Common use of Amendment and Restatement Clause in Contracts

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.

Amendment and Restatement. On the Sixth Amended and Restated Effective Date, the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement continuesAgreement, without any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, restates payment and consolidates the Original Credit Agreementreborrowing, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations or termination of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations “Obligations” (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) as in effect prior to the Sixth Amended and Restated Effective Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement that remain outstanding upon (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement shall constitute Obligations will be part of the Loans and Letters of Credit hereunder governed by on the terms hereofand conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Sixth Amended and Restated Effective Date secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in any way limiting the terms of the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the other Loan DocumentsDocuments shall also continue in full force and effect including, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of without limitation, the Obligations by of each Credit Party pursuant to the Collateral Documents. All indemnification obligations of each Credit Parties granted Party pursuant to the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the “Existing GuaranteesFifth Amended and Restated Credit Agreement) continue, (subject only to Section 7.03 in respect including any arising from a breach of the Aphria Limited Guaranteerepresentations thereunder) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding shall survive the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement (as previously amended, restated or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered otherwise modified including in connection with the Original Fifth Amended and Restated Credit Agreement shall be deemed to refer Agreement) pursuant to this Agreement without further amendment of those Loan DocumentsAgreement.

Amendment and Restatement. The parties hereto acknowledge Subject to the conditions set forth in Article III, on the Effective Date, upon the consummation of the assignments referred to in Section 1.02, (a) the 1995 ASI Credit Agreement shall be amended and agree that this Agreement continues, without novation, restates restated in the form of the Amended and consolidates the Original Restated Credit Agreement, as amended hereby(b) the Continuing Loans shall constitute Loans outstanding under, and reflects as defined in, the entire agreement Amended and Restated Credit Agreement in accordance with the Effective Date Loan Notices (and, for purposes of the Amended and Restated Credit Agreement, the Continuing Lenders shall be deemed to have advanced their respective Continuing Loans under the Amended and Restated Credit Agreement on the Effective Date as currently constituted between the parties hereto with respect to the arrangements, terms and conditions though made pursuant to Borrowing Requests delivered thereunder and upon which the Lenders Interest Periods to be applicable to such Continuing Loans, as set forth in the Effective Date Loan Notices, will commence on the Effective Date), (c) the interests, rights and obligations of each Continuing Lender shall provide be limited to those set forth in the Facilities, Amended and that the Original Restated Credit Agreement remains and the Credit Documents and (d) the Credit Documents (and all interests of any party thereunder, including all security interests whatsoever) shall, except as expressly provided herein, continue in full force and effect without novation as between for the parties thereto for that period benefit of time ending on the day prior Continuing Lenders, and all references in any thereof to the effective date of this Agreement and all the parties to the Original 1993 Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Amended and Restated Credit Agreement) outstanding under ), the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original 1995 ASI Credit Agreement or the to any such other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and shall be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All deemed references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Amended and Restated Credit Agreement shall be deemed or to refer such Credit Documents, as amended, restated, supplemented or otherwise modified from time to this Agreement without further amendment of those Loan Documentstime.

Amendment and Restatement. The parties hereto acknowledge This Agreement shall fully amend and agree that this Agreement continues, without novation, restates and consolidates restate the Original Existing Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto . The Lenders’ interests with respect to the arrangementsLoan proceeds outstanding under (and as defined in) the Existing Credit Agreement, terms and conditions pursuant to and upon which shall be reallocated on the Lenders shall provide Effective Date in accordance with each Lender’s Commitments. The principal amount outstanding under the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement hereof shall be deemed to refer be Loan proceeds disbursed hereunder and under the Notes, with each Lender having funded a portion of such Loan proceeds in an amount equal to its respective Pro Rata Share thereof; such initial outstanding advances hereunder are set forth on Schedule 1.4 attached hereto. On the Effective Date, (A) the loan commitment of each Lender that is a party to the Existing Credit Agreement but not a party to this Agreement without further amendment (an “Exiting Lender”) shall be terminated, all outstanding obligations owing to such Exiting Lenders under the Existing Credit Agreement on the Effective Date shall be paid in full, and each Exiting Lender shall cease to be a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of those an Exiting Lender under the Loan DocumentsDocuments that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunder, and (B) each Person listed on Schedule 1.1(a) attached to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on such Schedule 1.1(a).

Amendment and Restatement. On the Restatement Date the Existing Credit Agreement shall be amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Restatement Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement. Notwithstanding the modifications effected by this Agreement continuesof the representations, without novation, restates warranties and consolidates covenants of the Original Borrowers contained in the Existing Credit Agreement, as amended hereby, each Borrower acknowledges and reflects agrees that any causes of action or other rights created in favor of the entire agreement as currently constituted between Administrative Agent or any Lender or its successors arising out of the parties hereto representations and warranties of the Borrowers contained in or delivered in connection with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force shall survive the execution, delivery and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date effectiveness of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding Continuing Lenders constituting “Required Lenders” under the Original Existing Credit Agreement hereby waive (i) the requirement pursuant to Section 2.6 of the Existing Credit Agreement that remain outstanding upon the effectiveness Borrowers deliver prior notice of this Agreement shall constitute Obligations hereunder governed by its election to terminate the terms hereof. Without in any way limiting “Commitments” under the terms of the Original Existing Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees the requirement pursuant to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by Section 2.8 of the Existing Guarantees and Credit Agreement that the Borrowers deliver prior notice of its election to prepay all outstanding “Advances” under the Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.. 104 [Signature Page Follows] 105

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence (a) Effective as of the date of this Agreement. The Obligations (as defined Sixth Amendment and Restatement Effective Date the Existing Credit Agreement is hereby amended and restated in its entirety to be in the Original form of the Sixth Amended and Restated Credit Agreement attached as Exhibit A hereto (the Existing Credit Agreement as so amended and restated, the “Restated Credit Agreement”); provided, however, that (x) outstanding under the Original amendment of any provision of the Existing Credit Agreement that remain outstanding upon is not permitted to be amended without the effectiveness consent of each Lender and (y) the modification of any of the other terms of the Existing Credit Agreement other than those necessary (or, in the reasonable judgment of the Existing Administrative Agent and the Borrower, as appropriate) to enable the Refinancing Term Loans and the Refinancing Revolving Credit Commitments to be made, and the Payout and Termination to be consummated on the Sixth Amendment and Restatement Effective Date, in each case in accordance with this Agreement Amendment shall constitute Obligations hereunder governed by not become effective until (i) the Payout and Termination has been effected, (ii) this Amendment has become effective in accordance with the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of iii) the Aphria Limited Guarantee) to guarantee Refinancing Term Lenders have made the Obligations in accordance with their respective terms Refinancing Term Loans on the Sixth Amendment and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, Restatement Effective Date and (iiiv) ratifies, confirms the Refinancing Revolving Credit Lenders have provided the Refinancing Revolving Credit Commitments on the Sixth Amendment and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan DocumentsRestatement Effective Date.

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continuesBorrower, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement Banks and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations Administrative Agent agree that, upon (as defined in the Original Credit Agreementi) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, by each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, parties hereto and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under satisfaction (or created waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Guarantees Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the Obligations under the Existing Security Credit Agreement and the other Loan Credit Documents as in effect prior to which it the date hereof or the Indebtedness created thereunder. The commitment of each Bank that is a partyparty to the Existing Credit Agreement shall, on the date hereof, automatically be deemed amended and the only commitments shall be those hereunder. All Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” contained in and the Loan Documents delivered in connection with the Original “Credit Agreement Documents” shall be deemed to refer to this Agreement without further amendment and the Credit Documents, (b) all obligations constituting “Obligations” under the Existing Credit Agreement with any Bank or any Affiliate of those any Bank which are outstanding on the date hereof shall continue as Obligations under this Agreement and the other Credit Documents and (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, Letters of Credit, interest and fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the date hereof, and the Borrower hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the sale and assignment of any Eurodollar Loan Documentson the terms and in the manner set forth in Section 2.11 hereof.

Amendment and Restatement. The parties hereto acknowledge On the date hereof, the Existing Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Security Agreement shall thereafter be of no further force and effect, except that the Grantors, the Administrative Agents and the Lenders agree that (a) Liens created under the Existing Security Agreement shall continue to exist under and be evidenced by this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, (b) the Existing Security Agreement shall continue to evidence the representations and reflects warranties made by the entire agreement as currently constituted between the parties hereto with respect Grantors prior to the arrangementsdate hereof, terms (c) except as expressly stated herein or amended, the other Credit Documents are ratified and conditions pursuant to confirmed as remaining unmodified and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between with respect to all Obligations, and (d) the parties thereto for that period of time ending on Existing Security Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the day Existing Security Agreement prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time hereof (including any failure, prior to the effective date of this Agreement and hereof, to comply with the rights and obligations of covenants contained in the parties hereto under this Agreement commence as of the date of this Existing Security Agreement). The Obligations (amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Original Credit Agreement) outstanding under Agreements existing prior to the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms date hereof. Without This Agreement is not in any way limiting the terms intended to constitute a novation of the Original Credit Agreement or obligations and liabilities existing under the other Loan DocumentsExisting Security Agreement. On and after the date hereof, each of the Credit Parties (as defined hereinx) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant references to the Original Credit Existing Security Agreement (the “Existing Guarantees) continue, (subject only or to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it any amendment or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the any amendment and restatement of thereof) in the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with (other than this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to the Existing Security Agreement, as amended and restated hereby, (y) all references to any section (or subsection) of the Existing Security Agreement or in any Credit Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement without further and (z) except as the context otherwise provides, on or after the date hereof, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Security Agreement, as amended and restated hereby. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other Credit Document, all terms and conditions of those Loan Documentsthe Credit Documents remain in full force and effect unless specifically amended hereby or by any other Credit Document.

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between its entirety. Each Borrower hereby agrees that (a) the parties thereto for that period of time ending on Indebtedness outstanding under the day prior to the effective date of this Agreement and all the parties to the Original Existing Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations Loan Documents (as defined in the Original Existing Credit Agreement; together with the Existing Credit Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Original Existing Credit Agreement Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that remain outstanding any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by Agreement, the terms hereof. Without in any way limiting the terms loans of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations Lenders shall be outstanding on a ratable basis in accordance with their respective terms Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and the Security granted by it or a predecessor pursuant Borrowers to the Original Credit Agreement (the “Existing Security”) secures and continues request Borrowings from Lenders, to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement make prepayment of the Original loans under the Existing Credit Agreement by way Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Existing Credit Parties hereby irrevocably and unconditionally Documents entered into prior to the Effective Date (i) acknowledges, confirms and agrees that but excluding the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited GuaranteeCredit Agreement) and agree that such Existing Security and all other Loan Credit Documents continue to which it is a party remains in full force and effect, and continues to constitute be legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and terms (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references except to the “Credit Agreement” contained in the Loan Documents delivered extent, amended, restated and superseded in connection with the Original transactions contemplated hereby). The Borrowers, jointly and severally, represent and warrant that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Existing Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan or any other Existing Credit Documents.. Schedule 6.13(j) Excluded Property

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Closing Date, (i) the Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 2.01 as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement continues, without novation, restates and consolidates constitutes an amendment to 128 the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains made under and in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder accordance with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each Section 11.01 of the Existing Credit Parties (as defined herein) acknowledges and confirms that all guarantees Agreement. This Agreement is not a novation of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.. [SIGNATURE PAGES FOLLOW] 129

Amendment and Restatement. The parties hereto acknowledge and agree have agreed that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the is an amendment and restatement of the Original Existing Credit Agreement by way of in its entirety, and the execution and delivery of this Agreement does not indicate a payment, satisfaction, novation, or discharge thereof. All security and support for the execution indebtedness under the Existing Credit Agreement continues to secure and delivery support the Obligations hereunder. The outstanding commitments under the Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as Commitments under and pursuant to the terms of any additional Loan Documents in connection with this Agreement, each . Certain of the Credit Parties hereby irrevocably and unconditionally Lenders (i) acknowledges, confirms and agrees that as Lenders under the Existing Guarantees Credit Agreement) have agreed among themselves, in consultation with the Borrower and the Administrative Agent, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (subject only to Section 7.03 in respect each an “Exiting Lender”). The Administrative Agent, the Lenders, and the Borrower, and each Exiting Lender (by receipt of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains payment in full force and effectof the Loans as defined in, and continues owing to constitute legalit under, validthe Existing Credit Agreement and under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Exiting Lender’s adjustment of, binding covenantsand each Exiting Lender’s assignment of, agreements, obligations an interest in the commitments and liabilities the Exiting Lenders’ assignments of such Credit Party, enforceable against it by the Agent in accordance with their respective termscommitments. On the Effective Date, and (ii) ratifiesafter giving effect to such reallocations, confirms adjustments, assignments and agrees decreases, the Commitments of each Lender shall be as set forth on Schedule 2.01. The Lenders shall make all appropriate adjustments and payments between and among themselves to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing account for the revised pro rata shares resulting from the initial allocation of the Lenders’ commitments under or created by the Existing Guarantees Credit Agreement to under this Agreement. The Borrower and each Lender party hereto that was a “Lender” under the Existing Security Credit Agreement hereby agrees and other Loan Documents to which it this Section 9.24 and any exiting agreement executed by an Exiting Lender that is a party. All references acceptable to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement Administrative Agent shall be deemed to refer to this Agreement without further amendment of those Loan Documentsapproved assignment forms as required under the Existing Credit Agreement.

Amendment and Restatement. The parties hereto acknowledge and agree that On the Effective Date, (i) this Agreement continues, without novation, restates shall amend and consolidates restate the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between its entirety but, for the parties thereto for that period avoidance of time ending on the day prior to the effective date of doubt, this Agreement and all shall not constitute a novation of the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the parties’ rights and obligations of thereunder, and (ii) the parties hereto Liens and security interests as granted under this the Existing Credit Agreement commence as of the date of this Agreement. The Obligations or any Loan Document (as defined in the Original Existing Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness securing payment of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without indebtedness, liabilities and obligations thereunder are in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges all respects continuing and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect. The parties hereto agree and acknowledge that (A) the Revolving Credit Facility set forth in Section 2.1(b) is a continuation of the “Revolving Credit Facility” under and as defined in the Existing Credit Agreement, (B) the Revolving Euro Tranche Facility set forth in Section 2.1(c) is a continuation of the “Revolving Euro Tranche Facility” under and continues as defined in the Existing Credit Agreement, (C) the Revolving Yen Tranche Facility set forth in Section 2.1(d) is a continuation of the “Revolving Yen Tranche Facility” under and as defined in the Existing Credit Agreement, (D) the proceeds of the Term A Facility set forth in subsection 2.1(a), together with Revolving Credit Loans, will be used on the Initial Funding Date to constitute legal, valid, binding covenants, agreements, obligations repay in full amounts outstanding under the “Term A Facility” under and liabilities as defined in the Existing Credit Agreement and such existing term facility shall terminate simultaneously with such repayment of such Credit Party, enforceable against it by the Agent in accordance amounts owing with their respective termsrespect thereto, and (iiE) ratifiesthe Revolving Credit Commitments, confirms the Revolving Euro Tranche Commitments, Revolving Yen Tranche Commitments and agrees the Term A Loan Commitments of each of the Lenders as of the Initial Funding Date shall be as set forth in Schedule 2.1. Notwithstanding the foregoing, to performthe extent the Effective Date is not a Business Day, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing (x) the commitments under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall not be deemed re-allocated until the Initial Funding Date and (y) interest rates applicable with respect to refer the loans outstanding under the “Term A Facility” under and as defined in the Existing Credit Agreement shall continue to this Agreement without further amendment of those Loan Documents.apply on the Effective Date until such loans are paid in full on the Initial Funding Date. 202

Amendment and Restatement. The parties hereto acknowledge and agree have agreed that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the is an amendment and restatement of the Original Existing Credit Agreement by way of in its entirety, and the execution and delivery of this Agreement does not indicate a payment, satisfaction, novation, or discharge thereof. All security and support for the execution indebtedness under the Existing Credit Agreement continues to secure and delivery support the Obligations hereunder. The outstanding commitments under the Existing Credit Agreement have been assigned, renewed, extended, modified, and rearranged as Commitments under and pursuant to the terms of any additional Loan Documents in connection with this Agreement, each . Certain of the Credit Parties hereby irrevocably and unconditionally Lenders (i) acknowledges, confirms and agrees that as Lenders under the Existing Guarantees Credit Agreement) have agreed among themselves, in consultation with the Borrower and the Administrative Agent, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (subject only to Section 7.03 in respect each an “Exiting Lender”). The Administrative Agent, the Lenders, and the Borrower, and each Exiting Lender (by receipt of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains payment in full force and effectof the Loans as defined in, and continues owing to constitute legalit under, validthe Existing Credit Agreement and under a separate exiting agreement executed by such Exiting Lender) consented to such reallocation and each Exiting Lender’s adjustment of, binding covenantsand each Exiting Lender’s assignment of, agreements, obligations an interest in the commitments and liabilities the Exiting Lenders’ assignments of such Credit Party, enforceable against it by the Agent in accordance with their respective termscommitments. On the Effective Date, and (ii) ratifiesafter giving effect to such reallocations, confirms adjustments, assignments and agrees decreases, the Commitments of each Lender shall be as set forth on Schedule 2.01. The Lenders shall make all appropriate adjustments and payments between and among themselves to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing account for the revised pro rata shares resulting from the initial allocation of the Lenders’ commitments under or created by the Existing Guarantees Credit Agreement to under this Agreement. The Borrower and each Lender party hereto that was a “Lender” under the Existing Security Credit Agreement hereby agrees and other Loan Documents this Section 9.249.26 and any exiting agreement executed by an Exiting Lender that is acceptable to which it the Administrative Agent shall be deemed approved assignment forms as required under the Existing Credit Agreement. 128 Schedule 2.01 Lenders and Commitments Bank Commitment Xxxxx Fargo Bank, N.A. $23,142,857.16 ABN AMRO Capital USA LLC $21,142,857.14 Bank of America, N.A. $21,142,857.14 Capital One, National Association $21,142,857.14 JPMorgan Chase Bank, N.A. $21,142,857.14 Regions Bank $21,142,857.14 Royal Bank of Canada $21,142,857.14 Barclays Bank PLC $17,142,857.14 Cadence Bank, N.A. $12,857,142.86 ZB, N.A. D/B/A Amegy Bank $12,857,142.86 Credit Suisse AG, Cayman Islands $7,142,857.14 TOTAL $200,000,000.00 Schedule 2.01 Schedule 3.08 Subsidiaries SUBSIDIARY NAME JURISDICTION OF FORMATION OUTSTANDING EQUITY INTERESTS % Ownership Interest of the U.S. Borrower and its Subsidiaries Capstar Drilling, Inc. Texas 27,882 shares of common stock 100% Capstar Holding, L.L.C. Delaware MembershipInterest 100% Oil States Industries do Brasil Instalacoes Maritimas Ltda. Brazil Quotas -uncertificated 100% Oil States Energy Services Holding, Inc. Delaware 1,000 Shares 100% Oil States Energy Services, L.L.C. Delaware MembershipInterest 100% Oil States Energy Services, S.A. de C.V. Mexico 53,635 Shares 100% Oil States Industries (Asia) PTE LTD Singapore 100 common 100% Oil States Industries (India) Private Limited India 16,759,071 Shares 100% Oil States Industries (Thailand) Ltd. Thailand 422,900 ordinaryshares 99.51% Oil States Industries (UK) Limited Scotland 1,100,000 100% Oil States Industries, Inc. Delaware 100 shares ofcommon 100% Oil States Industries (Malaysia) Inc. Delaware 1,000 shares 100% Oil States Management, Inc. Delaware 1,000 shares ofcommon stock 100% Oil States Skagit SMATCO, LLC Delaware MembershipInterest 100% OSES International Holding, L.L.C. Delaware MembershipInterest 100% OSES International, LLC Delaware MembershipInterest 100% Oil States Energy Services International, Inc. The Bahamas 3,000 shares 100% Oil States Energy Services (Canada) Incorporated Canada 1,000 Class ACommon shares;266 Class BCommon shares 100% Tempress Technologies, Inc. Washington 1,000 Shares 100% Oil States Industries US, Inc. Delaware Membership Interests 100% Oil States Industries Netherlands CV Netherlands Membership Interest 100% Oil States Industries 1 X.X. Xxxxxxxxxxx 0 common 100% Oil States Industries LLC 2 Delaware Membership Interest 100% Oil States Industries LLC 3 Delaware Membership Interest 100% Oil States Industries LLC 1 Delaware Membership Interest 100% Oil States Industries Singapore Holdco B.V. Netherlands 346,307 common 100% Oil States Industries (Shenzhen) Co. Ltd. China Charter Capital 100% GD Development Corporation Delaware 1,000 100% GEODynamics, Inc. Delaware 150,000 100% Legacy Oil Tools LLC Texas Membership Interest 100% GEO Dynamics (U.K) Ltd. UK 1 share 100% Oil States Martec de Mexico, S.A. de C.V. Mexico Inactive / Dormant 100% OIS Cyprus Limited Cyprus 1,000 shares 100% MR Inspection Services Limited United Kingdom 1 share 100% MR Oil States, Energy Services, S.L. Las Palmas 300 shares 100% Oil States Industries Middle East, LLC Abu Dhabi Membership Interest 100% EXHIBIT A [FORM OF] BORROWING BASE CERTIFICATE [Date] Xxxxx Fargo Bank, National Association 0000 Xxxx X.X. Xxxxxx Blvd – 1B 1 MACD1109-019 Xxxxxxxxx, XX 00000 Attn: Agency Services Manager Email: xxxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Facsimile: 000-000-0000 Ladies and Gentlemen: Reference is a party. All references made to that certain Amended and Restated Credit Agreement, dated as of January 30, 2018 (as may be amended, supplemented, or otherwise modified from time to time, the “Credit Agreement” contained ”), among Oil States International, Inc., the lenders from time to time party thereto (the “Lenders”), and Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Loan Documents delivered in connection with Credit Agreement. The undersigned, on behalf of the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.Borrower, hereby certifies and warrants that:

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continuesthat, on the Closing Date, the following transactions shall be deemed to occur automatically, without novation, restates further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and consolidates the Original Credit restated in its entirety pursuant to this Agreement, (b) the Collateral Documents (as amended hereby, and reflects defined in the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and giving effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement any amendments thereto) and the rights Liens created thereunder in favor of Regions Bank as the Collateral Agent and/or the Administrative Agent and obligations of securing the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Existing Credit Agreement) outstanding under the Original Credit Agreement that ), shall remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges full force and confirms that all guarantees of effect with respect to the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continueand are hereby reaffirmed, (subject only to Section 7.03 in respect of the Aphria Limited Guaranteec) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and this Agreement). Notwithstanding the amendment and restatement Agreement shall not constitute a novation of such Obligations or any of the Original Credit Agreement by way rights, duties and obligations of the execution parties hereunder and delivery of this Agreement or (d) all references in the execution and delivery of any additional Loan other Credit Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that to the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of those Section 11.4 of the Existing Credit Agreement. All Revolving Loans (as defined in the Existing Credit Agreement) and Swingline Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall, as of the Closing Date, be deemed to be a borrowing of Revolving Loans and Swingline Loans, respectively, in an equivalent amount and with the same Interest Period (to the extent applicable for Adjusted LIBOR Rate Loans) hereunder as of the Closing Date and in connection therewith, the Administrative Agent, the Borrower and the Lenders hereby acknowledge and agree that the Revolving Commitments (as defined in the Existing Credit Agreement) in effect under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated to the Revolving Commitments set forth on Appendix A and the Revolving Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall be effective on the Closing Date and do not require any Assignment and Assumption or any other action of any Person. [END] Exhibit B Lenders, Commitments and Commitment Percentages Lender Revolving Commitment Revolving Commitment Percentage Outstanding Term Loan Documents.A Term Loan A Percentage Regions Bank $ 34,782,608.69 21.739130431 % $ 15,217,391.31 21.739130443 % PNC Bank, National Association $ 27,826,086.96 17.391304350 % $ 12,173,913.04 17.391304343 % Silicon Valley Bank $ 20,869,565.22 13.043478262 % $ 9,130,434.78 13.043478257 % Xxxxxxx Xxxxxxx Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Trustmark National Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Synovus Bank $ 17,391,304.35 10.869565219 % $ 7,608,695.65 10.869565214 % Bank of America, N.A. $ 13,913,043.48 8.695652175 % $ 6,086,956.52 8.695652172 % Xxxxxx Bank $ 10,434,782.60 6.521739125 % $ 4,565,217.40 6.521739143 % Total: $ 160,000,000.00 100.000000000 % $ 70,000,000.00 100.000000000 % Exhibit C Exhibit 2.8 [Form of] Conversion/Continuation Notice Date: _________, 20__ To: Regions Bank, as Administrative Agent Re: Amended and Restated Credit Agreement dated as of June 16, 2020 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Computer Programs and Systems, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the Lenders from time to time party thereto and Regions Bank, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: Pursuant to Section 2.8 of the Credit Agreement, the undersigned hereby requests (select one): ☐ A conversion or continuation of Revolving Loans ☐ A conversion or continuation of Term Loans ☐ A conversion or continuation of Swingline Loans

Amendment and Restatement. The This Agreement and the other Credit Documents amend and restate the Existing Credit Agreement and the other "Credit Documents" (as defined in the Existing Credit Agreement). All rights, benefits, indebtedness, interests, liabilities and obligations of the parties hereto acknowledge to the Existing Credit Agreement and agree that the agreements, documents and instruments executed and delivered in connection with the Existing Credit Agreement (collectively, the "Existing Credit Documents") are hereby renewed, amended, restated and superseded in their entirety according to the terms and provisions set forth herein and in the other Credit Documents. This Agreement does not constitute, nor shall it result in, a waiver of or release, discharge or forgiveness of any amount payable pursuant to the Existing Credit Documents or any indebtedness, liabilities or obligations of Credit Parties thereunder, all of which are renewed and continued and are hereafter payable and to be performed in accordance with this Agreement continuesand the other Credit Documents. Neither this Agreement nor any other Credit Document extinguishes the indebtedness or liabilities outstanding in connection with the Existing Credit Documents, without novationnor do they constitute a novation with respect thereto. All security interests, restates pledges, assignments and consolidates other Liens previously granted by any Credit Party pursuant to the Original Existing Credit Agreement, as amended herebyDocuments are hereby renewed and continued, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangementsall such security interests, terms pledges, assignments and conditions pursuant to and upon which the Lenders other Liens shall provide the Facilities, and that the Original Credit Agreement remains remain in full force and effect without novation as between the parties thereto security for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations except as otherwise provided by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution Pledge and delivery Security Agreement. Amounts in respect of any additional Loan Documents in connection with this Agreementinterest, each fees and other amounts payable to or for the account of the Credit Parties hereby irrevocably Agent and unconditionally Lenders shall be calculated (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective termsthe provisions of the Existing Credit Agreement with respect to any period (or a portion of any period) ending prior to the Closing Date, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection accordance with the Original Credit Agreement shall be deemed to refer to provisions of this Agreement without further amendment with respect to any period (or a portion of those Loan Documentsany period) commencing on or after the Closing Date.

