Common use of LIST OF EXHIBITS AND SCHEDULES Clause in Contracts

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form EXHIBIT A — LEGAL DESCRIPTION OF PROJECT SCHEDULE 1.1(A) — VALUATION AMOUNTS SCHEDULE 1.1(B) — PROJECT INFORMATION SCHEDULE 1.1(C) — LIST OF SITE ASSESSMENTS SCHEDULE 2.1 — ADVANCE CONDITIONS SCHEDULE 4.1 — ORGANIZATIONAL MATTERS SCHEDULE 4.1(A) — BORROWER’S ORGANIZATIONAL STRUCTURE SCHEDULE 4.6 — ZONING REPORTS AND PROPERTY CONDITION REPORTS SCHEDULE 8.15 — IMMEDIATE REPAIRS LIST OF DEFINED TERMS Affiliate 1 Agreement 1 Anti-Money Laundering Laws 1 Assignment of Canadian Revolver Rents and Leases 1 Bank Secrecy Act 2 Bankruptcy Party 30 Borrower 1 Borrower Party 2 Budget 2 Business Day 2 Cash on Cash Return 2 Closing Date 2 Collateral 2 Contract Rate 2, 8 Debt 2 Debt Service 2 Debt Service Coverage 3 Default Rate 3 Environmental Laws 3 ERISA 16 Eurodollar Business Day 4 Event of Default 3 Financial Institution 3 Guarantors 3 Guaranty 3 Hazardous Materials 3 IEEPA 29 Interest Holder 3, 24 Joinder Party 3 Lender 1 Libor Rate 3 Lien 4 Loan 4 Loan Documents 4 Loan Year 4 Lockout Period 9 Maturity Date 4 Mortgage 4 Net Cash Flow 4 Note Exhibit A-2 Form of 5 OFAC 5 Operating Expenses 5 Operating Revenues 5 Patriot Act 5 Person 5 Potential Default 5 Prepayment Premium Period 9 Project 5 Restoration Threshold 6 Single Purpose Entity 6 Site Assessment 6 Specially Designated National and Blocked Persons 6 Standard Adjustments 6 Transfer 6, 23 TWEA 29 U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED Person 7 UCC 7 Underwritten NOI 7 Underwritten Operating Expenses 7 Underwritten Operating Revenues 7 LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Loan Agreement (this “Agreement”) is dated entered into as of December 22October 16, 2011, among CALLAWAY GOLF COMPANY2007 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “LendersLender”), and BANK OF AMERICA, N.A.ESP SEVEN SUBSIDIARY LLC, a national banking association, as administrative agent and as security trustee for the Lenders Delaware limited liability company (“AgentBorrower”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. A Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.2 Pre-Closing Financial Information Schedule 1.1C U.K. Eligible 1.3 Material Contracts Schedule 1.4 Pledged Foreign Subsidiaries Schedule 7.8 Foreign Intellectual Property Filings Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Collateral Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.5 Former Names and Companies Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.16 Restrictive Agreements Schedule 9.1.17 Litigation Schedule 9.1.19 Pension Plans Schedule 9.1.21 Labor Contracts Schedule 9.1.9. Surety Obligations Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments 10.2.8 Restrictions on Payment of Certain Debt - from Paper Group Sale Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.17 Existing Affiliate Transactions LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December February 22, 20112008, among CALLAWAY GOLF COMPANYBOISE CASCADE, L.L.C., a Delaware corporation limited liability company (“ParentBoise Cascade”), CALLAWAY GOLF SALES COMPANYBOISE BUILDING SOLUTIONS DISTRIBUTION, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC.L.L.C., a Delaware corporation limited liability company (“Callaway OperationsBoise Distribution”) and BOISE BUILDING SOLUTIONS MANUFACTURING, L.L.C., a Delaware limited liability company (“Boise Manufacturing”, and together with Parent Boise Cascade and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian BorrowerBoise Distribution, collectively, “Borrowers”), the other Obligors party to this Agreement from time to timeBOISE BUILDING SOLUTIONS MANUFACTURING HOLDINGS CORP., a Delaware corporation (“Boise Manufacturing Holding”), BC CHILE INVESTMENT CORPORATION, a Delaware corporation (“BC Chile Investment”), and BC BRAZIL INVESTMENT CORPORATION, a Delaware corporation (“BC Brazil Investment”, and together with Boise Manufacturing Holding and BC Chile Investment], collectively, “Initial Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), ) and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (in such capacity, “Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 2.1 Form of Canadian Revolver Revolving Credit Note Exhibit A-2 2.3 Form of Term Loan Note Exhibit 3.11 Form of U.S. Revolver Note Tax Compliance Certificate Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D 9.1.3 Form of Compliance Certificate Exhibit E 9.1.4 Form of Debenture Borrowing Base Certificate Exhibit 13.5 Form of Assignment and Acceptance Schedule E-1 Existing Letters of Credit 1 Commitment Schedule Schedule 1.1 Commitments of Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Lenders Schedule 1.1A Mandatory Cost Formulae 6.1 Commercial Tort Claims Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 7.1.1 Business Locations Schedule 9.1.9 Environmental Matters 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and 8.1.4 Capital Structure Schedule 9.1.21 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 Environmental Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 Litigation Schedule 8.1.20 Pension Plans Schedule 8.1.22 Labor Contracts Relations Schedule 10.2.1 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 Existing Liens Schedule 10.2.2 Permitted 9.2.10 Existing Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED 9.2.14 Existing Restrictive Agreements LOAN, SECURITY AND RESTATED LOAN AND SECURITY GUARANTY AGREEMENT THIS SECOND AMENDED LOAN, SECURITY AND RESTATED LOAN AND SECURITY GUARANTY AGREEMENT (this “Agreement”) is dated made as of December 22August 5, 20112020, by and among CALLAWAY GOLF COMPANYPNC Bank, National Association (successor to BBVA USA) (“PNC”), individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself and any other financial institution which is or becomes a party hereto as a lender (each such financial institution, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, LLC, a Delaware limited liability company (“Quest”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company (“Landfill”), Sustainable Solutions Group, LLC, a Delaware limited liability company (“SSG”), RWS Facility Services, LLC a Delaware limited liability company (“RWS”, and together with Quest, Landfill, RWS, SSG and each hereafter arising Subsidiary of any Borrower and each other Person joined hereto as a “Borrower”, individually a “Borrower” and collectively “Borrowers”), and each of Quest Resource Holding Corporation, a Nevada corporation (“Holdings”), and Quest Sustainability Services, Inc., a Delaware corporation (F/K/A Earth911, Inc.) (“Parent”), CALLAWAY GOLF SALES COMPANYYouchange, a California Inc., an Arizona corporation (“Callaway SalesYouchange”), CALLAWAY GOLF BALL OPERATIONSQuest Vertigent Corporation, INC.a Nevada corporation (“Vertigent”), Quest Vertigent One, LLC, a Delaware corporation limited liability company (“Callaway OperationsVertigent One”), and Global Alerts, LLC, a Delaware limited liability company (“Global Alerts”, and together with Parent Holdings, Parent, Youchange, Vertigent and Callaway SalesVertigent One, individually a “Guarantor” and collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“AgentGuarantors”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note A Valuation Principles Exhibit B General Assignment and Acceptance Bill xx Sale Exhibit C Assignment Notice Assumption Agreement Exhibit D Form of Compliance Certificate Trademark License Agreement Exhibit E Form Certificate of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Foreign Status Exhibit F Opinion of Counsel to Seller Exhibit G Opinion of Counsel to Purchaser Exhibit H Stock Option Agreement Schedule 5.9.9 Treaty Lenders 1(a)(i) Real Property Schedule 1(a)(ii)(A) Real Property Leases (Seller as Lessor or Sublessor) Schedule 1(a)(ii)(B) Real Property Leases (Seller as Lessee or Sublessee) Schedule 1(a)(v) Tangible Personal Property Schedule 1(a)(vi)(A) Personal Property Leases (Seller as Lessor or Sublessor) Schedule 1(a)(vi)(B) Personal Property Leases (Seller as Lessee or Sublessee) Schedule 1(a)(viii) Prepaid Expenses Schedule 1(a)(ix) Intangible Personal Property Schedule 1(a)(x) Business Licenses Schedule 1(a)(xi) Vehicles Schedule 1(a)(xiv) Business Litigation Schedule 1(a)(xv) Acquired Subsidiaries Schedule 1(b)(vii) Excluded Contracts and Inventory Schedule 1(b)(viii) Excluded Real Estate Schedule 1(b)(ix) Remaining Businesses Schedule 1(c)(ii) Accounts Payable Schedule 1(c)(v) Accrued Expenses Schedule 1(c)(x) Ontario Warehouse Agreements Schedule 1(c)(xii) Employment Agreements Schedule 1(d)(i) Certain Indebtedness Schedule 1(d)(vi) Retained Litigation Liabilities Schedule 3(d) Terminated Lines Schedule 6(b) Shared Facilities or Services Schedule 6(c)(i) Conflicting Contracts - Seller Schedule 6(c)(ii) Merger/Consolidation Conflicts Schedule 6(d)(ii) Capitalization of Subsidiaries Schedule 6(e)(ii) Exceptions to Financial Statements Schedule 6(f) Certain Liabilities Schedule 6(g) Material Changes Since June Balance Sheet Schedule 6(g)(vi) Contractual Commitments to Employees Schedule 6(h) Litigation Schedule 6(j)(i) Exceptions to Good Title (Tangible Personal Property) Schedule 6(j)(ii)(B) Exceptions to Good Title (Real Property) Schedule 6(j)(ii)(C) Defaults under HMRC DT Passport Scheme Real Property Lease Schedule 8.6.1 Business Locations 6(j)(ii)(E) Tenant's Purchase Rights Schedule 9.1.9 6(j)(ii)(F) Exceptions to Condition of Improvements Schedule 6(k) Contracts and Material Defaults Schedule 6(l) Exceptions to Patents Schedule 6(n) Tax Filing Exceptions Schedule 6(p) Affiliate Agreements Schedule 6(q)(i) Inventory Exceptions Schedule 6(q)(ii) Accounts Receivable Exceptions Schedule 6(r) Inventory - Subject to a Right of Return Schedule 6(s) Seller's Insurance Policies Schedule 6(t) Environmental Matters Schedule 9.1.12 ERISA Compliance 6(y) Proxies Schedule 9.1.13 Names and Capital Structure 6(z) Labor Matters Schedule 9.1.21 Labor 6(aa) Supplier Audits Schedule 7(b) Conflicting Contracts - Purchaser Schedule 10.2.1 Existing Liens 10(e)(i) Exceptions to Employees Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”11(i) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).Ontario Warehouse Consents

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 2.1 Form of Canadian Revolver Revolving Credit Note Exhibit A-2 2.3 Form of Term Loan Note Exhibit 3.11 Form of U.S. Revolver Note Tax Compliance Certificate Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D 9.1.3 Form of Compliance Certificate Exhibit E 9.1.4 Form of Debenture Borrowing Base Certificate Exhibit 13.5 Form of Assignment and Acceptance Exhibit 13.17 Form of Release Form – Corporate Name/Logo Reuse Schedule E-1 Existing Letters of Credit 6.1 Commercial Tort Claims Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 7.1.1 Business Locations Schedule 9.1.9 Environmental Matters 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and 8.1.4 Capital Structure Schedule 9.1.21 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 Environmental Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 Litigation Schedule 8.1.20 Pension Plans Schedule 8.1.22 Labor Contracts Relations Schedule 10.2.1 8.1.23 Leases Schedule 9.2.2 Existing Indebtedness Schedule 9.2.4 Existing Liens Schedule 10.2.2 Permitted 9.2.10 Existing Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED 9.2.14 Existing Restrictive Agreements List of Exhibits and Schedules LOAN, SECURITY AND RESTATED LOAN AND SECURITY GUARANTY AGREEMENT THIS SECOND AMENDED LOAN, SECURITY AND RESTATED LOAN AND SECURITY GUARANTY AGREEMENT (this “Agreement”) is dated made as of December 22this 24th day of February, 20112017, by and among CALLAWAY GOLF COMPANYCitizens Bank, National Association (“Citizens”), individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself and any other financial institution which is or becomes a party hereto as a lender (each such financial institution, including Citizens, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, LLC, a Delaware limited liability company (“Quest”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company (“Landfill”, and together with Quest and each hereafter arising Subsidiary of any Borrower and each other Person joined hereto as a “Borrower”, individually a “Borrower” and collectively “Borrowers”), and each of Quest Resource Holding Corporation, a Nevada corporation (“Holding”), and Earth911, Inc., a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent Holding, individually a “Guarantor” and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“AgentGuarantors”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance [Reserved] Exhibit C Assignment Form of Notice of Conversion/Continuation Exhibit D Form of Notice of Borrowing Exhibit E Form of Compliance Certificate Exhibit E F Form of Debenture Schedule E-1 Existing Letters Opinion Contents Exhibit G Form of Assignment and Acceptance Exhibit H Form of Notice Exhibit I Letter of Credit Procurement Request Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 7.1.1 Borrowers' Business Locations Schedule 9.1.9 Environmental Matters 7.1.2 Borrowers' Insurance Schedule 9.1.12 ERISA Compliance 8.1.1 Jurisdictions in which Borrowers and each Subsidiary is Authorized to do Business Schedule 9.1.13 Names and 8.1.4 Capital Structure of Borrowers Schedule 9.1.21 8.1.5 Corporate Names Schedule 8.1.12 Surety Obligations Schedule 8.1.13 Tax Identification Numbers of Borrowers and Subsidiaries Schedule 8.1.15 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.18 Contracts Restricting Borrowers' Right to Incur Debts; Surety Obligations Schedule 8.1.19 Litigation Schedule 8.1.21 Capitalized and Operating Leases Schedule 8.1.22 Pension Plans Schedule 8.1.24 Labor Contracts Schedule 10.2.1 Existing 9.2.5 Permitted Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 9.2.8 Restrictions on Upstream Payments SIGNATURE VERSION LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22made on July 1, 20112003, by and among CALLAWAY GOLF COMPANYDANKA OFFICE IMAGING COMPANY ("DOIC"), a Delaware corporation with its chief executive office and principal place of business at 00000 Xxxxx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000; and DANKA HOLDING COMPANY (“Parent”"Holding"), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation with its chief executive office and principal place of business at 00000 Xxxxx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 (“Callaway Operations”DOIC, and together with Parent Holding being referred to collectively as "Borrowers," and Callaway Salesindividually as a "Borrower"); DANKA BUSINESS SYSTEMS PLC (individually and in its capacity as a guarantor, collectively, “U.S. Borrowers”"PLC"), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a public limited company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together Wales with its chief executive office and principal place of business at Masters House, 000 Xxxxxxxxxxx Xxxx, Xxxxxx X000XX Xxxxxxx; the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the various financial institutions party to this Agreement from time to time listed on the signature pages hereof and their respective successors and permitted assigns which become "Lenders" as lenders (collectively, “Lenders”), provided herein; and BANK OF AMERICA, N.A.FLEET CAPITAL CORPORATION, a national banking associationRhode Island corporation with an office at 000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, in its capacity as collateral and administrative agent and as security trustee for the Lenders pursuant to Section 12 hereof (“together with its successors in such capacity, "Agent”"). Capitalized terms used in this Agreement have the meanings assigned to them in Appendix A, General Definitions.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form A Map of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Mine Areas Exhibit B Seller Bonds Exhibit C Allocation Schedule Exhibit D Permit Operating Agreement Exhibit E-1 Special Warranty Deed Form Exhibit E-2 Lease Agreement Form Exhibit E-3 Sublease Agreement Form Exhibit E-4 Purchased Permits, Contracts, and Land Agreements Assignment and Acceptance Assumption Agreement Form Exhibit C E-5 Coal Leases Assignment Notice and Assumption Agreement Form Exhibit D E-6 Xxxx of Sale Form Exhibit E-7 Power of Compliance Certificate Attorney Form Exhibit E E-8(a) Contract Mining and Reclamation Agreement Exhibit E-8(b) Coal Sale Agreement Exhibit F [Reserved] Exhibit G Transition Services Agreement Form Exhibit H Lease Guarantee Agreement Exhibit I Performance Guarantee Exhibit J Map of Debenture Restricted Area Exhibit K Deposit Account Control Agreement Exhibit L CAT Equipment Lease Schedule E-1 Existing Letters of Credit 2.1(a) Owned Real Property Schedule 1.1 Commitments of Lenders 2.1(b) Land Agreements Schedule 1.1A Mandatory Cost Formulae 2.1(c) Coal Leases Schedule 1.1C U.K. Eligible Foreign Accounts 2.1(d) Purchased Permits Schedule 1.1D U.K. 2.1(e) Contracts Schedule 2.1(f) Personal Property Schedule 2.1(l) Owned Surface Property to be Leased Schedule 2.1(m) Land Agreements to be Subleased Schedule 2.1(n) Mitigation Credits Schedule 2.2(g) Excluded Contracts Schedule 2.3(e) Cotiga North/Association Leases Schedule 2.4(f) – Part I Retained Liabilities Schedule 2.4(f) – Part II Exceptions to Retained Liabilities Schedule 4.3 Conflicts Schedule 4.4 Consents Schedule 4.5 Pending Litigation Schedule 4.9(a) Non-Bank Lenders Compliance with Applicable Laws Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 4.9(b) Non-Compliance with Surface Mining Laws Schedule 8.6.1 Business Locations 4.9(c) Outstanding Permit Applications Schedule 9.1.9 4.9(e) Citations Schedule 4.10 Non-Compliance with Safety Laws Schedule 4.12(a) Third Party Claims to Owned Real Property Schedule 4.12(b) Leasehold Property Assignments and Amendments Schedule 4.12(e) Recoupable Payments Schedule 4.12(f) Obligations Associated with March 25, 2005 Transaction Schedule 4.13(a) Environmental Matters Schedule 9.1.12 ERISA Compliance 4.14 Taxes Schedule 9.1.13 Names 4.15(d) Coal Act Liabilities Schedule 4.16 Labor and Capital Structure Employment Matters Schedule 9.1.21 Labor Contracts 4.17 Material Damage to Purchased Assets Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).4.19 Personal Property Valued at or More than $10,000

