Exhibit
4.5


 





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”);


 






    


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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).



 






    


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		(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;



 









    


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		(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.



 






    


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		(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



		15	Proceedings.



 


		(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.



 






    


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		(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);



 






    


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		(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.



 









    


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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;



 






    


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		(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.



 






    


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		(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.


 






    


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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.


 






    


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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).


 






    


    -13 -


    

 


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



 









    


    -14 -


    

 


		(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
	 	 	 	 	Limited
    Partnership	Corporation
	 	 	 	 	Units	 	 
	 	 	 	 	 	 	 


 



     


     


    




 


	 	Name
    of	Jurisdiction	Authorized	Issued
    Capital	Owner
    of Securities
	 	Obligor
    -	 	Capital	 	 
	 	Restricted	 	 	 	 
	 	Subsidiary*,	 	 	 	 
	 	Unrestricted	 	 	 	 
	 	Subsidiary**	 	 	 	 
	 	 	 	 	 	 
	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	 
	 	 	 	 	 	 





 



     


     


    

 





	 	Name
    of	Jurisdiction	Authorized	Issued
    Capital	Owner
    of Securities	 
	 	Obligor
    -	 	Capital	 	 	 
	 	Restricted	 	 	 	 	 
	 	Subsidiary*,	 	 	 	 	 
	 	Unrestricted	 	 	 	 	 
	 	Subsidiary**	 	 	 	 	 
	 	 	 	 	 	 	 
	8.	Just
    Energy	Province
    of	unlimited	(a)
    918 Class A	(a)
    Just Energy Trading L.P.	 
	 	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	 
	 	 	 	 	 	 	 





 



     


     


    




 


	 	Name
    of	Jurisdiction	Authorized	Issued
    Capital	Owner
    of Securities
	 	Obligor
    -	 	Capital	 	 
	 	Restricted	 	 	 	 
	 	Subsidiary*,	 	 	 	 
	 	Unrestricted	 	 	 	 
	 	Subsidiary**	 	 	 	 
	 	 	 	 	 	 
	12.	Just
    Energy	State
    of	100
    Common	100
    Common	Just
    Energy (U.S.) Corp.
	 	Marketing	Delaware	Shares	Shares	 
	 	Corp.*	 	 	 	 
	 	 	 	 	 	 
	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	 	 	 	 
	 	Energy,
    Inc.)	 	 	 	 
	 	 	 	10,000,000	 	 
	 	 	 	Preferred
    Stock	 	 
	 	 	 	 	 	 





 



     


     


    




 


	 	Name
    of	Jurisdiction	Authorized	Issued
    Capital	Owner
    of Securities
	 	Obligor
    -	 	Capital	 	 
	 	Restricted	 	 	 	 
	 	Subsidiary*,	 	 	 	 
	 	Unrestricted	 	 	 	 
	 	Subsidiary**	 	 	 	 
	 	 	 	 	 	 
	 	 	 	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	 	 
	 	 	 	 	 	 
	46.	Fulcrum
    Retail	State
    of Texas	Unlimited	100
    units	Fulcrum
    Retail Holdings
	 	Energy
    LLC*	 	Membership	 	LLC
	 	 	 	Units	 	 
	 	 	 	 	 	 





 



     


     


    




 


	 	Name
    of	Jurisdiction	Authorized	Issued
    Capital	Owner
    of Securities
	 	Obligor
    -	 	Capital	 	 
	 	Restricted	 	 	 	 
	 	Subsidiary*,	 	 	 	 
	 	Unrestricted	 	 	 	 
	 	Subsidiary**	 	 	 	 
	 	 	 	 	 	 
	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.
	 	USA
    Inc.**	 	shares	 	 
	 	 	 	 	 	 





 



     


     


    




 



 


	 	Name
    of	Jurisdiction	Authorized	Issued
    Capital	Owner
    of Securities	 
	 	Obligor
    -	 	Capital	 	 	 
	 	Restricted	 	 	 	 	 
	 	Subsidiary*,	 	 	 	 	 
	 	Unrestricted	 	 	 	 	 
	 	Subsidiary**	 	 	 	 	 
	 	 	 	 	 	 	 
	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





 






     


     


    

 


	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	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





 






     


     


    

 


	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	Quebec	N/A	Québec	80	First	First	First
	Quebec
    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	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





 






     


     


    

 


	Entity	Jurisdiction	Organizational	Location
    of	Address
    from	Chief	Registered	Books
	 	 	Registration	Tangible	which	Executive	Office	and
    Records
	 	 	Number	Property	invoices	Office	 	 
	 	 	 	 	are
    issued	 	 	 
	 	 	 	 	 	 	 	 
	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








 






    


     


    

 


	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	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.
	 	 	 	 	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








 






    


     


    

 


	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	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








 






    


     


    

 


	Entity	Jurisdiction	Organizational	Location
    of	Address
    from	Chief	Registered	Books
	 	 	Registration	Tangible	which	Executive	Office	and
    Records
	 	 	Number	Property	invoices	Office	 	 
	 	 	 	 	are
    issued	 	 	 
	 	 	 	 	 	 	 	 
	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
	 	 	 	 	 	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	 	 	 	 








 






    


     


    

 


	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	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





 



     


     


    

 





	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	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
	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





 



     


     


    

 





	Entity	Jurisdiction	Organizational	Location
    of	Address
    from	Chief	Registered	Books
	 	 	Registration	Tangible	which	Executive	Office	and
    Records
	 	 	Number	Property	invoices	Office	 	 
	 	 	 	 	are
    issued	 	 	 
	 	 	 	 	 	 	 	 
	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





 






     


     


    

 


	Entity	Jurisdiction	Organizational	Location
    of	Address
    from	Chief	Registered	Books
	 	 	Registration	Tangible	which	Executive	Office	and
    Records
	 	 	Number	Property	invoices	Office	 	 
	 	 	 	 	are
    issued	 	 	 
	 	 	 	 	 	 	 	 
	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
	 	 	 	 	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





 






     


     


    

 


	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	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,
	 	 	 	 	 	 	 	Ontario
	 	 	 	 	 	 	 	Canada
	 	 	 	 	 	 	 	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	 	 	 
	 	 	 	 	 	 	 	 
	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





 






     


     


    

 


	Entity	Jurisdiction	Organizational	Location
    of	Address
    from	Chief	Registered	Books
	 	 	Registration	Tangible	which	Executive	Office	and
    Records
	 	 	Number	Property	invoices	Office	 	 
	 	 	 	 	are
    issued	 	 	 
	 	 	 	 	 	 	 	 
	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	 	 	 
	 	 	 	 





 






    	 



    	 



    

 



 


	PATENT	ENTITY	COUNTRY	APPLICATION
	 	 	 	NUMBER
	 	 	 	 
	Determining
    tailored	Hudson
    Energy	USA	11/856001
	pricing
    for retail	Services
    LLC	 	 
	energy
    market	 	 	 
	 	 	 	 
	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.