writing, that is valuable to the Company or an affiliate, and is not generally known by the public.  Confidential Information includes, but is not limited to: (i) information about the business practices and customers of the Company or an affiliate (including, but not limited to, mailing lists, customer lists and records), business strategies, marketing plans, the type and volume of the business of the Company, personnel information, price lists, pricing policies, pricing information, and (ii) confidential information related to the Company’s business and operations, such information having been disclosed or otherwise made available to the Executive during his employment.

ii.

Nothing contained in this Agreement precludes any individual from communicating with any government agency, including the Securities and Exchange Commission.

(b)

Covenant not to Compete.  Ancillary to the promises set forth in this Agreement, Executive agrees that, during his employment and for a period of one (1) year after Executive ceases to be an officer of the Company or an affiliate or employed by the Company for any reason, the Executive will not directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of any person or entity engage, have any involvement, in any business entity or venture whose business competes with the “business of the Company”.  For the purposes of this Section, the “business of the Company” means any business of the Company or an affiliate which relates to the marketing and sale of (i) natural gas and electricity; (ii) renewable energy certificates; (iii) renewable energy attributes; (iv) carbon offsets; or (v) energy management, control or related products to residential, commercial and industrial users in the states of the United States and the provinces of Canada or any other jurisdiction as have taken place at the Company or an affiliate during Executive’s employment or appointment.  For purposes of clarity, the business of the Company does not include entities that are the parent company or are regulated utilities, owners and operators of generation assets or entities engaged in wholesale transactions.  This clarification is not intended to permit the Executive to take employment with third parties who are direct competitors of the Employer (including but not limited to TXU Energy, Reliant Energy and Constellation Energy) in violation of this covenant.

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(c)

Covenant not to Hire or Solicit Executives to Leave Employment.  Ancillary to the promises set forth in this Agreement, Executive agrees that, during his employment and for a period of one (1) year after Executive ceases to be an officer of the Company or an affiliate or employed by the Company for any reason, Executive agrees that he will not directly or indirectly hire, solicit, induce or cause any of the employees of the Company or an affiliate to leave the employ of the Company or an affiliate for any reason, including, without limitation, to work for Executive or any other company which is competitive with the business of the Company or an affiliate, or otherwise be directly or indirectly involved in hiring a person away from the Company or an affiliate.

(d)

Covenant not to Solicit Vendors, Sales Partners, Independent Sales Agents, Brokers and Customers.  Ancillary to the promises set forth in this Agreement, Executive agrees that, during his employment and for a period of one (1) year after Executive ceases to be an officer of the Company or an affiliate or employed by the Company for any reason, Executive agrees that he will not directly or indirectly solicit, hire, retain or employ any of vendors, sales partners, independent sales agents, brokers or customers of the Company or an affiliate.  Notwithstanding anything contained in this Agreement, nothing will prevent Executive from hiring or soliciting vendors or customers of the Company or an affiliate with respect to matters that are not related to the business of the Company or an affiliate as described in Section (b) above.

(e)

Severability of Covenants.  If any provision of the covenants contained in this Agreement is found invalid, or incapable of being enforced by reason of any law, rule or public policy, all other provisions will, nevertheless, remain in full force and effect, and no provision in this Agreement will be dependent upon any other provision.  Notwithstanding anything to the contrary in this Agreement, if any covenant in this Agreement is found to be invalid or incapable of being enforced for the reason that the duration or scope is unreasonable, then the Parties agree that any court so declaring the covenant unreasonable will rewrite the same so as to change the duration or scope to the maximum time or scope that the court may deem to be reasonable under the circumstances.

(f)

Executive Acknowledgement.  Executive agrees that these covenants of Confidentiality, Non-Competition and Non-Solicitation are reasonable and valid to protect the Company’ goodwill and Confidential Information and do not go beyond what is necessary to protect the interests of the Company and all defenses to the strict enforcement of the covenants are waived by Executive.

(g)

Assignment.  Executive understands and acknowledges that this Agreement may be assigned by the Company to any successor in interest to the Company by operation of law or otherwise, or to an affiliate of the Company, without the prior consent of the Executive in the event that the Company undergoes a reorganization, consolidates with or merges into any other corporation, partnership, organization or other entity, or transfers all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement will inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

(h)

Choice of Law.  This Agreement and the rights and obligations of the Parties will be construed and governed by the laws of the State of Texas; provided, however, that the normal rule of

20


construction against the drafter will not be employed.  The Parties agree that the exclusive forum, jurisdiction and venue of any action arising out of this Agreement will lie in Houston, Texas.  The Executive hereby waives any and all rights he may have to bring any action arising out of or related to the terms of this Agreement (including any claims related to its formation) in any venue other than as stated above.

(i)

Waiver of Jury.  As a condition of employment by the Company, Executive voluntarily and knowingly waives any rights he may have to a trial by jury in any court action relating to or concerning the Company, Executives employment with the Company or this Agreement and Executive agrees that any related dispute will be adjudicated by the appropriate state or federal court judge having competent jurisdiction over the dispute.  This waiver does not forego any substantive rights the Company or Executive may have.  This voluntary and knowing jury trial waiver includes, but is not limited to, any disputes, claims, or controversies relating to or concerning this Agreement or Executives employment with the Company.  THUS, BY EXECUTION OF THIS AGREEMENT, EXECUTIVE VOLUNTARILY AND KNOWINGLY WAIVES ANY RIGHTS HE MAY HAVE TO A TRIAL BY JURY IN ANY COURT ACTION REGARDING ALL DISPUTES, CLAIMS, OR CONTROVERSIES CONCERNING THIS AGREEMENT AND EXECUTIVES EMPLOYMENT WITH THE COMPANY.  In the event that any Court of competent jurisdiction refuses to enforce the foregoing jury waiver provision set forth above, the Parties alternatively agree to submit all disputes, claims or controversies relating to or concerning this Agreement or Executives employment with the Company to binding arbitration.  Subject to the terms and any exceptions provided in this Agreement, the Parties each waive their right to a jury trial and waive the right to adjudicate their disputes under this Agreement outside the arbitration forum provided for in this Agreement.  The arbitration will be administered by a single arbitrator jointly chosen by the Parties, who has been admitted to practice law in Texas for ten (10) years or more and has practiced employment law for the majority of those years.  Further, the arbitrator will conduct the proceedings in accordance with the then-current applicable rules of the American Arbitration Association.  The arbitrator will have the authority to award the same remedies, damages and costs that a court could award.  The arbitrator will issue a reasoned award explaining the decision, the reasons for the decision and any damages awarded.  The arbitrators decision will be final and binding.  The judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.  This provision can be enforced under the Federal Arbitration Act.