LIST OF EXHIBITS AND SCHEDULES. Exhibits -------- Exhibit A-1 A Delaware Certificate of Merger Exhibit B Certificate of Incorporation of Surviving Corporation Exhibit C Bylaws of Surviving Corporation Exhibit D Major Stockholders Exhibit E Voting Agreement Exhibit F Investor Questionnaire Exhibit G Restricted Stock Agreement Exhibit H Registration Rights Agreement Exhibit I Employment Letter Exhibit J Affiliate Agreement Exhibit K-1 Tax Representation Letter Exhibit K-2 Tax Representation Letter Exhibit L-1 Form of Canadian Revolver Note Legal Opinion Exhibit A-2 L-2 Form of U.S. Revolver Note Legal Opinion Exhibit A-3 L-3 Form of U.K. Revolver Note Exhibit B Assignment Legal Opinion Schedules --------- Schedule 3 Individuals Schedule 3.1.1 Subsidiaries Schedule 3.1.2 Qualifications Schedule 3.2.2 Breach or Violation Schedule 3.3.1 PRO DUCT Certificate of Incorporation and Acceptance Exhibit C Assignment Notice Exhibit D Form Bylaws Schedule 3.4.1 Authorized and Outstanding Stock Schedule 3.4.3 Additional Rights Schedule 3.5.1 Financial Statements Schedule 3.5.2 Absence of Compliance Certificate Exhibit E Form Changes Schedule 3.5.4 Indebtedness Schedule 3.6.2 Facility Leases Schedule 3.6.4 Related Agreements Schedule 3.6.5 Encumbrances Schedule 3.7.1 Title and Equipment Schedule 3.7.3 Capital Expenditures Schedule 3.8.1 Intellectual Property Ownership Schedule 3.8.2 Intellectual Property Schedule 3.8.3 Intellectual Property Potential Conflicts Schedule 3.8.4 Intellectual Property Maintenance Schedule 3.8.5 Confidential Information Schedule 3.9 Inventory Schedule 3.10 Accounts Receivable Schedule 3.11.1 Contracts Schedule 3.11.2 Defaults Schedule 3.12 Government Contracts Schedule 3.13.1 Litigation Schedule 3.14.3 Statute of Debenture Limitations Schedule E-1 Existing Letters of Credit 3.14.4 Tax Elections Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. 3.14.6 Non-Bank Lenders deductible Payments Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 3.14.7 Tax Liens Schedule 8.6.1 Business Locations 3.14.19 Ownership Change Schedule 9.1.9 Environmental 3.14.20 Options and Warrants Schedule 3.15.1 Employees and Employee Benefit Plans Schedule 3.15.2 Labor Matters Schedule 9.1.12 ERISA 3.15.3(a) Modifications to Plans Schedule 3.15.3(e) Vesting of Stock Options and Stock Purchase Rights Schedule 3.16.2 Permits Schedule 3.16.5(a) Environmental Conditions Schedule 3.16.5(b) Environmental Compliance Schedule 9.1.13 Names 3.16.5(c) Environmental Actions Schedule 3.16.5(d) Environmental Contaminants Schedule 3.16.5(e) Waste Disposal Schedule 3.16.5(f) Environmental Discharge Schedule 3.17.4 FDA Disclosures Schedule 3.18 Insurance Policies Schedule 3.19 Bank Accounts; Powers of Attorney Schedule 3.20 Third-Party Consents Schedule 3.26 Affiliate Transactions Schedule 5.1 Business Operations Schedule 5.7.6 Option Plan Schedule 5.9 D&O Indemnification accumulated funding deficiency 31 Acquisition Transaction 50 affiliate 36 Affiliate Agreement 51 affiliated group 27 Aggregate Outstanding Claims 8 Agreement 1 Business Day 3 Cash Consideration Component 5 Cash Exchange Ratio 45 Cash Ratio 5 Cause 52 CERCLA 33 Certificate 2 Claim Notice 61 Claim Shares 8 Closing 1 Closing Date 2 Closing Valuation Price 5 Code 1 Common Merger Consideration 4 Confidential Information 23 Consideration 4 Constituent Corporations 1 Contracts 23 control 36 controlled corporation 28 Converted Option 44 Converted Option Shares 45 CYTYC 1 CYTYC Common Stock 3 CYTYC Preferred Stock 37 CYTYC SEC Documents 38 D&O Indemnified Parties 49 Delaware Certificate of Merger 1 Delaware Corporation Law 1 Disclosure Statement 43 Dissenting Shares 13 Distributable Shares 8 distributing corporation 28 Effective Date 1 Effective Time 2 employee benefit plan 17 Employees 28 Encumbrances 20 Environmental Laws 33 Equipment 21 ERISA 30 ERISA Plan 30 Escrow Account 6 Escrow Agent 6 Escrow Cash 6 Escrow Shares 6 excess parachute payment 29 Exchange Agent 13 HSR Act 16 incentive stock options 28, 47 Indebtedness Instruments and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED Guarantees 19 Indemnification Notice 8 Intellectual Property 22 Inventory 23 Investor Questionnaire 43 knowledge 15 limited use property 27 Losses 59 Major Stockholders 36 material adverse change 53 Merged Corporation 1 Merger 1 multiemployer plan 30 Option Escrow Cash 46 Option Escrow Cash Retention Factor 45 Option Escrow Shares 45 Option Escrow Shares Retention Factor 45 Option Exchange Ratio 45 Outstanding PRO DUCT Common Stock 6 Parties 1 PCB 33 Permits 32 Plans 28 Post-Closing Tax Period 48 Pre-Closing Tax Period 48 PRO DUCT 1 PRO DUCT Affiliates 51 PRO DUCT Certificate 12 PRO DUCT Common Stock 3 PRO DUCT Option Holder 45 PRO DUCT Option Shares 45 PRO DUCT Options 3 PRO DUCT Parties 50 PRO DUCT Preferred Stock 3 PRO DUCT Restricted Stock 47 PRO DUCT Series A Preferred Stock 3 PRO DUCT Series B Preferred Stock 3 PRO DUCT Series C Preferred Stock 3 Products 34 promptly 00 XXXX 00 Receivables 23 Registration Rights Agreement 48 Remaining Escrow Shares 8 reorganization 48 Replacement Cash Right 45 Resolved Claim Notice 60 Restrictions 47 Retained Escrow Cash 8 Retention Bonus Plan 52 Rights 17 XXXX 33 SEC 38 Second Escrow Cash Holdback 6 Second Escrow Share Holdback 7 Secretary of State 2 Securities Act 44 Series A Merger Consideration 4 Series B Merger Consideration 4 Series C Merger Consideration 4 Stock Consideration Component 5 Stock Ratio 5 Stock Recapitalization 12 Stockholder Representative 10 Stockholder Representative Escrow Amount 11 Stockholders 3 SUB 1 Superior Transaction 51 Surviving Corporation 1 tax exempt bond financed property 27 Tax Returns 26 Taxes 25 tax-exempt use property 27 Third Escrow Cash Holdback 7 Third Escrow Share Holdback 7 Third Party Acquiror 50 Total Common Shares 6 Total Merger Consideration 6 Voting Agreement 36 AGREEMENT AND RESTATED LOAN PLAN OF MERGER ---------------------------- THIS AGREEMENT AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is PLAN OF MERGER (this "Agreement"), dated as of December 22October --------- 17, 20112001, is made and entered into by and among CALLAWAY GOLF COMPANYCYTYC CORPORATION, a Delaware corporation (“Parent”"CYTYC"), CALLAWAY GOLF SALES COMPANYCYTYC HEALTH CORPORATION, a California Delaware corporation and a ----- wholly owned subsidiary of CYTYC (“Callaway Sales”"SUB"), CALLAWAY GOLF BALL OPERATIONSand PRO DUCT HEALTH, INC., a Delaware --- corporation (“Callaway Operations”"PRO DUCT"). Each of CYTYC, SUB and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., PRO DUCT is deemed a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to -------- this Agreement from time and hereinafter may be referred to time, individually as a "Party" and ----- collectively as the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”)"Parties." -------

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. A Revolver Note Exhibit B Joinder Agreement Exhibit C Assignment and Acceptance Exhibit C D Assignment Notice Exhibit D Form of E Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing F Continuing Letters of Credit Exhibit G Term Loan Note Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 6.1 Closing Date Mortgaged Property Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements (iii) Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 10.2.2 Existing Liens Schedule 10.2.2 Permitted 10.2.5 Existing Investments Schedule 10.2.3 Permitted Debt SECOND 10.2.17 Existing Affiliate Transactions AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is AGREEMENT, dated as of December 22July 1, 2011, among CALLAWAY GOLF COMPANYOLYMPIC STEEL, a Delaware INC., an Ohio corporation (“ParentOlympic Steel”), CALLAWAY GOLF SALES COMPANYOLYMPIC STEEL LAFAYETTE, a California INC., an Ohio corporation (“Callaway SalesOlympic Lafayette”), CALLAWAY GOLF BALL OPERATIONSOLYMPIC STEEL MINNEAPOLIS, INC., a Minnesota corporation (“Olympic Minneapolis”), OLYMPIC STEEL IOWA, INC., an Iowa corporation (“Olympic Iowa”), OLY STEEL WELDING, INC., a Michigan corporation (“Oly Welding”), OLY STEEL NC, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersOly NC”), CALLAWAY GOLF CANADA LTDXXXXXXX GROUP-PS&W, INC., a Canada North Carolina corporation (“Canadian BorrowerXxxxxxx Group”) CALLAWAY GOLF EUROPE LTD), IS ACQUISITION, INC., an Ohio corporation (“IS Acquisition”), OLYAC II, INC., a company organized under the laws of England Delaware corporation (registered number 02756321“OLYAC II”) (to be merged with and into CHICAGO TUBE AND IRON COMPANY, a Delaware corporation (“U.K. Borrower” Chicago Tube and together with Iron”)) (Olympic Steel, Olympic Lafayette, Olympic Minneapolis, Olympic Iowa, Oly Welding, Oly NC, Xxxxxxx Group, IS Acquisition and, immediately prior to the U.S. Borrowers consummation of the Closing Date Merger (as defined below) OLYAC II, and immediately following the Canadian Borrowerconsummation of the Closing Date Merger, Chicago Tube and Iron, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (together with its successors and assigns, “Agent”), amends and restates in its entirety the Loan and Security Agreement (as amended to the date hereof, without giving effect to the amendments and restatements set forth herein, the “Existing Loan and Security Agreement”), dated as of June 30, 2010, among the Borrowers party thereto, the financial institutions party thereto as lenders and Bank of America, N.A., as agent for such lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Assignment Exhibit A-2 B Form of U.S. Revolver Note Exhibit A-3 Form Notice of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Borrowing Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.2 Eligible Unbilled Account Obligors Schedule 1.1C U.K. 1.3 Eligible Foreign Account Obligors Owing Investment Grade Receivables Schedule 2.2 Existing Letters of Credit Schedule 8.5 Deposit Accounts and Securities Accounts Schedule 1.1D U.K. Non-Bank Lenders 9.1.4 Material Debt and Other Liabilities Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 9.1.16 Restrictive Agreements Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.18 Names and Capital Structure Schedule 9.1.19 Locations of Offices Schedule 9.1.21 Labor Contracts Intellectual Property Schedule 10.2.1 Existing Liens 9.1.24 Hedging Agreements Schedule 10.2.2 Permitted 9.1.25(a) Filing Offices Schedule 10.1.17 Post-Closing Undertakings Schedule 10.2.1(i) Closing Date Borrowed Money Schedule 10.2.4 Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22February 2, 20112022 (this “Agreement”), among CALLAWAY GOLF COMPANYPAR PETROLEUM, LLC, a Delaware corporation limited liability company (the “ParentCompany”), CALLAWAY GOLF SALES COMPANYPAR HAWAII, LLC, a California corporation Delaware limited liability company (“Callaway SalesPHI”), CALLAWAY GOLF BALL OPERATIONSHERMES CONSOLIDATED, INC.LLC (d/b/a Wyoming Refining Company), a Delaware corporation limited liability company (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersHermes”), CALLAWAY GOLF CANADA LTD.and WYOMING PIPELINE COMPANY LLC, a Canada corporation Wyoming limited liability company (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. BorrowerWPC” and together collectively, with the U.S. Borrowers Company, PHI and the Canadian Borrower, collectivelyHermes, “Borrowers”), certain subsidiaries of the other Obligors party to this Agreement from time to timeBorrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as lenders (collectivelyLenders, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee collateral agent for the Lenders (in such capacities, “Administrative Agent”). This Agreement amends and restates in its entirety that certain Loan and Security Agreement, dated as of December 21, 2017 (the “Original Closing Date”), by and among the Company and the other borrowers party thereto, the guarantors party thereto from time to time, the lenders party thereto from time to time and Bank of America (as hereinafter defined) as administrative agent and collateral agent (as amended by that First Amendment to Loan and Security Agreement, dated as of April 3, 2018, that certain Increase Agreement, dated as of July 24, 2018, that certain Second Amendment and Limited Waiver to Loan and Security Agreement, dated as of October 16, 2018, that certain Third Amendment to Loan and Security Agreement, dated as of December 14, 2018, that certain Fourth Amendment to Loan and Security Agreement, dated as of January 11, 2019, that certain Consent, dated as of August 15, 2019, that certain Fifth Amendment to Loan and Security Agreement, dated as of June 5, 2020, and as otherwise amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Agreement, the “Existing Credit Agreement”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver US Term Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Canadian Term Note Exhibit B Form of Assignment and Acceptance Assumption Agreement Exhibit C Assignment Notice Form of Information Certificate Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 1.1(a) Commitments of the Lenders Schedule 1.1A Mandatory Cost Formulae 1.1(b) Excluded Subsidiaries Schedule 1.1C U.K. Eligible Foreign 1.1(c) Certain Store Closings Schedule 7.1 Commercial Tort Claims Schedule 7.2.1 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders 7.2.3 Credit Card Arrangements Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 8.3.3 Consignments Schedule 8.6.1 8.5.1 Business Locations Schedule 9.1.9 9.1.4 Names; Capital Structure; Warrants, Etc. Schedule 9.1.5 Former Names and Companies Schedule 9.1.6(a) Real Estate Schedule 9.1.6(b) Investments Schedule 9.1.8 Financial Statements Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.12 ERISA Compliance 9.1.16 Burdensome Agreements Schedule 9.1.13 Names