a. Class Members are "employees" of Just Energy Group Inc., Just Energy Corp., and Just Energy Ontario L.P. (collectively, "Just Energy") pursuant to the Employment Standards Act, 2000, S.O. 2000, c. 41 ("ESA");

b. Class Members are not exempt from Parts VII, VIII, IX, X and XI of the ESA because the Class Members are "route salespersons" pursuant to section 2(1)(h) of O. Reg. 285/0;

c. minimum requirements of the ESA with regard to minimum wage, overtime pay, vacation pay, and public holiday and premium pay are express or implied terms of the contracts with the Class Members;

d. Just Energy failed to make the prescribed employer CPP or EI contributions on behalf of Class Members;

a. all CPP and EI payments that Just Energy failed to make on the wages actually paid to Class Members is an unpaid debt for services performed for the corporation owed to Class;

b. all employment expenses paid by Class Members in the course of their employment, which were not reimbursed by Just Energy is an unpaid debt for services performed for the corporation owed to Class;

c. the unpaid minimum wage, overtime pay, vacation and public holiday and premium pay for the hours the Class Members worked is an unpaid debt for services performed for the corporation owed to the Class; and

d. the CPP and EI contributions on the wages owed to the Class are an unpaid debt for services performed for the corporation owed to the Class.

1. An Order substantially in the form included at Tab 4 of the Motion Record (the "Reverse Vesting Order"):

(a) approving the definitive purchase agreement (as amended, and which may further be amended in accordance with the terms of the Reverse Vesting Order, the "Transaction Agreement") dated as of August 4, 2022, between Just Energy Group Inc. ("Just Energy") and LVS III SPE XV LP, TOCU XVII LLC, HVS XVI LLC, OC II LVS XIV LP, OC III LFE I LP and CBHT Energy I LLC (collectively, the "Purchaser") and the transactions contemplated therein (the "Transaction"), with such minor amendments as Just Energy and the Purchaser may deem necessary, with the approval of FTI Consulting Canada Inc., as monitor (the "Monitor") and subject to the terms of the SISP Support Agreement (defined below);
(b) authorizing and approving the execution of the Transaction Agreement by Just Energy;
(c) authorizing and directing the Just Energy Entities to perform their obligations under the Transaction Agreement, including as provided for in the pre-closing and closing date reorganization steps (collectively, the "Implementation Steps"), and to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the Transaction;
(d) ordering that, upon the delivery of the Monitor's certificate to the Purchaser certifying that, among other things, it has received written confirmation from the Purchaser and Just Energy that all conditions to closing of the Transaction have been satisfied or waived by the parties to the Transaction Agreement, the following, among other things, shall be deemed to occur in the sequence set out in the Implementation Steps and/or as set forth in the Reverse Vesting Order, as applicable:

2. An Order substantially in the form included at Tab 5 of the Motion Record:

(a) upon the closing of the Transaction, expanding the powers of the Monitor in these CCAA proceedings;
(b) extending the Stay Period (as defined in the Second ARIO) to and including January 31, 2023;
(c) approving the activities and conduct of the Monitor, the Twelfth Report of the Monitor, to be filed (the "Twelfth Report"), and the fees and disbursements of the Monitor and its Canadian and U.S. legal counsel as described in the Twelfth Report; and
(d) directing that all copies of the Notices of Intention received by the Just Energy Entities in the SISP and which are attached as Confidential Exhibit "F" to the Affidavit of Mark Caiger, sworn October 17, 2022 (the "Caiger Affidavit") be treated as confidential and sealed, and not form part of the public record, pending further order of this Court.

Background:

On November 12, 2021, Just Energy, together with Just Energy Texas LP, Fulcrum Retail Energy LLC and Hudson Energy Services LLC (collectively, the "Plaintiffs") commenced an adversary proceeding against ERCOT and the PUCT (the "Adversary Proceeding") by filing a complaint (the "Initial Complaint") in the U.S. Bankruptcy Court;

The Adversary Proceeding stems directly from the actions taken by ERCOT and the PUCT during the winter storm and seeks, among other things, to avoid obligations incurred to, and claw back payments made to, ERCOT pursuant to section 36.1 of the CCAA (the "Section 36.1 Claims"), which incorporates by reference sections 38 and 95-101 of the Bankruptcy and Insolvency Act, R.S.C. 985, c. B-3 ("BIA").

(a) an order declaring the uncertified class claimants are to be unaffected by the CCAA proceeding;

(b) in the event the class claimants are to be affected by the CCAA proceeding:

(d) such further and other relief as this Honourable Court may deem just.

(a) authorizing and empowering Just Management Corporation ("JMC") to enter into the Support and Voting Agreement relating to the Arrangement Agreement between ecobee Inc., Shareholder Representative Services LLC, in its capacity as shareholder representative, 13462234 Canada Inc. (the "Purchaser") and Generac Power Systems, Inc. with respect to the sale of all of the issued and outstanding shares of ecobee Inc. (the "Transaction");

(b) authorizing and empowering the Just Energy Entities to enter into the Wind-Up and Dissolution Transactions prior to the closing of the Transaction, and ordering that the completion of the Wind-Up and Dissolution Transactions is deemed to be in compliance with sections 34 and 38 of the Canada Business Corporations Act, RSC 1985, c C-44;

(c) authorizing and directing the Just Energy Entities to take all steps necessary to effect the dissolution of JMC in accordance with the Wind-Up and Dissolution Transactions;

(d) authorizing Just Energy Group Inc. to sell and transfer all right, title and interest in and to the ecobee Shares, following the completion of the Wind-Up and Dissolution Transactions, to the Purchaser, free and clear of all claims and encumbrances; and

(e) authorizing Just Energy Group Inc., in consultation with the Monitor, to sell the Consideration Shares to a third-party purchaser free and clear of all claims and encumbrances, at any time following closing of the Transaction.

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