(j)

Injunctions.  Because the Company may not have an adequate remedy at law to protect its interest in its trade secrets, privileged, proprietary or Confidential Information and similar commercial assets, as the sole exception to the exclusive and binding nature of the arbitration forum selection commitment set forth in Section (i) above, Executive and the Company agree that the Company will have the right to initiate an action in a court of competent jurisdiction in order to request temporary, preliminary and permanent injunctive or other appropriate equitable relief to prevent Executive from violating, or cause Executive or others to cease from violating, or to observe the Agreement and its terms pertaining to the protection of the Company’s or an affiliate’s business without the necessity of proving inadequacy of legal remedies or irreparable harm.  Executive further agrees that in the event that the Company seeks injunctive relief based on Executive’s employment or this Agreement, bond in the amount of $1,000.00 shall be adequate security for such injunctive relief.

(k)

Amendment.  This Agreement may not be amended, modified or waived except by a separate writing executed by both Parties expressly so amending, modifying or waiving this Agreement.

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(l)

Enforceability.  To the extent Executive has previously entered any agreement with the Company or an affiliate which provides for agreements or covenants to confidentiality, non-competition or non-solicitation, this Agreement governs and supersedes all previous agreements.  If one or more provisions of this Agreement are held to be unenforceable, invalid, or illegal in any respect, such unenforceability, invalidity, or illegality will not affect any other provision of this Agreement, which will be construed as if such unenforceable, invalid or illegal provision had never been a part of the Agreement.

Agreed to as of the Start Date of the Executive.

JUST ENERGY (U.S.) CORP.:

Name:

Scott Gahn

Title:

Chief Executive Officer

Executive:

Michael Carter

22


Exhibit 10.13

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (“Agreement”) is made and entered into by and between Just Energy (U.S.) Corp. (“Employer”) and James Brown (“Executive” or “you”). At times in this Agreement, Employer and Executive may be referred to individually as a “Party” or collectively as the “Parties.”

This Agreement supersedes and replaces the employment agreement entered into between Executive, JEGI and Employer dated July 8, 2020, and as further amended by the Parties.  Capitalized terms not otherwise defined herein, shall have the meanings ascribed in Schedule A attached.

Terms

1.

Employment.   As of the Effective Date, Employer agrees to employ Executive, and Executive hereby accepts such employment, upon and subject to the terms and conditions set forth in this Agreement.   You will be assigned to the corporate office located at 5251 Westheimer Road, Suite 1000, Houston, Texas 77056. Due to COVID-19, all employees are currently in a work from home state.

2.

Position and Duties.

(a)

As of the Effective Date, Executive will be employed as the Chief Commercial Officer (“CCO”) of Employer and will serve as CCO of the Employer and its Affiliates (collectively the “Company”) and will report directly to the Chief Executive Officer (“CEO”) of Employer or as otherwise directed by the Company.

(b)

Executive will devote full time and attention to the position of CCO for the Company with oversight and supervision for supply, trading, load forecasting, structuring and costing, gross margin analytics, pricing and product management, acquisition and renewal teams to ensure outcomes which support the goals of the Company and all affiliates and will be further responsible for the following:

·

Faithfully, honestly and diligently serving the Company with a view to the best interests of the Company and the exercise of the level of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

·

Assisting the CEO and the executive management team in formulating the Companys strategy and tactical initiatives.

·

Working collaboratively with all necessary internal departments and divisions of the Company as necessary to execute the responsibilities of the CCO.

·

Providing timely and meaningful reporting as required by the CEO.

·

Performing other responsibilities that would customarily be performed within the scope of the COO position or as may be directed by the CCO.

·

Delivery of overall gross margin for the Company and the expansion of the Companys embedded gross margin.

·

Achievement of commodity product development and product profitability.

1


·

Management of return-based evaluation of marketing dollars deployed for both commercial and residential business segments.

·

Impact the growth of the customer-driven business through feedback and participation in business development. Provide broad contributions to Just Energys financial and risk management strategies.

·

Oversight of the development of the tools and processes within trading, fundamentals, and structuring required to support the business.

·

Full profit and loss for Hudsons commercial business.

·

Development and implementation of the Companys commercial commodity business strategy, plan, targets and budgets.

·

Establishment and achievement of sales targets for the Hudson broker and independent contract sales channels.

·

Establishment of commission plans for the Hudson sales team aligned with profitability of the Company.

·

For all relationships with suppliers with an emphasis on optimizing relationships with suppliers in the Companys inter-creditor group.

·

Management of the energy supply function for the Company, including load forecasting.

·

Providing critical input on origination, pricing, and management of power and natural gas deals with the trading and structuring teams.

·

Leading the natural gas and power trading teams to develop cash efficient strategies that yield the best risk-adjusted return on resources utilized, including the management of liquidity and counterparty credit exposure.

·

Successful management of the performance of the supply, trading and load forecasting teams.

·

Development of team members of the supply, trading, load forecasting and structuring teams.

·

Management of the trading book profit and loss and management of the retail supply profit and loss.

·

Successful management of the structuring and costing, gross margin analytics, pricing and product management, acquisition and renewal teams.

·

Financial results consistent with established shareholder commitments, including annual results for revenue and earnings.

3.Travel Requirements. Periodic travel throughout Canada and the United States will be required to successfully perform the responsibilities of the Position. You agree that nothing would prevent you from travel on behalf of the Employer.  Any reasonable visa processing as required to enable you to travel to the Employer offices

2


and for any customary travel expenditures per the corporate travel policies will be coordinated and paid for by the Employer.

4.

Compensation.

(a)

Base Salary.  As of the Effective Date, the Employer will pay Executive, in bi-weekly installments, an annual base salary of $500,000 (USD), less applicable withholdings, in accordance with the Employer’s regular and routine payroll practices.  In its sole and absolute discretion, the Employer may increase Executive’s Base Salary and any such increase will be considered the Base Salary for the purposes of this Agreement.