and Capital Structure 9.1.17 Litigation Schedule 9.1.21 9.1.19 Material Contracts Schedule 9.1.20 Canadian Plans Schedule 9.1.22 Labor Contracts Schedule 9.1.25 Certain Transactions Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments 10.2.7 Restrictions on Subsidiary Distributions (Contractual Obligations) Schedule 10.2.3 Permitted Debt 10.2.9(i) Trademarks Licensed to Excluded Subsidiaries SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT is dated as of December (THIS “AGREEMENT”) IS ENTERED INTO AS OF AUGUST 22, 20112013, among CALLAWAY GOLF COMPANYAMONG MAYOR’S JEWELERS INC., a Delaware corporation A DELAWARE CORPORATION (THE “ParentUS BORROWER”), CALLAWAY GOLF SALES COMPANYBIRKS & MAYORS INC., a California corporation A CANADIAN CORPORATION (THE “Callaway SalesCANADIAN BORROWER” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “BORROWERS” AND EACH INDIVIDUALLY, A “BORROWER”), CALLAWAY GOLF BALL OPERATIONSEACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, THE “LENDERS” AND EACH INDIVIDUALLY, A “LENDER”), PATHLIGHT CAPITAL, LLC, AS ADMINISTRATIVE AGENT AND CO-COLLATERAL AGENT (IN ITS INDIVIDUAL CAPACITY, “PATHLIGHT”) AND XXXXX FARGO CREDIT, INC., a Delaware corporation AS CO-COLLATERAL AGENT AND AS DOCUMENTATION AGENT (“Callaway Operations”, and together with Parent and Callaway Sales, collectivelyIN ITS INDIVIDUAL CAPACITY, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“AgentWFC”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Revolving Credit Note Exhibit A-2 Form of U.S. Revolver URI Term Note Exhibit A-3 Form of U.K. Revolver Saxet Term Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit C Form of Opinion of Borrower's Counsel Exhibit D Form of Notice Borrowing or Conversion Exhibit E Form of Debenture Affiliate Guaranty Agreement Exhibit F Form of Assignment and Assumption Agreement Exhibit G Form of Mortgage and Security Agreement Exhibit H Form of Assignment of Leases Schedule E-1 Existing Letters 3.1 Schedule of Credit Saxet Mortgaged Properties Subject to Saxet Mortgage Documents on Closing Date Schedule 1.1 Commitments 5.4 Schedule of Lenders Subsidiaries Schedule 1.1A Mandatory Cost Formulae 5.9 Schedule 1.1C U.K. Eligible Foreign Accounts of Financial Statements Schedule 1.1D U.K. Non-Bank Lenders 5.8 Tax Matters Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 5.10 Materials Furnished Schedule 8.6.1 Business 5.11 Schedule of Issued and Outstanding Stock Schedule 5.12 Changes in Condition Schedule 5.13(a) Schedule of Liens, Encumbrances, Indebtedness and Capitalized Lease Obligations Schedule 5.13(c) Restaurant Locations Schedule 9.1.9 5.14 Litigation Schedule 5.16 Indebtedness Schedule 5.17 Environmental Matters Schedule 9.1.12 ERISA Compliance 8.4 Schedule 9.1.13 Names and Capital Structure of Insurance Schedule 9.1.21 Labor Contracts 9.5 Guarantees Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND 9.10 The Franchise Program AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AND SECURITY AGREEMENT THIS SECOND This AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AND SECURITY AGREEMENT is dated entered into as of December 22November 4, 20111997, by and among CALLAWAY GOLF COMPANYUNO RESTAURANTS, INC., a Massachusetts corporation ("URI"), SAXET CORPORATION, a Delaware corporation (“Parent”"Saxet", and together with URI each a "Borrower" and collectively the "Borrowers"), CALLAWAY GOLF SALES COMPANYUNO FOODS INC., a California Massachusetts corporation (“Callaway Sales”"UFI"), CALLAWAY GOLF BALL OPERATIONSPIZZERIA UNO CORPORATION, a Delaware corporation ("PUC"), UNO RESTAURANT CORPORATION, a Delaware corporation ("URC"), URC HOLDING COMPANY, INC., a Delaware corporation (“Callaway Operations”"UHC" and, and together with Parent UFI, PUC, URC and Callaway Salesthe Borrowers, hereinafter referred to collectively, “U.S. Borrowers”as the "Loan Parties"), CALLAWAY GOLF CANADA LTD.FLEET NATIONAL BANK, a Canada corporation national banking association (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”"Fleet"), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICABANKBOSTON, N.A., a national banking associationassociation ("BKB"), FLEET NATIONAL BANK, as administrative agent and as security trustee Agent for the Lenders Banks referred to below (“Fleet, together with its successors and assigns in such capacity, the "Agent”") and BANKBOSTON, N.A., as Co-Agent for the Banks referred to below (BKB, together with its successors and assigns in such capacity, the "Co-Agent").

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. A Revolver Note Exhibit B Bank Product Provider Letter Agreement Exhibit C Assignment and Acceptance Exhibit C D Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Mortgage Exhibit F Form of Opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP Exhibit G Form of Opinion of Xxxxx and Xxxxxxx Exhibit H Form of Opinion of Xxxxxx, Xxxxx and Hunter Exhibit I Form of Opinion of Xxxxx Xxxxxx Exhibit J Form of Opinion of Xxxxxx Xxxxxx LLP Exhibit K Form of Lien Waiver Schedule E-1 1.1A Commitments of Lenders Schedule 1.1B Eligible Vessels Schedule 1.1C Specified Vessels Schedule 1.1D Title Insurance; Assignments of Leases, Etc. Schedule 1.1E PL480 Vessels Schedule 1.1F Existing Fuel Xxxxxx Schedule 1.1G Existing Letters of Credit Schedule 1.1 Commitments of Lenders 7.1 Certain Excluded Property Schedule 1.1A Mandatory Cost Formulae 7.3.1 Mortgaged Real Estate Schedule 1.1C U.K. Eligible Foreign 7.3.2 Leases Schedule 8.4.3 Lien Waiver Locations Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.5 Former Names and Companies Schedule 9.1.6 Real Estate Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.16 Restrictive Agreements Schedule 9.1.17 Litigation Schedule 9.1.19 Pension Plan Disclosures Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Certain Permitted Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.17 Existing Affiliate Transactions LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 22, 20112009, among CALLAWAY GOLF COMPANYUNITED MARITIME GROUP, LLC, a Florida limited liability company (“Group”), U.S. UNITED BARGE LINE, LLC, a Florida limited liability company (“Barge”), U.S. UNITED OCEAN SERVICES, LLC, a Florida limited liability company (“Ocean”), U.S. UNITED BULK TERMINAL, LLC, a Louisiana limited liability company (“Bulk”), U.S. UNITED INLAND SERVICES, LLC, a Delaware corporation limited liability company (“ParentInland”), CALLAWAY GOLF SALES COMPANYXXXX XXXXXXX, LLC, a California corporation Delaware limited liability company (“Callaway SalesXxxx”), CALLAWAY GOLF BALL OPERATIONSXXXX XXX XXXXXX, INC.LLC, a Delaware corporation limited liability company (“Callaway OperationsXxxx Xxx”), XXXXXX XXXXXXXX, LLC, a Delaware limited liability company (“Xxxxxx”), XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx”, and together with Parent Group, Barge, Ocean, Bulk, Inland, Xxxx, Xxxx Xxx and Callaway SalesXxxxxx, individually and collectively, “U.S. Borrowers”)jointly and severally, CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and co-collateral agent for Lenders (in such capacity, “Agent”) and as security trustee (in such capacity, “Security Trustee”), BANC OF AMERICA SECURITIES LLC, a Delaware limited liability company, XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, and JEFFERIES FINANCE LLC, a Delaware limited liability company, as joint lead arrangers (in their respective capacities, “Joint Lead Arrangers”) and book managers (in their respective capacities, “Book Managers”) for the Lenders, and XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as co-collateral agent for Lenders (in such capacity, “Co-Collateral Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. A Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Collateral Access Agreement Exhibit E Form Domestic Pledge Agreement Exhibit F Additional Borrower Counterpart Exhibit G Non-Offset Letter Exhibit H Imported Goods Agreement Schedule 1.1A Revolver Commitments of Debenture Lenders Schedule E-1 1.1B License Agreements Schedule 1.1C EBITDA Schedule 1.1D Specified Account Debtors Schedule 2.2.1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders 7.3 Real Estate Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme and Securities Accounts Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Former Names and Companies Schedule 9.1.8 Draft Financial Statements Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.17 Restrictive Agreements Schedule 9.1.18 Litigation Schedule 9.1.20 Pension Plans Schedule 9.1.22 Labor Contracts Schedule 9.2.3 Third-Party Filings Schedule 10.1.2 Specified Liens Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.17 Existing Affiliate Transactions LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22March 29, 2011, 2006 by and among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSEMAK WORLDWIDE, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersEMAK”), CALLAWAY GOLF CANADA EQUITY MARKETING, INC., a Delaware corporation (“EMI”), SCI PROMOTION, INC., a Delaware corporation (“SCI”), POP ROCKET, INC., a Delaware corporation (“Pop Rocket”), LOGISTIX, INC., a Delaware corporation (“Logistix”), UPSHOT, INC., a Delaware corporation (“Upshot”), EMAK WORLDWIDE SERVICE CORP., a Delaware corporation (“EMAK Worldwide”), CORINTHIAN MARKETING, INC., a Delaware corporation (“Corinthian”), JXXXXXX GXXXXXXXXX, INC., a Delaware corporation (“Jxxxxxx”) and EQUITY MARKETING HONG KONG, LTD., a Canada Delaware corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. BorrowerEquity Marketing” and together with the U.S. Borrowers EMAK, EMI, SCI, Pop Rocket, Upshot, EMAK Worldwide, Corinthian, Jxxxxxx and the Canadian Borrowerfuture Subsidiaries executing this Agreement in accordance with Section 10.1.9, collectively, collectively referred to herein as “Borrowers”, and individually as a “Borrower”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationassociation (“Bank of America”), as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit 2.1 Loans Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 Labor Contracts 9.1.11 Registered Patents, Registered Trademarks, Registered Copyrights and Licenses Schedule 10.2.1 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments 10.2.9 Intercompany Restructuring Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.17 Existing Affiliate Transactions LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 22April 2, 20112015, among CALLAWAY GOLF COMPANYRadiant Logistics, Inc., a Delaware corporation (“Parent”)corporation, CALLAWAY GOLF SALES COMPANYRadiant Global Logistics, Inc., a California corporation (“Callaway Sales”)Washington corporation, CALLAWAY GOLF BALL OPERATIONSRadiant Transportation Services, INC.Inc., a Delaware corporation, Radiant Logistics Partners LLC, a Delaware limited liability company, Adcom Express, Inc., a Minnesota corporation, Radiant Customs Services, Inc., a Washington corporation, DBA Distribution Services, Inc., a New Jersey corporation, International Freight Systems (of Oregon), Inc., an Oregon corporation, Radiant Off-Shore Holdings LLC, a Washington limited liability company, Green Acquisition Company, Inc., a Washington corporation and On Time Express, Inc., an Arizona corporation, Clipper Exxpress Company, a Delaware corporation, Bluenose Finance LLC, a Delaware limited liability company, Wheels MSM US, Inc., a Delaware corporation, and Radiant Trade Services, Inc., a Washington corporation (each individually a “Callaway OperationsBorrower”, and individually and collectively, jointly and severally, together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the any other Obligors subsidiaries party to this Agreement hereto from time to time, the financial institutions party to this Agreement “Borrowers”), Triangle Capital Corporation, a Maryland corporation (“Triangle”), Alcentra Capital Corporation, a Maryland corporation (“Alcentra” and together with Triangle and the other lenders from time to time as lenders (party hereto, collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking associationTriangle, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibits -------- Exhibit A-1 Form A Certificate of Canadian Revolver Merger Exhibit B Demand Note Exhibit A-2 Form of U.S. Revolver C Pipeline Intermediaries Exhibit D One Year Note Exhibit A-3 Form E PCS Contracts Exhibit F Registration Rights Agreement Exhibit G Services Agreements Exhibit H Original Stockholders' Agreement Exhibit I Certain Terms of U.K. Revolver Stockholders' Agreement Exhibit J Two Year Note Exhibit B Assignment K Opinion of Xxxxxxx & Xxxxx LLP Exhibit L Opinion of Xxxxxxx, Carton & Xxxxxxx Company Schedules ----------------- Schedule 4.1 Organization and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Related Matters Schedule E-1 Existing Letters of Credit 4.2(b) No Violation Schedule 1.1 Commitments of Lenders 4.3 Required Consents Schedule 1.1A Mandatory Cost Formulae 4.4 Stock Ownership Schedule 1.1C U.K. Eligible Foreign Accounts 4.5 Regulatory Documents Schedule 1.1D U.K. Non-Bank Lenders 4.6 Financial Statements Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 4.7 Ineligible Persons Schedule 8.6.1 Business Locations 4.8 Contracts Schedule 9.1.9 4.9 Related Party Transactions Schedule 4.10 Environmental Matters Schedule 9.1.12 4.11 No Broker Schedule 4.12 Legal Proceedings Schedule 4.13 Compliance with Applicable Law Schedule 4.14 Insurance Policies Schedule 4.15 Labor and Employment Matters Schedule 4.16(a) Company Plans Schedule 4.16(h) Employee Benefit Effects of Transaction Schedule 4.16(j) Unaccrued Employee Obligations Schedule 4.17 Technology and Intellectual Property Schedule 4.18(b) Taxes Schedule 4.18(g) Adjusted Basis of Assets Schedule 4.18(h) Adjusted Tax Basis Schedule 4.18(j) NOLs Schedule 4.19 No Adverse Change Schedule 4.20 Real Property Leases Schedule 4.21 Accounts Receivable Schedule 4.22 Encumbrances Schedule 4.23 Purchase for Investment Schedule 4.24 Accuracy of Warranties Buyer Schedules --------------- Schedule 5.2(b) No Violation Schedule 5.3 Required Consents Schedule 5.5(a) Investment Adviser Registration Schedule 5.4 Equity Commitments Schedule 5.8 Subsidiaries Schedule 5.9 Legal Proceedings Schedule 5.12(a) Permits Schedule 5.12(b) Governmental Proceedings Schedule 5.12(c) ERISA Compliance Asset Management Schedule 9.1.13 Names 5.13 Insurance Policies Schedule 5.14 Labor and Capital Structure Employment Matters Schedule 9.1.21 Labor 5.15 Taxes Schedule 5.17(a) Buyer Plans Schedule 5.17(h) Employee Benefit Effects of Transaction Schedule 5.17(j) Unaccrued Employee Obligations Schedule 5.18(a) Intellectual Property Schedule 5.18(b) IP Ownership Schedule 5.19 No Adverse Change Schedule 5.20 Real Property Leases Schedule 5.21(a) Related Party Indebtedness Schedule 5.21(c) Related Party Contracts Schedule 10.2.1 Existing Liens 5.22 Accounts Receivable Schedule 10.2.2 Permitted Investments 5.23 Encumbrances Other Schedules --------------- Schedule 10.2.3 Permitted Debt SECOND AMENDED 6.1 Conduct of Business AGREEMENT AND RESTATED LOAN PLAN OF MERGER AGREEMENT AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is PLAN OF MERGER, dated as of December 22July 12, 20112001, by and among CALLAWAY GOLF COMPANYThe EnvestNet Group, Inc., a Delaware corporation (“Parent”"Buyer"), CALLAWAY GOLF SALES COMPANYEnvestNet Acquisition Corp., a California Colorado corporation (“Callaway Sales”"Transitory Subsidiary"), CALLAWAY GOLF BALL OPERATIONSPMC International, INC.Inc., a Delaware Colorado corporation (“Callaway Operations”the "Company," and collectively with Portfolio Management Consultants, Inc., a Colorado corporation ("PMC"), and together with Parent and Callaway SalesPortfolio Brokerage Services, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD.Inc., a Canada Colorado corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”"PBS"), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”"Companies"), and BANK OF AMERICAThe Xxxxxxx Companies, N.A., a national banking association, as administrative agent and as security trustee for Inc. (the Lenders (“Agent”"Shareholder").