Amendment and Restatement. This Agreement is an amendment and restatement of (but not a novation of or an accord and satisfaction of) the Existing Credit Agreement. All outstanding Obligations under the Existing Credit Agreement (and which have not been repaid on the Closing Date) shall continue to remain outstanding under this Agreement. From and after the date hereof, all references made to the Existing Credit Agreement in any “Loan Document” (as defined in the Existing Credit Agreement) or in any other instrument or document shall, without more, be deemed to refer to this Agreement. The parties hereto acknowledge Borrowers and agree that each Guarantor under this Agreement continues, without novation, restates hereby acknowledges and consolidates agrees that the Original “Liens” (as defined in the Existing Credit Agreement) created and provided for by the “Collateral Documents” (as defined in the Existing Credit Agreement) continue to secure, as amended herebyamong other things, and reflects the entire agreement as currently constituted between Obligations under the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains which shall remain outstanding on the date hereof as well as those hereafter arising under this Agreement and the other Loan Documents; and the rights and remedies of the Administrative Agent under the Collateral Documents under the Existing Credit Agreement and the Liens under the Existing Credit Agreement created and provided for thereunder remain in full force and effect without novation and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents under the Existing Credit Agreement as between to the parties thereto for that period of time ending on the day indebtedness which would be secured thereby prior to giving effect to this Agreement. This amendment and restatement of the effective date of this Agreement and all the parties to the Original Existing Credit Agreement retain all rights as between themselves thereunder with respect shall operate to that period of time prior to the effective date of this Agreement renew, amend and modify the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Existing Credit Agreement that remain outstanding upon the effectiveness of this Agreement as provided herein, but shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (not act as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documentsnovation thereof.

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continuesthat, on the Effective Date, the following transactions shall be deemed to occur automatically, without novation, restates further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and consolidates restated in its entirety pursuant to this Agreement; (b) all Obligations under the Original Existing Credit Agreement outstanding on the Effective Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guaranties made pursuant to the Existing Credit Agreement and the related loan documents (other than the guaranty by the Company pursuant to Section 12.01 of the Existing Credit Agreement, as amended herebywhich is superseded and replaced by Section 12.01) are terminated, released and reflects discharged; (d) the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations “Collateral Documents” (as defined in the Original Existing Credit Agreement) outstanding under and the Original Credit Agreement that remain outstanding upon Liens created thereunder in favor of Bank of America, for the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms benefit of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations Guaranteed Creditors” (as defined in the Existing Credit Agreement), are terminated, released and discharged; (e) all Existing Letters of Credit outstanding under the Existing Credit Agreement on the Effective Date shall be deemed to be Letters of Credit outstanding on the Effective Date under this Agreement). Notwithstanding ; (f) all term loans outstanding under the amendment and restatement of the Original Existing Credit Agreement by way of on the execution Effective Date, after giving effect to any prepayments thereof pursuant to Section 5.01(h), shall be deemed to be Term A Loans made and delivery of this Agreement or outstanding on the execution and delivery of any additional Loan Documents in connection with Effective Date under this Agreement, each of ; and (g) all references in the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of those Loan DocumentsSection 11.01 of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that this Agreement continues, without novation, restates and consolidates the Original 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as amended herebyall such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangementsdelivery of such documents, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains remained in full force and effect without novation and continued to secure such obligations which are continued as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement Obligations hereunder as amended hereby; and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations such Collateral (as defined in the Original 2014 Credit Agreement) outstanding under shall continue to secure the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder. The Loans hereunder governed by the terms hereof. Without in any way limiting the terms are a continuation of the Original Loans under (and as such terms are defined in) the 2014 Credit Agreement or Agreement. The Loan Parties, the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms Administrative Agent and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures Lenders acknowledge and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding agree that the amendment and restatement of the Original 2014 Credit Agreement by way this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon execution and delivery of this Agreement or by the execution parties hereto, Hallador Energy Company shall be the Borrower hereunder and delivery of shall no longer be, and is hereby released as, a Guarantor under this Agreement and any additional other Loan Documents in connection with Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement, each of the Credit Parties hereby irrevocably Agreement and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all any other Loan Documents (but shall be bound as a Guarantor). [Signature Pages Intentionally Omitted] Table of Contents SCHEDULE 1.1(A) PRICING GRID-- VARIABLE PRICING AND LETTER OF CREDIT FEES BASED ON LEVERAGE RATIO (PRICING EXPRESSED IN BASIS POINTS) Level Leverage Ratio Letter of Credit Fee Revolving Base Rate Spread Revolving LIBOR Rate Spread Term Loan Base Rate Spread Term Loan LIBOR Rate Spread Commitment Fee IV Greater than or equal to which it is a party remains in full force and effect3.0 to 1.0 400 300 400 300 400 50 III Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 350 250 350 250 350 50 II Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 300 200 300 200 300 50 I Less than 2.0 to 1.0 275 175 275 175 275 37.5 For purposes of determining the Applicable Margin, Commitment Fee, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities the Applicable Letter of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.Fee Rate:

Amendment and Restatement. The parties hereto acknowledge This Agreement shall become effective on the Closing Date and agree that this Agreement continues, without novation, restates and consolidates shall supersede all provisions of the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of such date. From and after the date Closing Date, (a)(i) the commitments of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding those Lenders under the Original Existing Credit Agreement that remain outstanding upon the effectiveness of are continuing as Lenders under this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement that are not continuing as Lenders under this Agreement (the “Existing SecurityNon-Continuing Lenders”) secures shall automatically be terminated and continues cease to secure payment have any further force or effect without further action by any Person, and performance shall be replaced with the respective Commitments of its respective Obligations such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Closing Date (as defined in this Agreementthe “New Lenders”). Notwithstanding the amendment and restatement ; (b) all outstanding “Loans” of the Original Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.13 of the Existing Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreementsuch payment, and all fees accrued under the Existing Credit Agreement through the Closing Date) on the Closing Date (and the Borrower and Canadian Borrowers, as applicable, shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.13 of the Existing Credit Parties hereby irrevocably Agreement as if the outstanding Loans had been prepaid on the Closing Date); and unconditionally (ic) acknowledges, confirms all outstanding “Loans” of the Continuing Lenders and agrees that all interests in outstanding “Letters of Credit” and “Canadian Letters of Credit” under the Existing Guarantees Credit Agreement shall remain outstanding as the initial Loans, Letters of Credit and Canadian Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans, L/C Obligations and Canadian L/C Obligations outstanding on the Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations and Canadian L/C Obligations based on their Commitments as in effect after giving effect hereto (subject only such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to Section 7.03 execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of the Aphria Limited Guaranteeall Swing Loans, Letters of Credit and Canadian Letters of Credit) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent be made in accordance with their the respective terms, and (ii) ratifies, confirms and agrees Commitments of the Lenders from time to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents time party to which it is a partythis Agreement as provided herein. All references made to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Existing Credit Agreement shall in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement without further amendment amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of those Loan Documentsthe Existing Credit Agreement or the indebtedness, obligations and liabilities of the Borrower, the Canadian Borrowers or any Guarantor evidenced or provided for thereunder. This Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. Student Transportation of America, Inc., as Borrower and Guarantor By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer Student Transportation of Canada Inc., as Canadian Borrower By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer Parkview Transit Inc., as Canadian Borrower By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer [Third Amended and Restated Credit Agreement] Student Transportation of America Holdings, Inc., as Guarantor Student Transportation of America ULC, as Guarantor Santa Xxxxxxx Transportation Corporation, as Guarantor STA of Connecticut, Inc., as Guarantor Goffstown Truck Center, Inc., as Guarantor Xxxx Bus Company, as Guarantor STA of Pennsylvania, Inc., as Guarantor Xxxxx Bus Service, Inc., as Guarantor Student Transportation of Vermont, Inc., as Guarantor STA of New York, Inc., as Guarantor Ledgemere Transportation, Inc., as Guarantor Positive Connections, Inc., as a Guarantor Altoona Student Transportation, Inc., as Guarantor Mid-City Transit Corporation, as Guarantor Middletown Transit Corp., as Guarantor Student Transportation of Florida, Inc., as Guarantor Jordan Transportation, Inc., as Guarantor Jordan Bus Service, Inc., as Guarantor Grand Island Transit Corporation, as Guarantor Ridge Road Express, Inc., as Guarantor Scholastic Transportation Management Services, Inc., as Guarantor By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Chief Executive Officer [Third Amended and Restated Credit Agreement] Xxxxxx X.X., as L/C Issuer and as Administrative Agent By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President [Third Amended and Restated Credit Agreement] BMO Xxxxxx Financing, Inc., as a U.S. Lender By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President [Third Amended and Restated Credit Agreement] CIBC Inc., as a U.S. Lender By /s/ Xxxx Xxxxx Name Xxxx Xxxxx Title Executive Director By /s/ Xxxxxxx X. Xxxxxxxx Name Xxxxxxx X. Xxxxxxxx Title Executive Director [Third Amended and Restated Credit Agreement] Bank of Montreal, as a Canadian Lender and Canadian L/C Issuer By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President [Third Amended and Restated Credit Agreement] Canadian Imperial Bank of Commerce, as a Canadian Lender By /s/ Xxxxx Xxxxxx Name Xxxxx Xxxxxx Title Director By /s/ Xxxxx Xxxxxxxxx Name Xxxxx Xxxxxxxxx Title Managing Director [Third Amended and Restated Credit Agreement] Scotiabanc Inc., as a U.S. Lender By /s/ X.X. Xxxx Name X.X. Xxxx Title Managing Director [Third Amended and Restated Credit Agreement] The Bank of Nova Scotia, as a Canadian Lender By /s/ Xxxxxxx X. Xxxxx Name Xxxxxxx X. Xxxxx Title Director By /s/ Xxxxxx Xxxxx Name Xxxxxx Xxxxx Title Director [Third Amended and Restated Credit Agreement] Xxxxxxx Xxxxx Bank, FSB, as a U.S. Lender By /s/ Xxxxx Xxxxxxx Name Xxxxx Xxxxxxx Title Vice President [Third Amended and Restated Credit Agreement] Siemens Financial Services, Inc. By /s/ Xxxxxxx Xxxxx Name Xxxxxxx Xxxxx Title Managing Director By /s/ Xxxxxx Xxxxxxxxx Name Xxxxxx Xxxxxxxxx Title Vice President, Lending Operations [Third Amended and Restated Credit Agreement] Exhibit A Notice of Payment Request [Date] [Name of Lender] [Address] Attention: Reference is made to the Third Amended and Restated Credit Agreement, dated as of February 4, 2011, among Student Transportation of America, Inc., Student Transportation of Canada Inc., Parkview Transit, Inc., the Guarantors party thereto, the Lenders party thereto, and Xxxxxx X.X., as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The [Canadian] Borrower has failed to pay its [Canadian] Reimbursement Obligation in the amount of $___________. Your [Canadian] Revolver Percentage of the unpaid [Canadian] Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the [Canadian] Borrower of a [Canadian] Reimbursement Obligation in the amount of $______________. Your [Canadian] Revolver Percentage of the returned [Canadian] Reimbursement Obligation is $______________.] Very truly yours, as [Canadian] L/C Issuer By Name Title Exhibit B Notice of Borrowing Date: , ____ To: Xxxxxx X.X., as Administrative Agent for the Lenders parties to the Third Amended and Restated Credit Agreement dated as of February 4, 2011 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Student Transportation of America, Inc., Student Transportation of Canada Inc., Parkview Transit, Inc., the Guarantors party thereto, certain Lenders which are signatories thereto, and Xxxxxx X.X., as Administrative Agent Ladies and Gentlemen: The undersigned, Student Transportation of America, Inc. (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.7 of the Credit Agreement, of the Borrowing specified below:

Amendment and Restatement. The parties hereto acknowledge (a) This Agreement is intended to amend and agree that this Agreement continuesrestate and supersede and replace in its entirety the Existing Credit Agreement, without novation, restates with the Commitments set forth herein and consolidates the Original Lenders party hereto. Any Lender party to the Existing Credit Agreement not listed in the signature pages hereof shall cease to be a Lender on the Closing Date upon payment of all amounts (except principal) due to it under Section 4.01(d) and all amounts of principal owing to it under Section 10.23(b). Without limiting the generality of the foregoing, on the Closing Date, each Lender listed on the signature pages hereof not previously party to the Existing Credit Agreement shall be and become a Lender hereunder and shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, in order to effect the restructuring of the existing credit facilities as amended herebycontemplated by this Agreement, (i) all accrued and unpaid interest, and reflects all accrued and incurred and unpaid fees, costs and expenses payable under the entire agreement as currently constituted between Existing Credit Agreement, including all fees and expenses outstanding under Section 10.04(a) and Section 10.04(b) of the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending other similar costs and expenses, will be due and payable on the day prior to the effective date of this Agreement Closing Date, (ii) all loans and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and other obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations Company (as defined in the Original Existing Credit Agreement) outstanding as the Closing Date under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall take any such actions as set forth in clause (b) below, (iii) all Base Rate Loans (as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall continue as Base Rate Loans under this Agreement subject to the definition of “Base Rate” as defined in this Agreement, (iv) all Alternative Currency Daily Rate Loans (as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall continue as Alternative Currency Daily Rate Loans under the Credit Agreement subject to the terms and conditions set forth herein and (v) the Interest Periods for all Eurocurrency Rate Loans (each as defined in the Existing Credit Agreement) then outstanding under the Existing Credit Agreement shall terminate and, at the option of the Company pursuant to a Loan Notice delivered pursuant to Section 4.01 on or prior to the Closing Date, such Loans shall be converted to either Term SOFR Loans or Base Rate Loans, as applicable, under this Agreement subject to the terms hereof (or, with respect to the alignment of any Interest Period on the Closing Date, as set forth in the applicable Loan Notice). Each party hereto acknowledges and agrees that, on and after the Closing Date, the Applicable Rate applicable to any Loan shall be as set forth in the definition of “Applicable Rate” in Section 1.01, without further amendment regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date, and each Lender party hereto consents to any early termination of those Loan Documentsany Interest Periods (as defined in the Existing Credit Agreement) as contemplated by the foregoing clause (v) and agrees to waive any amounts to which it might otherwise be entitled under Section 3.05 of the Existing Credit Agreement solely in connection therewith.

Amendment and Restatement. The parties hereto acknowledge and agree that this This Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the constitutes an amendment and restatement of the Original Credit Agreement, dated as of February 10, 2020 (as amended or modified prior to the date hereof, the “Prior Credit Agreement”), to which certain of the parties hereto are subject. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Prior Credit Agreement by way of based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Effective Date, the credit facilities described in the Prior Credit Agreement or shall be amended, supplemented, modified and restated in their entirety by the execution facilities described herein, and delivery of any additional Loan Documents in connection with this Agreement, each all loans and other obligations of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities Borrower outstanding as of such Credit Party, enforceable against it by date under the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Prior Credit Agreement shall be deemed to refer be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Effective Date, reflect the Commitments of the Lenders hereunder. The parties hereto agree and acknowledge that certain Eurocurrency Loans are outstanding under the Prior Credit Agreement as of the Effective Date. Such Eurocurrency Loans shall remain outstanding on and after the Effective Date and shall continue to this accrue interest hereunder at the Eurocurrency Rates applicable thereto until the expiry of the Interest Periods therefor. Such Loans shall not remain outstanding hereunder as Eurocurrency Loans after the expiry of such Interest Periods. No Eurocurrency Loans may be requested on and after the Effective Date. All terms, conditions and provisions set forth in the Prior Credit Agreement without further amendment governing Eurocurrency Loans are hereby incorporated by reference herein until the above-described Interest Periods expire. Thereafter, such terms, conditions and provisions shall be of those Loan Documents.no force and effect. 105

Amendment and Restatement. The parties hereto acknowledge and agree that to this Agreement continuesagree that, without novation, restates upon (i) the execution and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between delivery by each of the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all (ii) satisfaction of the parties to conditions set forth in Section 6.1, the Original terms and provisions of the Existing Credit Agreement retain shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. Subject to Section 13.20, all rights as between themselves thereunder with respect to that period of time prior to Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the effective date of hereof shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement and the rights and obligations of other Loan Documents. Without limiting the parties hereto under this Agreement commence as of foregoing, upon the date of this Agreement. The Obligations effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Original Existing Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agent”, the “Agreement” contained in and the “Loan Documents delivered in connection with the Original Credit Agreement Documents” shall be deemed to refer to the Agent, this Agreement without further amendment of those and the Loan Documents., (b) all Letters of Credit issued and outstanding under the Existing Credit Agreement on the date hereof shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Obligations” with any Bank or any Affiliate of any Bank which are outstanding on the effective date herefor shall continue as Obligations under this Agreement and the other Loan Documents, (d) the Agent shall make such reallocations, sales, assignments or other relevant actions as are necessary so that each Bank holds its pro rata share of outstanding credit exposure on the effective date herefor, and (e) the Company hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the sale and assignment of any Loans (other than Base Rate Loans), including as a result of the reallocation described above, in each case on the terms and in the manner set forth in Section 5.1 hereof. Section 13.20

Amendment and Restatement. The This Agreement amends and restates in its entirety the Original Agreement among the parties hereto acknowledge hereto. Upon the occurrence of the Effective Date, (a) the terms and agree that provisions of the Original Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement continuesand, without novationunless expressly stated to the contrary, restates and consolidates each reference to the Original Credit Agreement in any of the Transaction Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Original Agreement or the obligations and liabilities 81 749037980 existing thereunder, (c) the commitment of each “Committed Purchaser” (as amended herebydefined in the Original Agreement) that is a party to the Original Agreement shall, on the Effective Date, automatically be deemed restated and reflects the entire agreement as currently constituted between the parties hereto only Commitments shall be those hereunder, (d) with respect to the arrangements, terms any date or time period occurring and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date Effective Date, the rights and obligations of this Agreement and all the parties to the Original Credit Agreement retain all rights shall be governed by the Original Agreement and the other Transaction Documents (as between themselves thereunder defined therein), and (e) with respect to that any date or time period of time prior to occurring and ending on or after the effective date of this Agreement and Effective Date, the rights and obligations of the parties hereto under shall be governed by this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or and the other Loan Documents, each of the Credit Parties Transaction Documents (as defined herein) acknowledges ). The liens, security interests and confirms that all guarantees other interests in the Seller Assets granted under the Original Agreement are and shall remain legal, valid, binding and enforceable to the extent also constituting Seller Assets hereunder. Each of the Obligations by parties hereto hereby acknowledge and confirm the Credit Parties continuing existence and effectiveness of such liens, security interests and other interests in such Seller Assets granted pursuant to under the Original Credit Agreement (the “Existing Guarantees) continueAgreement, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of further agree that the execution and delivery of this Agreement shall not in any way release, diminish, impair, reduce or the execution and delivery of any additional Loan Documents in connection with this Agreementotherwise affect such liens, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security security interests and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained interests in the Loan Documents delivered in connection with such Seller Assets granted under the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.Agreement. 749037980

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continues, without novation, restates and consolidates It is the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period intention of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations each of the parties hereto under that the Original Agreement be amended and restated in its entirety pursuant to this Agreement commence so as to preserve the perfection and priority of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) all security interests and Liens securing obligations outstanding under the Original Credit Agreement and that remain outstanding upon the effectiveness all Obligations of this Agreement PESRM hereunder shall constitute Obligations hereunder governed be secured by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement Liens granted or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties purported to be granted pursuant to the Supply and Offtake Security Documents and that this Agreement does not constitute a novation or termination of the “Obligations” under and as defined in, and existing under, the Original Credit Agreement (other than any “Obligations” under or relating to the “Existing Guarantees) continueOriginal Agreement). PESRM, (subject only to Section 7.03 in respect MLC and each other Person party hereto further acknowledges and agrees that this Agreement constitutes an amendment of the Aphria Limited Guarantee) to guarantee the Obligations Original Agreement made under and in accordance with their respective the terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement Section 16.10 of the Original Credit Agreement by way of Agreement. In addition, from and after the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this AgreementEffective Date, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Supply and Offtake Agreement” contained in the Loan other Effective Date PESRM Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment Agreement. ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTED as of those Loan Documents.the date first written above by MLC, PESRM and PESA. MLC: XXXXXXX XXXXX COMMODITIES, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. PESRM:

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continues(a) On the Effective Date, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains shall be amended, restated and superseded in full force its entirety by the terms and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date provisions of this Agreement Agreement. All Loans made and all the parties to Obligations incurred under the Original Credit Agreement retain all rights which are outstanding on the Effective Date shall continue as between themselves thereunder with respect to that period of time prior to Loans and Obligations under (and shall be governed by the effective date of terms of) this Agreement and the rights and obligations of other Credit Documents. Without limiting the parties hereto under this Agreement commence as of foregoing, upon the date of this Agreement. The Obligations effectiveness hereof: (i) all references in the “Credit Documents” (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (“Administrative Agent”, the “Existing Guarantees) continueCollateral Agent”, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in and the Loan Documents delivered in connection with the Original “Credit Agreement Documents” shall be deemed to refer to the Administrative Agent, the Collateral Agent, this Agreement without further amendment and the Credit Documents, (ii) all obligations constituting “Obligations” with any Lender or any Affiliate of those Loan any Lender which are outstanding on the Effective Date shall continue as Obligations under this Agreement and the other Credit Documents, (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Original Credit Agreement as are necessary in order that each such Lender’s Commitments and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the aggregate Commitments of the applicable Class on the Effective Date and (iv) the Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Original Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 2.16 hereof.