(b)

Short-Term Discretionary Performance Bonus.  For each full fiscal year of Just Energy Group Inc. (“JEGI”) Executive will be entitled to a short-term discretionary performance bonus payment of up to 100% or more as approved by the Board (100% being the target amount) of Executive’s Base Salary (the “STPB”) payable in cash.  Payment of the STPB will depend on JEGI achieving corporate targets as set and approved annually by the Compensation Committee of the Board of Directors (“Committee”) of JEGI and the Board of JEGI.  Following the close of the applicable fiscal quarter or fiscal year, the Board has the sole and absolute discretion to determine if applicable corporate targets have been met and will make all determinations with respect to any STPB in good faith and consistent with the Agreement.  Within thirty (30) days of the Board’s approval, Executive will be notified of the annual fiscal corporate targets approved for determination of the STPB.  See Exhibit A for the corporate targets approved by the Board for the current fiscal year and related details.

(c)

Long-Term Discretionary Incentive Bonus.   Executive shall be entitled to a long-term discretionary incentive bonus payment of up to 100% or more as approved by the Board (100% being the target amount) of Executive’s Base Salary (the “LT Bonus”) for each fiscal year of JEGI based primarily on the attainment of corporate targets determined and approved each fiscal year by the Committee and the Board (the “LTIB Amount”). One hundred percent (100%) of the LTIB Amount, if any, shall be payable in equity of JEGI.  The LTIB Amount is not guaranteed but shall be at the discretion of the Committee and the Board.  See also Exhibit A.

(d)

Regular Benefits.  Executive remains entitled to participate in any employee benefit plans, medical insurance plans, life insurance plans, disability income plans and other benefit plans which Employer may have in effect for employees working in the United States from time to time.

(e)

Expenses. Employer shall reimburse Executive for all reasonable, ordinary and necessary out-of-pocket expenses, including professional dues, if any, incurred by Executive pursuant to Employer policy and in satisfaction of your duties herein, upon delivery of proper receipts and as approved by the Chief Executive Officer or the Chief Financial Officer.

(f)

Vacation.  Executive shall be entitled to a paid vacation of a total of twenty-five (25) days per calendar year, in accordance with the Employer’s established policy for vacations, as the same may be amended from time to time.

5.

Extent of Service.  During the Executive’s employment under this Agreement, the Executive shall, subject to the direction and supervision of the Board, devote the Executive’s full time, best efforts and business judgment, skill and knowledge to the advancement of the Employer’s interests and to the discharge of the Executive’s duties and responsibilities under this Agreement. Executive shall not

3


engage in any other business activity, except as may be approved by the Board, provided that nothing in this Agreement shall be construed as preventing the Executive from:

(a)

investing Executive’s assets in any company or other entity in a manner not prohibited by the Confidentiality, Non-Competition and Non-Solicitation Agreement entered into by Executive with the Employer in such form or manner as shall not require any material activities on the Executive’s part in connection with the operations or affairs of the companies or other entities in which such investments are made and that such interests or investments cannot be perceived to conflict with his duties and obligations to the Employer or an Affiliate;

(b)

making passive portfolio investments in shares of a corporation listed on a stock exchange or over the counter market which do not exceed 5% of the issued and outstanding shares of such corporation;

(c)

engaging in religious, charitable or other community or non-profit activities that do not impair Executive’s ability to fulfill the Executive’s duties and responsibilities under this Agreement; or,

(d)

making investments in securities of JEGI.

6.

Termination for Cause.  Notwithstanding the foregoing, your employment may be terminated by Employer immediately, upon the occurrence of any act or event by Executive constituting Good Cause.  “Good Cause” is defined as the occurrence of any of the following events:

(a)

Executive’s conviction (or pleading of guilty or no contest) regarding any felony (other than traffic offenses) or any misdemeanor involving theft, fraud or moral turpitude under the laws of any state or of the United States or any province of Canada.

(b)

The Employer determines in good faith, after reasonable investigation and evaluation of the merits of any claim, that Executive has intentionally and knowingly violated the Company’s anti-discrimination/anti-harassment policy or anti-corruption policy.

(c)

Executive willfully or habitually neglects his duties or the Employer determines Executive is guilty of willful misconduct or gross negligence in the performance of his duties.

(d)

Upon Executive’s breach of any material provision of this Agreement.

(e)

Executive becomes employed (in any capacity) by any competitor of the Company.

(f)

If Executive dies while employed by Employer.

(g)

If Executive is absent and unable to perform the essential functions of Executive’s job with or without reasonable accommodation as a result of a physical or mental disability or infirmity, and, within sixty (60) days after written notice is provided to him by the Employer, he will not have returned to the full-time performance of his duties or upon Executive’s receipt of long term disability benefits, Executive’s employment under this Agreement will be deemed terminated by the Employer for disability.  During any period prior to such termination during which Executive is absent from the full-time performance of his duties with the Employer due to disability,

4


Executive will be entitled to compensation and benefits as provided by the Company’s policies and procedures applicable to all similarly situated employees.

With respect to Subsections (c) and (d) above, Executive will first receive written notice from Employer setting forth the basis for Good Cause and twenty (20) business days’ opportunity to cure (if such item is curable) and Executive may be subject to termination then only if the identified Good Cause is not cured to the reasonable satisfaction of the Company.

In the event of a termination under this Section 6(a) to and including (e), Employer will pay only the portion of Base Salary or previously achieved and approved STPB or LT Bonus yet unpaid as of the termination date.

7.

Termination without Cause.

(a)

Employer.

(i)

Employer may terminate Executives employment at any time without Cause.

(ii)

In the event of a termination under Section 7(a)(i), Executive will be entitled to:

1.

Earned and accrued Base Salary through the date of termination;

2.

A cash amount equal to one (1) year’s Base Salary; and

3.

To the extent not already received, a pro-rated STPB as of the termination date;

(A)

If the fiscal year is in progress at the termination date, the STPB will be calculated and payable based on the average of the STPB achieved and/or paid to Executive in the two (2) years prior to the termination date, and pro-rated for the fiscal year in progress.  If no such STPB has been achieved in the two (2) years prior to the termination date, the Employer will pay the STPB pro-rated for the fiscal year in progress, provided the associated targets have met the quarterly budgeted target levels as of the termination date.