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver A Term Loan Note Exhibit B Prepayment Notice Exhibit C Assignment and Acceptance Exhibit C D Assignment Notice Exhibit D Form of E [Reserved] Exhibit F Compliance Certificate Exhibit E Form G Notice of Debenture Schedule E-1 Existing Letters Borrowing Exhibit H Notice of Credit Conversion/Continuation Exhibit I [Reserved] Exhibit J Perfection Certificate Schedule 1.1 Initial Term Loan Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 7.1 Commercial Tort Claims Schedule 1.1C U.K. Eligible Foreign 7.4 Mortgages Schedule 8.2 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Burdensome Contracts Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.1.15 Post-Closing Covenants Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 10.2.6(I) Permitted Effective Date Investments Schedule 10.2.6(II) Other Permitted Investments Schedule 10.2.3 10.2.7 Permitted Debt SECOND AMENDED AND RESTATED Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default Schedule 15.4 Administrative Agent’s Office TERM LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT is dated as of December 22April 12, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation 2017 (this “ParentAgreement”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSamong COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersBorrower”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors certain Subsidiaries party to this Agreement from time to timetime as Guarantors, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Administrative Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Certain Definitions Exhibit B Tax Covenant Exhibit C Form of Canadian Revolver Loan Note Instrument Exhibit A-2 D Dispute Resolution Procedures Schedule 1.2A The A Sellers; The B Sellers; The Deferred Sellers Schedule 1.2B The Cash Cancel Sellers Schedules 1.2(b)(ii) Special Escrow Amount Schedule 1.2(c) Sellers’ Advisory Fees / Noble Payoff Schedule 1.3(b)(xi) Company Options Not To Be Accelerated Schedule 1.3(b)(xii) Options To Be Cash Cancelled Schedule 1.4 Form of U.S. Revolver Note Exhibit A-3 Form Net Working Capital Statement Schedule 1.5 Allowance Schedule 1.6(a)(i) Maximum Aggregate Earn-Out Consideration Payment Schedule 1.6(a)(iv) One Year Bookings Threshold Schedule 1.6(a)(vii) Specified Company Products Schedule 1.6(a)(x) Specified OEM Development Work Schedule 1.6(b) One Year Bookings Threshold Schedule 1.6(b)(A) Maximum Aggregate Earn-Out Consideration Payment Schedule 1.6(e) Terms of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form Reference Schedule 3.5(d) Licensee; Action of Compliance Certificate Exhibit E Form Licensee Schedule 5.3(d)(ii)(A) Applicability of Debenture Liability Cap Schedule E-1 Existing Letters 5.3(d)(ii)(B) Applicability of Credit Liability Cap Schedule 1.1 Commitments 5.3(d)(ii)(C) Applicability of Lenders Liability Cap Schedule 1.1A Mandatory Cost Formulae 6.7E Email Address Schedule 1.1C U.K. Eligible Foreign Accounts 6.7F Facsimile Number Schedule 1.1D U.K. Arma I Maximum Nominal Aggregate Earn-Out Consideration Payment for Purposes of Calculation of Arma Earn-Out Fee Schedule Arma II Maximum Aggregate Earn-Out Consideration Payment Schedule Insurance Insurance Premium Schedule Non-Bank Lenders Party Shareholder Name of Non-Party Shareholder Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Target Net Working Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY Amount Target Net Working Capital Amount SHARE PURCHASE AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY SHARE PURCHASE AGREEMENT (the “Agreement”) is dated made and entered into as of December 22July 19, 2011, among CALLAWAY GOLF COMPANYby and among: Riverbed Technology Limited, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together private limited company with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized registered number 5090414 formed under the laws of England (“Purchaser”); Riverbed Technology, Inc., a Delaware corporation, as Guarantor (“Guarantor”); the Persons holding shares of Zeus Technology Limited, a private limited company formed under the laws of England with registered number 0275632103085230 (the “Company”) listed on Schedule 1.2A (such Persons listed on Schedule 1.2A collectively being referred to as the “U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “BorrowersSellers”); the Persons listed on Schedule 1.2B; and Scottish Equity Partners LLP, a limited liability partnership formed under the laws of Scotland with registered number SO301884, as the Sellers’ Agent (as defined in Section 6.1). Certain other Obligors party to capitalized terms used in this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).are defined in Exhibit A.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit B-1 Form of Note Exhibit B-2 Form of Designated Bank Note Exhibit C Assignment Form of Notice of Borrowing Exhibit D Form of Notice of Conversion /Continuation Exhibit E List of Closing Documents Exhibit F Form of Compliance Certificate to Accompany Reports Exhibit E G Sample of Calculations of Financial Covenants Exhibit H Form of Debenture Competitive Bid Quote Request Exhibit I Form of Invitation for Competitive Bid Quote Exhibit J Form of Competitive Bid Quote Exhibit K Form of Designation Agreement Exhibit L Form of Guaranty Schedule E-1 1.1.1 Existing Letters of Credit Permitted Liens Schedule 1.1 Commitments of Lenders 1.1.2 Permitted Securities Options Schedule 1.1A Mandatory Cost Formulae 6.1(d) Equity Changes Schedule 1.1C U.K. Eligible Foreign Accounts 7.1-A Organizational Documents Schedule 1.1D U.K. Non7.1-Bank Lenders C Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 7.1-H Indebtedness for Borrowed Money; Contingent Obligations Schedule 8.6.1 Business Locations 7.1-I Pending Actions Schedule 9.1.9 7.1-P Environmental Matters Schedule 9.1.12 7.1-Q ERISA Compliance Matters Schedule 9.1.13 Names and Capital Structure 7.1-R Securities Activities Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND 7.1-T Insurance Policies AMENDED AND RESTATED LOAN AND SECURITY CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is This Amended and Restated Credit Agreement dated as of December 22September 7, 20112000 (as amended, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement supplemented or modified from time to time, the financial "AGREEMENT") is entered into among RECKSON OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("RECKSON"), the institutions party to this Agreement from time to time a party hereto as lenders (collectivelyLenders, “Lenders”)whether by execution of this Agreement or an Assignment and Acceptance, THE CHASE MANHATTAN BANK as Administrative Agent, UBS WARBURG LLC as Syndication Agent, DEUTSCHE BANK as Documentation Agent, and BANK OF AMERICA, N.A., a national banking association, CHASE SECURITIES INC. and UBS WARBURG LLC as administrative agent joint lead arrangers and as security trustee for the Lenders (“Agent”).joint book managers. RECITALS

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit B-1 Form of Note Exhibit B-2 Form of Designated Bank Note Exhibit C Assignment Form of Notice of Borrowing Exhibit D Form of Notice of Conversion/Continuation Exhibit E List of Closing Documents Exhibit F Form of Compliance Certificate to Accompany Reports Exhibit E G Sample of Calculations of Financial Covenants Exhibit H Form of Debenture Competitive Bid Quote Request Exhibit I Form of Invitation for Competitive Bid Quote Exhibit J Form of Competitive Bid Quote Exhibit K Form of Designation Agreement Exhibit L Form of Guaranty Schedule E-1 LC Lenders' Commitments and Notice Addresses Schedule 1.1.1 Existing Letters of Credit Permitted Liens Schedule 1.1 Commitments of Lenders 1.1.2 Permitted Securities Options Schedule 1.1A Mandatory Cost Formulae 6.1(d) Equity Changes Schedule 1.1C U.K. Eligible Foreign Accounts 7.1-A Organizational Documents Schedule 1.1D U.K. Non7.1-Bank Lenders C Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 7.1-H Indebtedness for Borrowed Money; Contingent Obligations Schedule 8.6.1 Business Locations 7.1-I Pending Actions Schedule 9.1.9 7.1-P Environmental Matters Schedule 9.1.12 7.1-Q ERISA Compliance Matters Schedule 9.1.13 Names and Capital Structure 7.1-R Securities Activities Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt 7.1-T Insurance Policies SECOND AMENDED AND RESTATED LOAN AND SECURITY CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is This Second Amended and Restated Credit Agreement dated as of December 2230, 20112002 (as amended, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement supplemented or modified from time to time, the financial "AGREEMENT") is entered into among RECKSON OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("RECKSON"), the institutions party to this Agreement from time to time a party hereto as lenders Lenders, whether by execution of this Agreement or an Assignment and Acceptance, JPMORGAN CHASE BANK (collectivelyformerly known as The Chase Manhattan Bank) as Administrative Agent, “Lenders”)WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITICOXX XXRTH AMERICA, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION as Co-Documentation Agents, and BANK OF AMERICA, N.A., a national banking association, J.P. MORGAN SECURITIES INC. (formerly known as administrative agent Chase Securities Inc.) xxx XXXXXON SMITH BARNEY INC. as co-lead arrangers and as security trustee for the Lenders (“Agent”).joint bookrunners. RECITALS

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B A Assignment and Acceptance Exhibit C B Assignment Notice Exhibit D Form of C Compliance Certificate Exhibit D IP Security Agreement Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Landlord Waiver Exhibit F Bailee Letter Exhibit G Joinder Exhibit H Solvency Certificate Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.2 EBITDA and Fixed Charge Coverage Ratio Amounts Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Special Flood Hazard Zone Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.17 Existing Affiliate Transactions LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, supplemented, restated, and/or otherwise modified from time to time, this “Agreement ”) is dated as of December 22May 12, 20112017, among CALLAWAY GOLF COMPANYHYDROFARM HOLDINGS LLC, a Delaware corporation limited liability company (“ParentInitial Borrower” or “Holdings”; immediately upon consummation of the Closing Date Acquisition and execution of the Assumption Agreement, Initial Borrower shall be succeeded as a Borrower hereunder by Hydrofarm, LLC, a California limited liability company (“Hydrofarm”), CALLAWAY GOLF SALES COMPANYEHH Holdings, LLC, a California corporation Delaware limited liability company (“Callaway SalesEHH”), CALLAWAY GOLF BALL OPERATIONS, INC.SunBlaster LLC, a Delaware corporation limited liability company (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersSunBlaster”), CALLAWAY GOLF CANADA LTD.and WJCO LLC, a Canada corporation Colorado limited liability company (“Canadian BorrowerWJCO”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”)), the other Obligors party to this Agreement parties from time to timetime signatory hereto as Obligors, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (in such capacity, “Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver US Term Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Canadian Term Note Exhibit B Form of Assignment and Acceptance Assumption Agreement Exhibit C Assignment Notice Form of Information Certificate Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 1.1(a) Commitments of the Lenders Schedule 1.1A Mandatory Cost Formulae 1.1(b) Excluded Subsidiaries Schedule 1.1C U.K. Eligible Foreign 1.1(c) Certain Store Closings Schedule 7.1 Commercial Tort Claims Schedule 7.2.1 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders 7.2.3 Credit Card Arrangements Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 8.3.3 Consignments Schedule 8.6.1 8.5.1 Business Locations Schedule 9.1.9 9.1.4 Names; Capital Structure; Warrants, Etc. Schedule 9.1.5 Former Names and Companies Schedule 9.1.6(a) Real Estate Schedule 9.1.6(b) Investments Schedule 9.1.8 Financial Statements Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.12 ERISA Compliance 9.1.16 Burdensome Agreements Schedule 9.1.13 Names and Capital Structure 9.1.17 Litigation Schedule 9.1.21 9.1.19 Material Contracts Schedule 9.1.20 Canadian Plans Schedule 9.1.22 Labor Contracts Schedule 9.1.25 Certain Transactions Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments 10.2.7 Restrictions on Subsidiary Distributions (Contractual Obligations) Schedule 10.2.3 Permitted Debt SECOND 10.2.9(i) Trademarks Licensed to Excluded Subsidiaries AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT is dated as of December 22(THIS “AGREEMENT”) IS ENTERED INTO AS OF JUNE 8, 2011, among CALLAWAY GOLF COMPANYAMONG MAYOR’S JEWELERS INC., a Delaware corporation A DELAWARE CORPORATION (THE “ParentUS BORROWER”), CALLAWAY GOLF SALES COMPANYBIRKS & MAYORS INC., a California corporation A CANADIAN CORPORATION (THE “Callaway SalesCANADIAN BORROWER” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “BORROWERS” AND EACH INDIVIDUALLY, A “BORROWER”), CALLAWAY GOLF BALL OPERATIONSEACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, THE “LENDERS” AND EACH INDIVIDUALLY, A “LENDER”), GB MERCHANT PARTNERS, LLC, AS ADMINISTRATIVE AGENT AND CO-COLLATERAL AGENT (IN ITS INDIVIDUAL CAPACITY, “GB”) AND XXXXX FARGO CREDIT, INC., a Delaware corporation AS CO-COLLATERAL AGENT AND AS DOCUMENTATION AGENT (“Callaway Operations”, and together with Parent and Callaway Sales, collectivelyIN ITS INDIVIDUAL CAPACITY, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“AgentWFC”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B A Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Real Estate in Special Flood Hazard Zone Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted 10.2.5 Existing Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN 10.2.17 Existing Affiliate Transactions Schedule 11 Outstanding Letters of Credit LOAN, GUARANTY AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN LOAN, GUARANTY AND SECURITY AGREEMENT is dated as of December 22June 24, 20112022, by and among CALLAWAY GOLF COMPANYINFINERA CORPORATION, a Delaware corporation (“ParentInfinera Corp”), CALLAWAY GOLF SALES COMPANYINFINERA NORTH AMERICA, LLC, a California corporation Delaware limited liability company (“Callaway SalesInfinera NA”), CALLAWAY GOLF BALL OPERATIONSINFINERA OPTICAL NETWORKS, INC., a Delaware corporation (“Callaway Infinera Optical”), INFINERA AMERICA, INC., a Delaware corporation (“Infinera America”), INFINERA (USA) INC., a Delaware corporation (“Infinera USA”), INFINERA OPERATIONS, LP, a Delaware limited partnership (“Infinera Operations”; and together with Infinera Corp, Infinera NA, Infinera Optical, Infinera America, Infinera USA, and together with Parent and Callaway Salesany entity joined hereto as a borrower after the date hereof, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD.individually, a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, the “Borrowers”), INFINERA OPTICAL HOLDING, INC., a Delaware corporation (“Infinera Holding” and together with any other party joined hereto as a guarantor, individually, a “Guarantor” and collectively, the other Obligors party to this Agreement from time to time“Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationassociation (“Bank of America”), as administrative agent and as security trustee for the Lenders (in such capacity, “Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note “A” Primary Leases (Identify the mineral leases and orders pertaining to the Xxxxx) EXHIBIT “B” XXXXX (INTERESTS OWNED BY [confidential information omitted] Exhibit A-2 Form of U.S. Revolver Note “B-1” Xxxxx (Interests owned by San Antonio Gas & Oil, Inc. and Altex Resources, Inc.) Exhibit A-3 Form of U.K. Revolver Note “B-3” Altex II Assets and liabilities Exhibit B “C” Support Systems (Describe disposal xxxxx and disposal facilities together with any gathering and processing facilities) Exhibit “D” Surface Rights (Identify all Surface Leases, easements and rights-of-way) Exhibit “D-1” Fee Lands Exhibit “E” Contracts (Identify all material contracts such as joint operating agreements, farmout agreements, participation agreements, etc.) Exhibit “F” Allocated Values (For Purchase Price adjustment purposes and, if applicable, preferential purchase rights, allocated values for the assets should be specified) Exhibit “G” Assignment and Acceptance Xxxx of Sale Exhibit C Assignment Notice “H” Non-Foreign Affidavit Exhibit D Form “I” Arbitration Schedule 3.1(b) Assumption of Compliance Certificate Exhibit E Form of Debenture Altex II Liabilities Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign 3.1(c) Shell Trading Portfolio Accounts Schedule 1.1D U.K. Non3.4(b) Adjustment Xxxxx Schedule 4.3 Employees of Altex II (Compensation and Benefits) Schedule 10.4 Litigation Schedule 10.5 Material Change Schedule 10.7 Consents and Governmental Approvals Schedule 10.8 Insurance Coverages Schedule 10.10 Compliance with Law Schedule 10.11 Authority for Expenditures Schedule 10.13 Take-Bank Lenders or-Pay Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 10.14 Preferential Purchase Right Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor 10.17 Marketing Contracts Schedule 10.2.1 Existing Liens 10.18 Production Imbalances Schedule 10.2.2 Permitted Investments 10.22 Suspense Accounts Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).10.23 Capital Expenditures Schedule 10.24