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this AgreementEffective Date. The All Obligations (as defined in the Original Existing Credit Agreement) outstanding under the Original Existing Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way under this Agreement and, without limiting the terms foregoing, the Revolving Loans, Swingline Loans, Letters of Credit and Term Loans (each under and as defined in the Existing Agreement) shall be Revolving Loans, Swingline Loans, Letters of Credit and Term Loans, respectively, under this Agreement, and each Lender shall have the Commitments with respect thereto as stated in this Agreement. The Lenders acknowledge and agree that such transfer of rights and interests under the Loan Documents shall take place among the Lenders as of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant Effective Date to give effect to the Original Credit Agreement (Commitments set forth herein such that each Lender holds each Loan and has a participation in the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations LC Exposure and Swingline Exposure in accordance with their respective terms its Commitments hereunder. The Lenders and any Existing Lender which will not continue as a Lender hereunder (an “Exiting Lender”) will make such payments among themselves as directed by the Administrative Agent to give effect to the Commitments hereunder and the Security granted by it Borrowers shall be liable for any breakage costs under Section 2.16. Nothing herein shall be interpreted to constitute a novation or a predecessor pursuant to satisfaction of the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this the Existing Credit Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement Obligations hereunder shall be deemed a continuation thereof and shall be entitled to refer to this Agreement without further amendment of those Loan Documentsthe same collateral with the same priority as the Obligations under and as defined in the Existing Credit Agreement.

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continues, without novation, restates and consolidates (a) It is the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period intention of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations each of the parties hereto under this Agreement commence as of that the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan DocumentsExisting ARCA, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the which is an amendment and restatement of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement by way and the Existing ARCA and that all Indebtedness and Obligations of the execution Credit Parties hereunder and delivery thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA provided that all Loans, Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement and the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement (and, in the case of Eurocurrency Loans (including any Eurocurrency Loans that are (i) Tranche C Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C-2 Term Loans and (ii) Revolving Loans that shall have been converted to 2015 Revolving Loans, in each case pursuant to the provisions hereof), with the same Interest Periods as were applicable to such Eurocurrency Loans immediately prior to the Second ARCA Effective Date). Upon the effectiveness of this Agreement or in accordance with the execution Amendment and delivery Restatement Agreement, each Loan 136 Document that was in effect immediately prior to the Second ARCA Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of any additional Loan Documents the Existing ARCA made under and in connection accordance with this Agreementthe terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby, each of the Credit Parties hereby irrevocably Documents, the Exhibits and unconditionally (i) acknowledges, confirms and agrees that Schedules to the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains ARCA shall continue in full force and effecteffect and that, from and continues to constitute legalafter the Second ARCA Effective Date, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All all references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement therein shall be deemed to refer to this Agreement without further amendment of those Loan Documentsand all references to the Tranche B Term Loans shall be deemed to refer to the Term Loans.

Amendment and Restatement. On the Restatement Date, each Existing Lender will assign its Existing Commitments (and any outstanding loans under the Existing Credit Agreement) and each Lender, severally and not jointly, agrees to purchase and assume on the Restatement Date its Proportionate Share of the Existing Commitments (and its Proportionate Share of any outstanding loans under the Existing Credit Agreement as of the Restatement Date and all rights (including Liens) related thereto) in an amount not exceeding its Proportionate Share of the Total Commitments hereunder, from the Existing Lenders at par plus accrued interest and fees, free and clear of any adverse claim, participation or other encumbrance, which Existing Commitments, existing Loans and the Existing Credit Agreement shall be (immediately upon such purchase and assumption by the Lenders) amended and restated in their entirety as Commitments and Loans hereunder and governed by the terms of this Agreement all as more particularly described herein; provided, however, that the provisions of Section 12.4 of the Existing Credit Agreement, together with the other terms thereof which are expressly stated to survive the termination of the Existing Credit Agreement, shall survive and remain in full force and effect. The Lenders are not subject to or bound by any of the terms or provisions of the Existing Credit Agreement. The parties hereto acknowledge and agree that this Agreement continues, without and the other Loan Documents do not constitute a novation, restates payment and consolidates reborrowing or termination of the Original obligations under the Existing Credit Agreement, and that all such obligations are in all respects continued and outstanding as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect obligations under this Agreement except to the arrangements, terms extent such obligations are modified from and conditions pursuant to and upon which after the Lenders shall provide the Facilities, and that the Original Credit Agreement remains Restatement Date as provided in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.

Amendment and Restatement. The This Agreement shall (and it is the intent of the parties hereto acknowledge and agree that this Agreement continuesshall) amend, without novation, restates restate and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that replace the Original Credit Agreement remains and the Guaranty shall (and it is the intent of the parties hereto that the Guaranty shall) amend, restate and replace the Original Guaranty and, in each case, re-evidence the obligations outstanding thereunder on the First Amended and Restated Effective Date as contemplated hereby, and not constitute a novation of the obligations and liabilities of the parties under the Original Credit Agreement and the Original Guaranty. In addition, unless specifically amended hereby, each of the Loan Documents (other than the Original Guaranty) and the exhibits and schedules to the Existing Loan Agreement and the other Loan Documents shall continue in full force and effect without novation as between and that, from and after the parties thereto for that period of time ending on the day prior First Amended and Restated Effective Date, all references to the effective date of “Credit Agreement” contained therein shall be deemed to refer to this Agreement and all references to the “Guaranty” contained therein shall be deemed to refer to the Guaranty. The parties to hereto further acknowledge and agree that (i) this Agreement constitutes an amendment of the Original Credit Agreement retain all rights as between themselves thereunder made under and in accordance with respect to that period the terms of time prior to Section 15.1 of the effective date of this Original Credit Agreement and (ii) the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations Revolving Note (as defined in the Original Credit Agreement) outstanding under is hereby cancelled and shall have no further force or effect it being understood that (x) the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed obligations thereunder were purchased by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted Initial Lenders pursuant to the Original Credit Assumption and Assignment Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (iiy) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the such obligations so purchased constitute Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan DocumentsObligations hereunder for all purposes.

Amendment and Restatement. The Except as set forth in the Paragon Plan, it is the intention of each of the parties hereto acknowledge that each of the Existing Agreements be amended and agree restated in its entirety pursuant hereto so as to preserve and continue the perfection and priority of all Liens securing Indebtedness and obligations under the Existing Agreements (other than the letters of credit that shall be continued under the Existing L/C Agreement) and that all such Indebtedness and obligations of the Borrower and the Subsidiary Guarantors hereunder shall be secured by the Liens evidenced under the Collateral Documents and that this Agreement continuesdoes not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Agreements. Notwithstanding the foregoing, without novationit is the intention of each of the parties hereto to release each of Paragon International Finance and Paragon Offshore from their respective obligations under the Existing Agreements on the Effective Date as a borrower thereunder and to acknowledge that the Borrower assumes all Indebtedness and obligations under the Existing Agreements as the sole borrower. In addition, restates and consolidates the Original Credit Agreement, as unless specifically amended hereby, and reflects each of the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders Credit Documents shall provide the Facilities, and that the Original Credit Agreement remains continue in full force and effect without novation as between and that, from and after the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and Effective Date, all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement therein shall be deemed to refer to this Agreement without further amendment of those Loan Documentsand all references to “Borrower”, “Borrowers” or “Cayman Borrower” therein shall be deemed to refer solely to the Borrower.

Amendment and Restatement. The parties hereto acknowledge This Agreement shall become effective, and agree that this Agreement continues, without novation, restates shall amend and consolidates restate the Original Credit Amended and Restated Loan Agreement, as amended herebyby the First Amendment and the Second Amendment, and reflects upon the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date execution of this Agreement by Borrower and Lender; and from and after such effective time, (i) all the parties references made to the Original Credit Agreement retain all rights Amended and Restated Loan Agreement, as between themselves thereunder with respect to that period of time prior to amended by the effective date of this Agreement First Amendment and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained Second Amendment in the Loan Documents or in any other instrument or document executed and/or delivered in connection with the Original Credit Agreement shall pursuant thereto shall, without anything further, be deemed to refer to this Agreement and (ii) the Original Amended and Restated Loan Agreement, as amended by the First Amendment and the Second Amendment, shall be deemed amended and restated, without further amendment novation, in its entirety hereby. All the Other Agreements are hereby reaffirmed and shall continue in full force and effect. Borrower acknowledges that the Revolving Loans and other Obligations evidenced by the Original Amended and Restated Loan Agreement, as amended by the First Amendment and the Second Amendment, including all the other instruments, documents and agreements executed and delivered in connection with the Original Amended and Restated Loan Agreement, as amended by the First Amendment and the Second Amendment, have not been satisfied but instead have become part of those the Loans and Obligations under this Agreement and under the other Loan Documents.. Borrower further acknowledges that all of the Liens granted by Borrower under the Original Amended and Restated Loan Agreement, as amended by the First Amendment and the Second Amendment and all instruments, documents and agreements executed in connection therewith are hereby reaffirmed and shall continue hereafter to secure the Obligations under the Loan Documents, until all Obligations are repaid in full in cash and this Agreement is terminated. Signature Page to Second Amended and Restated Loan and Security Agreement – Revolving Loans

Amendment and Restatement. It is the intention of each of the parties hereto that (a) the Existing Credit Agreement be amended and restated in its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall be secured by the liens and security interests evidenced under the Loan Documents and (c) that this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Existing Credit Agreement (or serve to terminate Section 10.3 of the Existing Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) or the Lenders (as defined in the Existing Credit Agreement) or any other Indemnitee (as defined in the Existing Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement continues, without novation, restates and consolidates constitutes an amendment of the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains made under and in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder accordance with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of Section 10.2 of the Original Existing Credit Agreement Agreement. In addition, unless specifically amended hereby or the other Loan Documentsin connection herewith, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains shall continue in full force and effect. This Agreement restates and replaces, and continues to constitute legalin its entirety, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees Credit Agreement; from and Existing Security and after the Closing Date, any reference in any of the other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I(a) hereto replaces in its entirety such Lender’s “Revolving Commitment” under the Existing Credit Agreement without further amendment (if any). (remainder of those Loan Documents.page left intentionally blank) US-DOCS\51545218.9

Amendment and Restatement. (a) On the Restatement Effective Date, the Original ABL Collateral Agreement shall be amended and restated in its entirety by this Agreement. This Agreement shall not constitute a novation of the Original ABL Collateral Agreement or any of the other Security Documents. The parties hereto acknowledge and agree that (i) the grant by the Grantors of security interests in the Collateral (as amended and restated hereby) and by the Granting Parties of security interests in the Pledged Collateral (as amended and restated hereby), in each case, pursuant to the Original ABL Collateral Agreement was made as of the Closing Date (or as of such later date on which a Grantor became a party thereto) and the amendment and restatement of the Original ABL Collateral Agreement as contemplated hereby continues such grants, (ii) this Agreement continuesand the other Loan Documents, without novationwhether executed and delivered in connection herewith or otherwise, restates do not constitute a novation or termination of the “Obligations” (as defined in Original ABL Collateral Agreement), which remain outstanding as of the Restatement Effective Date, (iii) the “Obligations” (as defined in Original ABL Collateral Agreement) are in all respects continuing (as amended and consolidates restated hereby and by the ABL Credit Agreement and which are in all respects hereinafter subject to the terms herein) and (iv) the Liens and security interests as granted under the Original Credit Agreement, as amended hereby, ABL Collateral Agreement and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms other applicable Loan Documents are in all respects continuing and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between and are reaffirmed hereby. To the parties thereto for extent applicable, the Grantors hereby acknowledge, confirm and agree that period of time ending on any financing statements, fixture filings, filings with the day prior United States Patent and Trademark Office or the United States Copyright Office or other instrument similar in effect to the effective date foregoing under applicable law covering all or any part of this Agreement and all the parties to Collateral previously filed in favor of the Collateral Agent under the Original Credit ABL Collateral Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement are in full force and the rights and obligations of the parties hereto under this Agreement commence effect as of the date of this Agreement. The Obligations hereof, except with respect to real property subject to a Mortgage (as defined in the Original Credit Agreement) outstanding under in effect immediately prior to the Original Credit Agreement that remain outstanding upon date hereof, and each Grantor ratifies its authorization for the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without Collateral Agent to file in any way limiting the terms relevant jurisdictions any such financing statement, fixture filing, filing or other instrument relating to all or any part of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant Collateral if filed prior to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documentsdate hereof.

Amendment and Restatement. The parties hereto acknowledge This Agreement shall become effective on the Effective Date and agree that this Agreement continues, without novation, restates and consolidates shall supersede all provisions of the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of such date. From and after the date Effective Date, (a)(i) the commitments of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding those Lenders under the Original Existing Credit Agreement that remain outstanding upon the effectiveness of are continuing as Lenders under this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement that are not continuing as Lenders under this Agreement (the “Existing SecurityNon‑Continuing Lenders”) secures shall automatically be terminated and continues cease to secure payment have any further force or effect without further action by any Person, and performance shall be replaced with the respective Commitments of its respective Obligations such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (as defined in this Agreementthe “New Lenders”). Notwithstanding the amendment and restatement ; (b) all outstanding “Revolving Loans” of the Original Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreementsuch payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Parties hereby irrevocably Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and unconditionally (ic) acknowledges, confirms all outstanding “Revolving Loans” of the Continuing Lenders and agrees that all interests in outstanding “Letters of Credit” under the Existing Guarantees Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (subject only such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to Section 7.03 execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of the Aphria Limited Guaranteeall Swing Loans and Letters of Credit) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent be made in accordance with their the respective terms, and (ii) ratifies, confirms and agrees Revolving Credit Commitments of the Lenders from time to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents time party to which it is a partythis Agreement as provided herein. All references made to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Existing Credit Agreement shall in any Credit Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement without further amendment amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of those Loan Documentsthe Existing Credit Agreement or the indebtedness, obligations and liabilities of the Borrower, or any Guarantor evidenced or provided for thereunder.

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continuesthat, on the Closing Date, the following transactions shall be deemed to occur automatically, without novationfurther action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Existing Letters of Credit shall be deemed to be Letters of Credit outstanding on the Closing Date under this Agreement; (c) the Collateral Documents and the Liens created thereunder in 131 favor of Bank of America, restates and consolidates the Original Credit AgreementN.A., as amended hereby, and reflects administrative agent for the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations benefit of the parties hereto under this Agreement commence as holders of the date of this Agreement. The Obligations (as defined in the Original Existing Credit Agreement) outstanding under the Original Credit Agreement that shall remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges full force and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant effect with respect to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and are hereby reaffirmed, other than as set forth in clause (e) below; (d) all references in the other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment to this Agreement; and (e) the Administrative Agent’s Liens and security interests with respect to real property of those the Loan DocumentsParties (but not with respect to any other property) shall automatically terminate and be released, and the Loan Parties shall automatically be released and discharged from all obligations under the Mortgages (as defined in the Existing Credit Agreement), other than contingent indemnification obligations and other obligations which by their terms expressly survive termination of the Mortgages. The Administrative Agent will, at the sole expense of the Borrower, deliver to the Borrower such instruments of release and discharge pertaining to the Mortgages to effectuate or reflect of public record, the release and discharge of all such security interests and Liens with respect to the real property of the Loan Parties. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement.

Amendment and Restatement. This Agreement amends and restates in its entirety the Existing Loan Agreement. The parties hereto acknowledge and agree Borrower confirms that this Agreement continues, without novation, restates and consolidates the Original Credit Existing Loan Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as amended herebyall such capitalized terms are defined in the Existing Loan Agreement) have at all times, since the date of the execution and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangementsdelivery of such documents, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains remained in full force and effect without novation as between the parties thereto for that period of time ending on the day prior and, except and to the effective date of this Agreement and all the parties extent any Collateral was released pursuant to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations Section 3.7 of the parties hereto under this Agreement commence Existing Loan Agreement, continued to secure such obligations that are continued as of the date of this Agreement. The Obligations hereunder as amended hereby; and, all such Collateral (as defined in the Original Credit Existing Loan Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms was not previously released pursuant to Section 3.7 of the Original Credit Agreement or the other Existing Loan DocumentsAgreement, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Loan Documents hereunder shall continue to secure the Obligations hereunder. The Revolving Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect Loans hereunder are a continuation of the Aphria Limited GuaranteeRevolving Credit Loans under (and as such term is defined in) to guarantee the Obligations in accordance with their respective terms Existing Loan Agreement. The Borrower acknowledges and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding agrees that the amendment and restatement of the Original Credit Existing Loan Agreement by way this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the execution and delivery of this Agreement obligations, loans, liabilities, or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that indebtedness under the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security Agreement and other Loan Documents thereunder or the collateral security and guaranties therefor and this Agreement and the other Loan Documents are entitled to which it is a party. All references all rights and benefits originally pertaining to the “Credit Agreement” contained in Existing Loan Agreement and the other Loan Documents delivered (as such term is defined therein). Any reference to the Existing Loan Agreement and the obligations thereunder in connection with the Original Credit Agreement any Loan Document, instrument, or agreement shall be deemed to refer to hereafter mean and include this Agreement without further amendment of those Loan Documents.and these Obligations, as amended hereby. [Signatures begin on next page]

Amendment and Restatement. The parties hereto acknowledge (a) On the Closing Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the “Indebtedness” incurred by the Borrower under and as defined in the Existing Credit Agreement (whether or not such Indebtedness is contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement continuesand the other Credit Documents, without novation, restates and consolidates (ii) the Original Lenders under the Existing Credit Agreement hereby waive the reimbursement of any breakage costs incurred on the Closing Date under Section 2.17 of the Existing Credit Agreement, as amended hereby, (iii) the Existing Credit Agreement shall continue to evidence the representations and reflects warranties made by the entire agreement as currently constituted between the parties hereto with respect Borrower prior to the arrangementsClosing Date, terms (iv) except as expressly stated herein or amended, amended and conditions pursuant to restated or otherwise modified, the other Credit Documents are ratified and upon which the Lenders shall provide the Facilities, confirmed as remaining unmodified and that the Original Credit Agreement remains in full force and effect without novation as between with respect to all Indebtedness, and (v) the parties thereto for that period of time ending on Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the day Existing Credit Agreement prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time Closing Date (including any failure, prior to the effective date of this Agreement and Closing Date, to comply with the rights and obligations of covenants contained in the parties hereto under this Agreement commence as of the date of this Existing Credit Agreement). The Obligations (amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Original Credit Agreement) outstanding under the Original Existing Credit Agreement that remain outstanding upon existing prior to the effectiveness of this Closing Date. This Agreement shall constitute Obligations hereunder governed by the terms hereof. Without is not in any way limiting the terms intended to constitute a novation of the Original obligations and liabilities existing under the Existing Credit Agreement or the other Loan Documents, each evidence payment of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees or any portion of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, such obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a partyliabilities. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.138 |US-DOCS\140878708.9||

Amendment and Restatement. The parties hereto acknowledge This Agreement shall become effective, and agree that this Agreement continues, without novation, restates shall amend and consolidates restate the Original Credit Loan Agreement, as amended herebyby the First Term Loan Amendment, the Second Term Loan Amendment and reflects the entire agreement as currently constituted between Third Term Loan Amendment, upon the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date execution of this Agreement by Borrower and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the Lender; and from and after such effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documentstime, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references made to the “Credit this Agreement” contained or “the Loan Agreement” in the Loan Documents or in any other instrument or document executed and/or delivered in connection with the Original Credit Agreement shall pursuant thereto shall, without anything further, be deemed to refer to this Agreement and (ii) the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, shall be deemed amended and restated, without further amendment novation, in its entirety hereby. All the Other Agreements are hereby reaffirmed and shall continue in full force and effect. Borrower acknowledges that the Term Loans and other Obligations evidenced by the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, including the Other Agreements and all the other instruments, documents and agreements executed and delivered in connection with the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, , have not been satisfied but instead have become part of those the Term Loans and Obligations under this Agreement and under the other Loan Documents.. Borrower further acknowledges that all of the Liens granted by Borrower under the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, and all instruments, documents and agreements executed in connection therewith are hereby reaffirmed and shall continue hereafter to secure the Obligations under the Loan Documents, until all Obligations are repaid in full in cash and this Agreement is terminated. Signature Page to Amended and Restated Loan and Security Agreement – Term Loan Signature Page to Amended and RestatedLoan and Security Agreement – Term Loan

Amendment and Restatement. The parties hereto acknowledge (a) Upon the satisfaction of the terms and agree that this conditions set forth in Section 4 below on the Effective Date, the Existing Credit Agreement continues(excluding the annexes, without novation, restates schedules and consolidates exhibits thereto) shall be amended and restated in its entirety and replaced with the Original Second Amended and Restated Credit Agreement, (b) Appendix A to the Existing Credit Agreement shall be amended and restated in its entirety and replaced with the Appendix A to Second Amended and Restated Credit Agreement attached hereto as Exhibit B, (c) Appendix C to Second Amended and Restated Credit Agreement attached hereto as Exhibit C shall be appended to the Credit Agreement as Appendix C thereto, (d) each of the exhibits to the Existing Credit Agreement for which a corresponding exhibit is attached hereto as Exhibit D shall be amended herebyand restated in their entirety and replaced with the corresponding exhibits attached hereto as Exhibit D, and reflects the entire agreement as currently constituted between the parties hereto with respect a new Exhibit N to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains shall be inserted in full force and effect without novation such Exhibits in appropriate alphanumerical order to read as between the parties thereto for that period of time ending set forth on the day prior Exhibit N that is part of Exhibit D hereto, (e) each of the Schedules to the effective date of this Existing Credit Agreement appearing in Exhibit E hereto shall be amended and all restated in their entirety and replaced with the parties corresponding schedules attached hereto as Exhibit E and (f) the New Lenders (as defined below) shall be party to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement Lenders and shall have the rights and obligations of the parties hereto a Lender thereunder and under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.