(B)

If the applicable fiscal quarter or fiscal year is completed at the termination date, the STPB will be calculated and payable in accordance with Section 4(b).

(iii)

All payments identified will be made in a lump sum less appropriate withholding and deductions in accordance with the Employers normal payroll process or otherwise in accordance with applicable law and the terms of this Agreement.

(iv)

All payments identified in Section 7(a)(ii)(2) will be made in cash, less appropriate withholding and deductions, as soon as practicable following sixty (60) days of the termination date, provided that during such period, the Executive executed and returned a release and waiver agreement in a form acceptable to the Employer and did not exercise any right to revoke such release and waiver agreement.

5


(b)

Executive.

(i)

Executive may voluntarily terminate his employment and resign at any time provided he gives the Employer sixty (60) days prior written notice, which notice period may be waived by the Employer (in which case such resignation will be effective as of the date stipulated in such waiver).  In the event of a termination by Executive under this Section 7(b)(i), the Employer will pay only the portion of Base Salary or previously awarded bonus unpaid as of the termination date.

(ii)

Executive may terminate his employment for Good Reason.  Upon a termination for Good Reason, the terms of Section 7(a)(i)-(iv) shall apply.

8.

Change of Control.

(a)

If the employment of Executive is terminated by Employer without Cause (see Section 7(a)(i)) or if Executive resigns for Good Reason (see Section 7(b)(ii)), in each case, within six (6) months prior to or within twenty-four (24) months following a Change of Control (the “Change of Control Termination”), Executive will be entitled to:

(i)

Accrued Base Salary through the date of termination;

(ii)

Any STPB or LT Bonus earned as of the date of termination but which is unpaid as of the date of termination;

(iii)

payment in the amount of 1.5 times Executives Base Salary for one year;

(iv)

payment of 1.5 times the maximum of the Executives Short-Term Discretionary Performance Bonus opportunity in the year of termination, not to exceed a maximum of 1.5 times Executive’s Base Salary; and,

(v)

the continuation of the medical insurance plan or payment of the associated costs for the medical insurance plan provided for the Executive as of the date of the Change of Control Termination for a period of twenty-four (24) months following a Change of Control.

(b)

In the event of a Change of Control Termination, the Executive is not entitled to receive the payments identified in Section 7(a)(ii) in addition to those payments identified above at Section 8(a).

(c)

The payments identified above at Section 8(a)(i)-(ii) will be made in a lump sum less appropriate withholding and deductions in accordance with the Employer’s normal payroll process or otherwise in accordance with applicable law.

(d)

Provided Executive executes and returns a release and waiver agreement in a form acceptable to the Employer and does not exercise any right to revoke such release and waiver agreement, all payments identified in Sections 8(a) will be made in cash, less appropriate withholding and deductions, as soon as practicable within sixty (60) days of the termination date if Executive is terminated without Cause or resigns for Good Reason within twenty-four (24) months following

6


a Change of Control or within sixty (60) days of the Change of Control if Executive is terminated without Cause or resigns for Good Reason within six (6) months prior to a Change of Control.

9.

Protection of the Employer Business. Executive recognizes that the Employer is engaged in a competitive business. Executive agrees to keep the Employer’s business confidential. Executive acknowledges that the Employer is entitled to all available protection from disclosures under law, and that the Employer insists upon it as a condition of Executive’s employment or continued employment. Executive will occupy a position of trust and confidence with the Employer.  The Confidentiality, Non-Competition and Non-Solicitation Agreement entered by the Executive as of April 1, 2018 remains in full effect.  A copy is attached as Exhibit B.

10.

Ownership of Employer Property and Assignment of Rights.  Executive acknowledges and agrees that any and all tangible and intangible property (such tangible and intangible property described in this Section is herein referred to as “Employer Property”), including, without limitation, know-how, ideas, processes, compounds, compositions of matter, methodologies, concepts, research, innovations, designs, inventions, discoveries, creations, devices, improvements, technology, materials, documents, drawings, charts, formulae, compilations of information, software, hardware and specifications, and any other industrial or intellectual property (some or all of which property may be protected by patents, copyrights, trade secrets, trademarks, industrial designs or mask works), that is or was conceived of, created, developed or reduced to practice during the Executive’s time spent as an employee with Employer or in contemplation of the Executive engagement as an employee Employer, regardless of whether from a date prior to the Effective Date or after the Effective Date, and which:

(i)

relates to the business of Employer and any Affiliate;

(ii)

results from any work performed by Executive for Employer or Affiliate; or

(iii)

is created or made using any equipment, supplies, facilities, funds, resources or Confidential Information of Employer;

is and shall, along with all industrial and intellectual property rights therein, remain exclusively the property of Employer, and Executive irrevocably relinquishes and forever forgoes any claims either past or future, against or in relation to Employer Property that the Executive may have.  Executive agrees to make full disclosure to Employer of any and all Employer Property and shall, in connection with such disclosure, provide to Employer written documentation fully describing such Employer Property promptly after its conception, creation, development or reduction to practice.

With respect to all Employer Property that may not be the property of Employer as of statutory or other legal right, including, without limitation, by way of determination of a court or other authority, Executive covenants and agrees to transfer, convey and assign, and does hereby expressly transfer, convey and assign to Employer, irrevocably and unconditionally, any and all right, title and interest in and to such Employer Property, including all industrial and intellectual property rights therein, throughout the world, as such Employer Property is conceived of, created, developed or reduced to practice by Executive.  Executive shall assist Employer in every possible way, at Employer’s expense, to secure, maintain and defend for the Employer’s benefit all copyrights, patent rights, mask work rights, trade secret rights and other proprietary rights in and to any Employer Property.

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11.

Resignation from Officer Positions. The termination of Executive’s employment with the Employer for any reason will constitute Executive’s resignation from any director, officer or employee position Executive has with the Employer and all fiduciary positions, if any, (including as a trustee) Executive holds with respect to any employee benefit plans or trusts established by the Company. Executive agrees that this Agreement will serve as written notice of resignation in this circumstance.

12.

Office Policies and Practices.  The Employer may, from time to time, establish office policies and practices through office manuals, policy statements, memoranda or other communications.  These policies and practices are subject to change and do not constitute contractual rights or obligations.