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian A Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B C Assignment and Acceptance Exhibit C D Assignment Notice Exhibit D Form of E Borrowing Base Certificate Exhibit F Compliance Certificate Exhibit E G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Debenture Schedule E-1 Existing Letters of Credit Joinder Schedule 1.1 Revolver Commitments of Lenders Lenders* Schedule 1.1A Mandatory Cost Formulae 7.1 Commercial Tort Claims Schedule 1.1C U.K. Eligible Foreign Accounts 7.4 Mortgages* Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 8.5 Deposit Accounts* Schedule 8.6.1 Business Locations of Collateral Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses* Schedule 9.1.14 Environmental Matters* Schedule 9.1.15 Burdensome Contracts Schedule 9.1.16 Litigation* Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Debt* Schedule 10.2.2 Existing Liens Schedule 10.2.2 10.2.5 Permitted Investments Schedule 10.2.3 10.2.7 Permitted Debt Asset Dispositions* Schedule 10.2.15 Restrictive Agreements* Schedule 10.2.18 Existing Affiliate Transactions Schedule 11 Mandatory Costs Schedule 11.1 Events not Constituting an Event of Default * Schedules denoted with an asterisk have been updated pursuant to Section 15.19 of this Agreement. SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22November 15, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation 2013 (this “ParentAgreement”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSamong COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersCompany”), CALLAWAY GOLF CANADA LTD.each other Borrower (as herein defined) from time to time party hereto (together, a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian BorrowerCompany, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. A Revolver Note Exhibit B Intentionally Omitted Exhibit C Assignment and Acceptance Exhibit C D Assignment Notice Exhibit D Form of E Borrowing Base Certificate Exhibit F Compliance Certificate Exhibit E G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Debenture Schedule E-1 Existing Letters of Credit Joinder Exhibit J Perfection Certificate Schedule 1.1 Revolver Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 7.1 Commercial Tort Claims Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders 8.6.1 Locations of Collateral Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Burdensome Contracts Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.1.15 Post Closing Covenants Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 10.2.6(I) Permitted Investments in Subsidiaries Schedule 10.2.3 10.2.6(II Permitted Debt SECOND Investments as of the Effective Date Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default Third AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22April 12, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation 2017 (this “ParentAgreement”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSamong COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersCompany”), CALLAWAY GOLF CANADA LTD.each other Borrower (as herein defined) from time to time party hereto (together, a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian BorrowerCompany, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B A Assignment and Acceptance Exhibit C B Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1C Eligible Inventory Schedule 1.1C U.K. Eligible Foreign 1.1S Equity Interest Holders Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders 8.6.1 Equity Interests Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 8.6.2 Debt Securities Instruments Schedule 8.6.1 Business Locations 8.8 Letters of Credit Schedule 9.1.9 Environmental Matters 8.9.1 Location of Collateral Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN 10.2.17 Existing Affiliate Transactions (i) LOAN, GUARANTY AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is dated as of December 22March 31, 20112014, among CALLAWAY GOLF COMPANYPARAMETRIC SOUND CORPORATION, a Delaware Nevada corporation (“ParentParametric”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSVOYETRA TURTLE BEACH, INC., a Delaware corporation (“Callaway OperationsVoyetra”, ; and together with Parent Parametric, individually “US Borrower,” and Callaway Sales, individually and collectively, jointly and severally, “U.S. US Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF TURTLE BEACH EUROPE LTD.LIMITED, a company organized under the laws of limited by shares and incorporated in England (registered and Wales with company number 02756321) 03819186 (“U.K. Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually “Borrower” and together with the U.S. Borrowers individually and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to timePSC LICENSING CORP., a California corporation (“PSC”), VTB HOLDINGS, INC., a Delaware corporation (“VTB”; and together with PSC, individually a “US Guarantor” and individually and collectively, jointly and severally, “US Guarantors”; and together with US Borrowers, individually a “UK Guarantor” and individually and collectively, jointly and severally, “UK Guarantors”; UK Guarantors and US Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent collateral agent and as security trustee for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and BANK OF AMERICA, N.A. as sole lead arranger and sole book runner for the Lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A — Indemnity Escrow Agreement Exhibit B — Adjustment Escrow Agreement Exhibit C — Financial Statements Exhibit D — Form of Canadian Revolver Note Opinion of Sellers’ counsel Exhibit A-2 E — Form of U.S. Revolver Note Releases Exhibit A-3 F — Form of U.K. Revolver Note Opinion of Purchaser’s counsel Exhibit G — Confidentiality Agreement Schedule A — Advertising and Promotional Services Schedule B Assignment and Acceptance Exhibit — Payment Obligations Schedule C Assignment Notice Exhibit — Accrued Liabilities Schedule D Form — Addresses of Sellers Schedule E — Permitted Disclosures Schedule F — Press Release LIST OF DISCLOSURE SCHEDULES Conflicts Schedule Consents Schedule Capitalization Schedule Subsidiaries Schedule Financial Statements Schedule Developments Schedule Assets Schedule Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Taxes Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Intellectual Property Schedule 9.1.13 Names and Capital Structure Real Estate Schedule 9.1.21 Labor Litigation Schedule Employee Benefits Schedule Affiliate Transactions Schedule Insurance Schedule Employees Schedule Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY STOCK PURCHASE AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY This STOCK PURCHASE AGREEMENT is dated made as of December 22May 7, 20112003, by and among CALLAWAY GOLF COMPANYXxXxxxxxx & Company, Incorporated, a Maryland corporation (the “Purchaser”), Xxxxxxxx’x Brands, Inc., a Delaware corporation (the “Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “LendersCompany”), and BANK OF AMERICAthe stockholders and warrant holders listed on the stockholder signature pages attached hereto (each a “Seller” and collectively, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“AgentSellers”). The Purchaser, the Sellers and the Company are sometimes referred to collectively herein as the “Parties.” Certain capitalized terms which are used herein are defined in Section 8 below.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. A Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Joinder Agreement Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Bank Product Notice Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 2 Existing Investments Schedule 1.1C U.K. Eligible Foreign 8.4 Labeling Equipment Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.7 Distributions Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 10.2.1(c) Existing Indebtedness Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND 10.2.16 Existing Affiliate Transactions THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22July 5, 20112016, among CALLAWAY GOLF SENECA FOODS CORPORATION, a New York corporation (the "Parent"), SENECA FOODS, LLC, a Delaware limited liability company ("Seneca LLC"), SENECA SNACK COMPANY, a Delaware Washington corporation (“Parent”"Seneca Snack"), CALLAWAY GOLF SALES GREEN VALLEY FOODS, LLC, a Delaware limited liability company ("Green Valley", and together with the Parent, Seneca LLC and Seneca Snack, collectively, the "Borrowers"), XXXXXX FOODS, INC., a New York corporation ("Xxxxxx"), LEBANON VALLEY COLD STORAGE, LLC, a Pennsylvania limited liability company ("Lebanon LLC"), LEBANON VALLEY COLD STORAGE, LP, a Pennsylvania limited partnership ("Lebanon LP"), PORTLAND FOOD PRODUCTS COMPANY, an Oregon corporation ("Portland Food"), XXXX & COMPANY, an Oregon corporation ("Xxxx"), and XXXXX FRUIT CO., INC., a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”"Xxxxx Fruit", and together with Parent Xxxxxx, Lebanon LLC, Lebanon LP, Portland Food and Callaway SalesXxxx, collectively, “U.S. Borrowers”the "Guarantors"), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “"Lenders”"), BANK OF AMERICA, N.A., a national banking association, as agent for the Secured Parties ("Agent"), as Issuing Bank and as Syndication Agent and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”)Lead Arranger.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form Schedule 1.1 Revolver Commitments of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Lenders Schedule E-1 1.2 Existing Letters of Credit Schedule 1.1 Commitments of Lenders 1.1K Key Performance Indicator Targets Schedule 1.1A Mandatory Cost Formulae 7.5.1 Commercial Tort Claims Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Liens 10.2.1(u) Unsecured Debt Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted 10.2.7 Certain Intercompany Debt SECOND Subordination Terms Exhibit A Assignment Exhibit B Assignment Notice Exhibit C Compliance Certificate Exhibit D U.S. Tax Compliance Certificate Exhibit E Notice of Borrowing CONFORMED LOAN AGREEMENT Incorporates: Amendment Number One dated as of April 12, 2023, AMENDED AND RESTATED LOAN LOAN, GUARANTY AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN LOAN, GUARANTY AND SECURITY AGREEMENT is dated as of December 2220, 20112022 by and among GUESS?, among CALLAWAY GOLF COMPANYINC., a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSGUESS? RETAIL, INC., a Delaware corporation (“Callaway OperationsRetail”), GUESS.COM, INC., a Delaware corporation (“Com”; and together with Parent Parent, Retail and Callaway Salesany party that joins this Agreement as a “U.S. Borrower” pursuant to Section 10.1.9(a), each a “U.S. Borrower” and collectively, the “U.S. Borrowers”), CALLAWAY GOLF GUESS? CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD.CORPORATION, a company organized amalgamated under the laws of England (registered number 02756321) the province of Nova Scotia, Canada (“U.K. Guess Canada”; together with each party that joins this Agreement as a “Canadian Borrower” pursuant to Section 10.1.9(a), each a “Canadian Borrower” and collectively, the “Canadian Borrowers”; and together with the U.S. Borrowers Borrowers, each a “Borrower” and the Canadian Borrower, collectively, the “Borrowers”), the other Obligors Parent and certain Subsidiaries of Parent party to this Agreement from time to timeas guarantor (each, a “Guarantor” and collectively, the “Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders and solely with respect to the loan servicing requirements of the Canadian Borrowers, Bank of America-Canada Branch, or in each case, its successor appointed pursuant to Section 13.8.1 (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver A Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Borrowing Base Exhibit E Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit F Closing Checklist Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign 8.2.4 Dominion Accounts Schedule 1.1D U.K. Non-Bank Lenders 8.4 Deposit Accounts Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 8.5.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Former Names and Companies Schedule 9.1.15 Restrictive Agreements Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND 10.2.17 Existing Affiliate Transactions AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is AGREEMENT, dated as of December 22July 27, 2011, among CALLAWAY GOLF XXXXXX TIRE & RUBBER COMPANY, a Delaware corporation (“ParentCooper”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSMAX-TRAC TIRE CO., INC., a Delaware an Ohio corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. BorrowerMax-Trac” and together with the U.S. Borrowers and the Canadian BorrowerCooper, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee (in such capacity, “Administrative Agent”) for the Lenders and collateral agent (in such capacity, “Collateral Agent”) for the Lenders and other Secured Parties, PNC Bank, National Association, a national banking association, as syndication agent (“Syndication Agent”), Banc of America Securities LLC and PNC Capital Markets LLC, as joint book managers (in such capacity, “Joint Book Managers”) and joint lead arrangers (in such capacity, “Joint Lead Arrangers”) amends and restates in its entirety the Loan and Security Agreement (as amended to the date hereof, without giving effect to the amendments and restatements set forth herein, the “Existing Loan and Security Agreement”), dated as of November 9, 2007, among the Borrowers party thereto, the financial institutions party thereto as lenders and Bank of America, N.A., as agent for such lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B A Assignment and Acceptance Exhibit C B Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1C Eligible Inventory Schedule 1.1C U.K. Eligible Foreign 1.1S Specified Closing Date Holders Schedule 6.3 Post-Restatement Effective Date Conditions Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders 8.6.1 Equity Interests Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 8.6.2 Debt Securities Instruments Schedule 8.6.1 Business Locations 8.8 Letters of Credit Schedule 9.1.9 Environmental Matters 8.9.1 Location of Collateral Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Real Property in Special Flood Hazard Zone Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Permitted Debt; Borrowed Money Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND 10.2.17 Existing Affiliate Transactions AMENDED AND RESTATED LOAN LOAN, GUARANTY AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is dated as of December 22March 5, 20112018, among CALLAWAY GOLF COMPANYTURTLE BEACH CORPORATION, a Delaware corporation Nevada corporation, formerly known as Parametric Sound Corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSVOYETRA TURTLE BEACH, INC., a Delaware corporation (“Callaway OperationsVoyetra”, ; and together with Parent Parent, individually “US Borrower,” and Callaway Sales, individually and collectively, jointly and severally, “U.S. US Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF TURTLE BEACH EUROPE LTD.LIMITED, a company organized under the laws of limited by shares and incorporated in England (registered and Wales with company number 02756321) 03819186 (“U.K. Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually “Borrower” and together with the U.S. Borrowers individually and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to timeVTB HOLDINGS, INC., a Delaware corporation (“VTB” or “US Guarantor”; and together with US Borrowers, individually a “UK Guarantor” and individually and collectively, jointly and severally, “UK Guarantors”; UK Guarantors and US Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationassociation (“Bank of America”), as administrative agent collateral agent and as security trustee for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and Bank of America as sole lead arranger and sole book runner for the Lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Tranche A Revolver Note Exhibit A-2 Form of U.S. Tranche B Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B C Assignment and Acceptance Exhibit C D Assignment Notice Exhibit D Form of E Borrowing Base Certificate Exhibit F Compliance Certificate Exhibit E G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Debenture Schedule E-1 Existing Letters of Credit Joinder Exhibit J Perfection Certificate Schedule 1.1 Revolver Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 7.1 Commercial Tort Claims Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders 8.6.1 Locations of Collateral Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Burdensome Contracts Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.1.15 Post Closing Covenants Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 10.2.6(I) Permitted Investments in Subsidiaries Schedule 10.2.3 10.2.6(II Permitted Debt SECOND Investments as of the Effective Date Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22April 12, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation 2017 (this “ParentAgreement”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSamong COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersCompany”), CALLAWAY GOLF CANADA LTD.each other Borrower (as herein defined) from time to time party hereto (together, a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian BorrowerCompany, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Forms of Term Notes Exhibit C Form of Notice of Conversion/Continuation Exhibit D Form of Notice of Borrowing Exhibit E Compliance Certificate Exhibit F Opinion Letter Requirements Exhibit G Form of Assignment and Acceptance Exhibit C Assignment H Form of Notice Exhibit D I Joint Ventures Constituting Permitted Affiliates Exhibit J Approved Processors Exhibit K Form of Compliance Borrowing Base Certificate Exhibit E Form of Debenture L Imported Inventory Agreement Schedule E-1 Existing Letters of Credit 1 Commitments Schedule 1.1 Commitments of Lenders 2 Notice Addresses Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 8.1.1 Borrowers’ Business Locations Schedule 9.1.9 8.1.2 Borrowers’ Insurance Schedule 9.1.1 Jurisdictions in which Borrowers and each Subsidiary is Authorized to do Business Schedule 9.1.4 Capital Structure of Borrowers Schedule 9.1.5 Corporate Names Schedule 9.1.12 Surety Obligations Schedule 9.1.13 Tax Identification and Organizational Identification Numbers of Borrowers and Subsidiaries Schedule 9.1.15 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.18 Contracts Restricting Borrowers’ Right to Incur Debts Schedule 9.1.19 Litigation Schedule 9.1.21 Capitalized and Operating Leases Schedule 9.1.23 Labor Relations Schedule 9.1.27 Real Property Schedule 9.1.28 Environmental Matters Schedule 9.1.12 ERISA Compliance 9.1.30 Bank Accounts Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing 10.2.5 Permitted Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND 10.2.8 Restrictions on Upstream Payments AMENDED AND RESTATED LOAN CREDIT AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN CREDIT AND SECURITY AGREEMENT (this “Agreement”) is dated made on May 9, 2006, by and among PNA GROUP, INC. (individually “PNA” and, in its capacity as the representative of December 22the other Borrowers pursuant to Section 4.4 hereof, 2011“Borrower Agent”), among CALLAWAY GOLF a Delaware corporation with its chief executive office and principal place of business at 000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000; XXXXX PIPE & STEEL COMPANY, an Arizona corporation (“Xxxxx”) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; INFRA-METALS CO., formerly known as Preussag International Steel Corporation, a Georgia corporation (“Infra-Metals”), with its chief executive office and principal place of business at 000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000; FERALLOY CORPORATION, a Delaware corporation (“ParentFeralloy”)) with its chief executive office and principal place of business at 0000 X. Xxxxxxx, CALLAWAY GOLF SALES COMPANYChicago, Illinois 60631; DELTA STEEL L.P., a California Texas limited partnership and successor by conversion to Delta Steel, Incorporated (“Delta Steel”) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; DELTA GP, L.L.C., a Texas limited liability company (“delta GP”) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; DELTA LP, L.L.C., a Delaware limited liability company (“Delta LP”) with its chief executive office and principal place of business at 000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000; DELNOR CORPORATION, a Texas corporation (“Callaway SalesDelnor”)) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, CALLAWAY GOLF BALL OPERATIONSSuite 600, INC.Houston, Texas 77056; TRAVEL MERGER CORPORATION, a Delaware corporation (“Callaway OperationsMerger Sub”) with its chief executive office and principal place of business at 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000; and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD.TRAVEL MAIN CORPORATION, a Canada Delaware corporation (“Canadian PropertyCo”) with its chief executive office and principal place of business at 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (PNA, Xxxxx, Infra-Metals, Feralloy, Delta Steel, Delta GP, Delta LP, Delnor, Merger Sub And PropertyCo being referred to collectively as “Borrowers,” and individually as a “Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under ); the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the various financial institutions party to this Agreement from time to time as lenders (collectively, listed on the signature pages hereof and their respective successors and permitted assigns which become “Lenders”), and ” as provided herein; BANK OF AMERICA, N.A., a national banking associationassociation with an office at 000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, as successor agent to Fleet Capital Corporation in its capacity as collateral and administrative agent and as security trustee for the Lenders pursuant to section 13 hereof (together with its successors in such capacity, “Administrative Agent”); XXXXX FARGO FOOTHILL, LLC a Delaware limited liability company, in its capacity as syndication agent for the Lenders pursuant to Section 13 hereof (together with its successors in such capacity, “Syndication Agent”), and THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, LASALLE BANK NATIONAL ASSOCIATION, a national banking association and WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), an Illinois corporation in their capacities as co-documentation agents for the Lenders pursuant to Section 13 hereof (together with their successors in such capacity, “Co-Documentation Agents” and collectively with Administrative Agent and Syndication Agent, the “Agents”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Assignment Exhibit A-2 B Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Borrowing Base Report Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Debenture Schedule E-1 Existing Letters Notice of Credit Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1(b) Account Debtors Schedule 1.1C U.K. Eligible Foreign 2.2 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business 8.7.1 Collateral Locations Schedule 9.1.9 Environmental Matters 9.1.3 Approvals; Other Consents Schedule 9.1.12 ERISA Compliance 9.1.5 Material Debt and Other Liabilities Schedule 9.1.13 Names and 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.21 Labor 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.2.1 Existing 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Liens Schedule 10.2.2 Permitted 10.2.4 Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.10Transactions with Affiliates LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22June 29, 20112018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CALLAWAY GOLF COMPANYCSI COMPRESSCO LP, a Delaware corporation limited partnership (the “ParentCompany”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, CSI COMPRESSCO SUB INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersSub Inc.”), CALLAWAY GOLF CANADA LTD.CSI COMPRESSCO OPERATING LLC, a Canada corporation Delaware limited liability company, (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. BorrowerOperating LLC” and together collectively, with the U.S. Borrowers Company and Sub Inc. the Canadian Borrower, collectively, “Borrowers”), certain subsidiaries of the other Obligors party to this Agreement from time to timeBorrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as lenders (collectivelyLenders, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Form of Guarantee and Collateral Agreement Exhibit C Form of Assignment and Acceptance Exhibit C D Form of Assignment Notice Exhibit D E Form of Bank Product Notice Exhibit F Form of Intercreditor Agreement Exhibit G Form of Holdings Subordination Agreement Exhibit H Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.2 Marked-to-Market Basis Schedule 1.1C U.K. Eligible Foreign 1.3 Excluded Real Estate Schedule 7.4 Pledged Collateral Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 9.1.8 Subsidiaries and Equity Related Agreements Schedule 9.1.10 Material Contracts Schedule 9.1.17 Environmental Matters Schedule 9.1.12 ERISA Compliance 9.1.18 Insurance Schedule 9.1.13 Names 9.1.20 Real Estate Matters Schedule 9.1.26 Patents, Trademarks, Copyrights and Capital Structure Schedule 9.1.21 Labor Contracts Licenses Schedule 10.2.1 Existing Indebtedness Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted 10.2.4 Existing Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22July 3, 20112008, among CALLAWAY GOLF COMPANYALON REFINING XXXXX SPRINGS, INC., a Delaware corporation (the “ParentCompany” or a “Borrower”), CALLAWAY GOLF SALES COMPANYEACH OTHER PARTY JOINED AS A BORROWER HEREUNDER FROM TIME TO TIME (each individually, a California corporation (“Callaway SalesBorrower” and, collectively with the Company, the “Borrowers”), CALLAWAY GOLF BALL OPERATIONSALON REFINING LOUISIANA, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersHoldings”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit EXHIBIT A Assignment EXHIBIT B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 SCHEDULE 1.1(a) SCHEDULE 1.1(b) SCHEDULE 6.1(o) Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Specified Foreign Account Debtors Closing Date Mortgaged Properties SCHEDULE 7.3 Pledged Collateral SCHEDULE 7.5 SCHEDULE 8.2.1 Commercial Tort Claims Borrowing Base Reporting SCHEDULE 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule and Securities Accounts SCHEDULE 8.6.1 Business Locations Schedule 9.1.9 SCHEDULE 9.1.6 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names SCHEDULE 9.1.14(a) Obligors and Capital Structure Schedule 9.1.21 Labor Subsidiaries SCHEDULE 9.1.14(b) Capitalization SCHEDULE 9.1.15 Entity Information SCHEDULE 9.1.16(b) Sand Mines SCHEDULE 9.1.20 Swap Obligations SCHEDULE 9.1.23 Major Material Contracts Schedule SCHEDULE 9.1.27 Credit Card Agreements SCHEDULE 10.1.11 Post-Closing Obligations SCHEDULE 10.2.1 Existing Debt SCHEDULE 10.2.2 Existing Liens Schedule 10.2.2 Permitted SCHEDULE 10.2.3 Restrictive Agreements SCHEDULE 10.2.4 Existing Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED SCHEDULE 10.2.14 Existing Affiliate Transactions LOAN, SECURITY AND RESTATED LOAN AND SECURITY GUARANTY AGREEMENT THIS SECOND AMENDED LOAN, SECURITY AND RESTATED LOAN AND SECURITY GUARANTY AGREEMENT is dated as of December February 22, 20112023 (as amended, modified or supplemented from time to time, this “Agreement”), among CALLAWAY GOLF ATLAS SAND COMPANY, LLC, a Delaware corporation limited liability company (the “Parent”), CALLAWAY GOLF SALES COMPANY, Company” and a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway OperationsBorrower”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under any Restricted Subsidiary of the laws of England (registered number 02756321) (“U.K. Borrower” and together with Company that becomes party to this Agreement as an additional Borrower after the U.S. Borrowers and the Canadian Borrowerdate hereof, collectively, “Borrowers”), the other Obligors party to this Agreement from time to timeand certain of their Subsidiaries, as Guarantors, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationassociation (“Bank of America”), as administrative agent and as security trustee for the Lenders (in such capacity, “Agent”).

LIST OF EXHIBITS AND SCHEDULES. Annex A Real Estate subject to Mortgage Requirement Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B A Assignment and Acceptance Exhibit C B Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1(a) Investments Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters 9.1.1 Organization and Qualification Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.8 Surety Obligations Schedule 9.1.9 Taxes Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plan Disclosures Schedule 9.1.20 Labor Contracts Schedule 10.2.1 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.16 Existing Affiliate Transactions LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22August 31, 20112012, among CALLAWAY GOLF COMPANYALLIANCE HAULERS, INC., a Delaware Texas corporation (“ParentAlliance”), CALLAWAY GOLF SALES COMPANYATLAS-TUCK CONCRETE, INC., an Oklahoma corporation (“Atlas”), BRECKENRIDGE READY MIX, INC., a Texas corporation (“Breckenridge”), CENTRAL CONCRETE SUPPLY CO., INC., a California corporation (“Callaway SalesCentral Concrete”), CALLAWAY GOLF BALL OPERATIONSCENTRAL PRECAST CONCRETE, INC., a California corporation (“Central Precast”), EASTERN CONCRETE MATERIALS, INC., a New Jersey corporation (“Eastern”), IXXXXX CONCRETE, LLC, a Texas limited liability company (“Ixxxxx”), KXXXX GRAVEL COMPANY, a Michigan corporation (“Kxxxx”), LOCAL CONCRETE SUPPLY & EQUIPMENT, LLC, a Delaware limited liability company (“Local”), MASTER MIX, LLC, a Delaware limited liability company (“Master”), PEBBLE LANE ASSOCIATES, LLC, a Delaware limited liability company (“Pebble”), REDI-MIX, LLC, a Texas limited liability company (“Redi-Mix”), RIVERSIDE MATERIALS, LLC, a Delaware limited liability company (“Riverside”), SAN DIEGO PRECAST CONCRETE, INC., a Delaware corporation (“Callaway OperationsSan Diego”), SXXXX PRE-CAST, INC., a Delaware corporation (“Sxxxx”), SUPERIOR CONCRETE MATERIALS, INC., a District of Columbia corporation (“Superior”), USC TECHNOLOGIES, INC., a Delaware corporation (“USC”), U.S. CONCRETE ON-SITE, INC., a Delaware corporation (“On-Site”), and U.S. CONCRETE, INC., a Delaware corporation, (“US Concrete”, and together with Parent Alliance, Atlas, Breckenridge, Central Concrete, Central Precast, Eastern, Ingram, Kurtz, Local, Master, Pebble, Redi-Mix, Riverside, San Diego, Sxxxx, Superior, USC and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian BorrowerOn-Site, collectively, “Borrowers”), the other Obligors party to this Agreement from time to timehereinafter defined “Guarantors”, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. A Domestic Revolver Note Exhibit B UK Revolver Note Exhibit C Assignment and Acceptance Exhibit C D Assignment Notice Exhibit D Form of E Borrowing Base Certificate Exhibit F Compliance Certificate Exhibit E G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Debenture Schedule E-1 Existing Letters of Credit Joinder Schedule 1.1 Revolver Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 7.1 Commercial Tort Claims Schedule 1.1C U.K. Eligible Foreign 7.4 Mortgages Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders 8.6.1 Locations of Collateral Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 10.2.5 Permitted Investments Schedule 10.2.3 10.2.7 Permitted Debt SECOND AMENDED AND RESTATED Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11 Mandatory Costs Schedule 11.1 Events not Constituting an Event of Default LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22January 7, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation 2009 (this “ParentAgreement”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSamong COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersCompany”), CALLAWAY GOLF CANADA LTD.each Domestic Borrower (as herein defined) from time to time party hereto, a Canada corporation each UK Borrower (“Canadian as herein defined) from time to time party hereto (together, each Domestic Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers UK Borrower and the Canadian BorrowerCompany, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note A Assignment Exhibit B Assignment and Acceptance Notice Exhibit C Assignment Notice Subordination Agreement Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Joinder Agreement Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.2 Borrowers and Guarantors Schedule 1.1C U.K. Eligible Foreign Accounts 1.3 Existing Letters of Credit Schedule 1.1D U.K. Non-Bank Lenders 1.4 Approved Account Debtors Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 1.5 Notice Website Address Schedule 7.3.1(a) Closing Date Real Estate Schedule 7.3.1(b) Primary Mortgaged Real Estate Schedule 7.3.1(c) Supplemental Mortgaged Real Estate Schedule 7.3.1(d) Unencumbered Real Estate as of the Closing Date Schedule 8.6.1 Business Locations Schedule 9.1.9 9.2 Governmental Approvals Schedule 9.7 Permits, Franchises, Patents, Copyrights, Etc. Exceptions Schedule 9.8 Commercial Tort Claims; Litigation Schedule 9.11 Tax Sharing Agreements Schedule 9.12.3 ERISA Events Schedule 9.12.4 ERISA Obligations Schedule 9.13.1 Subsidiaries; Equity Interests Schedule 9.13.3 Options, Etc. Schedule 9.16 Environmental Matters Schedule 9.1.12 ERISA Compliance 9.18 Certain Transactions Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 9.23 Labor Contracts Matters Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Existing Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED Existing Indebtedness LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22February 27, 20112015, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSXXXXXXX WASTE SYSTEMS, INC., a Delaware corporation (the “Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersCompany”), CALLAWAY GOLF CANADA LTD., each subsidiary of the Company party hereto from time to time as a Canada corporation borrower and listed on Schedule 1.2 (each a “Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian BorrowerCompany, collectively, the “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B A Assignment and Acceptance Exhibit C B Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1C Eligible Inventory Schedule 1.1C U.K. Eligible Foreign 1.1S Specified Closing Date Holders Schedule 6.3 Post-Second Amendment Effective Date Conditions Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders 8.6.1 Equity Interests Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 8.6.2 Debt Securities Instruments Schedule 8.6.1 Business Locations 8.8 Letters of Credit Schedule 9.1.9 Environmental Matters 8.9.1 Location of Collateral Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Real Property in Special Flood Hazard Zone Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Permitted Debt; Borrowed Money Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND 10.2.17 Existing Affiliate Transactions AMENDED AND RESTATED LOAN LOAN, GUARANTY AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is dated as of December 22March 5, 20112018, among CALLAWAY GOLF COMPANYTURTLE BEACH CORPORATION, a Delaware corporation Nevada corporation, formerly known as Parametric Sound Corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSVOYETRA TURTLE BEACH, INC., a Delaware corporation (“Callaway OperationsVoyetra”), TBC HOLDING COMPANY LLC, a Delaware limited liability company (“TBC Holding”); PERFORMANCE DESIGNED PRODUCTS LLC, a California limited liability company (“Performance Designed”; and together with Parent Parent, Voyetra, and Callaway SalesTBC Holding, individually “US Borrower,” and individually and collectively, jointly and severally, “U.S. US Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF TURTLE BEACH EUROPE LTD.LIMITED, a company organized under the laws of limited by shares and incorporated in England (registered and Wales with company number 02756321) 03819186 (“U.K. Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually “Borrower” and together with the U.S. Borrowers individually and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to timeVTB HOLDINGS, INC., a Delaware corporation (“VTB” and “US Guarantor”; and together with US Borrowers, individually a “UK Guarantor” and individually and collectively, jointly and severally, “UK Guarantors”; UK Guarantors and US Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationassociation (“Bank of America”), as administrative agent collateral agent and as security trustee for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and Bank of America as sole lead arranger and sole book runner for the Lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Term B/C/D/E/F/G Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Joinder Agreement Exhibit E Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Lender Term B Loan Amounts Schedule 1.1B Lender Term C Loan Amounts Schedule 1.1C U.K. Eligible Foreign Lender Term D Loan Amounts Schedule 1.1D Lender Term E Loan Amounts Schedule 1.1E Lender Term F Loan Amounts Schedule 1.1F Lender Term G Loan Amounts Schedule 7.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 7.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 8.1.4 Names and Capital Structure Schedule 9.1.21 8.1.5 Corporate Names; Locations Schedule 8.1.8 Surety Obligations Schedule 8.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.14 Environmental Matters Schedule 8.1.15 Restrictive Agreements Schedule 8.1.16 Litigation Schedule 8.1.18 Pension Plans Schedule 8.1.20 Labor Contracts Schedule 10.2.1 8.1.29 Material Contracts Schedule 9.2.1 Existing Indebtedness Schedule 9.2.2 Existing Liens Schedule 10.2.2 Permitted 9.2.5 Investments Schedule 10.2.3 Permitted Debt SECOND 9.2.17 Existing Affiliate Transactions FIFTH AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT THIS SECOND FIFTH AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 22June 28, 2011, 2013 among CALLAWAY GOLF KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative” or “Parent”), CALLAWAY GOLF SALES COMPANY, ) and its Domestic Subsidiaries from time to time a California corporation party hereto (each a “Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together collectively with the U.S. Borrowers and the Canadian Borrower, collectivelyBorrower Representative, “Borrowers”), the other Obligors (as defined below) party to this Agreement from time to timehereto, SCSF Kellwood Finance, LLC, a Delaware limited liability company (“SCSF Finance”) and Sun Kellwood Finance, LLC, a Delaware limited liability company (“Sun Finance” and, together with the SCSF Finance, each a “Lender” and collectively, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”)) and Sun Finance, and BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative collateral agent and as security trustee for each Lender (the Lenders (“Collateral Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note A Assignment Exhibit B Assignment and Acceptance Notice Exhibit C Assignment Notice C-1 Form of In-Transit Inventory Lien Waiver Exhibit C-2 Form of Vendor Lien Waiver Exhibit D Form of Compliance Certificate Guarantee and Collateral Agreement Exhibit E Form of Debenture Intercreditor Agreement Exhibit F Form of Perfection Certificate Schedule E-1 1.1(A) Existing Letters of Credit Schedule 1.1 1.1(B) Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 9.1.3 Governmental Licenses Schedule 1.1C U.K. Eligible Foreign Accounts 9.1.5 Real Property TABLE OF CONTENTS (continued) Page Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental 9.1.6 Disclosed Matters Schedule 9.1.12 ERISA Compliance Subsidiaries Schedule 9.1.13 Names and Capital Structure Insurance Schedule 9.1.21 Labor 9.1.23 Material Contracts Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted 10.2.4 Existing Investments Schedule 10.2.3 10.2.5 Permitted Debt SECOND AMENDED AND RESTATED Asset Dispositions Schedule 10.2.9 Existing Affiliate Transactions Schedule 10.2.10 Existing Restrictive Agreements LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22June 30, 20112015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), and is by and among CALLAWAY GOLF COMPANYHORIZON GLOBAL CORPORATION, a Delaware corporation (“ParentParent Borrower”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSCEQUENT PERFORMANCE PRODUCTS, INC., a Delaware corporation (“Callaway OperationsCequent Performance”), CEQUENT CONSUMER PRODUCTS, INC., an Ohio corporation (“Cequent Consumer” and together with Parent Borrower and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian BorrowerCequent Performance, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B A Assignment and Acceptance Exhibit C B Assignment Notice Exhibit C Form of Notice of Borrowing Exhibit D Form of Guaranty Exhibit E Form of Compliance Certificate Exhibit E F Form of Debenture Schedule E-1 Existing Letters U.S. Tax Compliance Certificate Exhibit G Form of Credit Joinder Exhibit H Initial Budget Exhibit I Form of Global Intercompany Note Exhibit J Form of Variance Report Certificate Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1(a) Subject Real Property Schedule 1.1C U.K. Eligible Foreign 1.1(b) Commitment Letter Schedule 6.2.1 List of Closing Documents Schedule 6.3 Conditions Subsequent Schedule 7.1(c) Commercial Tort Claims Schedule 7.3(a) Equity Interests and Debt Securities Schedule 8.5 Deposit Accounts, Security Accounts, Commodity Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.10 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Litigation Schedule 9.1.18 Labor Contracts Relations Schedule 10.1.16 Immaterial Subsidiaries Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted 10.2.4 Existing Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.16 Existing Affiliate Transactions SENIOR SECURED SUPER-PRIORITY REPLACEMENT DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED SENIOR SECURED SUPER-PRIORITY REPLACEMENT DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT is dated as of December 22February 27, 20112023 (as amended, among CALLAWAY GOLF COMPANYrestated, a Delaware corporation supplemented or otherwise modified from time to time in accordance with the terms hereof, including pursuant to the First Amendment (as defined below), this “ParentAgreement”), CALLAWAY GOLF SALES COMPANY, a California corporation by and among (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSa) CORE SCIENTIFIC, INC., a Delaware corporation and a debtor and debtor- in-possession in the Chapter 11 Cases (“Callaway OperationsCore Scientific” or “Borrower”) and as authorized representative for all Obligors hereunder (in such capacity, and together with Parent and Callaway Sales, collectively, the “U.S. BorrowersObligor Representative”), CALLAWAY GOLF CANADA LTD.(b) each SUBSIDIARY GUARANTOR, as a Canada corporation Guarantor, an Obligor, and a debtor and debtor-in-possession in the Chapter 11 Cases, (“Canadian Borrower”c) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors each Person party to this Agreement from time to time, the financial institutions party to this Agreement hereto from time to time as lenders (collectively, “Lenders”)a LENDER, and BANK OF AMERICA(d) X. XXXXX COMMERCIAL CAPITAL, N.A., a national banking associationLLC, as administrative agent and as security trustee for Administrative Agent (the Lenders (“Administrative Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 Form of Canadian Revolver Note 4.5(C) - Compliance Certificate Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B 10.1(A) - Assignment and Acceptance Agreement Exhibit C Assignment Notice Exhibit D 10.1(B) - Form of Compliance Certificate Exhibit E Form Term Note Schedules Schedule 1.1(A) - Lenders and Pro Rata Shares of Debenture Term Loan Schedule E-1 3.1 - Existing Letters Indebtedness Schedule 3.2(A)(10) - Liens Schedule 3.4 - Contingent Obligations Schedule 3.7 - Specified Equipment Schedule 3.8 - Affiliate Transactions Schedule 3.9 - Business Description Schedule 5.2 - Material Adverse Effect Schedule 5.4(A) - Jurisdictions of Credit Organization and Qualifications Schedule 1.1 Commitments of Lenders 5.4(B) - Capitalization Schedule 1.1A Mandatory Cost Formulae 5.6 - Title to Properties, Etc. Schedule 1.1C U.K. Eligible Foreign Accounts 5.7 - Intellectual Property Schedule 1.1D U.K. Non-Bank Lenders 5.8 - Investigations and Audits Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental 5.9 - Employee Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted 7.1 - List of Closing Documents Subschedule 7.1 - Litigation Subschedule 7.2 - Employee Benefit Plans Subschedule 7.4 - Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED Subschedule 7.5 - Derivatives Subschedule 7.6 - Bank Accounts Subschedule 7.7 - Subsidiaries THIS NOTE BEARS ORIGINAL ISSUE DISCOUNT. UPON WRITTEN REQUEST TO THE CHIEF FINANCIAL OFFICER, PORTOLA PACKAGING, INC., 900 XXXXXXX XXXXXX, BATAVIA, ILLINOIS 60510, INFORMATION REGARDING THE AMOUNT OF ORIGINAL DISCOUNT, ISSUE DATE AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22YIELD TO MATURITY WILL BE MADE AVAILABLE. TERM NOTE $15,000,000 April 14, 20112008 FOR VALUE RECEIVED, among CALLAWAY GOLF COMPANYthe undersigned, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSPORTOLA PACKAGING, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersBorrower”), CALLAWAY GOLF CANADA LTD., a Canada corporation hereby unconditionally promises to pay to the order of WAYZATA INVESTMENT PARTNERS LLC (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “BorrowersAgent”), for the benefit of the Lenders from time to time parties to the Credit Agreement (defined below), at the office of Agent at 700 Xxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxx 00000, or at such other Obligors place as the holder of this Term Note may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000). This Term Note is one of the Notes referred to in, was executed and delivered pursuant to, and evidences indebtedness of Borrower incurred under, that certain Credit Agreement dated as of April ___, 2008, by and among Borrower, the Agent, and each of the Lenders party thereto from time to this Agreement time (as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the financial institutions party “Credit Agreement”), to this Agreement which reference is hereby made for a statement of the terms and conditions under which the loan evidenced hereby was made and is to be repaid and for a statement of Agent’s and Lenders’ remedies upon the occurrence of an Event of Default. Capitalized terms used herein but not otherwise specifically defined shall have the meanings ascribed to such terms in the Credit Agreement. Borrower further promises to pay interest on the outstanding unpaid principal amount hereof from the date hereof until payment in full at the rate from time to time applicable to the Term Loan as lenders (collectivelydetermined in accordance with the Credit Agreement; provided, “Lenders”)however, that upon the occurrence and during the continuance of an Event of Default, Borrower shall pay interest on the outstanding principal balance of this Term Note at the rate of interest applicable following the occurrence of an Event of Default as determined in accordance with the Credit Agreement. Interest on this Term Note shall be payable, at the times and from the dates specified in the Credit Agreement, on the date of any prepayment hereof, at maturity, whether due by acceleration or otherwise, and BANK as otherwise provided in the Credit Agreement. From and after the date when the principal balance hereof becomes due and payable, whether by acceleration or otherwise, interest hereon shall be payable on demand. In no contingency or event whatsoever shall interest charged hereunder, however such interest may be characterized or computed, exceed the highest rate permissible under any law, if Agent or any Lender has received interest hereunder in excess of the highest rate applicable hereto, such excess shall be applied in accordance with the terms of the Credit Agreement. The indebtedness evidenced by this Term Note is secured pursuant to the terms of the Loan Documents. Borrower hereby waives demand, presentment and protest and notice of demand, presentment, protest and nonpayment. Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys fees and legal expenses, incurred by Agent in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise. THIS TERM NOTE SHALL BE GOVERNED BY, AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF AMERICALAW PROVISIONS) AND DECISIONS OF THE STATE OF ILLINOIS. Whenever possible each provision of this Term Note shall be interpreted in such manner as to be effective and valid under applicable law, N.A.but if any provision of this Term Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Term Note. Whenever in this Term Note reference is made to Agent, Lenders or Borrower, such reference shall be deemed to include, as applicable, a national banking associationreference to their respective permitted successors and assigns and in the case of each Lender, any financial institution to which it has sold or assigned all or any part of its interest in the Term Loan or in its commitment to make the Term Loan as administrative agent permitted by the Credit Agreement. The provisions of this Term Note shall be binding upon and as security shall inure to the benefit of such permitted successors and assigns. Borrower’s successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for the Lenders (“Agent”)Borrower.