Amendment and Restatement. The parties hereto acknowledge and agree that Upon the effectiveness of this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains shall be amended and restated in its entirety by this Agreement. The Existing Obligations outstanding on the Restatement Date shall continue in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement constitute Obligations, and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall not constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms a novation or repayment of the Original Credit Agreement or the other Loan DocumentsExisting Obligations. Such Existing Obligations, each of the Credit Parties (as defined herein) acknowledges together with any and confirms that all guarantees of the additional Obligations incurred by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of Borrowers under this Agreement or the execution and delivery of under any additional Loan Documents in connection with this Agreement, each of the Credit Parties Other Documents, shall continue to be secured by, among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in this Agreement and the Other Documents. Each Borrower hereby irrevocably reaffirms its obligations, liabilities, grants of security interests, pledges and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect validity of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which covenants by it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Existing Credit Agreement and in any and all Other Documents, as amended, supplemented or otherwise modified by this Agreement and by the Other Documents delivered on the Restatement Date. Any and all references in connection with any Other Documents (including the Original “Loan Documents” (as such term is defined in the Existing Credit Agreement) to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement. 124 147420493 Each of the parties has signed this Agreement without further amendment effective as of those Loan Documentsthe day and year first above written. BORROWERS: VIRCO MFG. CORPORATION, a Delaware corporation By: /s/ Xxxxxx X. Dose Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary VIRCO INC., a Delaware corporation By: /s/ Xxxxxx X. Dose Name: Xxxxxx X. Dose Title: Senior Vice President Finance, Treasurer and Secretary 125 147420493 PNC BANK, NATIONAL ASSOCIATION, As Lender and as Agent By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Vice President

Amendment and Restatement. The parties hereto acknowledge This Agreement shall become effective on the Closing Date and agree that this Agreement continues, without novation, restates and consolidates shall supersede all provisions of the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of such date. From and after the date Closing Date, (a)(i) the commitments of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding those Lenders under the Original Existing Credit Agreement that remain outstanding upon the effectiveness of are continuing as Lenders under this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement that are not continuing as Lenders under this Agreement (the “Existing SecurityNon‑Continuing Lenders”) secures shall automatically be terminated and continues cease to secure payment have any further force or effect without further action by any Person, and performance shall be replaced with the respective Commitments of its respective Obligations such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Closing Date (as defined in this Agreementthe “New Lenders”). Notwithstanding the amendment and restatement ; (b) all outstanding “Revolving Loans” of the Original Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.11 hereof of the Existing Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreementsuch payment, and all fees accrued under the Existing Credit Agreement through the Closing Date) on the Closing Date (and the Company shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.11 hereof of the Existing Credit Parties hereby irrevocably Agreement as if the outstanding Revolving Loans had been prepaid on the Closing Date); and unconditionally (ic) acknowledges, confirms all outstanding “Revolving Loans” of the Continuing Lenders and agrees that all interests in outstanding “Letters of Credit” under the Existing Guarantees Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Closing Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (subject only such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to Section 7.03 execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without limitation, participations in respect of the Aphria Limited Guaranteeall Swing Line Loans and Letters of Credit) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent be made in accordance with their the respective terms, and (ii) ratifies, confirms and agrees Revolving Credit Commitments of the Lenders from time to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents time party to which it is a partythis Agreement as provided herein. All references made to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Existing Credit Agreement shall in any Credit Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement without further amendment amends and restates the Existing Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of those Loan Documentsthe Existing Credit Agreement or the indebtedness, obligations and liabilities of the Borrower, or any Guarantor evidenced or provided for thereunder. 91 This Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “BORROWERS” and “GUARANTORS” CTS CORPORATION, an Indiana corporation By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Chief Financial Officer and Vice President CTS INTERNATIONAL B.V. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Director B “GUARANTORS” CTS CORPORATION, a Delaware corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary CTS ELECTRONIC COMPONENTS, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary CTS AUTOMOTIVE HOLDINGS, L.L.C. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President and Secretary “LENDERS” BMO XXXXXX BANK N.A., in its individual capacity as a Lender, as L/C Issuer, and as Administrative Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director BANK OF AMERICA, N.A. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President 94 PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Senior Vice President XXXXX FARGO, N.A. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President THE NORTHERN TRUST COMPANY By: /s/ Xxxx XxXxxxxxxxxx Name: Xxxx XxXxxxxxxxxx Title: Senior Vice President 97 U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President EXHIBIT A NOTICE OF PAYMENT REQUEST [Date] [Name of Lender] [Address] Attention: Reference is made to the Amended and Restated Credit Agreement, dated as of February 12, 2019, among CTS Corporation, CTS International B.V., the Guarantors party thereto, the Lenders party thereto, and BMO Xxxxxx Bank N.A., as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the amount of $____________. Your Revolver Percentage multiplied by the unpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by such Borrower of a Reimbursement Obligation in the amount of $_______________. Your Revolver Percentage multiplied by the returned Reimbursement Obligation is $_______________.] Very truly yours, , as L/C Issuer By: Name: Title: EXHIBIT B NOTICE OF BORROWING Date: , ____ To: BMO Xxxxxx Bank N.A., as Administrative Agent for the Lenders parties to the Amended and Restated Credit Agreement dated as of February 12, 2019 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among CTS Corporation, CTS International B.V., certain signatories which are Guarantors thereto, certain Lenders which are signatories thereto, and BMO Xxxxxx Bank N.A., as Administrative Agent Ladies and Gentlemen: The undersigned, CTS Corporation (the “Company”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.5 of the Credit Agreement, of the Borrowing specified below:

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that this Agreement continues, without novation, restates and consolidates the Original 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as amended herebyall such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangementsdelivery of such documents, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains remained in full force and effect without novation and continued to secure such obligations which are continued as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement Obligations hereunder as amended hereby; and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations such Collateral (as defined in the Original 2014 Credit Agreement) outstanding under shall continue to secure the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder. The Loans hereunder governed by the terms hereof. Without in any way limiting the terms are a continuation of the Original Loans under (and as such terms are defined in) the 2014 Credit Agreement or Agreement. The Loan Parties, the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms Administrative Agent and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures Lenders acknowledge and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding agree that the amendment and restatement of the Original 2014 Credit Agreement by way this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon execution and delivery of this Agreement or by the execution parties hereto, Hallador Energy Company shall be the Borrower hereunder and delivery of shall no longer be, and is hereby released as, a Guarantor under this Agreement and any additional other Loan Documents in connection with Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement, each of the Credit Parties hereby irrevocably Agreement and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all any other Loan Documents (but shall be bound as a Guarantor). SCHEDULE 1.l(A) PRICING GRID-- VARIABLE PRICING AND LETTER OF CREDIT FEES BASED ON LEVERAGE RATIO (PRICING EXPRESSED IN BASIS POINTS) Level Leverage Ratio Letter of Credit Fee Revolving Base Rate Spread Revolving LIBOR Rate Spread Term Loan Base Rate Spread Term Loan LIBOR Rate Spread Commitment Fee VI Greater than or equal to which it is a party remains in full force and effect3.0 to 1.0 400 300 400 300 400 50 V Greater than or equal to 2.5 to 1.0 but less than 3.0 to 1.0 350 250 350 250 350 50 IV Greater than or equal to 2.0 to 1.0 but less than 2.5 to 1.0 300 200 300 200 300 50 Ill Greater than or equal to 1.5 to 1.0 but less than 2.0 to 1.0 275 175 275 175 275 37.5 II Greater than or equal to 1.0 to 1.0 but less than 1.5to 1.0 250 150 250 150 250 37.5 I Less than 1.0 to 1.0 225 125 225 125 225 37.5 For purposes of determining the Applicable Margin, Commitment Fee, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities the Applicable Letter of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.Fee Rate:

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between its entirety. Each Borrower hereby agrees that (a) the parties thereto for that period of time ending on Indebtedness outstanding under the day prior to the effective date of this Agreement and all the parties to the Original Existing Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations Loan Documents (as defined in the Original Existing Credit Agreement; together with the Existing Credit Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Original Existing Credit Agreement Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that remain outstanding any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by Agreement, the terms hereof. Without in any way limiting the terms loans of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations Lenders shall be outstanding on a ratable basis in accordance with their respective terms Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and the Security granted by it or a predecessor pursuant Borrowers to the Original Credit Agreement (the “Existing Security”) secures and continues request Borrowings from Lenders, to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement make prepayment of the Original loans under the Existing Credit Agreement by way Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Existing Credit Parties hereby irrevocably and unconditionally Documents entered into prior to the Effective Date (i) acknowledges, confirms and agrees that but excluding the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited GuaranteeCredit Agreement) and agree that such Existing Security and all other Loan Credit Documents continue to which it is a party remains in full force and effect, and continues to constitute be legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and terms (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references except to the “Credit Agreement” contained in the Loan Documents delivered extent, amended, restated and superseded in connection with the Original transactions contemplated hereby). The Borrowers, jointly and severally, represent and warrant that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Existing Credit Agreement shall be deemed to refer to this Agreement without further amendment or any other Existing Credit Documents. 114 Amended and Restated Schedule 2.01 Commitments LENDERS MAXIMUM REVOLVING CREDIT AMOUNT PRO RATA SHARE BOKF, NA DBA BANK OF OKLAHOMA $ 23,882,352.94 17.058823529 % BBVA USA $ 23,882,352.94 17.058823529 % BMO XXXXXX FINANCING, INC. $ 21,411,764.70 15.294117647 % BANK OF AMERICA, N.A. $ 21,411,764.70 15.294117647 % COMERICA BANK $ 11,529,411.77 8.000000000 % TORONTO-DOMINION BANK, NEW YORK BRANCH $ 11,529,411.77 8.000000000 % CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH $ 11,529,411.77 8.000000000 % ARVEST BANK $ 4,941,176.47 3.529411765 % TRUIST BANK $ 4,941,176.47 3.529411765 % IMERIABANK, A DIVISION OF FIRST HORIZON BANK $ 4,941,176.47 3.529411765 % TOTALS $ 140,000,000.00 100.000000000 % Amended and Restated Schedule 3.19 Swap Agreements Unit Corp Gas Xxxxxx Date Volume Type Floor Cap Swap Exchange 7/1/2021 - 12/31/2021 30,000 Mmbtu/day Swap $(0.215) NGPL TexOk Basis 7/1/2021 - 10/31/2021 20,000 Mmbtu/day Swap $2.770 NYMEX Xxxxx Hub 7/1/2021 - 10/31/2021 30,000 Mmbtu/day Swap $2.850 NYMEX Xxxxx Hub 11/1/2021 - 12/31/2021 45,000 Mmbtu/day Swap $2.900 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 35,000 Mmbtu/day Collar $2.500 $2.680 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $2.605 NYMEX Xxxxx Hub 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $2.456 NYMEX Xxxxx Hub Unit Corp Oil Xxxxxx Date Volume Type Floor Cap Swap Exchange 7/1/2021 - 12/31/2021 3,000 Bbls/day Swap $44.65 NYMEX WTI 7/1/2021 - 7/31/2021 12,330 Swap $58.30 NYMEX WTI 8/1/2021 - 8/31/2021 10,000 Swap $58.30 NYMEX WTI 9/1/2021 - 9/30/2021 7,417 Swap $58.30 NYMEX WTI 10/1/2021 - 10/31/2021 5,467 Swap $58.30 NYMEX WTI 11/1/2021 - 11/30/2021 3,326 Swap $58.30 NYMEX WTI 12/1/2021 - 12/31/2021 1,487 Swap $58.30 NYMEX WTI 1/1/2022 - 12/31/2022 2,300 Bbls/day Swap $42.25 NYMEX WTI 1/1/2023 - 12/31/2023 1,300 Bbls/day Swap $43.60 NYMEX WTI Amended and Restated Schedule 3.19 1 of those Loan Documents.2 Natural Gas (Mcf) Crude Oil (bbl) Date Current Volumes Hedged Hedge Requirement % Hedged Current Volumes Hedged Hedge Requirement % Hedged Total 12 months 16,135,000 14,671,404 76% 1,008,327 838,058 84% Total 24 months 11,342,000 8,373,348 68% 658,500 366,679 70% Total 36 months 4,048,000 — 29% 239,200 — 31% Natural Gas (Mcf) Crude Oil (bbl) Date Current Volumes Hedged Hedge Requirement % Hedged Current Volumes Hedged Hedge Requirement % Hedged Total 12 months 18,860,000 18,515,656 76% 1,156,000 1,115,069 78% Total 24 months 14,905,000 13,559,388 68% 882,200 860,524 78% Total 36 months 9,128,000 6,486,415 59% 535,500 464,328 58% *2020 Gas Xxxxxx are inclusive of collars placed with BMO in 2019 for 30,000Mcf/day Amended and Restated Schedule 3.19 2 of 2 Amended and Restated Schedule 6.13(j) Excluded Property 1) 100% of the Company’s limited liability company membership interests and other Equity Interests in Superior; and

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continues, without novation, restates and consolidates It is the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between intention of each of the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains be amended and restated in full force its entirety pursuant hereto so as to preserve and effect without novation as between continue the parties thereto for that period perfection and priority of time ending on the day prior to the effective date of this Agreement all Liens securing Indebtedness and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement and that remain outstanding upon all Indebtedness and Obligations of the effectiveness of Borrower and the Guarantors hereunder shall be secured by the Liens evidenced under the Collateral Documents and that the Second Restatement Amendment and this Agreement shall do not constitute a novation or termination of the Indebtedness and Obligations hereunder governed by existing under the terms hereof. Without in any way limiting the terms Original Credit Agreement (or serve to terminate Section 10.04 or 10.05 of the Original Credit Agreement or any of the other Loan DocumentsBorrower’s obligations thereunder with respect to the existing Lenders under the Original Credit Agreement). In addition, unless specifically amended hereby, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains shall continue in full force and effecteffect and that, from and continues to constitute legalafter the Amendment Effective Date, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All all references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement therein shall be deemed to refer to this Agreement. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] EXHIBIT K TO CREDIT AGREEMENT FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Second Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without further amendment limitation, participations in Swing Line Loans and L/C Obligations included in such facility)and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of those Loan Documentsaction and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

Amendment and Restatement. The parties hereto acknowledge (a) This Agreement amends, restates, replaces and agree that this Agreement continuessupersedes in its entirety the Prior Agreement; provided, without novationhowever, restates nothing contained herein shall impair the liens and consolidates security interests established or continued by the Original Credit Prior Agreement, as amended hereby, which liens and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders security interests shall provide the Facilities, and that the Original Credit Agreement remains continue in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreementeffect. The Obligations All “Pledged Mortgage Loans” (as defined in the Original Credit Prior Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed which are owned by the terms hereof. Without Borrower and included in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties “Borrowing Base” (as defined hereinin the Prior Agreement) acknowledges and confirms that all guarantees under the Prior Agreement as of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement date hereof (the “Existing Guarantees) continuePledged Mortgage Loans”), shall be included in the Borrowing Base as Pledged Mortgage Loans under this Agreement as if originally funded with Advances under this Agreement so long as such Existing Pledged Mortgage Loans meet all of the requirements for eligibility and inclusion in the Borrowing Base under this Agreement, provided, however, (subject only to Section 7.03 a) the Warehouse Periods for such Existing Pledged Mortgage Loans shall commence from the time such Existing Pledged Mortgage Loans were first included in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations Borrowing Base” (as defined in this the Prior Agreement). Notwithstanding ) under the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Prior Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (iib) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the such Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement Pledged Mortgage Loans shall be deemed to refer to comply with the requirement of paragraph (l) of the definition of “Eligible Mortgage Loan” under this Agreement without further amendment if the date of those Loan Documentseach underlying Mortgage Note for such Existing Pledged Mortgage Loans was not earlier than 30 days prior to the date such Existing Pledged Mortgage Loans were first included in the “Borrowing Base” (as defined in the Prior Agreement) under the Prior Agreement.

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continuesthat, on the Closing Date, the following transactions shall be deemed to occur automatically, without novationfurther action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the Guarantees made to the Lenders, restates each Swap Bank, each Treasury Management Bank, and consolidates the Original Administrative Agent pursuant to the Existing Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains remain in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to the Obligations and are hereby reaffirmed and that period each Guarantor has taken all necessary corporate or company action to approve the reaffirmation of time prior to such Guarantor’s Guaranty; (d) the effective date of this Agreement Collateral Documents and the rights and obligations Liens created thereunder in favor of Bank of America, as Administrative Agent for the benefit of the parties hereto under this Agreement commence as holders of the date of this Agreement. The Obligations (as defined in the Original Existing Credit Agreement) shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (e) all Existing Letters of Credit outstanding under the Original Existing Credit Agreement that remain on the Closing Date shall be deemed to be Letters of Credit outstanding upon on the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in Closing Date under this Agreement). Notwithstanding ; and (f) all references in the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of those Loan DocumentsSection 11.01 of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between its entirety. Each Borrower hereby agrees that (a) the parties thereto for that period of time ending on Indebtedness outstanding under the day prior to the effective date of this Agreement and all the parties to the Original Existing Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations Loan Documents (as defined in the Original Existing Credit Agreement; together with the Existing Credit Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Original Existing Credit Agreement Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that remain outstanding any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by Agreement, the terms hereof. Without in any way limiting the terms loans of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations Lenders shall be outstanding on a ratable basis in accordance with their respective terms Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and the Security granted by it or a predecessor pursuant Borrowers to the Original Credit Agreement (the “Existing Security”) secures and continues request Borrowings from Lenders, to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement make prepayment of the Original loans under the Existing Credit Agreement by way Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Existing Credit Parties hereby irrevocably and unconditionally Documents entered into prior to the Effective Date (i) acknowledges, confirms and agrees that but excluding the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited GuaranteeCredit Agreement) and agree that such Existing Security and all other Loan Credit Documents continue to which it is a party remains in full force and effect, and continues to constitute be legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and terms (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references except to the “Credit Agreement” contained in the Loan Documents delivered extent, amended, restated and superseded in connection with the Original transactions contemplated hereby). The Borrowers, jointly and severally, represent and warrant that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Existing Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan or any other Existing Credit Documents.. 130 Amended and Restated Schedule 2.01 Commitments LENDERS MAXIMUM REVOLVING CREDIT AMOUNT PRO RATA SHARE BOKF, NA DBA BANK OF OKLAHOMA $13,647,059.00 17.058823529% PNC BANK, NATIONAL ASSOCIATION $13,647,059.00 17.058823529% BMO XXXXXX FINANCING, INC. $12,235,294.00 15.294117647% BANK OF AMERICA, N.A. $12,235,294.00 15.294117647% COMERICA BANK $6,588,235.00 8.000000000% TORONTO-DOMINION BANK, NEW YORK BRANCH $6,588,235.00 8.000000000% CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH $6,588,235.00 8.000000000% ARVEST BANK $2,823,529.00 3.529411765% TRUIST BANK $2,823,529.00 3.529411765% IMERIABANK, A DIVISION OF FIRST HORIZON BANK $2,823,529.00 3.529411765% TOTALS $80,000,000.00 100.000000000% Amended and Restated Schedule 2.01 Amended and Restated Schedule 3.19 Swap Agreements Unit Corp Gas Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2021 - 12/31/2021 30,000 Mmbtu/day Swap $(0.215) NGPL TexOk Basis 10/1/2021 - 10/31/2021 20,000 Mmbtu/day Swap $2.770 NYMEX Xxxxx Hub 10/1/2021 - 10/31/2021 30,000 Mmbtu/day Swap $2.850 NYMEX Xxxxx Hub 11/1/2021 - 12/31/2021 45,000 Mmbtu/day Swap $2.900 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 35,000 Mmbtu/day Collar $2.500 $2.680 NYMEX Xxxxx Hub 1/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $2.605 NYMEX Xxxxx Hub 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $2.456 NYMEX Xxxxx Hub Unit Corp Oil Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2021 - 12/31/2021 3,000 Bbls/day Swap $44.65 NYMEX WTI 10/1/2021 - 10/31/2021 5,467 Swap $58.60 NYMEX WTI 11/1/2021 - 11/30/2021 3,326 Swap $58.30 NYMEX WTI 12/1/2021 - 12/31/2021 1,487 Swap $58.30 NYMEX WTI 1/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $42.25 NYMEX WTI 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $43.60 NYMEX WTI Natural Gas (McF) Crude Oil (bbl) Date Current Volumes Hedged % Hedged Current Volumes Hedged % Hedged Total 12 Months 15,215,000 66% 914,180 88% Total 24 Months 9,686,000 50% 566,500 67% Total 36 Months 2,024,000 12% 119,600 17%

Amendment and Restatement. On the Restatement Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. It is the intention of each of the parties hereto acknowledge that the Existing Credit Agreement be amended and agree restated hereunder so as to preserve the perfection and priority of all Liens securing the Secured Obligations under the Loan Documents and that all Secured Obligations of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement continues, without novation, restates does not constitute a novation or termination of the Indebtedness and consolidates obligations existing under the Original Existing Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, . The terms and conditions pursuant of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the obligations incurred under the Existing Credit Agreement. This amendment and upon which restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the Lenders Loan Documents shall provide the Facilities, and that the Original Credit Agreement remains continue in full force and effect without novation as between and, from and after the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and Restatement Effective Date, all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement therein shall be deemed to refer to this Agreement without further amendment Agreement. 162 ANNEX B See attached. Schedule 1.01(b) Commitments1 Lender Multicurrency Commitment Amount Dollar Commitment Amount Total Extending Lenders ING Capital LLC $ 92,700,00067,700,000 $ 0 $ 92,700,00067,700,000 State Street Bank and Trust Company $ 50,000,000 $ 0 $ 50,000,000 Sumitomo Mitsui Banking Corporation $ 50,000,000 $ 0 $ 50,000,000 Customers Bank $ 0 $ 32,300,00030,000,000 $ 32,300,00030,000,000 Stifel Bank & Trustof America $ 022,500,000 $ 25,000,0000 $ 25,000,00022,500,000 City National Bank $ 20,000,000 $ 0 $ 20,000,000 Sub-Total Extending Lenders $ 210,200,000 $ 30,000,000 $ 240,200,000 Non-Extending Lenders Stifel Bank & Trust $ 0 $ 25,000,000 $ 25,000,000 Sub-Total Non-Extending Lenders $ 0 $ 25,000,000 $ 25,000,000 Total $ 162,700,000210,200,000 $ 57,300,00055,000,000 $ 220,000,000265,200,000 1 Immediately After giving effect to that certain A&RAmendment No. 1 to Amended & Restated Senior Secured Credit Agreement, dated as of those Loan Documents.May 6, 2019April 9, 2020, and effective as of April 14, 2020. Schedule 3.11(a)

Amendment and Restatement. On the Restatement Effective Date, the Original Credit Agreement shall be amended and restated in its entirety and governed by the terms of this Agreement, all as more particularly described herein; provided that the provisions of the Original Credit Agreement which are expressly stated to survive the termination of the Original Credit Agreement, shall survive and remain in full force and effect. Lenders are not subject to or bound by the terms or provisions of the Original Credit Agreement. The parties hereto acknowledge and agree that this Agreement continues, without and the other Loan Documents do not constitute a novation, restates payment and consolidates reborrowing or termination of the obligations under the Original Credit Agreement, except as amended hereby, contemplated by the Restatement Agreement and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the FacilitiesSection 2.01 hereof, and that all such obligations are in all respects continued and outstanding as obligations under this Agreement or provided in the Restatement Agreement except to the extent such obligations are modified from and after the Restatement Effective Date, as provided in this Agreement and the other Loan Documents. From and after the Restatement Effective Date, the Obligations under, and as defined in, the Original Credit Agreement remains in full force and effect without novation shall continue as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of Obligations under this Agreement and the rights and obligations Loan Documents until otherwise paid in accordance with the terms hereof. Without limiting the generality of the parties hereto under this Agreement commence as foregoing, the Security Documents and the grant of Liens on all of the date of this Agreement. The Obligations Collateral (as each such term is defined in the Original Credit Agreement) outstanding ), do and shall continue to secure the payment of all Obligations of the Loan Parties under the Original Credit Loan Documents, in each case, as amended by this Agreement. SUBORDINATION AGREEMENT This Subordination Agreement that remain outstanding upon (this “Agreement”) dated as of [__] among (a) [ ], as agent for Lenders (as defined below) (in such capacity, “Agent”), (b) [ ] (the effectiveness “Subordinated Lender”) May be replaced by the Subordinated Agent on behalf of holders of all Subordinated Indebtedness., (c) IEA Energy Services LLC (the “Company”), (d) Infrastructure and Energy Alternatives, Inc. (“Holdings), (e) IEA Intermediate Holdco, LLC (“Intermediate Holdings”) and (d) the Guarantors named on the signature pages of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents(together with Holdings and Intermediate Holdings, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continueGuarantors” and together with the Company, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing SecurityLoan Parties”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.