13.

Applicable Law, Selection of Forum and Venue.

(a)

This Agreement and the rights and obligations of the Parties will be construed and governed by the laws of the State of Texas; provided, however, that the normal rule of construction against the drafter will not be employed.  The Parties agree that the exclusive forum, jurisdiction and venue of any action arising out of this Agreement will be the state or federal courts of Houston, Texas.  Executive hereby waives any and all rights he may have to bring any action arising out of or related to the terms of this Agreement (including any claims related to its formation) in any venue other than as stated above.

(b)

As a condition of employment by the Employer, Executive voluntarily and knowingly waives any rights he may have to a trial by jury in any court action relating to or concerning the Employer and its employees and agrees that this dispute will be adjudicated by the appropriate state or federal judge having competent jurisdiction over the dispute.  This waiver does not forego any substantive rights the Employer or Executive may have.  This voluntary and knowing jury trial waiver includes, but is not limited to, any disputes, claims, or controversies relating to or concerning this Agreement or Executive’s employment with the Company.

THUS, BY EXECUTION OF THIS AGREEMENT, EXECUTIVE VOLUNTARILY AND KNOWINGLY WAIVES ANY RIGHTS HE MAY HAVE TO A TRIAL BY JURY IN ANY COURT ACTION REGARDING ALL DISPUTES, CLAIMS, OR CONTROVERSIES CONCERNING THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY.

(c)

In the event that any court of competent jurisdiction refuses to enforce the foregoing jury waiver provision set forth above, the Parties alternatively agree to submit all disputes, claims or controversies relating to or concerning this Agreement or Executive’s employment with the Employer to binding arbitration.  Subject to the terms and any exceptions provided in this Agreement, the Parties each waive their right to a jury trial and waive the right to adjudicate their disputes under this Agreement outside the arbitration forum provided for in this Agreement.

(i)

The arbitration will proceed before a single arbitrator under the auspices of the American Arbitration Association (“AAA”) and will be conducted in accordance with the AAA Employment Arbitration Rules (“AAA Rules”).  The AAA Rules may be found at www.adr.org or by searching for “AAA Employment Arbitration Rules” using a service such as www.Google.com.  Unless the Parties mutually agree otherwise, the Arbitrator will be either an attorney licensed to practice law in the state in which the arbitration is convened, or a former judge from any jurisdiction. The AAA will give each Party a list of nine (9) arbitrators drawn from its panel of arbitrators.  Ten (10) days after AAA’s transmission of the list of

8


neutrals, AAA will convene a telephone conference and the Parties will strike names alternately from the list of common names until only one remains.  The Party who strikes first will be determined by a coin toss.  That person will be designated as the Arbitrator.  If for any reason, the individual selected cannot serve, AAA will issue another list of nine (9) arbitrators and repeat the alternate striking selection process. If for any reason the AAA will not administer the arbitration, either Party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral arbitrator.

(ii)

To initiate arbitration, a Party must make a written Request for Arbitration and deliver it to the other Party by hand or mail no later than the expiration of the statute of limitations that applicable law prescribes for the claim.  The Request for Arbitration will identify the claims asserted, the factual basis for the claim(s), and the relief and/or remedy sought. The Arbitrator will resolve all disputes regarding the timeliness or propriety of the Request for Arbitration and apply the statute of limitations that would have applied if the claim(s) had been brought in court.

(iii)The Arbitrator may award any remedy to which a Party is entitled under applicable law, but remedies will be limited to those that would have been available in a court of law to a Party in their individual capacity for the claims presented to the Arbitrator, and no remedies that otherwise would be available to an individual under applicable law will be forfeited.  The Parties will be entitled to adequate discovery. At least thirty (30) days before the final hearing, the Parties must exchange a list of witnesses, excerpts of depositions to be introduced, and copies of all exhibits to be used.

(iv)

The location of the arbitration proceeding will be no more than forty-five (45) miles from the place where Executive was last employed/assigned with the Company, unless Executive and the Employer agree in writing otherwise.  The Arbitrator has the authority to hear and rule on pre-hearing disputes.  The Arbitrator will have the authority to hear and decide a motion to dismiss and/or a motion for summary judgment by any Party, consistent with Rule 12 or Rule 56 of the Federal Rules of Civil Procedure. The Arbitrator will issue a written decision or award, stating the essential findings of fact and conclusions of law.  A court of competent jurisdiction will have the authority to enter judgment upon the Arbitrator’s decision/award.

(v)

The Party that initiates the arbitration will pay a filing fee as required by the organization through which the arbitration is conducted.  Executive may request a waiver of the filing fee if he cannot afford it.  This request must be made at the same time Executive first initiates his claim.  In such a case, Executive will not be required to pay the filing fee until the Arbitrator decides whether the fee will be waived.  If the filing fee is required to be paid in advance of this decision, the Employer will make this payment pending the determination of whether Executive will be required to pay it.

(vi)

The Employer will pay the Arbitrator’s and arbitration fees and costs.  Each Party will pay for its own costs and attorneys’ fees, if any.  However, if any Party prevails on a claim which under applicable law affords the prevailing party attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party as provided by law.

9


(vii) In the event the law (including the common law) of the jurisdiction in which the arbitration is held requires a different allocation of arbitral fees and costs in order for this Arbitration Agreement to be enforceable, then such law will be followed.

(viii)Notwithstanding Section 13(a), the Employer and Executive expressly agree and stipulate that the Federal Arbitration Act (9 U.S.C. § 1 et seq.) will apply to any arbitration under or related to this Agreement, which evidences a transaction involving commerce.

14.

Injunctions.  Because the Employer may not have an adequate remedy at law to protect its interest in its trade secrets, privileged, proprietary or Confidential Information (as defined in the Confidentiality, Non-Competition and Non-Solicitation Agreement entered by Executive attached at Exhibit B) and similar commercial assets, as the sole exception to the exclusive and binding nature of the arbitration forum selection commitment set forth in Section 13(c) above and as applicable, Executive and the Employer agree that the Employer will have the right to initiate an action in a court of competent jurisdiction in order to request temporary, preliminary and permanent injunctive or other appropriate equitable relief to prevent Executive from violating, or cause Executive or others to cease from violating, or to observe the agreements in Sections 9 and 10, above and the further agreement of Executive to the obligations in the Confidentiality, Non-Competition and Non-Solicitation Agreement, pertaining to the protection of the Company’s business without the necessity of proving inadequacy of legal remedies or irreparable harm.  Executive further agrees that in the event that the Employer seeks injunctive relief based on Executive’s employment or this Agreement, bond in the amount of $1,000.00 will be adequate security for such injunctive relief.