Amendment and Restatement. This Agreement amends the Original Credit Agreement and restates and consolidates in this Agreement the terms and provisions of the Original Credit Agreement as so amended, and represents the entire agreement currently constituted between the parties hereto respecting the subject matter of the Original Credit Agreement. All references, if any, to the Original Credit Agreement in any of the other Loan Documents, and in all other agreements, documents and instruments delivered by the Loan Parties or any other Person in connection with any of the Loan Documents, shall mean and be a reference to this Agreement as this Agreement may from time to time in the future be further amended, supplemented, restated or replaced. The parties hereto acknowledge and agree that (i) this Agreement continuesand the other agreements, without novation, restates documents and consolidates instruments executed and delivered in connection herewith do not constitute a novation or termination of the Original Credit Agreement, as amended hereby, obligations and reflects the entire agreement as currently constituted between liabilities of any of the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that under the Original Credit Agreement remains as in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date hereof, and (ii) such obligations and liabilities are in all respects continuing (as amended and restated hereby) with the terms of this Agreement and all the parties to the Original Credit Agreement retain all rights being modified only as between themselves thereunder with respect provided in this Agreement. As of the date hereof, after giving effect to that period this Agreement, the Accommodations Outstanding of time prior each Borrower are set forth on Schedule 7 attached hereto. In addition to the effective date of this Agreement and the rights and obligations of foregoing, the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations acknowledge and agree that any existing LIBOR Rate Advances (as such term is defined in the Original Credit Agreement) that are outstanding under on the Original Credit Agreement that remain outstanding upon the effectiveness date of this Agreement shall constitute Obligations hereunder governed by remain outstanding until the terms hereof. Without in any way limiting expiry of the terms interest period applicable thereto (and the provisions of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (applicable thereto shall apply mutatis mutandis as defined if incorporated herein) acknowledges and confirms that all guarantees of the Obligations thereafter shall (unless otherwise repaid) convert to an Advance bearing interest at Adjusted Term SOFR with an Interest Period selected by the Credit Parties granted applicable Borrower pursuant to an Interest Rate Election Notice to be provided by such Borrower hereunder, provided that if the Original Credit Agreement (the “Existing Guarantees) continue, (subject only applicable Borrower shall fail to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations deliver an Interest Rate Election Notice in accordance with their respective terms and the Security granted by it or foregoing requirements such applicable LIBOR Rate Advances shall be automatically converted to a predecessor pursuant to Base Rate (Canada) Advance on the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement expiry of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documentsinterest period applicable thereto.

Amendment and Restatement. The parties hereto acknowledge and agree that On the Effective Date, (i) this Agreement continues, without novation, restates shall amend and consolidates restate the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between its entirety but, for the parties thereto for that period avoidance of time ending on the day prior to the effective date of doubt, this Agreement and all shall not constitute a novation of the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the parties’ rights and obligations of thereunder, and (ii) the parties hereto Liens and security interests as granted under this the Existing Credit Agreement commence as of the date of this Agreement. The Obligations or any Loan Document (as defined in the Original Existing Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness securing payment of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without indebtedness, liabilities and obligations thereunder are in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges all respects continuing and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect. The parties hereto agree and acknowledge that (A) the Revolving Credit Facility set forth in subsection 2.1(b) is a continuation of the “Revolving Credit Facility” under and as defined in the Existing Credit Agreement, (B) the Revolving Euro Tranche Facility set forth in subsection 2.1(c) is a continuation of the “Revolving Euro Tranche Facility” under and continues as defined in the Existing Credit Agreement, (C) the Revolving Yen Tranche Facility set forth in subsection 2.1(d) is a continuation of the “Revolving Yen Tranche Facility” under and as defined in the Existing Credit Agreement, (D) the Term A-2 Facility hereunder is a continuation of the “Incremental Term A-2 Facility” under and as defined in the Term A-2 Loan Amendment and the Existing Credit Agreement, (E) the proceeds of the Term A-1 Facility set forth in subsection 2.1(a), together with Revolving Credit Loans, will be used on the Initial Funding Date to constitute legal, valid, binding covenants, agreements, obligations repay in full amounts outstanding under the “Term A Facility” under and liabilities of such as defined in the Existing Credit Party, enforceable against it by the Agent in accordance with their respective termsAgreement, and (iiF) ratifiesthe Revolving Credit Commitments, confirms the Revolving Euro Tranche Commitments, Revolving Yen Tranche Commitments and agrees the Term A-1 Commitments of each of the Lenders as of the Initial Funding Date shall be as set forth in Schedule 2.1. Notwithstanding the foregoing, to performthe extent the Effective Date is not a Business Day, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing (x) the commitments under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall not be deemed re-allocated until the Initial Funding Date and (y) interest rates applicable with respect to refer the loans outstanding under the “Term A Facility” under and as defined in the Existing Credit Agreement shall continue to this Agreement without further amendment of those Loan Documentsapply on the Effective Date until such loans are paid in full on the Initial Funding Date.

Amendment and Restatement. The This Agreement amends and restates in its entirety the Original Agreement among the parties hereto acknowledge hereto. Upon the occurrence of the Effective Date, (a) the terms and agree that provisions of the Original Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement continuesand, without novationunless expressly stated to the contrary, restates and consolidates each reference to the Original Credit Agreement in any of the Transaction Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Original Agreement or the obligations and liabilities existing thereunder, (c) the commitment of each “Committed Purchaser” (as amended herebydefined in the Original Agreement) that is a party to the Original Agreement shall, on the Effective Date, automatically be deemed restated and reflects the entire agreement as currently constituted between the parties hereto only Commitments shall be those hereunder, (d) with respect to the arrangements, terms any date or time period occurring and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date Effective Date, the rights and obligations of this Agreement and all the parties to the Original Credit Agreement retain all rights shall be governed by the Original Agreement and the other Transaction Documents (as between themselves thereunder defined therein), and (e) with respect to that any date or time period of time prior to occurring and ending on or after the effective date of this Agreement and Effective Date, the rights and obligations of the parties hereto under shall be governed by this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or and the other Loan Documents, each of the Credit Parties Transaction Documents (as defined herein) acknowledges ). The liens, security interests and confirms that all guarantees other interests in the Seller Assets granted under the Original Agreement are and shall remain legal, valid, binding and enforceable to the extent also constituting Seller Assets hereunder. Each of the Obligations by parties hereto hereby acknowledge and confirm the Credit Parties continuing existence and effectiveness of such liens, security interests and other interests in such Seller Assets granted pursuant to under the Original Credit Agreement (the “Existing Guarantees) continueAgreement, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of further agree that the execution and delivery of this Agreement shall not in any way release, diminish, impair, reduce or the execution and delivery of any additional Loan Documents in connection with this Agreementotherwise affect such liens, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security security interests and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained interests in the Loan Documents delivered in connection with such Seller Assets granted under the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.Agreement. 80

Amendment and Restatement. The parties hereto acknowledge and agree that On the Effective Date, (i) this Agreement continues, without novation, restates shall amend and consolidates restate the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between its entirety but, for the parties thereto for that period avoidance of time ending on the day prior to the effective date of doubt, this Agreement and all shall not constitute a novation of the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the parties' rights and obligations of thereunder, (ii) the parties hereto Liens and security interests as granted under this the Existing Credit Agreement commence as of the date of this Agreement. The Obligations or any Loan Document (as defined in the Original Existing Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness securing payment of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without indebtedness, liabilities and obligations thereunder are in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges all respects continuing and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, (iii) the parties hereto agree and continues to constitute legal, valid, binding covenants, agreements, obligations acknowledge that (x) the Revolving Credit Facility set forth in Section 2.1(b) is provided as an “Incremental Revolving Tranche Facility” under and liabilities of such Credit Party, enforceable against it by the Agent as defined in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees Credit Agreement and Existing Security and other Loan Documents to which it is a party. All references to the “Revolving Credit AgreementCommitments” contained as defined in and under the Loan Documents delivered in connection with Existing Credit Agreement and the Original revolving credit facility provided pursuant to Section 2.1(b) of the Existing Credit Agreement shall be deemed terminate simultaneously with the repayment of amounts owing with respect thereto and the effectiveness of the Revolving Credit Facility provided herein and (y) the Term A Facility set forth in subsection 2.1(a) is provided as an “Incremental Term Facility” under and as defined in the Existing Credit Agreement and the term B facility provided pursuant to refer Section 2.1(a) of the Existing Credit Agreement shall terminate simultaneously with the repayment of amounts owing with respect thereto and the funding and effectiveness of the Term A Facility provided herein, (iv) the lenders under the Existing Credit Agreement who elect to become Lenders (“Continuing Lenders”) under this Agreement without further amendment waive any restrictions on or requirements for Incremental Facilities as defined in and under in the Existing Credit Agreement and (v) the Revolving Credit Commitments and Term A Loan Commitments of those Loan Documentseach of the Continuing Lenders shall be as set forth in Schedule 2.1.

Amendment and Restatement. The This Agreement amends and restates in its entirety the Original Agreement among the parties hereto acknowledge hereto. Upon the occurrence of the Effective Date, (a) the terms and agree that provisions of the Original Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement continuesand, without novationunless expressly stated to the contrary, restates and consolidates each reference to the Original Credit Agreement in any of the 755931971 16509877 Transaction Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Original Agreement or the obligations and liabilities existing thereunder, (c) the commitment of each “Committed Purchaser” (as amended herebydefined in the Original Agreement) that is a party to the Original Agreement shall, on the Effective Date, automatically be deemed restated and reflects the entire agreement as currently constituted between the parties hereto only Commitments shall be those hereunder, (d) with respect to the arrangements, terms any date or time period occurring and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date Effective Date, the rights and obligations of this Agreement and all the parties to the Original Credit Agreement retain all rights shall be governed by the Original Agreement and the other Transaction Documents (as between themselves thereunder defined therein), and (e) with respect to that any date or time period of time prior to occurring and ending on or after the effective date of this Agreement and Effective Date, the rights and obligations of the parties hereto under shall be governed by this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or and the other Loan Documents, each of the Credit Parties Transaction Documents (as defined herein) acknowledges ). The liens, security interests and confirms that all guarantees other interests in the Seller Assets granted under the Original Agreement are and shall remain legal, valid, binding and enforceable to the extent also constituting Seller Assets hereunder. Each of the Obligations by parties hereto hereby acknowledge and confirm the Credit Parties continuing existence and effectiveness of such liens, security interests and other interests in such Seller Assets granted pursuant to under the Original Credit Agreement (the “Existing Guarantees) continueAgreement, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of further agree that the execution and delivery of this Agreement shall not in any way release, diminish, impair, reduce or the execution and delivery of any additional Loan Documents in connection with this Agreementotherwise affect such liens, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security security interests and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained interests in the Loan Documents delivered in connection with such Seller Assets granted under the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.Agreement. 755931971 16509877

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree restates in its entirety the Existing Credit Agreement; and the Credit Parties confirm that this Agreement continues, without novation, restates and consolidates the Original Existing Credit Agreement, the other Credit Documents and the Collateral for the Secured Obligations thereunder (as amended herebyall such capitalized terms are defined in the Existing Credit Agreement) have at all times, since the date of the execution and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangementsdelivery of such documents, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains remained in full force and effect without novation and continued to secure such obligations which are continued as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement Secured Obligations hereunder as amended hereby; and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations such Collateral (as defined in the Original Existing Credit Agreement) outstanding shall continue to secure the Secured Obligations hereunder except to the extent such Collateral was released from the Transaction Liens as a result of a transaction permitted under the Original Existing Credit Agreement that remain outstanding upon prior to the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms date hereof. Without in any way limiting the terms The Loans hereunder are a continuation of the Original Loans under (and as such terms are defined in) the Existing Credit Agreement or Agreement. The Credit Parties, the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms Administrative Agent and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures Lenders acknowledge and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding agree that the amendment and restatement of the Original Existing Credit Agreement by way this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the execution obligations, loans, liabilities, or indebtedness under the Existing Credit Agreement and delivery of the other Credit Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement or and the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents are entitled to which it is a party remains in full force all rights and effect, and continues benefits originally pertaining to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees Credit Agreement and Existing Security the other Credit Documents (as such term is defined therein), but as amended herein. From and other Loan Documents to which it is a party. All after the Effective Date, all references made to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Existing Credit Agreement shall in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. The outstanding commitments under the Existing Credit Agreement without further amendment have been assigned, renewed, extended, modified, and rearranged as Commitments under and pursuant to the terms of those Loan Documents.this Agreement. Certain of the Lenders (as Lenders under the Existing Credit Agreement) have agreed among themselves, in consultation with the Borrower and the Administrative Agent, to adjust their respective Commitments and to terminate the commitments of certain lenders under the Existing Credit Agreement who will not become a Lender hereunder (each an “Exiting Lender”). The Administrative Agent, the Lenders, and the Borrower, and each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing to it under, the Existing Credit Agreement or receipt of notice of termination of its commitments under the Existing Credit Agreement) consented to such reallocation and each Exiting Lender’s termination of, and each Exiting Lender’s assignment of, an interest in the commitments and the Exiting Lenders’ assignments of their respective commitments. On the Effective Date, and after giving effect to such reallocations, adjustments, assignments and decreases, the Commitments of each Lender shall be as set forth on Schedule 1.1(A). The Lenders shall make all appropriate adjustments and payments between and among themselves to account for the revised pro rata shares resulting from the initial allocation of the Lenders’ commitments under the Existing Credit Agreement to under this Agreement. The Borrower and each Lender party hereto that was a “Lender” under the Existing Credit Agreement hereby agrees and this Section 11.18 and any other agreement executed by an Exiting Lender that is acceptable to the Administrative Agent shall be deemed approved assignment forms as required under the Existing Credit Agreement. 126

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that this Agreement continues, without novation, restates and consolidates the Original 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as amended herebyall such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangementsdelivery of such documents, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains remained in full force and effect without novation and continued to secure such obligations which are continued as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement Obligations hereunder as amended hereby; and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations such Collateral (as defined in the Original 2014 Credit Agreement) outstanding under shall continue to secure the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder. The Loans hereunder governed by the terms hereof. Without in any way limiting the terms are a continuation of the Original Loans under (and as such terms are defined in) the 2014 Credit Agreement or Agreement. The Loan Parties, the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms Administrative Agent and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures Lenders acknowledge and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding agree that the amendment and restatement of the Original 2014 Credit Agreement by way this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon execution and delivery of this Agreement or by the execution parties hereto, Hallador Energy Company shall be the Borrower hereunder and delivery of shall no longer be, and is hereby released as, a Guarantor under this Agreement and any additional other Loan Documents in connection with Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement, each of the Credit Parties hereby irrevocably Agreement and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all any other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and but shall be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is as a partyGuarantor). All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.[Signature Pages Intentionally Omitted]

Amendment and Restatement. On the Fifth Amended and Restated Effective Date, the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement continuesAgreement, without any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, restates payment and consolidates the Original Credit Agreementreborrowing, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations or termination of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations "Obligations" (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) as in effect prior to the Fifth Amended and Restated Effective Date; (ii) such "Obligations" are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such "Obligations" are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement that remain outstanding upon (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement shall constitute Obligations will be part of the Loans and Letters of Credit hereunder governed by on the terms hereofand conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Fifth Amended and Restated Effective Date secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in any way limiting the terms of the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the other Loan DocumentsDocuments shall also continue in full force and effect including, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of without limitation, the Obligations by of each Credit Party pursuant to the Collateral Documents. All indemnification obligations of each Credit Parties granted Party pursuant to the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the “Existing GuaranteesFourth Amended and Restated Credit Agreement) continue, (subject only to Section 7.03 in respect including any arising from a breach of the Aphria Limited Guaranteerepresentations thereunder) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding shall survive the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement (as previously amended, restated or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered otherwise modified including in connection with the Original Fourth Amended and Restated Credit Agreement shall be deemed to refer Agreement) pursuant to this Agreement without further amendment of those Loan DocumentsAgreement.

Amendment and Restatement. On the Fifth Amended and Restated Effective Date, the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement continuesAgreement, without any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, restates payment and consolidates the Original Credit Agreementreborrowing, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations or termination of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations “Obligations” (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) as in effect prior to the Fifth Amended and Restated Effective Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement that remain outstanding upon (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement shall constitute Obligations will be part of the Loans and Letters of Credit hereunder governed by on the terms hereofand conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Fifth Amended and Restated Effective Date secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in any way limiting the terms of the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fourth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the other Loan DocumentsDocuments shall also continue in full force and effect including, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of without limitation, the Obligations by of each Credit Party pursuant to the Collateral Documents. All indemnification obligations of each Credit Parties granted Party pursuant to the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the “Existing GuaranteesFourth Amended and Restated Credit Agreement) continue, (subject only to Section 7.03 in respect including any arising from a breach of the Aphria Limited Guaranteerepresentations thereunder) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding shall survive the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement (as previously amended, restated or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered otherwise modified including in connection with the Original Fourth Amended and Restated Credit Agreement shall be deemed to refer Agreement) pursuant to this Agreement without further amendment of those Loan DocumentsAgreement.

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continuesthat, on the Effective Date, the following transactions shall be deemed to occur automatically, without novation, restates further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and consolidates the Original restated in its entirety pursuant to this Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and ; (b) all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Existing Credit Agreement) owing to any Lender that was a lender under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and this Credit Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder; (c) the Guaranty Obligations (as defined in the Existing Credit Agreement) of the Guarantors (as defined in the Existing Credit Agreement) in favor the Secured Parties pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Guaranteed Obligations and are hereby reaffirmed; (d) all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Original Existing Credit Agreement that remain on the Effective Date shall be deemed to be Letters of Credit outstanding upon on the effectiveness Effective Date under this Credit Agreement (or shall be backstopped by, Letters of Credit issued under this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or cash collateralized in a manner satisfactory to the issuing banks thereof); and (e) all references in the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant Documents to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of those Loan Documents.Section 11.6 of the Existing Credit Agreement. All revolving loans outstanding to lenders under the Existing Credit Agreement immediately prior to the Effective Date that are Lenders hereunder shall, as of the Effective Date, be deemed to be a borrowing of Revolving Loans in an equivalent amount and with the same Interest Period (to the extent applicable for Eurodollar Loans) hereunder as of the Effective Date and in connection therewith, the Administrative Agent, the Borrowers and the Lenders hereby acknowledge and agree that the revolving commitments in effect under the Existing Credit Agreement immediately prior to the Effective Date (except, for the avoidance of doubt, the revolving commitments of lenders under the Existing Credit Agreement who are not Lenders hereunder) have been reallocated to the Revolving Commitments set forth on Schedule 2.1 and the revolving loans outstanding to lenders under the Existing Credit Agreement immediately prior to the Effective Date that are Lenders hereunder have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall be effective on the Effective Date and do not require any Assignment and Assumption or any other action of any Person. 135

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continuesthat, on the Closing Date, the following transactions shall be deemed to occur automatically, without novationfurther action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the Guarantees made to the Lenders, restates each Swap Bank, each Treasury Management Bank, and consolidates the Original Administrative Agent pursuant to the Existing Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains remain in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to the Obligations and are hereby reaffirmed and that period each Guarantor has taken all necessary corporate or company action to approve the reaffirmation of time prior to such Guarantor’s Guaranty; (d) the effective date of this Agreement Collateral Documents and the rights and obligations Liens created thereunder in favor of Bank of America, as Administrative Agent for the benefit of the parties hereto under this Agreement commence as holders of the date of this Agreement. The Obligations (as defined in the Original Existing Credit Agreement) shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (e) all Existing Letters of Credit outstanding under the Original Existing Credit Agreement that remain on the Closing Date shall be deemed to be Letters of Credit outstanding upon on the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in Closing Date under this Agreement). Notwithstanding ; and (f) all references in the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of those Loan Documents.Section 11.01 of the Existing Credit Agreement. 125

Amendment and Restatement. On the Sixth Amended and Restated Effective Date, the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (i) this Agreement continuesAgreement, without any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, restates payment and consolidates the Original Credit Agreementreborrowing, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations or termination of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations "Obligations" (as defined in the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement)) under the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) as in effect prior to the Sixth Amended and Restated Effective Date; (ii) such "Obligations" are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens as granted under the Collateral Documents securing payment of such "Obligations" are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement that remain outstanding upon (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) immediately before the effectiveness of this Agreement shall constitute Obligations will be part of the Loans and Letters of Credit hereunder governed by on the terms hereofand conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the Sixth Amended and Restated Effective Date secure all Obligations hereunder. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Loan Parties contained in any way limiting the terms of the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement), Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of any Credit Party contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the Fifth Amended and Restated Credit Agreement) or any other Loan Document executed in connection therewith shall survive the execution and delivery of this Agreement, provided, further, that the Obligations under the other Loan DocumentsDocuments shall also continue in full force and effect including, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of without limitation, the Obligations by of each Credit Party pursuant to the Collateral Documents. All indemnification obligations of each Credit Parties granted Party pursuant to the Original Credit Agreement (as previously amended, restated or otherwise modified including in connection with the “Existing GuaranteesFifth Amended and Restated Credit Agreement) continue, (subject only to Section 7.03 in respect including any arising from a breach of the Aphria Limited Guaranteerepresentations thereunder) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding shall survive the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement (as previously amended, restated or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered otherwise modified including in connection with the Original Fifth Amended and Restated Credit Agreement shall be deemed to refer Agreement) pursuant to this Agreement without further amendment of those Loan DocumentsAgreement.

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between its entirety. Each Borrower hereby agrees that (a) the parties thereto for that period of time ending on Indebtedness outstanding under the day prior to the effective date of this Agreement and all the parties to the Original Existing Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations Loan Documents (as defined in the Original Existing Credit Agreement; together with the Existing Credit Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Original Existing Credit Agreement Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that remain outstanding any such 127 prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by Agreement, the terms hereof. Without in any way limiting the terms loans of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations Lenders shall be outstanding on a ratable basis in accordance with their respective terms Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and the Security granted by it or a predecessor pursuant Borrowers to the Original Credit Agreement (the “Existing Security”) secures and continues request Borrowings from Lenders, to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement make prepayment of the Original loans under the Existing Credit Agreement by way Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Existing Credit Parties hereby irrevocably and unconditionally Documents entered into prior to the Effective Date (i) acknowledges, confirms and agrees that but excluding the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited GuaranteeCredit Agreement) and agree that such Existing Security and all other Loan Credit Documents continue to which it is a party remains in full force and effect, and continues to constitute be legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and terms (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references except to the “Credit Agreement” contained in the Loan Documents delivered extent, amended, restated and superseded in connection with the Original transactions contemplated hereby). The Borrowers, jointly and severally, represent and warrant that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Existing Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan or any other Existing Credit Documents.. 128

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this AgreementEffective Date. The All Obligations (as defined in the Original Existing Credit Agreement) outstanding under the Original Existing Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way under this Agreement and, without limiting the terms foregoing, the Revolving Loans, Swingline Loans and Letters of Credit (each under and as defined in the Existing Agreement) shall be Revolving Loans, Swingline Loans and Letters of Credit, respectively, under this Agreement (with an Interest Period ending on the same day as the last day of the Original Credit “Interest Period” if any, under the Existing Agreement or and related thereto), and each Lender shall have the other Commitments with respect thereto as stated in this Agreement. The Lenders acknowledge and agree that such transfer of rights and interests under the Loan Documents, each Documents shall take place among the Lenders as of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant Effective Date to give effect to the Original Credit Agreement (Commitments set forth herein such that each Lender holds each Loan and has a participation in the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations LC Exposure and Swingline Exposure in accordance with their respective terms its Commitments hereunder. The Lenders and any Existing Lender which will not continue as a Lender hereunder (an “Exiting Lender”) will make such payments among themselves as directed by the Security granted by it or a predecessor pursuant Administrative Agent to give effect to the Original Credit Agreement (Commitments hereunder; provided that the “Existing Security”) secures and continues Borrowers shall be liable for any breakage costs under Section 2.16 in connection therewith. Nothing herein shall be interpreted to secure payment and performance constitute a novation or satisfaction of its respective the Obligations (as defined in this the Existing Credit Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement Obligations hereunder shall be deemed a continuation thereof and shall be entitled to refer to this Agreement without further amendment of those Loan Documentsthe same collateral with the same priority as the Obligations under and as defined in the Existing Credit Agreement.

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continuesthat, on the Closing Date, the following transactions shall be deemed to occur automatically, without novation, restates further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and consolidates the Original Credit restated in its entirety pursuant to this Agreement, (b) the Collateral Documents (as amended hereby, and reflects defined in the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and giving effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement any amendments thereto) and the rights Liens created thereunder in favor of Regions Bank as the Collateral Agent and/or the Administrative Agent and obligations of securing the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Existing Credit Agreement) outstanding under the Original Credit Agreement that ), shall remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges full force and confirms that all guarantees of effect with respect to the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continueand are hereby reaffirmed, (subject only to Section 7.03 in respect of the Aphria Limited Guaranteec) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and this Agreement). Notwithstanding the amendment and restatement Agreement shall not constitute a novation of such Obligations or any of the Original Credit Agreement by way rights, duties and obligations of the execution parties hereunder and delivery of this Agreement or (d) all references in the execution and delivery of any additional Loan other Credit Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that to the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of those Loan DocumentsSection 11.4 of the Existing Credit Agreement. All Revolving Loans (as defined in the Existing Credit Agreement) and Swingline Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall, as of the Closing Date, be deemed to be a borrowing of Revolving Loans and Swingline Loans, respectively, in an equivalent amount and with the same Interest Period (to the extent applicable for Adjusted LIBOR Rate Loans) hereunder as of the Closing Date and in connection therewith, the Administrative Agent, the Borrower and the Lenders hereby acknowledge and agree that the Revolving Commitments (as defined in the Existing Credit Agreement) in effect under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated to the Revolving Commitments set forth on Appendix A and the Revolving Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date have been reallocated as necessary to give effect to the Revolving Commitments, and such reallocations shall be effective on the Closing Date and do not require any Assignment and Assumption or any other action of any Person.

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree that this Agreement continues, without novation, restates and consolidates in its entirety the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original ABL Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by Agreement, the terms hereof. Without in any way limiting the terms and provisions of the Original ABL Credit Agreement or the other Loan Documentsshall, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant subject to the Original Credit Agreement (the “Existing Guarantees) continuethis Section 9.29, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a partysuperseded hereby. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original ABL Credit Agreement or this Agreement shall, and shall be deemed to to, refer to this Agreement. Notwithstanding the amendment and restatement of the Original ABL Credit Agreement by this Agreement, the Obligations of the Borrowers and the other Loan Parties outstanding under the Original ABL Credit Agreement and the other Loan Documents as of the Closing Date shall remain outstanding without further amendment novation and shall constitute continuing Obligations and shall continue as such to be secured by the Collateral. Such Obligations shall in all respects be continuing and this Agreement and the other Loan Documents shall not be deemed to evidence or result in a substitution, novation or repayment and reborrowing of those Loan Documentssuch Obligations which shall remain in full force and effect, except to any extent modified hereunder. The Liens securing payment of the Obligations under the Original ABL Credit Agreement, as amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Obligations. [Signature Pages Omitted] #94513555v35 EXHIBIT B EXHIBITS TO CREDIT AGREEMENT [Attached] #94588921v8 EXHIBIT A-1 [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable Requirements of Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(iv) of the Credit Agreement, (ii) without recourse to the Assignor and (iii) except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Amendment and Restatement. (a) On the Second Restatement Effective Date, the Existing ABL Collateral Agreement shall be amended and restated in its entirety by this Agreement. This Agreement shall not constitute a novation of the Existing ABL Collateral Agreement or any of the other Security Documents. The parties hereto acknowledge and agree that this Agreement continues, without novation, restates and consolidates (i) the Original Credit Agreement, grant by the Grantors of security interests in the Collateral (as amended and restated hereby) and by the Granting Parties of security interests in the Pledged Collateral (as amended and restated hereby), and reflects the entire agreement as currently constituted between the parties hereto with respect in each case, pursuant to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Existing ABL Collateral Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence was made as of the Closing Date (or as of such later date of this Agreement. The Obligations (as defined in the Original Credit Agreementon which a Grantor became a party thereto) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Existing ABL Collateral Agreement as contemplated hereby continues such grants, (ii) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in Existing ABL Collateral Agreement), which remain outstanding as of the Second Restatement Effective Date, (iii) the “Obligations” (as defined in Existing ABL Collateral Agreement) are in all respects continuing (as amended and restated hereby and by the Credit Agreement by way of and which are in all respects hereinafter subject to the execution terms herein) and delivery of this (iv) the Liens and security interests as granted under the Existing ABL Collateral Agreement or and the execution and delivery of any additional other applicable Loan Documents are in connection with this Agreement, each of the Credit Parties hereby irrevocably all respects continuing and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effecteffect and are reaffirmed hereby. To the extent applicable, the Grantors hereby acknowledge, confirm and agree that any financing statements, fixture filings, filings with the United States Patent and Trademark Office or the United States Copyright Office or other instrument similar in effect to the foregoing under applicable law covering all or any part of the Collateral previously filed in favor of the Collateral Agent under the Existing ABL Collateral Agreement are in full force and effect as of the Second Restatement Effective Date, and continues each Grantor ratifies its authorization for the Collateral Agent to constitute legalfile in any relevant jurisdictions any such financing statement, validfixture filing, binding covenants, agreements, obligations and liabilities filing or other instrument relating to all or any part of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references Collateral if filed prior to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan DocumentsSecond Restatement Effective Date.

Amendment and Restatement. It is the intention of each of the parties hereto that the Pre-Petition Second Lien Credit Agreement be amended and restated in its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests and Liens securing indebtedness and obligations under the Pre-Petition Second Lien Credit Agreement and that all Indebtedness and obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall continue to be secured by the Liens and security interests evidenced under the Loan Documents and that this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Pre-Petition Second Lien Credit Agreement. Without limiting the generality of the foregoing, each Loan Party hereby confirms, ratifies and reaffirms (a) its liabilities, guarantees, indebtedness and obligations under the Pre-Petition Second Lien Credit Agreement, as amended and restated hereby, and (b) the Liens and security interests granted or purported to be granted pursuant to the Loan Documents (as defined in the Pre-Petition Second Lien Credit Agreement), as amended and restated as contemplated by the Loan Documents. The parties hereto further acknowledge and agree that this Agreement continues, without novation, restates and consolidates constitutes an amendment of the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Pre-Petition Second Lien Credit Agreement remains made under and in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder accordance with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of Section 12.02 of the Original Pre-Petition Second Lien Credit Agreement or the other Loan DocumentsAgreement. In addition, unless specifically amended hereby, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Pre-Petition Second Lien Credit Agreement; from and continues to constitute legalafter the Effective Date, valid, binding covenants, agreements, obligations and liabilities any reference in any of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan DocumentsAgreement.

Amendment and Restatement. (a) On the Restatement Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement continuesAgreement, without any Notes delivered pursuant to Section 2.10(f) and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, restates payment and consolidates reborrowing, refinancing or termination of the Original Credit Agreement, as amended hereby, and reflects obligations under the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains as in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all Restatement Date; (ii) the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations “Loans” (as defined in the Original Existing Credit Agreement) outstanding under have not become due and payable prior to the Original Restatement Date as a result of the amendment and restatement of the Existing Credit Agreement that remain outstanding Agreement; (iii) such obligations are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iv) upon the effectiveness of this Agreement shall constitute Obligations all loans and letters of credit outstanding under the Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder governed by on the terms hereof. Without and conditions set forth in any way limiting this Agreement; and (v) the terms of Liens granted under the Original Existing Credit Agreement or and the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations Collateral Documents (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 Credit Agreement) securing payment of such obligations are in respect of the Aphria Limited Guarantee) all respects ratified, confirmed, and Existing Security continuing and all other Loan Documents to which it is a party remains in full force and effect, without interruption or impairment of any kind, after giving effect to this Agreement and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents and the transactions contemplated hereby and shall continue to which it is a party. All references secure the Obligations (as defined herein) except to the “Credit Agreement” contained in extent such Collateral Documents are amended, restated, modified or otherwise supplemented on the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.Restatement Date. 155

Amendment and Restatement. The On the Restatement Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). Except as set forth on Schedule 9.18, the amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. It is the intention of each of the parties hereto acknowledge that the Existing Credit Agreement be amended and agree restated hereunder so as to preserve the perfection and priority of all Liens securing the “Secured Obligations” under the Loan Documents and that all “Secured Obligations” of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement continues, without novation, restates does not constitute a novation or termination of the Indebtedness and consolidates obligations existing under the Original Existing Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, . The terms and conditions pursuant of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the obligations incurred under the Existing Credit Agreement. This amendment and upon which restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the Lenders Loan Documents shall provide the Facilities, and that the Original Credit Agreement remains continue in full force and effect without novation as between and, from and after the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and Restatement Effective Date, all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement therein shall be deemed to refer to this Agreement without further amendment of those Loan DocumentsAgreement.

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continues, without novation, amends and restates and consolidates each of the Original Credit Agreement, as amended hereby, and reflects Existing Collateral Documents in its entirety. It is the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations intent of the parties hereto under that this Agreement commence as neither constitute a novation of the date Secured Obligations and liabilities existing under the Existing Collateral Documents nor evidence the termination of this Agreementsuch obligations and liabilities but be, to the fullest extent applicable, a modification, renewal, confirmation and extension of such Existing Collateral Documents. The Obligations (as defined parties hereto acknowledge that the Liens, security interests and other interests in the collateral covered by the Existing Collateral Agreement (hereinafter the “Original Credit AgreementCollateral”) outstanding granted under the Existing Collateral Documents shall remain legal, valid, binding and enforceable with regard to such Original Credit Agreement that remain outstanding upon Collateral, except to the extent of any Original Collateral expressly released from such Liens, security interests and other interests by the Existing Collateral Agent prior to the effectiveness of this Agreement shall constitute Obligations hereunder governed by (the terms hereof. Without in any way limiting the terms of “Released Collateral” and, the Original Credit Agreement or Collateral excluding the other Loan DocumentsReleased Collateral, each of the Credit Parties (as defined herein) “Existing Collateral”). Each Grantor hereby acknowledges and confirms the continuing existence and effectiveness of such Liens, security interests, and other interests in the Existing Collateral granted under the Existing Collateral Documents and further agrees that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or and the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents shall not in any way release, diminish, impair, reduce or otherwise affect such Liens, security interests and other interests in the Existing Collateral granted under the Existing Collateral Documents. The parties hereto acknowledge that the Liens, security interests and other interests in the Existing Collateral shall continue to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with exist under and be bound evidenced by each this Agreement. On and every covenantafter the date hereof, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All all references to the “Credit Agreement” contained any Existing Collateral Document (or to any amendment or any amendment and restatement thereof) in the Loan Documents delivered in connection with the Original Credit Agreement or any related document (other than this Agreement) shall be deemed to refer to this Agreement without further such Existing Collateral Document, as amended and restated hereby. This amendment of those Loan Documentsand restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar.

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continues(a) On the Closing Date, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains shall be amended and restated in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of its entirety by this Agreement and (a) all the parties references to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of in any Loan Document other than this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined including in the Original Credit Agreementany amendment, waiver or consent) outstanding under shall be deemed to refer to the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in as amended and restated hereby, (b) all references to any way limiting the terms section (or subsection) of the Original Credit Agreement or the other in any Loan Documents, each of the Credit Parties Document (as defined but not herein) acknowledges shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement, (c) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and confirms that all guarantees reimbursement of the Obligations by the Credit Parties granted pursuant fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated hereby and (the “Existing Guaranteesd) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Loan Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect reaffirms all of its obligations under each of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms acknowledges and agrees to performthat subsequent to, observeand taking into account all of the terms and conditions of the Agreement, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents Document to which it is a partyparty shall remain in full force and effect in accordance with the terms thereof. All references to the “Credit Agreement” contained in Each of the Loan Documents delivered Parties, Lenders and Issuing Banks acknowledges and agrees that (A) all Letters of Credit issued under and as defined in connection with the Original Credit Agreement and outstanding as of the Closing Date shall be deemed to refer to continue as Letters of Credit under this Agreement, (B) all Hedging Obligations under and as defined in the Original Credit Agreement that remain outstanding as of the Closing Date shall continue as Hedging Obligations under this Agreement without further amendment and (C) all Banking Services Obligations under and as defined in the Original Credit Agreement that remain outstanding as of those Loan Documentsthe Closing Date shall continue as Banking Services Obligations under this Agreement. This Agreement is not intended to constitute, and does not constitute, a novation of the obligations and liabilities under the Original Credit Agreement (including the Obligations) or to evidence payment of all or any portion of such obligations and liabilities.

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Prepetition Credit Agreement remains in full force and effect without novation as between its entirety. The Borrower hereby agrees that (a) the parties thereto for that period of time ending on Debt outstanding under the day prior to the effective date of this Agreement and all the parties to the Original Prepetition Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations Loan Documents (as defined in the Original Prepetition Credit Agreement; together with the Prepetition Credit Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. The Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Original Existing Credit Agreement Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that remain outstanding any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by Agreement, the terms hereof. Without in any way limiting the terms loans of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations Lenders shall be outstanding on a ratable basis in accordance with their respective terms Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and the Security granted by it or a predecessor pursuant Borrower to the Original Credit Agreement (the “Existing Security”) secures and continues request Borrowings from Lenders, to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement make prepayment of the Original loans under the Existing Credit Agreement by way Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Existing Credit Parties hereby irrevocably and unconditionally Documents entered into prior to the Closing Date (i) acknowledges, confirms and agrees that but excluding the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited GuaranteePrepetition Credit Agreement) and agree that such Existing Security and all other Loan Credit Documents continue to which it is a party remains in full force and effect, and continues to constitute be legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and terms (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references except to the “Credit Agreement” contained in the Loan Documents delivered extent, amended, restated and superseded in connection with the Original transactions contemplated hereby). The Borrower hereby represents and warrants that, as of the Closing Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Prepetition Credit Agreement shall be deemed to refer to or any other Existing Credit Documents. The parties hereto have caused this Agreement without further amendment to be duly executed as of those Loan Documentsthe day and year first above written. XXXXXXXX RESOURCES AMERICA INC., as Borrower By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer XXXXXXXX RESOURCES US INC., as Parent By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer ALBANY SERVICES, L.L.C. AMADEUS PETROLEUM INC. T-N-T ENGINEERING, INC. XXXXXXXX RESOURCES INTERMEDIATE INC. LNR AMERICA INC., as Guarantors By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: President Signature Page to the Amended and Restated Credit Agreement EAGLEFORD GAS, LLC EAGLEFORD GAS 2, LLC EAGLEFORD GAS 3, LLC EAGLEFORD GAS 4, LLC EAGLEFORD GAS 5, LLC EAGLEFORD GAS 6, LLC EAGLEFORD GAS 7, LLC EAGLEFORD GAS 8, LLC EAGLEFORD GAS 10, LLC LA SALLE EAGLE FORD GATHERING LINE LLC XXXXXXXX BR DISPOSAL LLC XXXXXXXX OPERATING, LLC XXXXXXXX RESOURCES, INC. POPLAR ENERGY, LLC as Guarantors By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer EAGLEFORD GAS 11, LLC By: XXXXXXXX RESOURCES, INC., its sole member By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: Chief Executive Officer Signature Page to the Amended and Restated Credit Agreement ADMINISTRATIVE AGENT: CITIBANK, N.A. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President LENDER: CITIBANK, N.A. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President SOLE LEAD ARRANGER: CITIBANK, N.A. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President LENDER: ABN AMRO CAPITAL USA LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Signature Page to the Amended and Restated Credit Agreement LENDER: BARCLAYS BANK PLC By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director Signature Page to the Amended and Restated Credit Agreement LENDER: COMERICA BANK By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President Signature Page to the Amended and Restated Credit Agreement LENDER: FIFTH THIRD BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Signature Page to the Amended and Restated Credit Agreement LENDER: IBERIABANK, A DIVISION OF FIRST HORIZON By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President Signature Page to the Amended and Restated Credit Agreement LENDER: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Officer Signature Page to the Amended and Restated Credit Agreement LENDER: OCM ENGY HOLDINGS, LLC By: Oaktree Fund GP, LLC Its: Manager By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory By: /s/ Jordan Mikes Name: Jordan Mikes Title: Authorized Signatory Signature Page to the Amended and Restated Credit Agreement LENDER: TRUIST BANK By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President

Amendment and Restatement. The parties hereto acknowledge This Agreement constitutes an amendment and agree that restatement of the Existing Credit Agreement and the Existing Guaranty Agreement and as such, except for the indebtedness and other than obligations provided for in the Existing Credit Agreement (which indebtedness and obligations shall survive, be renewed, extended and restated by the terms of this Agreement), all terms and provisions of this Agreement continuessupersede in their entirety the terms and provisions of the Existing Credit Agreement and the Existing Guaranty Agreement in their entirety. This Agreement is not intended as and shall not be construed as a release or novation of any or all of the obligations and liabilities existing under the Existing Credit Agreement, without novationthe Existing Guaranty Agreement and the “Loan Documents” (as defined in the Existing Credit Agreement). Any reference to “Existing Guaranty Agreement", restates “Guaranty Agreement” or the terms thereof in any of the Loan Documents shall automatically be deemed to be a reference to the applicable language in Article X hereof. Notwithstanding anything herein to the contrary, in no event shall the Liens securing the Existing Credit Agreement or the obligations thereunder be deemed affected hereby, it being the intent and consolidates agreement of the Original Credit Parties that, except as otherwise provided in the Loan Documents, the Liens on the Collateral (as defined in the Existing Credit Agreement) granted to secure the obligations of the Credit Parties in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), shall not be extinguished and shall remain valid, binding and enforceable securing the obligations under the Existing Credit Agreement, as amended and restated hereby, and reflects . Each of the entire agreement as currently constituted between the parties Borrowers party hereto with respect that were not party to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force hereby (a) acknowledges and effect without novation as between the parties thereto agrees that (i) it is a Credit Party and a Loan Party for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations purposes of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of including the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Intercreditor Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifiesthe term “Borrower” when used in the Intercreditor Agreement in the context of Credit Agreement provisions includes such Borrower as the context may require, confirms and agrees (b) agrees, acknowledges and consents to performthe matters set forth in the Acknowledgment of and Consent and Agreement to Intercreditor and Collateral Agency Agreement attached to the Intercreditor Agreement as if such Borrower were an original party thereto. Notwithstanding the foregoing, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing no Designated Borrower that is a Foreign Subsidiary is granting a security interest in its assets to secure any obligations under this Agreement or created by any other Loan Documents. Each lender party to the Existing Guarantees and Existing Security and other Loan Documents to which it Credit Agreement that is not a party. All references to the “Credit Agreement” contained party this Agreement shall have been paid in the Loan Documents delivered in connection full with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment proceeds of those Loan Documentsthe funding on the Closing Date.

Amendment and Restatement. The parties hereto acknowledge This Agreement shall become effective on the Effective Date and agree shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this Agreement continues(the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without novationlimitation, restates participations in respect of all Swing Loans and consolidates Letters of Credit) to be made in accordance with the Original respective Revolving Credit AgreementCommitments of the Lenders from time to time party to this Agreement as provided herein. All references made to the Existing Credit Agreement in any Credit Document or in any other instrument or document shall, as amended herebywithout more, be deemed to refer Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and reflects the entire agreement as currently constituted between Restated Multicurrency Credit Agreement IN WITNESS WHEREOF, the parties hereto with respect have caused their duly authorized officers to the arrangements, terms execute and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of deliver this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreementfirst above written. The Obligations (XXXXX LANG LASALLE FINANCE B.V. By /s/ Xxxxxxx Xxxxxxxxx Vroegop_______ Title Director XXXXX LANG LASALLE INCORPORATED, as defined in the Original Credit Agreement) outstanding under the Original Guarantor By /s/ Xxxxx X. Xxxxxx Title Executive V.P. & Global Treasurer XXXXX LANG LASALLE CO-INVESTMENT, INC., as Guarantor By /s/ Xxxxx X. Xxxxxx Title Vice President & Treasurer XXXXX LANG LASALLE INTERNATIONAL, INC., as Guarantor By /s/ Xxxxx X. Xxxxxx Title Vice President & Treasurer LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By /s/ Xxxxxxx Xxxxxxxx Title CFO Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan DocumentsXXXXX LANG LASALLE AMERICAS, each of the Credit Parties (INC., as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continueGuarantor By /s/ Xxxxx X. Xxxxxx Title Executive V.P. & Treasurer XXXXX LANG LASALLE LIMITED, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this AgreementGuarantor By /s/ Xxxxx Xxxxxxxxxxx Title Attorney-in-Fact XXXXX LANG LASALLE GMBH, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledgesas Guarantor By /s/ Xxxxx X. Xxxxxx Title Attorney-in-Fact XXXXX LANG LASALLE NEW ENGLAND LLC, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effectas Guarantor By /s/ Xxxxx X. Xxxxxx Title Executive V.P. & Global Treasurer XXXXX LANG LASALLE BROKERAGE, and continues to constitute legalINC., valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.as Guarantor By /s/ Xxxxx X. Xxxxxx Title Treasurer

Amendment and Restatement. The parties hereto acknowledge 26 THIS AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT (this "Guarantee Agreement") is dated as of October 28, 2002 among TWELVEPOLE CREEK, LLC, a Delaware limited liability company (the "Guarantor") and agree BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for the Lenders (as defined below) under the Credit Agreement (as defined below). Reference is made to that this Agreement continues, without novation, restates certain Second Amended and consolidates the Original Restated Credit Agreement, dated as amended herebyof the Restructuring Effective Date (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Orion Power MidWest, L.P. (the "Borrower"), Banc of America Securities LLC and BNP Paribas, as lead arrangers (the "Lead Arrangers") and joint book runners, the financial institutions from time to time signatories thereto (the "Lenders"), Bank of America, N.A., as Issuing Bank, the Administrative Agent, BNP Paribas, as syndication agent, and reflects the entire agreement The Bank of Nova Scotia, Mizuho Corporate Bank, Ltd, and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as currently constituted between the parties hereto with respect to the arrangementsdocumentation agents, terms and conditions pursuant to and upon which the Lenders shall provide the Facilitieshave agreed to renew, modify and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior extend credit to the effective date of this Agreement Borrower upon the terms and all the parties subject to the Original conditions set forth therein. Terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations principles of construction set forth in Section 1.04 of the parties hereto under this Credit Agreement commence as of shall apply hereto. In the date event any conflict between the terms of this Agreement. The Obligations (as defined in Guarantee Agreement and the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting , the terms of the Original Credit Agreement or the other Loan Documents, each shall prevail. The obligations of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by Lenders to continue to extend credit under the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continueare conditioned on, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of among other things, the execution and delivery by the Guarantor of this a Guarantee Agreement or in the execution and delivery of any additional Loan Documents in connection with this Agreement, each form hereof. The proceeds of the credit extended to the Borrower under the Credit Parties Agreement will, in part, enable the Borrower to provide Twelvepole with working capital pursuant to the Twelvepole Intercompany Working Capital Note. As a Subsidiary, the Guarantor acknowledges that it will derive substantial benefits from the extension of credit to the Borrower under the Credit Agreement. As consideration therefor and in order to induce the Lenders to make Loans and continue to issue the Letters of Credit, the Guarantor is willing to execute and deliver this Guarantee Agreement. Accordingly, the Guarantor, intending to be legally bound, hereby irrevocably and unconditionally (i) acknowledgesagrees with the Administrative Agent, confirms and agrees that for the Existing Guarantees (subject only to Section 7.03 in respect ratable benefit of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effectSecured Parties, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.as follows:

Amendment and Restatement. It is the intention of each of the parties hereto that (i) the Existing Credit Agreement be amended and restated pursuant to this Agreement so as to preserve the continuing perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement and that all Indebtedness and Secured Obligations of the Borrowers and their Subsidiaries hereunder shall be secured by the Loan Documents, (ii) this Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement, (iii) the effectiveness of this Agreement will not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or release or discharge of any Guarantee thereof and (iv) the Lenders and the other Secured Parties are entitled to and have the continuing benefit of the security interests granted pursuant to the Security Documents, whenever executed. The parties hereto further acknowledge and agree that this Agreement continuesconstitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 10.01 of the Existing Credit Agreement. In addition, without novationunless specifically amended hereby or in a separate writing executed by the Administrative Agent, restates each of the Loan Documents, the Annexes, Exhibits and consolidates Schedules to the Original Existing Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains continue in full force and effect without novation as between and, from and after the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and Restructuring Closing Date, all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement therein shall be deemed to refer to this Agreement, it being understood that certain Annexes, Exhibits and Schedules to the Existing Credit Agreement without further amendment are being amended and restated pursuant to, or are being omitted from, this Agreement, in each case solely to the extent expressly indicated on the Table of those Loan DocumentsContents of this Agreement and as evidenced by such amended and restated Annexes, Exhibits and Schedules attached hereto.