15.

Notices.  Any notices required or permitted to be given under this Agreement will be sufficient if in writing and (i) delivered in person during normal business hours on a business day and, if to the Employer, left with a receptionist or other responsible employee of the relevant Party or other responsible individual at the applicable addresses set forth below; (ii) if sent by Certified Mail or overnight delivery to Executive at the last address on record with the Employer as provided by Executive or at the address listed below for the Employer; or (iii) if sent by email, at the last email on record with the Employer as provided by Executive or at the email address listed below for the Employer:

to Employer:

Just Energy (U.S.) Corp.

5251 Westheimer Road, Suite 1000

Houston, Texas 77056

Attention: General Counsel

Email: legal@justenergy.com

or such other address as either Party will give to the other in writing for this purpose.  Each notice sent in accordance with this Section shall be deemed to have been received (x) on the day it was delivered; (y) on the fifth business day after it was mailed (excluding each business day during which there existed any general interruption of postal services due to strike, lockout or other cause); or (z) on the same day that it was sent by email, or on the first business day thereafter if the day on which it was sent by email was not a business day or the email was sent after 5 p.m. CST.

16.

Severability. In the event that any provision, covenant, section, subsection, paragraph, or any portion of this Agreement is held by any court, arbitrator or other tribunal to be illegal, invalid or unenforceable,

10


either in whole or in part, the legality, validity or enforceability of the remaining provisions, covenants, sections, subsections, paragraphs, or portions will not be affected, and each such provision, covenant, section, subsection, paragraph, or any portion will remain valid and enforceable to the fullest extent permitted by law.

17.

Compliance with Code Section 409A.

(a)

This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) and to the maximum extent permitted the Agreement shall be limited, construed and interpreted in accordance with such intent.  The Employer shall have no liability to Executive if this Agreement or any amounts paid or payable hereunder are subject to Code Section 409A or the additional tax thereunder.

(b)

To the extent that reimbursements or other in-kind benefits under this Agreement constitute nonqualified deferred compensation for purposes of Code Section 409A, (i) all reimbursement of expenses hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits to be provided, in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(c)

For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment.

(d)

Notwithstanding any provisions to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified executive” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is not exempt from Code Section 409A, such payment or benefit shall not be made or provided prior to the earliest of (i) the expiration of six (6) month period measured from the date of Executive’s “separation from service” (as such term is defined under Code Section 409A), (B) the date of Executive’s death, or (C) the expiration of such other period as may be required to comply with regulations and/or guidance issued under Code Section 409A (the “Delay Period”).  Upon expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in absence of such delay) shall be reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

18.

Section 280G Net Better Provision.

(a)

Modified Section 280G Cutback.  In the event that any of the payments or benefits described in this Agreement when added to all other amounts or benefits provided to or on behalf or for the benefit of the Executive by the Company (“Covered Payments”) would constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would be subject to the excise tax imposed under Code Section 4999

11


(or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively the “Excise Tax”), then such Covered Payments shall be either (i) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Executive from the Company will be $1.00 less than three (3) times the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever of (i) or (ii) that produces the better “net after-tax position” to the Executive (taking into account any applicable excise tax under Section 4999  of the Code and any other applicable taxes).  If the Covered Payments are to be reduced according to Section 18 (a)(i) (see preceding sentence), then the reduction shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order.

(b)

Determining the Impact.

(i)

An initial determination on whether (1) any of the Parachute Payments received by the Executive in connection with the occurrence of a change in ownership or control of the Company or in the ownership of a substantial amount from the assets of the Company shall be subject to the Excise Tax, and (2) the amount of any applicable reduction that may be required pursuant to Section 18(a) shall be made by an accounting, consulting or specialty firm selected by the Company (the “Firm”) prior to the consummation of such change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company.  The Executive shall be provided with notice of all determinations made as to the Excise Tax payable with respect to the Executive’s Parachute Payments, together with the calculations of the Firm, within a reasonable, prompt time after such determination and calculations are received by the Company but prior to the consummation of such change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company.

(ii)

For the purposes of this Section of the Agreement, (1) no portion of the Parachute Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of the payment of the Parachute Payments shall be taken into account; (2) no portion of the Parachute Payments shall be taken into account which in the opinion of the Firm does not constitute a “parachute payment” within the meaning of Code Section 280G(b)(2) and the Firm shall be required to value any restrictive covenants (including without limitation, any covenants not to compete with the Company or solicit employees or customers of the Company) in forming such opinion; (3) the Parachute Payments shall only be reduced to the extent necessary so that the Parachute Payment (other than those portions referred to in the immediately preceding clause (1) and (2)) in their entirety constitute reasonable compensation for services rendered within the meaning of Code Section 280G(b)(4) or are otherwise not subject to disallowance as deductions, in the opinion of the auditor or tax counsel of the Firm; and (4) the value of any non-cash benefit or any deferred payment or benefit included in the Parachute Payments shall be determined by the Company’s independent auditors based on Code Sections 280G and 4999 and the regulations for applying those Code sections, or on substantial authority within the meaning of Code Section 6222.

(iii)

The Executive shall not be required to mitigate the amount of any payment provided for in this Section 18 by seeking other employment.  Unless otherwise agreed to in writing, the amount of

12


payment or the benefit provided for in this Agreement shall not be reduced by the compensation earned by the Executive as the result of employment by another employer or by reason of the Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

(iv)

It is possible that after determinations and selections made under this Section 18, the Executive will receive an amount that is either more or less than the limitation provided above (referred to as an “Excess Payment” or an “Underpayment”).  If it is established, through a final determination of a court or a United States Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall refund the Excess Payment to the Company promptly on demand, together with an additional payment in an amount equal to the product obtained by multiplying the Excess Payment times the rate that is 120% of the applicable annual federal rate (as determined in and under Section 1274(d) of the Code) times a fraction whose numerator is the number of days elapsed from the date of the Executive’s receipt of such Excess Payments through the date of such refund and whose denominator is 365.  In the event that it is determined by a court of competent jurisdiction, or by an independent auditor upon request by the Executive or by the Company, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination together with an additional payment in the amount equal to the product obtained by multiplying the Underpayment times the rate that is 120% of the applicable annual federal rate (as determined under Section 1274(d) of the Code times a fraction whose numerator is the number of days elapsed from the date of the Underpayment through the date of such payment and whose denominator is 365.