Amendment and Restatement. The parties hereto acknowledge (a) On the Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Effective Date) shall continue to exist under and be evidenced by this Agreement continuesand the other Loan Documents, without novation, restates and consolidates (ii) the Original Borrower shall pay any breakage costs incurred on the Effective Date under Section 5.02 of the Existing Credit Agreement, as amended hereby, (iii) the Existing Credit Agreement shall continue to evidence the representations and reflects warranties made by the entire agreement as currently constituted between the parties hereto with respect Borrower prior to the arrangementsEffective Date, terms (iv) except as expressly stated herein or amended, the other Loan Documents are ratified and conditions pursuant to confirmed as remaining unmodified and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between with respect to all Secured Obligations, (v) the parties thereto for that period of time ending on Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the day Existing Credit Agreement prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time Effective Date (including any failure, prior to the effective date Effective Date, to comply with the covenants contained in the Existing Credit Agreement), and (vi) the Existing Letters of this Agreement and the rights and obligations of the parties hereto Credit shall be deemed to be issued under this Agreement commence as of the date of this Agreement. The Obligations (amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Original Credit Agreement) outstanding under the Original Existing Credit Agreement that remain outstanding upon existing prior to the effectiveness of this Effective Date. This Agreement shall constitute Obligations hereunder governed by the terms hereof. Without is not in any way limiting the terms intended to constitute a novation of the Original obligations and liabilities existing under the Existing Credit Agreement or the other Loan Documents, each evidence payment of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees or any portion of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, such obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documentsliabilities.

Amendment and Restatement. The It is intended by the parties hereto acknowledge that (a) all obligations of the parties under the Existing Credit Agreement shall continue to exist under and agree that be evidenced by this Agreement continuesand the other Loan Documents; and (b) except as expressly stated herein or amended hereby, without novation, restates and consolidates the Original Existing Credit Agreement, the Guaranty and each Issuer Document are ratified and confirmed as amended hereby, remaining unmodified and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to all obligations thereunder; it being understood that period of time prior to it is the effective date of this Agreement and the rights and obligations intent of the parties hereto under that this Agreement commence as does not constitute a novation of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreementsrights, obligations and liabilities of the respective parties existing under the Existing Credit Agreement and such Credit Partyrights, enforceable against it by the Agent in accordance with their respective termsobligations and liabilities shall continue and remain outstanding, and that this Agreement amends, restates and replaces in its entirety the Existing Credit Agreement. On the Restatement Signing Date, (i) the Guaranty and each Issuer Document that was in effect immediately prior to the Restatement Signing Date shall continue to be effective, (ii) ratifiesunless the context otherwise requires, confirms and agrees any reference to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” Agreement contained in the any Loan Documents delivered in connection with the Original Credit Agreement Document shall be deemed to refer to this Agreement without further amendment and any reference to the Loans or Obligations shall be deemed to refer to the Loans and Obligations under this Agreement, (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of those each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order for each Lender’s credit exposure and outstanding Loans hereunder to reflect such Lender’s Total Pro Rata Share thereof on the Restatement Signing Date and (iv) the Existing Loans, if any, of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder. Each Lender and Departing Lender hereby waives any right to prior notice of the termination or reduction of its “Commitments” under, or prepayment of its “Loans” under, the Existing Credit Agreement. Prior to the Restatement Signing Date, all Loan DocumentsDocuments (as defined in the Existing Credit Agreement) shall remain in full force in effect in accordance with their existing terms.

Amendment and Restatement. On the Restatement Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. It is the intention of each of the parties hereto acknowledge that the Existing Credit Agreement be amended and agree restated hereunder so as to preserve the perfection and priority of all Liens securing the Secured Obligations under the Loan Documents and that all Secured Obligations of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced under the Security Documents, and that this Agreement continues, without novation, restates does not constitute a novation or termination of the Indebtedness and consolidates obligations existing under the Original Existing Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, . The terms and conditions pursuant of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall 178 apply to all of the obligations incurred under the Existing Credit Agreement. This amendment and upon which restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the Lenders Loan Documents shall provide the Facilities, and that the Original Credit Agreement remains continue in full force and effect without novation as between and, from and after the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and Restatement Effective Date, all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement therein shall be deemed to refer to this Agreement without further amendment Agreement. 179 ANNEX B See attached. Schedule 1.01(a) Approved Dealers and Approved Pricing Services APPROVED DEALERS Antares Capital Ares Management BNP Paribas SA Bank of those America Xxxxxxx Xxxxx Barclays Bank PLC BMO Capital Markets Bank of NY Mellon (BNYM Capital Markets) BTIG LLC Cantor Xxxxxxxxxx & Co. Citigroup Global Markets Inc. Citicorp Securities Services, Inc. Credit Agricole Credit Suisse Securities (USA) LLC Daiwa Capital Markets America Inc. Deutsche Bank Securities Inc. FBR Capital Markets & Co. Fidelity Brokerage Services LLC Fifth Third Bank Xxxxxxx, Sachs & Co. Xxxxx Capital Guggenheim Securities LLC HSBC Securities (USA) Inc. Imperial Capital LLC ING Financial Markets LLC Xxxxxxxxx & Company, Inc. X.X. Xxxxxx Securities Inc. Lazard Ltd. Macquarie Capital USA Inc. Mitsubishi UFJ Securities USA Inc. Mizuho Securities USA Inc. Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx Securities International, Inc. RBC Capital Markets RBS Securities Inc. XX Xxxxx Scotia Bank Societe General SunTrust Banks UBS Financial Services Inc. UBS Securities LLC Xxxxx Fargo Advisors, LLC Xxxxx Fargo Securities, LLC Xxxxx Fargo Investments, LLC APPROVED PRICING SERVICES Bloomberg ICE Data Services Interactive Data Corporation International Data Corporation Reuters Loan Documents.Pricing Corporation Markit Group Limited Schedule 1.01(b) Commitments On file with the Administrative Agent. Schedule 1.01(c) [Intentionally Omitted] Schedule 1.01(d) Eligibility Criteria

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continuesthat, on the Effective Date, the following transactions shall be deemed to occur automatically, without novation, restates further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and consolidates the Original restated in its entirety pursuant to this Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and ; (b) all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Existing Credit Agreement) owing to any Lender that was a lender under the Existing Credit Agreement shall be deemed to be Obligations outstanding hereunder and this Credit Agreement shall not constitute a novation of such Obligations or any of the rights, duties and obligations of the parties hereunder; (c) the Guaranty Obligations (as defined in the Existing Credit Agreement) of the Guarantors (as defined in the Existing Credit Agreement) in favor the Secured Parties pursuant to the Existing Credit Agreement shall remain in full force and effect with respect to the Guaranteed Obligations and are hereby reaffirmed; (d) all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Original Existing Credit Agreement that remain on the Effective Date shall be deemed to be Letters of Credit outstanding upon on the effectiveness Effective Date under this Credit Agreement (or shall be backstopped by, Letters of Credit issued under this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or cash collateralized in a manner satisfactory to the issuing banks thereof); and (e) all references in the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant Documents to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment to this Credit Agreement. The parties hereto further acknowledge and agree that this Credit Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of those Loan Documents.Section 11.6

Amendment and Restatement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuers, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; and (d) the security interests and Liens in favor of Cadence Bank, as administrative agent for the benefit of the holders of the obligations under the Existing Credit Agreement, created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Closing Date, (i) the Loan Parties shall prepay any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the revised Commitments as of the Closing Date, and (ii) the credit extensions and commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Commitments of the Lenders shall be as set forth on Schedule 1.01(b). The parties hereto further acknowledge and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect constitutes an amendment to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains made under and in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder accordance with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each Section 11.01 of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.. 118 119

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree restates in its entirety the 2018 Credit Agreement; and the Loan Parties confirm that this Agreement continues, without novation, restates and consolidates the Original 2018 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as amended herebyall such capitalized terms are defined in the 2018 Credit Agreement) have at all times, since the date of the execution and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangementsdelivery of such documents, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains remained in full force and effect without novation and continued to secure such obligations which are continued as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement Obligations hereunder as amended hereby; and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations such Collateral (as defined in the Original 2018 Credit Agreement) outstanding under shall continue to secure the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder. The Loans hereunder governed by the terms hereof. Without in any way limiting the terms are a continuation of the Original Loans under (and as such terms are defined in) the 2018 Credit Agreement or Agreement. The Loan Parties, the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms Administrative Agent and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures Lenders acknowledge and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding agree that the amendment and restatement of the Original 2018 Credit Agreement by way this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the execution and delivery of this Agreement Loan Documents (as defined in the 2018 Credit Agreement) or the execution obligations, loans, liabilities, or indebtedness under the 2018 Credit Agreement and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it (as such term is a party remains in full force defined therein) thereunder or the collateral security therefor and effect, this Agreement and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents are entitled to which it is a party. All references all rights and benefits originally pertaining to the “2018 Credit Agreement” contained in Agreement and the other Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.(as such term is defined therein). [Signature Pages Intentionally Omitted] SCHEDULES TO AMENDED AND RESTATED CREDIT AGREEMENT [See attached] Exhibit 1.1(G)(1) Guarantor Joinder [See attached] Exhibit 8.3.3 Quarterly Compliance Certificate [See attached]

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains in full force and effect without novation as between its entirety. Each Borrower hereby agrees that (a) the parties thereto for that period of time ending on Indebtedness outstanding under the day prior to the effective date of this Agreement and all the parties to the Original Existing Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations Loan Documents (as defined in the Original Existing Credit Agreement; together with the Existing Credit Agreement, the “Existing Credit Documents”) and all accrued and unpaid interest thereon and (b) all accrued and unpaid fees under the Existing Credit Documents, shall be deemed to be outstanding under and governed by this Agreement. Each Borrower hereby acknowledges, warrants, represents and agrees that this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Original Existing Credit Agreement Documents. Each Lender which is a Lender under the Existing Credit Documents hereby waives any requirements for notice of prepayment, minimum amounts of prepayments of the loans thereunder, ratable reductions of the commitments of Lenders under the Existing Credit Documents and ratable payments on account of the principal or interest of any loan under the Existing Credit Documents to the extent that remain outstanding any such prepayment, reductions or payments are required to ensure that, upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by Agreement, the terms hereof. Without in any way limiting the terms loans of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations Lenders shall be outstanding on a ratable basis in accordance with their respective terms Applicable Percentage. Each Lender hereby authorizes the Administrative Agent and the Security granted by it or a predecessor pursuant Borrowers to the Original Credit Agreement (the “Existing Security”) secures and continues request Borrowings from Lenders, to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement make prepayment of the Original loans under the Existing Credit Agreement by way Documents and to reduce the commitments under the Existing Credit Documents among Lenders in order to ensure that, upon the effectiveness of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, the loans of Lenders shall be outstanding on a ratable basis in accordance with their respective Applicable Percentage. The parties hereto confirm, ratify and reaffirm each of the Existing Credit Parties hereby irrevocably and unconditionally Documents entered into prior to the Effective Date (i) acknowledges, confirms and agrees that but excluding the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited GuaranteeCredit Agreement) and agree that such Existing Security and all other Loan Credit Documents continue to which it is a party remains in full force and effect, and continues to constitute be legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and terms (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references except to the “Credit Agreement” contained in the Loan Documents delivered extent, amended, restated and superseded in connection with the Original transactions contemplated hereby). The Borrowers, jointly and severally, represent and warrant that, as of the Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of any Guarantor) under the Existing Credit Agreement shall be deemed to refer to this Agreement without further amendment or any other Existing Credit Documents. Amended and Restated Schedule 2.01 (As of those Loan Documents.the Fifth Amendment Effective Date) Commitments LENDERS MAXIMUM REVOLVING CREDIT AMOUNT PRO RATA SHARE BOKF, NA DBA BANK OF OKLAHOMA $35,000,000.00 100.000000000% TOTALS $35,000,000.00 100.000000000% Amended and Restated Schedule 3.19 Swap Agreements (As of the Fifth Amendment Effective Date) Unit Corp Gas Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2022 - 12/31/2022 35,000 Mmbtu/day Collar $ 2.500 $ 2.680 NYMEX Xxxxx Hub 10/1/2022 - 12/31/2022 5,000 Mmbtu/day Swap $ 2.605 NYMEX Xxxxx Hub 10/1/2022 - 10/31/2022 430,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 11/1/2022 - 11/30/2022 310,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 12/1/2022 - 12/31/2022 900,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 11/1/2022 - 12/31/2022 25,000 Mmbtu/day Swap $ (0.165) PEPL Basis 1/1/2023 - 12/31/2023 22,000 Mmbtu/day Swap $ 2.456 NYMEX Xxxxx Hub 1/1/2023 - 1/31/2023 930,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 100 2/1/2023 - 2/28/2023 700,000 Mmbtu Swap $ 9.14 NYMEX Xxxxx Hub 1/1/2023 - 3/31/2023 25,000 Mmbtu/day Swap $ (0.165) PEPL Basis Unit Corp Oil Xxxxxx Date Volume Type Floor Cap Swap Exchange 10/1/2022 - 12/31/2022 2,300 Bbls/day Swap $ 42.25 NYMEX WTI 10/1/2022 - 10/31/2022 17,400 Bbls Swap $ 103.98 NYMEX WTI 11/1/2022 - 11/30/2022 14,500 Bbls Swap $ 103.98 NYMEX WTI 12/1/2022 - 12/31/2022 13,600 Bbls Swap $ 103.98 NYMEX WTI 1/1/2023 - 12/31/2023 1,300 Bbls/day Swap $ 43.60 NYMEX WTI 1/1/2023 - 1/31/2023 42,500 Bbls Swap $ 95.40 NYMEX WTI 2/1/2023 - 2/28/2023 36,500 Bbls Swap $ 95.40 NYMEX WTI 101 Amended and Restated Schedule 6.13(j) Excluded Property

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree that this Agreement continues, without novation, restates and consolidates in its entirety the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original ABL Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by Agreement, the terms hereof. Without in any way limiting the terms and provisions of the Original ABL Credit Agreement or the other Loan Documentsshall, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant subject to the Original Credit Agreement (the “Existing Guarantees) continuethis Section 9.29, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a partysuperseded hereby. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original ABL Credit Agreement or this Agreement shall, and shall be deemed to to, refer to this Agreement. Notwithstanding the amendment and restatement of the Original ABL Credit Agreement by this Agreement, the Obligations of the Borrowers and the other Loan Parties outstanding under the Original ABL Credit Agreement and the other Loan Documents as of the Closing Date shall remain outstanding without further amendment novation and shall constitute continuing Obligations and shall continue as such to be secured by the Collateral. Such Obligations shall in all respects be continuing and this Agreement and the other Loan Documents shall not be deemed to evidence or result in a substitution, novation or repayment and reborrowing of those Loan Documentssuch Obligations which shall remain in full force and effect, except to any extent modified hereunder. The Liens securing payment of the Obligations under the Original ABL Credit Agreement, as amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Obligations. #94513555v35 [Signature Pages Omitted] #94513555v35 EXHIBIT B EXHIBITS TO CREDIT AGREEMENT [Attached] #94588921v8 EXHIBIT A-1 [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]1 hereunder are several and not joint.]2 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable Requirements of Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the Credit Agreement. Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(iv) of the Credit Agreement, (ii) without recourse to the Assignor and (iii) except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continuesthat, on the Effective Date, the following transactions shall be deemed to occur automatically, without novation, restates further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and consolidates restated in its entirety pursuant to this Agreement; (b) all Obligations under the Original Existing Credit Agreement, as amended hereby, Agreement outstanding on the Effective Date shall in all respects be continuing and reflects shall be deemed to be Obligations outstanding hereunder; (c) the entire agreement as currently constituted between the parties hereto with respect guaranties made pursuant to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains and related loan documents, shall remain in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period the Obligations and are hereby reaffirmed; (d) the Collateral Documents and the Liens created thereunder in favor of time prior Bank of America, for the benefit of the Guaranteed Creditors, shall remain in full force and effect with respect to the effective date Obligations and are hereby reaffirmed; (e) all Existing Letters of this Credit outstanding under the Existing Credit Agreement and on the rights and obligations Effective Date shall be deemed to be Letters of Credit outstanding on the parties hereto Effective Date under this Agreement; (f) all term loans outstanding under the Existing Credit Agreement commence as of on the date Effective Date, after giving effect to any prepayments thereof pursuant to Section 5.01(m) of this Agreement. The Obligations , shall be deemed to be Term A Loans made and outstanding on the Effective Date under this Agreement; and (as defined g) all references in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of those Loan DocumentsSection 11.01 of the Existing Credit Agreement.

Amendment and Restatement. The parties hereto acknowledge and agree that to this Agreement continuesagree that, without novation, restates upon (i) the execution and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between delivery by each of the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all (ii) satisfaction of the parties conditions set forth in Section 5.1., the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Effective Date shall, except to the Original Credit Agreement retain all rights extent expressly provided in Section 5.1., continue as between themselves thereunder with respect to that period of time prior to Loans and Obligations under (and shall be governed by the effective date of terms of) this Agreement and the rights other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the parties hereto Effective Date shall continue as Obligations under this Agreement commence and the other Loan Documents, (c) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s Revolving Credit Exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure hereunder reflects such Lxxxxx’s pro rata share of the aggregate Revolving Credit Exposure on the Effective Date, (d) each Borrower hereby agrees to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Term SOFR Loans or Daily SOFR Loans (or any “LIBOR Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 4.4. hereof and (e) the revolving loans previously made to the Borrower by the Departing Lenders under the Existing Credit Agreement which remain outstanding as of the date of this Credit Agreement shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), the Departing Lenders’ “Commitments” under the Existing Credit Agreement shall be terminated and no Departing Lender shall be a Lender hereunder. Each Departing Lender hereby acknowledges and agrees that upon the repaying in full in immediately available funds of the revolving loans previously made to the Borrower by such Departing Lender under the Existing Credit Agreement which remain outstanding as of the date hereof, together with any accrued and unpaid interest and fees thereon (including without limitation any applicable breakage fees), it is no longer a party to the Existing Credit Agreement and will not be a party to this Agreement; provided, however, that all provisions of the Existing Credit Agreement that, by their terms, survive the replacement of such Departing Lender, the termination of the commitments of such Departing Lender under the Existing Credit Agreement and the repayment, satisfaction or discharge of all of the Borrower Obligations (collectively, the “Departing Lender Repayment”) shall survive such Departing Lender Repayment, including without limitation the indemnities in favor of such Departing Lender set forth in the Existing Credit Agreement. The Obligations Notwithstanding anything in this Agreement or any other Loan Document to the contrary, interest on all “LIBOR Loans” outstanding immediately prior to the Effective Date shall continue to accrue and be paid based upon “LIBOR” applicable pursuant to the terms of the Existing Credit Agreement solely until the expiration of the current “Interest Period” (as defined in the Original Credit Agreement) outstanding under the Original Existing Credit Agreement that remain outstanding upon the effectiveness and taking into account any grace periods or extensions of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant such “Interest Period” approved prior to the Original Credit Agreement Effective Date) applicable thereto (the “Existing Guarantees) continueat which time such LIBOR Loans may be reborrowed as or converted to Base Rate Loans, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations Term SOFR Loans or Daily SOFR Loans in accordance with their respective terms Section 2.11.); provided, however, that from and after the Security granted by it or a predecessor pursuant Effective Date, the Applicable Margin to the Original Credit Agreement (the “Existing Security”) secures and continues be applied to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement LIBOR Loans shall be deemed to refer to this Agreement without further amendment of those Loan Documentsbased on the Applicable Margin for Term SOFR Loans and Daily SOFR Loans after the Effective Date.

Amendment and Restatement. The parties hereto acknowledge and agree that this This Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the constitutes an amendment and restatement of the Original Credit Agreement, dated as of February 10, 2020 (as amended or modified prior to the date hereof, the “Prior Credit Agreement”), to which certain of the parties hereto are subject. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Prior Credit Agreement by way of based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Effective Date, the credit facilities described in the Prior Credit Agreement or shall be amended, supplemented, modified and restated in their entirety by the execution facilities described herein, and delivery of any additional Loan Documents in connection with this Agreement, each all loans and other obligations of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities Borrower outstanding as of such Credit Party, enforceable against it by date under the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Prior Credit Agreement shall be deemed to refer be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Effective Date, reflect the Commitments of the Lenders hereunder. The parties hereto agree and acknowledge that certain Eurocurrency Loans are outstanding under the Prior Credit 104 Agreement as of the Effective Date. Such Eurocurrency Loans shall remain outstanding on and after the Effective Date and shall continue to this accrue interest hereunder at the Eurocurrency Rates applicable thereto until the expiry of the Interest Periods therefor. Such Loans shall not remain outstanding hereunder as Eurocurrency Loans after the expiry of such Interest Periods. No Eurocurrency Loans may be requested on and after the Effective Date. All terms, conditions and provisions set forth in the Prior Credit Agreement without further amendment governing Eurocurrency Loans are hereby incorporated by reference herein until the above-described Interest Periods expire. Thereafter, such terms, conditions and provisions shall be of those Loan Documents.no force and effect. 105

Amendment and Restatement. The parties hereto acknowledge Each Loan Party acknowledges and agree agrees that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect security interest granted to the arrangements, terms and conditions Collateral Agent pursuant to the Collateral Documents shall remain outstanding and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between and shall continue to secure the parties thereto for Obligations. Each party hereto acknowledges and confirms that period of time ending on (i) the day prior to Obligations represent, among other things, the effective date of this Agreement amendment, restatement, renewal, extension, consolidation and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations modification of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Loan Agreement) outstanding arising in connection with the Original Loan Agreement and other Loan Documents (as defined in the Original Loan Agreement); (ii) the Original Loan Agreement and the other Loan Documents (as defined in the Original Loan Agreement) and the collateral pledged thereunder shall secure, without interruption or impairment of any kind, all existing Obligations (as defined in the Original Loan Agreement) under the Original Credit Loan Agreement that remain outstanding upon and the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without other Loan Documents (as defined in any way limiting the terms of the Original Credit Agreement Loan Agreement) as amended, restated, renewed, extended, consolidated or modified hereunder and under the other Loan Documents, each together with all other Obligations; (iii) all Liens evidenced by the Collateral Documents are hereby ratified, confirmed and continued as modified, amended, or restated under the Loan Documents; and (iv) this Agreement is intended to restate, renew, extend, consolidate, amend, and modify the Original Loan Agreement in its entirety. Each party hereto intends that (i) the provisions of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Loan Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations other Loan Documents (as defined in this the Original Loan Agreement). Notwithstanding , to the amendment extent restated, renewed, extended, consolidated, amended, or modified hereby and restatement by the other Loan Documents, be hereby superseded and replaced by the provisions hereof and of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, Documents; and (ii) ratifiesby entering into and performing their respective obligations hereunder, confirms this transaction shall not constitute a novation and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under shall in no way adversely affect or created impair the priority of Liens granted by the Existing Guarantees and Existing Security and other Loan Documents to which it Collateral Documents. [The signature pages follow. The remainder of this page is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documentsintentionally left blank.]

Amendment and Restatement. The This Agreement amends and restates in its entirety the Original Agreement among the parties hereto acknowledge hereto. Upon the occurrence of the Effective Date, (a) the terms and agree that provisions of the Original Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement continuesand, without novationunless expressly stated to the contrary, restates and consolidates each reference to the Original Credit Agreement in any of the Transaction Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Original Agreement or the obligations and liabilities existing thereunder, (c) the commitment of each “Committed Purchaser” (as amended herebydefined in the Original Agreement) that is a party to the Original Agreement shall, on the Effective Date, automatically be deemed restated and reflects the entire agreement as currently constituted between the parties hereto only Commitments shall be those hereunder, (d) with respect to the arrangements, terms any date or time period occurring and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date Effective Date, the rights and obligations of this Agreement and all the parties to the Original Credit Agreement retain all rights shall be governed by the Original Agreement and the other Transaction Documents (as between themselves thereunder defined therein), and (e) with respect to that any date or time period of time prior to occurring and ending on or after the effective date of this Agreement and Effective Date, the rights and obligations of the parties hereto under shall be governed by this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or and the other Loan Documents, each of the Credit Parties Transaction Documents (as defined herein) acknowledges ). The liens, security interests and confirms that all guarantees other interests in the Seller Assets granted under the Original Agreement are and shall remain legal, valid, binding and enforceable to the extent also constituting Seller Assets hereunder. Each of the Obligations by parties hereto hereby acknowledge and confirm the Credit Parties continuing existence and effectiveness of such liens, security interests and other interests in such Seller Assets granted pursuant to under the Original Credit Agreement (the “Existing Guarantees) continueAgreement, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of further agree that the execution and delivery of this Agreement shall not in any way release, diminish, impair, reduce or the execution and delivery of any additional Loan Documents in connection with this Agreementotherwise affect such liens, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security security interests and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained interests in the Loan Documents delivered in connection with such Seller Assets granted under the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.Agreement. 753697831

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree restates in its entirety the 2014 Credit Agreement; and the Loan Parties confirm that this Agreement continues, without novation, restates and consolidates the Original 2014 Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as amended herebyall such capitalized terms are defined in the 2014 Credit Agreement) have at all times, since the date of the execution and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangementsdelivery of such documents, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains remained in full force and effect without novation and continued to secure such obligations which are continued as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement Obligations hereunder as amended hereby; and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations such Collateral (as defined in the Original 2014 Credit Agreement) outstanding under shall continue to secure the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder. The Loans hereunder governed by the terms hereof. Without in any way limiting the terms are a continuation of the Original Loans under (and as such terms are defined in) the 2014 Credit Agreement or Agreement. The Loan Parties, the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms Administrative Agent and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures Lenders acknowledge and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding agree that the amendment and restatement of the Original 2014 Credit Agreement by way this Agreement is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement and the other Loan Documents are entitled to all rights and benefits originally pertaining to the 2014 Credit Agreement and the other Loan Documents (as such term is defined therein). For the avoidance of doubt, the Loan Parties, the Administrative Agent and the Lenders acknowledge and agree that upon execution and delivery of this Agreement or by the execution parties hereto, Hallador Energy Company shall be the Borrower hereunder and delivery of shall no longer be, and is hereby released as, a Guarantor under this Agreement and any additional other Loan Documents in connection with Document (but shall be bound as a Borrower), and Sunrise Coal, LLC shall be a Guarantor hereunder and shall no longer be, and is hereby released as, the Borrower under this Agreement, each of the Credit Parties hereby irrevocably Agreement and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all any other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and but shall be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is as a partyGuarantor). All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.RESTATED CREDIT AGREEMENT]

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continues, without novation, restates and consolidates (a) It is the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period intention of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations each of the parties hereto under this Agreement commence as of that the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan DocumentsExisting ARCA, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the which is an amendment and restatement of the Original Credit Agreement, be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement by way and the Existing ARCA and that all Indebtedness and Obligations of the execution Credit Parties hereunder shall be secured by the Collateral Documents and delivery that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or the Existing ARCA; provided, that subject to the terms herein and the Amendment Agreement, all Loans, Letters of Credit or other Credit Extensions outstanding under the Existing ARCA shall continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement with the same Interest Periods as were applicable to such Loans immediately prior to the Amendment Agreement Effective Date. Upon the effectiveness of this Agreement in accordance with the Amendment Agreement, each Credit Document that was in effect immediately prior to the Amendment Agreement Effective Date shall continue to be effective, unless the context requires otherwise. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing ARCA made under and in accordance with the terms of Section 10.5 of the Existing ARCA. In addition, unless specifically amended hereby or pursuant to the execution and delivery of any additional Loan Documents in connection with this Amendment Agreement, each of the Credit Parties hereby irrevocably Documents, Appendixes, Exhibits and unconditionally (i) acknowledges, confirms and agrees that Schedules to the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains ARCA shall continue in full force and effecteffect and, from and continues to constitute legalafter the Amendment Agreement Effective Date, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All all references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement therein shall be deemed to refer to this Agreement without further amendment of those Loan DocumentsAgreement.

Amendment and Restatement. The parties hereto acknowledge This Agreement shall amend and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that restate the Original Credit Agreement remains in full force and effect without novation as between its entirety, with the parties thereto for hereby agreeing that period there is no novation of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to or any other Original Loan Document and from and after the effective date effectiveness of this Agreement and Agreement, the rights and obligations of the parties hereto under the Original Credit Agreement shall be subsumed and governed by this Agreement. From and after the effectiveness of this Agreement, the “Obligations” under the Original Credit Agreement shall continue as Obligations under this Agreement commence as and the Loan Documents until otherwise paid in accordance with the terms hereof. The Security Documents and the grant of Liens on all of the date Collateral described therein do and shall continue to secure the payment of this Agreement. The Obligations all Obligations, and each Credit Party reaffirms its prior grant of the Liens granted by it pursuant to the “Security Documents” (as defined in the Original Credit Agreement) outstanding under and all such Liens shall continue in full force and effect after giving effect to this Agreement and are hereby confirmed and reaffirmed by each Credit Party. The parties hereto further acknowledge and agree that all “Security Documents” (as defined in the Original Credit Agreement that Agreement) shall remain outstanding upon in full force and effect after the effectiveness Effective Date in favor of this Agreement shall constitute Obligations hereunder governed by and for the terms hereof. Without in any way limiting the terms benefit of the Original Credit Collateral Agent and the Secured Creditors (with each reference therein to the administrative agent, the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or the other Loan Documents, as applicable), in each of case, as such Security Documents are modified on the Closing Date, and each Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties Party hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, ratifies its obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a partythereunder. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.ARTICLE II REVOLVING CREDIT FACILITY SECTION 2.1

Amendment and Restatement. The parties hereto acknowledge This Agreement amends and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that in its entirety the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by Agreement, the terms hereof. Without in any way limiting the terms and provisions of the Original Credit Agreement or the other Loan Documentsshall, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant subject to the Original Credit Agreement (the “Existing Guarantees) continuethis Section 9.26, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a partysuperseded hereby. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement or this Agreement shall, and shall be deemed to to, refer to this Agreement. Notwithstanding the amendment and restatement of the Original Credit Agreement by this Agreement, the Obligations of the Borrower and the other Loan Parties outstanding under the Original Credit Agreement and the other Loan Documents as of the Closing Date shall remain outstanding without further amendment novation and shall constitute continuing Obligations and shall continue as such to be secured by the Collateral. Such Obligations shall in all respects be continuing and this Agreement and the other Loan Documents shall not be deemed to evidence or result in a substitution, novation or repayment and reborrowing of those such Obligations which shall remain in full force and effect, except to any extent modified hereunder. The Liens securing payment of the Obligations under the Original Credit Agreement, as amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Obligations. [Signature Pages Omitted] EXHIBIT C EXHIBIT M – FORM OF JUNIOR LIEN INTERCREDITOR AGREEMENT [See attached.] #94508849v9 Exhibit M JUNIOR LIEN INTERCREDITOR AGREEMENT Junior Lien Intercreditor Agreement (this “Agreement”), dated as of [ ], 20[ ], among BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacities, with its successors and assigns, and as more specifically defined below, the “Existing First Priority Representative”) for the Existing First Priority Secured Creditors (as defined below) secured pursuant to the Existing First Priority Agreement, [ ], as administrative agent and collateral agent for the Second Priority Creditors (as defined below) and each other First Priority Representative and Second Priority Representative that from time to time becomes a party hereto pursuant to the terms hereof, and acknowledged and agreed to by, HAYWARD INTERMEDIATE, INC., a Delaware corporation (“Holdings”), HAYWARD INDUSTRIES, INC., a New Jersey corporation (the “Borrower”) and each of the other Loan DocumentsParties (as defined below) party hereto.

Amendment and Restatement. The parties hereto acknowledge This Agreement shall become effective on the Effective Date and agree shall supersede all provisions of the Existing Credit Agreement as of such date. From and after the Effective Date, (a)(i) the commitments of those Lenders under the Existing Credit Agreement that are continuing as Lenders under this Agreement continues(the “Continuing Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection with such payment, and all fees accrued under the Existing Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement (including, without novationlimitation, restates participations in respect of all Swingline Signature Page to Xxxxx Lang LaSalle Finance B.V. Second Amended and consolidates the Original Restated Multicurrency Credit AgreementAgreement IN WITNESS WHEREOF, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect have caused their duly authorized officers to the arrangements, terms execute and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of deliver this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreementfirst above written. The Obligations (XXXXX XXXX LASALLE FINANCE B.V. By ____________________________________ Title _________________________________ XXXXX LANG LASALLE INCORPORATED, as defined in the Original Credit Agreement) outstanding under the Original Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE CO-INVESTMENT, INC., as Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE INTERNATIONAL, INC., as Guarantor By ____________________________________ Title _________________________________ LASALLE INVESTMENT MANAGEMENT, INC., as Guarantor By ____________________________________ Title _________________________________ Signature Page to Xxxxx Xxxx LaSalle Finance B.V. Second Amended and Restated Multicurrency Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan DocumentsXXXXX LANG LASALLE AMERICAS, each of the Credit Parties (INC., as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continueGuarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE LIMITED, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this AgreementGuarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE SE, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledgesas Guarantor By ____________________________________ Title _________________________________ XXXXX XXXX LASALLE NEW ENGLAND LLC, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effectas Guarantor By ____________________________________ Title _________________________________ XXXXX LANG LASALLE BROKERAGE, and continues to constitute legalINC., valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents.as Guarantor By ____________________________________ Title _________________________________

Amendment and Restatement. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement and that all Indebtedness and Obligations (other than Excluded Swap Obligations) of Holdings and its Subsidiaries hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement. Each of the Credit Parties confirms for the benefit of the Secured Parties (including, without limitation, any future Lender) that the Collateral Documents shall continue in full force and effect and each of the Credit Parties hereby acknowledges and agrees that the Collateral and Liens granted by it pursuant to or in connection with the Existing Credit Agreement shall remain continuous and unaffected in accordance with the provisions of the Collateral Documents and such Collateral or Liens shall maintain the priority ranking originally achieved and shall not be discharged or released, and that the obligations secured thereunder will be the obligations defined as such in the Collateral Documents as those obligations have been amended (which includes any new commitments and/or the increase of any commitments) pursuant to this Agreement and any amended or new Credit Documents. The parties hereto further acknowledge and agree that this Agreement continues, without novation, restates constitutes an amendment of the Existing Credit Agreement made under and consolidates in accordance with the Original terms of Section 10.5 of the Existing Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect . Each term defined by reference to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Existing Credit Agreement remains or any other Credit Document shall have the meaning given to such term in the Existing Credit Agreement or such other Credit Document as such may be amended. In addition, unless specifically amended hereby or by the Second Amendment, each of the Credit Documents and the Exhibits and Schedules to the Existing Credit Agreement shall continue in full force and effect without novation as between except that, from and after the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and Second Amendment Effective Date, all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement therein shall be deemed to refer to this Agreement. APPENDIX A TO CREDIT AND GUARANTY AGREEMENT Second Amendment Effective Date Term Loan Commitments Lender Second Amendment Effective Date Term Loan Commitment Pro Rata Share XXXXXXX XXXXX BANK USA $ 952,749,999.73 100% Total $ 952,749,999.73 100% [On file with Administrative Agent] APPENDIX B TO CREDIT AND GUARANTY AGREEMENT Notice Addresses Holdings and any of its Subsidiaries c/o Tronox Limited (ACN 153 348 111) 000 Xxxxxx Xxxxxxxxx, Suite 1100 Stamford, Connecticut 06901 0000 X.X. 000xx Xxxxxx Xxxxxxxx Xxxx, XX 00000 Attention: General CounselRichard Xxxxxx Email: xxxxxxx.xxxxxx@xxxxxx.xxx in each case, with a copy to: Xxxxxxxx & EllisMcDermott Will & Xxxxx LLP 000 Xxxxxxxxx000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000Xxx York 10173 Attention: Xxxxxxx Xxxxxxxxx Facsimile: 214646-446439-64609237 XXXXXXX XXXXX BANK USA, Administrative Agent’s Principal Office and as Lender: XXXXXXX SACHS BANK USA c/o Goldman, Xxxxx & Co. 00 Xxxxxx Xxxxxx, 5th Floor Jersey City, NJ 07302 Attention: Xxxx Xxxxxxxx Email: xxx.xxxx@xx.xxx xxxx-xxxxxxxxx-xxxxxxxx@xx.xxxxx.xx.xxx with a copy to: XXXXXXX SACHS BANK USA as Administrative Agent and Collateral Agent, 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxxx Xxxxx Facsimile: 212-902256-30002205 Attention: Xxxxxxxxx Xxxxxx and Xxxxxx & Xxxxxxx LLP 000 X. Xxxxxx Dr., Suite 5800 Chicago, IL 60606 Attention: Xxxx Xxxxxx Facsimile: 000-000-0000 ANNEX II CONSENT TO THIRD AMENDMENT CONSENT TO THIRD AMENDMENT (this “Consent”) to the Third Amendment to Credit and Guaranty Agreement (the “Amendment”) by and among TRONOX PIGMENTS (NETHERLANDS) B.V., TRONOX LIMITED (ACN 153 348 111), the Lenders party thereto, XXXXXXX SACHS BANK USA, as Administrative Agent (“Administrative Agent”), and the GUARANTORS listed on the signature pages thereto, which amends that Credit and Guaranty Agreement dated as of February 8, 2012 (as amended through the Third Amendment Effective Date without further amendment of those Loan Documents.giving effect to the amendments set forth in the Amendment, the “Existing Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Amendment. The undersigned Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Amendment and Restatement. The parties hereto acknowledge This Agreement shall become effective on the Effective Date and agree that this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that supersede all provisions of the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of such date. From and after the date Effective Date, (a)(i) the commitments of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding those Lenders under the Original Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall be amended as set forth in their Lender Addendum delivered pursuant to this Agreement and (ii) the commitments of those “Lenders” under the Original Credit Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have any further force or effect without further action by any Person, and shall be replaced with the respective Commitments of such Continuing Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Original Credit Agreement immediately prior to the Effective Date (the “New Lenders”); (b) all outstanding “Loans” of the Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 2.13 of the Original Credit Agreement in connection with such payment, and all fees accrued under the Original Credit Agreement through the Effective Date) on the Effective Date (and the Borrower shall pay to each Continuing Lender all amounts, if any, payable pursuant to Section 2.13 of the Original Credit Agreement as if the outstanding Loans had been prepaid on the Effective Date); and (c) all outstanding “Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit” under the Original Credit Agreement shall remain outstanding upon as the effectiveness initial Loans and Letters of Credit hereunder. The Continuing Lenders and New Lenders each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Effective Date between themselves so that each Continuing Lender and New Lender is then holding its relevant Revolving Proportionate Share of outstanding Revolving Loans and risk participation interests in outstanding L/C Obligations based on their Revolving Loan Commitments as in effect after giving effect hereto and its proportionate share of the Term Loans based on their Term Loan Commitments as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement shall constitute Obligations hereunder governed by (including, without limitation, participations in respect of all Swing Loans and Letters of Credit) to be made in accordance with the terms hereofrespective Commitments of the Lenders from time to time party to this Agreement as provided herein. Without All references made to the Original Credit Agreement in any way limiting Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the terms Original Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreementsindebtedness, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under Borrower or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a partyany Guarantor evidenced or provided for thereunder. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement without further amendment of those Loan Documents[THE FIRST SIGNATURE PAGE FOLLOWS.]

Amendment and Restatement. The parties hereto acknowledge and agree that this Agreement continuesLoan Parties, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations Administrative Agent agree that, upon (as defined in the Original Credit Agreementi) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, by each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, parties hereto and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under satisfaction (or created waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.1, the terms and provisions of the Existing Guarantees Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Security Credit Agreement or the Debt created thereunder. The commitments to extend credit of each Lender that is a party to the Existing Credit Agreement shall, on the Closing Date, automatically be deemed amended and the only commitments to extend credit shall be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents Documents, (b) all references in the “Loan Documents” (as defined in the Existing Credit Agreement) to which it is a party. All references to the “Administrative Agent”, the “Credit Agreement” contained in and the “Loan Documents delivered in connection with the Original Credit Agreement Documents” shall be deemed to refer to the Administrative Agent, this Agreement without further amendment of those and the Loan Documents, respectively, (c) all obligations constituting “Obligations” under the Existing Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents, (d) any “Note” under the Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the Note (if any) issued to such Lender under this Agreement and (e) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Commitment of the Lenders hereunder, and each Lender hereby waives its right to receive any compensation or reimbursement pursuant to Section 3.4 hereof for any breakage costs incurred by such Lender in connection with the sale or assignment of any Term SOFR Loans that may be required under this clause (e). Each Lender hereby confirms the Administrative Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Administrative Agent shall approve in its sole discretion, in connection with the amendment and restatement of the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Lenders (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties and other changes that are otherwise permitted by the Administrative Agent’s authority under or with respect to such existing Loan Documents or are consistent with changes in provisions included in this Agreement as compared to the provisions of the Existing Credit Agreement).

Amendment and Restatement. On the Second Restatement Effective Date, the 2007 Credit Agreement shall be amended and restated in its entirety by this Agreement, and the 2007 Credit Agreement shall thereafter be superseded in all respects by this Agreement, except to evidence (i) the incurrence by the Borrowers of the “Obligations” under and as defined in the 2007 Credit Agreement (whether or not such “Obligations” are contingent as of the Second Restatement Effective Date), (ii) the representations and warranties made by the Borrowers and the Credit Parties prior to the Second Restatement Effective Date (which representations and warranties made prior to the Second Restatement Effective Date shall not be superseded or rendered ineffective by this Agreement as they pertain to the period prior to the Second Restatement Effective Date) and (iii) any action or omission performed or required to be performed pursuant to the 2007 Credit Agreement prior to the Second Restatement Effective Date (including any failure, prior to the Second Effective Date, to comply with the covenants contained in the 2007 Credit Agreement). The parties hereto acknowledge and agree that (a) this Agreement continuesand the other Credit Documents, without novationwhether executed and delivered in connection herewith or otherwise, restates do not constitute a novation or termination of the “Obligations” under the 2007 Credit Agreement or the other Credit Documents (including all guarantees thereunder) as in effect prior to the Second Restatement Effective Date and consolidates which remain outstanding as of the Original Second Restatement Effective Date, (b) the “Obligations” (including all guarantees thereunder) under the 2007 Credit Agreement, Agreement and the other Credit Documents are in all respects continuing (as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect restated hereby and which are in all respects hereafter subject to the arrangements, terms herein) and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation and are reaffirmed hereby and (c) the Liens and security interests as between granted under the parties thereto for applicable Credit Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and are reaffirmed hereby. The Borrowers and the Credit Parties acknowledge and agree that period Sections 11.2 and 11.3 of time ending on the day 2007 Credit Agreement shall, to the extent applicable immediately prior to the effective date Second Restatement Effective Date, survive for the intended beneficiaries of this Agreement and all the parties such provision to the Original Credit Agreement retain all rights as between themselves thereunder extent such provisions apply with respect to that period any indemnified liabilities (under Sections 11.2 and 11.3 of time the 2007 Credit Agreement) relating to events and circumstances occurring prior to the effective date of this Agreement Second Restatement Effective Date. In addition, on and after the rights and obligations of Second Restatement Effective Date, (i) all references to the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original 2007 Credit Agreement) outstanding under , the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original 2006 Credit Agreement or the other Loan Documents, each of Credit Agreement in the Credit Parties Documents (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in other than this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer to the 2007 Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the 2007 Credit Agreement or the Credit Agreement in any Credit Document (other than this Agreement) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement without further amendment and (iii) except as the context otherwise provides, on or after the Second Restatement Effective Date, all references to this Agreement herein (including for purposes of those Loan Documentsindemnification and reimbursement of fees) shall be deemed to be references to the 2007 Credit Agreement, as amended and restated hereby.

Amendment and Restatement. The parties hereto acknowledge Subject to the conditions set forth in Article III, on the Effective Date, upon the consummation of the assignments referred to in Section 1.02, (a) the 1993 ASI Credit Agreement shall be amended and agree that this Agreement continues, without novation, restates restated in the form of the Amended and consolidates the Original Restated Credit Agreement, (b) the Continuing Loans shall constitute Loans outstanding under, and as defined in, the Amended and Restated Credit Agreement in accordance with the Effective Date Loan Notices (and, for purposes of the Amended and Restated Credit Agreement, the Continuing Lenders shall be deemed to have advanced their respective Continuing Loans under the Amended and Restated Credit Agreement on the Effective Date as though made pursuant to Borrowing Requests delivered thereunder), (c) the interests, rights and obligations of each Continuing Lender shall be limited to those set forth in the Amended and Restated Credit Agreement and the Credit Documents as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect (if applicable) pursuant to the arrangementsCredit Documents Amendment Agreement dated as of the date hereof among Holding, terms ASI, the ASI Subsidiaries and conditions the Collateral Agent (the "Credit Documents Amendment") and (d) certain of the Credit Documents (and all interests of any party thereunder, including all security interests whatsoever) shall be amended pursuant to the Credit Documents Amendment as described in Schedule 1.03 and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains continue in full force and effect without novation as between for the parties thereto for that period benefit of time ending on the day prior Continuing Lenders, and all references in any thereof to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original 1993 ASI Credit Agreement or the to any such other Loan Documents, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective terms, and (ii) ratifies, confirms and agrees to perform, observe, comply with and shall be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All deemed references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Amended and Restated Credit Agreement shall or to such Credit Documents as amended thereby (if applicable), as the Amended and Restated Credit Agreement or such Credit Documents may hereafter be deemed amended, supplemented or otherwise modified from time to refer to this Agreement without further amendment of those Loan Documentstime.

Amendment and Restatement. The parties hereto acknowledge and agree that (a) On the Effective Date (i) this Agreement continues, without novation, restates renews and consolidates extends (and does not release or novate) the Original indebtedness and obligations outstanding under the Fifth Amended and Restated Credit Agreement, as amended hereby, (ii) the commitments under the Fifth Amended and reflects Restated Credit Agreement are renewed and replaced by the entire agreement as currently constituted between the parties hereto with respect commitments to the arrangementsBorrower hereunder and all other covenants and provisions of the Fifth Amended and Restated Credit Agreement are terminated, terms and conditions except provisions that expressly survive such termination pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement. The Obligations (as defined in the Original Credit Agreement) outstanding under the Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Fifth Amended and Restated Credit Agreement or the other Loan DocumentsAgreement, each of the Credit Parties (as defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Original Credit Agreement (the “Existing Guarantees) continueincluding indemnification provisions, (subject only to Section 7.03 in respect of iii) all Liens and guarantee agreements securing or benefiting the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (the “Existing Security”) secures and continues to secure payment and performance of its respective Obligations (as defined in this Agreement). Notwithstanding the amendment and restatement of the Original Credit Agreement by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement, each of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, confirms and agrees that the Existing Guarantees (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) and Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreementscommitments, obligations and liabilities under the Fifth Amended and Restated Credit Agreement shall continue and shall secure and benefit the Loans and other obligations and liabilities of such Credit Party, enforceable against it by the Agent in accordance with their respective termsLoan Parties under this Agreement, and (iiA) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All references to the “Credit Agreement” contained in the Loan Documents delivered in connection with the Original Credit Agreement shall be deemed to refer pursuant to this Agreement without further amendment of those Loan Documentsshall amend and restate the Liens securing or benefiting the commitments, obligations and liabilities under the Fifth Amended and Restated Credit Agreement whether or not any such Security Document so expressly states, and (B) this Agreement shall amend and restate the guarantees securing or benefiting the commitments, obligations and liabilities under the Fifth Amended and Restated Credit Agreement.