(v)

The Company and the Executive shall cooperate in good faith to review, consider, consider and pursue reasonable and customary mitigation strategies to avoid the imposition of the Excise Tax on any amounts due to the Executive under this Agreement or otherwise under employment with the Company.

19.

Miscellaneous.   The Parties also agree:

(a)

This Agreement and its performance may not be delegated by Executive to anyone else.  Executive understands and acknowledges that this Agreement may be assigned by the Employer to any successor in interest to the Employer, as applicable by operation of law or otherwise, or to an Affiliate of the Employer, as applicable, without the prior consent of the Executive in the event that the Employer, as applicable undergoes a reorganization, consolidates with or merges into any other corporation, partnership, organization or other entity, or transfers all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall inure to the benefit of and be binding upon the Employer, as applicable, and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

(b)

In any legal action arising out of this Agreement, the prevailing Party will be entitled to reasonable attorneys’ fees and costs, in addition to any other relief granted.

(c)

A waiver of any breach of this Agreement will not be a waiver of any subsequent breach, nor modify this Agreement.  This Agreement may be amended or modified by, and only by, a written instrument executed by the Employer and Executive.  No waiver of any term or provision of this

13


Agreement will be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced.

(d)

This Agreement embodies the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings, whether oral or written.  Executive agrees that no verbal or other statement, inducement or representation relied upon by Executive for the execution of this Agreement has been made to Executive which is not contained in this Agreement.

(e)

This Agreement has been negotiated by the Parties, each having had the opportunity to be represented by counsel of its choice, and no provision will be construed against any Party by reason of that Party being considered to be the drafter of such provision.  Executive represents that he has read this Agreement carefully and understands this Agreement or has relied exclusively on his counsel for an understanding of the terms and conditions.

(f)

Sections 6, 7, 8, 10, 11, 13, 14, 15, 16, 17 and 18 will survive termination of this Agreement.

(g)

This Agreement may be executed in multiple copies, each of which will be considered a true and original copy.

[SIGNATURE PAGE FOLLOWS]

14


The Parties have executed this Agreement as of September 28, 2020 (“Effective Date”).

JUST ENERGY (U.S.) CORP.

By:

Name:

Scott Gahn

Title:

Chief Executive Officer

EXECUTIVE:

By:

Name:

James Brown

15


SCHEDULE A

DEFINITIONS

For purposes of this Agreement, unless otherwise defined herein, Capitalized Terms shall have the following meanings:

“Acquiror” means any individual, partnership, firm, corporation, association, fund, unincorporated organization or other entity, or any syndicate or group acting or presumed to be acting jointly or in concert excluding JEGI and any of its Affiliates.

Affiliate” has the meaning ascribed to it in the Canada Corporations Business Act as amended from time to time.

“Board” means the board of directors of Just Energy Group Inc.

Change of Control” means any transaction or series of transactions (regardless of form, the nature of the transaction consideration or how effected) whereby, directly or indirectly and whether acting alone or with other parties, any Acquiror: (i) acquires beneficial voting or economic control of JEGI or all or substantially all of JEGI’s businesses, operations or assets, (ii) acquires, merges or otherwise combines with all or substantially all of JEGI’s businesses, operations or assets, (iii) forms a joint venture, partnership, collaboration or other form of joint undertaking involving all or substantially all of JEGI’s businesses, operations or assets, or (iv) effects any other extraordinary corporate transaction or series of transactions that has the effect of conveying or transferring to any Acquiror, directly or indirectly and whether acting alone or with other parties, beneficial voting or economic control of JEGI or all or substantially all of JEGI’s businesses, operations or assets; provided that the proceedings commenced by JEGI in July 2020 under section 192 of the Canada Business Corporations Act before the Ontario Superior Court of Justice (Commercial), does not constitute a Change of Control.

·

All or substantially all of JEGI’s businesses, operations or assets” means fifty percent (50%) or more of the net book value of JEGI on a consolidated basis determined as of the date of the audited consolidated financial statements of JEGI then most recently published.

·

Beneficial voting or economic control of JEGI” means fifty percent (50%) or more of the outstanding Shares.

Good Reason” means the occurrence of any of the following events without the written consent of the Executive: (i) a material reduction by Employer in the Executive’s Base Salary; (ii) the taking of any action by the Employer which would, in the aggregate, materially adversely affect the Executive’s incentive compensation opportunity or benefits; (iii) any breach by the Employer of any of its material obligations contained in this Agreement which remains uncured for more than thirty (30) days after the Executive provides written notice of the breach to the Employer, provided the Executive notified the Employer of the existence of the breach within ninety (90) days of the initial instance constituting a breach of a material obligation; (iv) relocation of the Executive’s primary place of work by more than 75 miles; (v) a material adverse change of the Executive’s responsibilities, status or reporting relationships; or (vi) a material diminution in the budget over which the Executive has authority, provided (i) through (vi) are interpreted in a manner that is consistent with the “Safe Harbor” reasons found in U.S. Treasury Regulation 1.409A-1(n)(2)(ii).

“JEGI” means Just Energy Group Inc.

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Exhibit A

Incentive Compensation

I.

Short-Term Discretionary Performance Bonus.

(a)

The fiscal year of JEGI runs from April 1 through March 31.

(b)

For each full fiscal year of JEGI, Executive will be entitled to a short-term discretionary performance bonus payment of up to 100% or more as approved by the Board (100% being the target amount) of Executive’s Base Salary (the “STPB”) payable in cash.

(c)

The Board will determine the corporate targets applicable to the STPB each fiscal year and provide written notice to Executive of these corporate targets within thirty (30) days after determination.

(d)

After the close of the applicable fiscal quarter or fiscal year, the Board will consider whether the applicable corporate targets are achieved and will have the absolute discretion to determine whether a STPB will be paid, provided that any approved STPB shall be paid no later than 60 days following the date that the STPB is approved by the Board, subject to Executive’s continued employment through the end of the applicable fiscal quarter or fiscal year, except as otherwise provided in the Agreement.

(e)

See Exhibit A-1 for the terms of the STPB for fiscal year 2021.

II.

Long-Term Discretionary Incentive Bonus.

(a)

Executive shall be entitled to a long-term discretionary incentive bonus payment of up to 100% or more as approved by the Board (100% being the target amount) of Executive’s Base Salary (the “LT Bonus”) for each fiscal year of JEGI

(b)

The Board will determine the corporate targets applicable to the LT Bonus each fiscal year and provide written notice to Executive of these corporate targets within thirty (30) days after determination and approval.

(c)

After the close of the fiscal year, the Board will consider whether the applicable corporate targets are achieved and will have the absolute discretion to determine whether a LT Bonus will be awarded, subject further to Executive’s continued employment through the end of the applicable fiscal year except as otherwise provided in the Agreement.

(d)

The terms and corporate targets for LT Bonus for fiscal year 2021 will be determined by the Board in fall 2020 and supplemented to this Agreement.

III.

Board Determinations.

All determinations with respect to the STPB and LT Bonus, including without limitation, the amount, if any, that is payable to Executive for each fiscal year, will be made by the Compensation Committee and the Board, in good faith, and in compliance with the Agreement and Exhibit A and will be binding on the Executive and the Company.

17


Exhibit A-1

STPB Terms

For fiscal year 2021 (“FY2021”), the STPB approved by the Board includes the following:

·

The STPB is based on the achievement of Base EBITDA targets approved by the Board.

·

For fiscal quarters 1, 2 and 3, Executive is eligible to receive a payment of up to 12.5% of his or her Base Salary times (Base EBITDA Achieved-Quarterly Base EBITDA Target*50%/Quarterly Bonus Cap) for each of Q1, Q2 and Q3.

o

Base EBITDA” retains the definition provided for in the Management and Discussion Analysis of JEGI.

o

The quarterly Base EBITDA targets approved by the Board for the STPB include:

o

Q1: $32M: Based on Executives Role as Chief Financial Officer and Previous Agreement.

o

Q2: $27M: Based on Executives Role as Chief Financial Officer and Previous Agreement.

o

Q3: $42M

o

Q4: $49M

o

The Quarterly Bonus Cap for Eligible Executives is 12.5% of the maximum annual short-term bonus potential of all executives eligible for the terms of this STPB plan.

·

After the close of Q4, Executive is eligible to receive an Annual Incentive Bonus in the amount of his or her Base Salary (pro-rated for Executive from Effective Date) times a Bonus Factor less any payments received in Q1, Q2 and Q3, for Executive.  See Bonus Factor Table below.

Graphic

·

The annual payment can never be less than zero.

·

Any quarterly or annual payment approved by the Board would be made in cash, subject to applicable taxes and deductions, within 60 days, or as close as possible, following the release of the financial results for each fiscal quarter.

18


Exhibit B

Copy of Confidentiality, Non-Competition and Non-Solicitation Agreement

19


Exhibit 21.1

Entity

   

Jurisdiction of
Incorporation

   

Doing Busines As

Canada

 

Filter Group Inc.

Canada

 

Hudson Energy Canada Corp.

Canada

 

Just Energy Corp.

Ontario

 

Just Energy Alberta L.P.

Alberta

 

Just Energy (B.C.) Limited Partnership

British Columbia

 

Just Energy Manitoba L.P.

Manitoba

 

Just Energy Ontario L.P.

Ontario

 

Just Energy Prairies L.P.

Manitoba

 

Just Energy Quebec L.P.

Quebec

 

Just Energy Trading L.P.

Ontario

 

Just Green L.P.

Alberta

 

 

US

 

Just Energy (U.S.) Corp.

Delaware

 

Just Energy Marketing Corp.

Delaware

 

Just Energy Illinois Corp.

Delaware

 

Just Energy Indiana Corp.

Delaware

 

Just Energy New York Corp.

Delaware

 

Just Energy Michigan Corp.

Delaware

 

Just Energy Texas 1 Corp.

Delaware

 

Just Energy Texas LP

Texas

 

Just Energy Massachusetts Corp.

Delaware

 

Just Energy Pennsylvania Corp.

Delaware

 

Just Energy Limited

Delaware

 

Just Energy Solutions Inc.

California

 

Interactive Energy Group LLC

Delaware

 

Hudson Energy Services LLC

New Jersey

 

Fulcrum Retail Energy LLC

Texas

Amigo Energy

Tara Energy LLC

Texas

 


Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements:

1.Form S-8 (No. 333-250048)
2.Form S-8 (No. 333-208131)
3.Form S-8 (No. 333-200194)
4.Form S-8 (No. 333-183954)

on Form S-8 of our report dated August 5, 2022, with respect to the consolidated financial statements of Just Energy Group Inc. included in this Annual Report on Form 10-K for the year ended March 31, 2022.

/s/ Ernst and Young LLP
Chartered Professional Accountants
Licensed Public Accountants

Toronto, Canada

August 5, 2022


EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) OR 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, R. Scott Gahn, certify that:

1.

I have reviewed this Annual Report on Form 10-K for the fiscal year ended March 31, 2022 of Just Energy Group Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 5, 2022

By:

/s/ R. Scott Gahn

R. Scott Gahn

President and Chief Executive Officer

(Principal Executive Officer)


EXHIBIT 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) OR 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Carter, certify that:

1.

I have reviewed this Annual Report on Form 10-K for the fiscal year ended March 31, 2022 of Just Energy Group Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 5, 2022

By:

/s/ Michael Carter

Michael Carter

Chief Financial Officer

(Principal Financial and Accounting Officer)


EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Just Energy Group Inc. (the “Company”) on Form 10-K for the fiscal year ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, R. Scott Gahn, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2022

/s/ R. Scott Gahn

Name:

R. Scott Gahn

Title:

President and Chief Executive Officer

(Principal Executive Officer)


EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Just Energy Group Inc. (the “Company”) on Form 10-K for the fiscal year ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Carter, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2022

/s/ Michael Carter

Name:

Michael Carter

Title:

Chief Financial Officer

(Principal Financial and Accounting Officer)