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian A Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B C Assignment and Acceptance Exhibit C D Assignment Notice Exhibit D Form of E Borrowing Base Certificate Exhibit F Compliance Certificate Exhibit E G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Debenture Schedule E-1 Existing Letters of Credit Joinder Exhibit J Perfection Certificate Schedule 1.1 Revolver Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 7.1 Commercial Tort Claims Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders 8.6.1 Locations of Collateral Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Burdensome Contracts Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.1.15 Post Closing Covenants Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 10.2.6(I) Permitted Investments in Subsidiaries Schedule 10.2.3 10.2.6(II Permitted Debt SECOND Investments as of the Effective Date Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22April 12, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation 2017 (this “ParentAgreement”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSamong COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersCompany”), CALLAWAY GOLF CANADA LTD.each other Borrower (as herein defined) from time to time party hereto (together, a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian BorrowerCompany, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C B Form of Assignment Notice Exhibit D C Form of Compliance Certificate Exhibit D Form of Notice of Borrowing Exhibit E Form of Debenture Schedule E-1 Existing Letters Notice of Credit Conversion/Continuation Exhibit F Form of Secured Bank Products Provider Agreement Exhibit 2.1.2 Form of Revolver Note Exhibit 6.1(h) Form of Solvency Certificate Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign 8.4 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Owned Real Estate Schedule 9.1.10 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.13 Environmental Matters Schedule 9.1.14 Restrictive Agreements Schedule 9.1.15 Litigation Schedule 9.1.17 Pension Plans Schedule 9.1.19 Labor Contracts Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted 10.2.5 Existing Investments Schedule 10.2.3 Permitted Debt SECOND 10.2.16 Existing Affiliate Transactions Schedule 14.3.1 Notice Addresses THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND This THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 22August 5, 20112021, among CALLAWAY GOLF COMPANYAMERICAN VANGUARD CORPORATION, a Delaware corporation (“ParentHoldco”), CALLAWAY GOLF SALES COMPANYAMVAC CHEMICAL CORPORATION, a California corporation (the “Callaway SalesBorrower Agent”), CALLAWAY GOLF BALL OPERATIONS, INC.AMVAC NETHERLANDS B.V., a Delaware corporation besloten vennootschap met beperkte aansprakelijkheid, organized under the law of the Netherlands (“Callaway OperationsAMVAC B.V.”, and together with Parent and Callaway Salesthe Borrower Agent, collectively, each a “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrowerand, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationTHE WEST (“Bank of the West”), as administrative agent, documentation agent, syndication agent and as security trustee collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BMO XXXXXX FINANCING, INC. and COMPEER FINANCIAL, PCA, as co-documentation agents (collectively, and in such capacities, “Co-Documentation Agents”) and Bank of the West, as sole lead arranger and book runner (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger and Book Runner”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”), OGIO INTERNATIONAL INC., a Utah corporation, (“Ogio” and together with Parent Parent, Callaway Sales and Callaway SalesOperations, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 Form of Canadian Revolver Note Exhibit and A-2 Form of U.S. Revolver Note Promissory Notes Exhibit A-3 B Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Warrants Exhibit C Assignment Notice Compliance Certificate Exhibit D Form of Compliance Certificate Pledge Agreement Exhibit E Form of Debenture Intellectual Property Security Agreement Exhibit F Form of Management Rights Agreement Exhibit G Form of Right of First Refusal Agreement Exhibit H Form of Seller Subordination Agreement Exhibit I Form of Xxxxx Subordination Agreement Exhibit J Projections Exhibit K (Intentionally Omitted) Exhibit L SBA Side Letter Exhibit M Collateral Access Agreement Schedules Schedule E-1 Existing Letters 2.01 – Lender Schedule – Notes Schedule 2.02 – Lender Schedule – Warrants Schedule 3.09 – Discharged Indebtedness Schedule 4.04 – Collateral Exceptions Schedule 4.09 – Other Financing Statements Schedule 5.01 – Jurisdiction of Credit Organization and Qualifications Schedule 1.1 Commitments 5.05 – Litigation Schedule 5.06 – Compliance with Laws Schedule 5.08(a) – Owned Real Property Schedule 5.08(b) – Leased Real Property Schedule 5.09 – Use of Lenders Real Property Schedule 1.1A Mandatory Cost Formulae 5.10 – Taxes Schedule 1.1C U.K. Eligible Foreign Accounts 5.14 – Absence of Changes Schedule 1.1D U.K. Non-Bank Lenders 5.17 – Subsidiaries Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 5.18 – Capitalization Schedule 8.6.1 Business Locations 5.20 – Brokers’ or Finders’ Fees Schedule 9.1.9 Environmental Matters 5.21 – Labor Relations Schedule 9.1.12 ERISA Compliance 5.22 – Employee Benefit Plans Schedule 9.1.13 Names and Capital Structure 5.24 – Conflicts of Interest Schedule 9.1.21 Labor 5.25 – Trade Relations Schedule 5.26 – Indebtedness Schedule 5.27 – Material Contracts Schedule 10.2.1 Existing 5.28 – Insurance Schedule 5.30 – Products Liability Schedule 5.33 – Location of Assets Schedule 5.34 – Change of Control Payments Schedule 9.02 – Permitted Liens Schedule 10.2.2 Permitted 9.04 – Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN 9.07 – Indebtedness SECURITIES PURCHASE AGREEMENT AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN SECURITIES PURCHASE AGREEMENT AND SECURITY AGREEMENT is AGREEMENT, dated as of December 22October 29, 20112012, by and among CALLAWAY GOLF COMPANYFUSION NBS ACQUISITION CORP. a Delaware corporation (“Borrower”), FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANYNETWORK BILLING SYSTEMS, LLC, a California corporation New Jersey limited liability company (“Callaway SalesNBS”)) and each other direct and indirect subsidiary of Parent from time to time party hereto (each such subsidiary together with Parent, CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (the “Callaway OperationsGuarantors”, and together with Parent and Callaway Salesthe Borrower, collectively, the “U.S. BorrowersCredit Parties”), CALLAWAY GOLF CANADA LTD.PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Canada corporation Delaware limited partnership (“Canadian BorrowerFund III”), PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership (“Fund III-A”) CALLAWAY GOLF EUROPE LTD.and PLEXUS FUND II, LP, a company organized under the laws of England (registered number 02756321) Delaware limited partnership (“U.K. BorrowerPlexus” and together with the U.S. Borrowers Fund III and the Canadian BorrowerFund III-A and each of their successors and assigns, each a “Lender”, and collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, Fund III as administrative agent and as security trustee for the Lenders (in such capacity, the “Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibits: Exhibit A-1 A Land Exhibit B-1 Existing Leases Exhibit B-2 Delinquency Report Exhibit C Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Escrow Agreement Exhibit D Form of Compliance Certificate Pro Forma Title Policy Exhibit E Form of Debenture Schedule E-1 Existing Letters Deed Exhibit F Form of Credit Schedule 1.1 Commitments Assignment and Assumption of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Leases Exhibit G Form of Assignment and Assumption of Contracts Exhibit H Form of Seller’s Letter to Tenants Exhibit I Form of Seller’s Bring-Down Certificate Exhibit J Form of Xxxx of Sale Exhibit K Form of FIRPTA Certificate Exhibit L Form of Seller Title Affidavit Exhibit M Form of Non-Bank Lenders Competition and Non-Solicitation Agreement Exhibit N Intentionally Omitted. Exhibit O Termination of Property Management Agreement Exhibit P Form of Purchaser’s Bring-Down Certificate Exhibit Q Notice of Escrow Claim Exhibit R Form of Sentinel Critical Operations Assignment and Assumption Agreement Exhibit S Audit Letter Schedules: Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 1.1.5 Personal Property Schedule 8.6.1 Business Locations 1.1.6 Existing Contracts Schedule 9.1.9 3.2.7 Leasing Costs Paid By Seller Schedule 5.1.5 (i) Tenant Options to Purchase Property Schedule 5.1.5 (ii) Exceptions Relating to Existing Leases Schedule 5.1.5 (iii) Brokerage Agreements Schedule 5.1.5 (iv) Security Deposits Schedule 5.1.6 Exceptions Relating to Existing Contracts Schedule 5.1.7 Condemnation Proceedings Schedule 5.1.9 Litigation Schedule 5.1.10 Insurance Policies Schedule 5.1.11 Environmental Matters Schedule 9.1.12 ERISA 5.1.13 Compliance With Laws Schedule 9.1.13 Names and Capital Structure 5.1.13A Certain Building Construction Matters Schedule 9.1.21 Labor 5.1.14 Leased Personal Property Schedule 5.1.19 SCO Contracts Schedule 10.2.1 Existing Liens 7.4 Lease-Related Transactions Schedule 10.2.2 Permitted Investments 7.5(i) List of Certain Tenants Schedule 10.2.3 Permitted Debt SECOND AMENDED 7.5(ii) Tenant Estoppel Certificate Form Schedule 14.10 Brokers PURCHASE AND RESTATED LOAN AND SECURITY SALE AGREEMENT THIS SECOND AMENDED PURCHASE AND RESTATED LOAN AND SECURITY SALE AGREEMENT (this “Agreement”) is dated made and entered into as of December 22the 24th day of December, 20112009, among CALLAWAY GOLF COMPANYby and between SENTINEL PROPERTIES – BEDFORD LLC, a Delaware corporation limited liability company (“ParentSeller”) and DIGITAL REALTY TRUST, L.P., a Maryland limited partnership (“Purchaser”). In consideration of the mutual promises, CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, covenants and together with Parent agreements hereinafter set forth and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” other good and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”)valuable consideration, the other Obligors party to this Agreement from time to timereceipt and sufficiency of which are hereby acknowledged, the financial institutions party to this Agreement from time to time Seller and Purchaser agree as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).follows:

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note A Assignment Agreement Exhibit B Assignment and Acceptance Notes Exhibit C Assignment Notice of Borrowing Exhibit D Form Notice of Conversion or Continuation Exhibit E Compliance Certificate Exhibit E F Collateral Update Certificate Exhibit G Second Lien Guaranty and Security Agreement Exhibit H Form of Debenture Intercreditor Agreement Exhibit I U.S. Tax Certificate Exhibit J Affiliated Lender Assignment and Assumption Schedule E-1 Existing Letters of Credit I Approved Foreign Commercial Banks Schedule 1.1 Commitments of Lenders II Equity Redemption Schedule 1.1A Mandatory Cost Formulae III Foreign Restructuring Schedule 1.1C U.K. Eligible Foreign Accounts 4.2 Third Party Consents Schedule 1.1D U.K. Non4.3 Capitalization Schedule 4.16 Title to Properties and Mortgages Schedule 6.13 Post-Bank Lenders Closing Deliveries Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 7.1 Prior Indebtedness Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing 7.2 Prior Liens Schedule 10.2.2 Permitted 7.3 Prior Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 7.9 Affiliate Transactions THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22LIEN CREDIT AGREEMENT, DATED AS OF JUNE 7, 2011, among CALLAWAY GOLF COMPANYIS ENTERED INTO AMONG SRAM, a Delaware corporation LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “ParentBORROWER”), CALLAWAY GOLF SALES COMPANYSRAM HOLDINGS, a California corporation LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Callaway SalesHOLDINGS”), CALLAWAY GOLF BALL OPERATIONSTHE LENDERS (AS DEFINED BELOW) AND JPMORGAN CHASE BANK, INC., a Delaware corporation N.A. (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersJPMORGAN CHASE BANK”), CALLAWAY GOLF CANADA LTD.AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS (IN SUCH CAPACITY, a Canada corporation (AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “BorrowersADMINISTRATIVE AGENT”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time . The parties hereto agree as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).follows:

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C B Form of Assignment Notice Exhibit C Form of Borrowing Base Certificate Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters Notice of Credit Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Notice of Elected Harvest Period Exhibit H Form of Secured Bank Products Provider Agreement Exhibit 2.1.2 Form of First Lien Revolver Note Exhibit 2.2.2 Form of First Lien Term Note Exhibit 2.3.4 Form of First Lien Capital Expenditure Note Exhibit 6.1(j) Form of Solvency Certificate Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Owned Real Estate Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 10.2.2 Existing Liens Schedule 10.2.2 Permitted 10.2.5 Existing Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.16 Existing Affiliate Transactions Schedule 14.3.1 Notice Addresses FIRST LIEN LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED FIRST LIEN LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 22October 14, 20112016, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSMALLARD INTERMEDIATE, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersIntermediate Holdco”), CALLAWAY GOLF CANADA LTDMALLARD BUYER CORP., a Canada Delaware corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “BorrowersBorrower Agent”), the each other Obligors Subsidiary of Intermediate Holdco party to this Agreement from time to time, including the Targets identified below (together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationTHE WEST (“Bank of the West”), as administrative agent and as security trustee collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Bank of the West, ING CAPITAL LLC (“ING Capital”) and AMERICAN AGCREDIT, PCA (“American AgCredit”), as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), Bank of the West, ING Capital and American AgCredit, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), ING Capital, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Syndication Agent”), and AGSTAR FINANCIAL SERVICES, PCA/FLCA, CITY NATIONAL BANK and MUFG UNION BANK, N.A., as co-documentation agents (in such capacity, together with their respective successors and assigns in such capacity, “Co-Documentation Agents”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form Description Exhibit A Company Financial Statements Schedule Description Schedule 3.4 Capitalization Schedule 3.6 No Breach of Canadian Revolver Note Exhibit A-2 Form Statute or Contract Schedule 3.8 Absence of U.S. Revolver Note Exhibit A-3 Form Undisclosed Liabilities Schedule 3.9 Absence of U.K. Revolver Note Exhibit B Assignment Certain Changes Schedule 3.10 Taxes Schedule 3.11 Contracts; Insurance Schedule 3.12 Litigation Schedule 3.13 Liens and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Encumbrances Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA 3.14 Compliance Schedule 9.1.13 Names 3.17 Permits and Capital Licenses Schedule 3.18 Banking Arrangements Schedule 3.20 Employee Benefit Plans Schedule 4.3 Subsidiary Schedule 4.4 Capitalization Schedule 4.6 No Breach of Statute or Contract Schedule 4.8 Financial Statements Schedule 4.11 Consents Schedule 4.12 Litigation Schedule 4.14 Absence of Certain Changes Schedule 4.15 Taxes Schedule 4.16 Contracts; Insurance Schedule 4.17 Liens and Encumbrances Schedule 4.18 Claims Against Intellectual Property Schedule 4.19 Compliance Schedule 4.21 Accounts and Notes Receivable Schedule 4.22 Permits and Licenses Schedule 4.23 Banking Arrangements Schedule 4.25 Employee Benefit Plans Schedule 4.28 Convertible Notes Schedule 4.30 Related party Transaction Schedule 6.1(g) Preferred C Designation Schedule 6.2(e) Opinion of Counsel Schedule 6.2(l) Xxxxxx Termination Agreement Schedule 6.2(n) Amendments to Convertible Notes Schedule 6.2(o) Securities Purchase Agreement (CP US) Exhibit A Company Financial Statements Schedule 3.4 Capitalization Structure (Propalms) See attached. Schedule 9.1.21 Labor 3.6 Breaches of Contracts and Applicable Laws (Propalms) None. Schedule 10.2.1 3.8 Debt Structure (Propalms) See attached. Schedule 3.9 Material Changes (Propalms) None. Schedule 3.10 Tax Issues (Propalms) See attached. Schedule 3.11 Existing Liens Contracts and Insurance Policies (Propalms) See attached. Schedule 10.2.2 Permitted Investments 3.12 Litigation (Propalms) None. Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation 3.13 Lien contests (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation Propalms) See attached. Schedule 3.14 Compliance (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation Propalms) None. Schedule 3.17 Licenses and Permits (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321Propalms) (“U.K. Borrower” 1) Microsoft GOLD Certified Partner (2) VMware Technology Alliance Partner (3) HP Developer & Solution partner (4) CryptoCard (5) Fujitsu America Select Partner program Schedule 3.18 Bank Accounts (Propalms) Schedule 3.20 Employee Benefit Plans (Propalms) See attached. Schedule 4.3 Subsidiaries (Vanity) VAEV Merger Sub Inc. The following subsidiaries are no longer active and together have been administratively dissolved Vanity Events, Inc. (Delaware) America’s Cleaning Company (Delaware) Vanity Licensing, Inc. (Delaware) Schedule 4.4 Stockholders (Vanity) See attached. Schedule 4.6 Breaches of Statutes/Contracts (Vanity) None. Schedule 4.8 Financial Statements (Vanity) See attached. Schedule 4.11 Required Consents (Vanity) Consent of the Board of Directors. Schedule 4.12 Litigation (Vanity) None known other than as disclosed in the Company’s SEC filings. Schedule 4.14 Material Changes (Vanity) None. Schedule 4.15 Tax Issues (Vanity) None. Schedule 4.16 Contracts and Insurance Policies (Vanity) The Crexent, LLC Lease $524.70 per month, expires on April 30, 2014 D&O Insurance Policy #11225503 expires October 3, 2014 Financed with the U.S. Borrowers and the Canadian BorrowerBank Direct 8 payments of $1,676.72 remain MDM Worldwide Solutions XBRL Mapping/Filing $1750.00 per filing Xxxxxxxx & Company 2013 Annual Audit $30,000-35,000 2014 Quarterly Reviews $2,500 2014 Annual Audit $28,000-32,000 Xxxxxxxxx Xxxxxxxx-Xxxx Consulting Agreement IBC Settlement Agreement & Stipulation $426,908.03 JLM Development JLM Development Proposal dated September 18, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders 2012 including budget of $125,000 Stock Issue Schedule 4.17 Lien Contests (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders Vanity) None. Schedule 4.18 IP Claims (“Agent”).Vanity) None. Schedule 4.19

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C B Form of Assignment Notice Exhibit D C Form of Compliance Certificate Exhibit E D Form of Debenture Schedule E-1 Existing Letters Notice of Credit Borrowing Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1S Specified Closing Date Holders Schedule 1.1C U.K. Eligible Foreign 6.2 Post-Closing Date Conditions Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders 8.6.1 Equity Interests Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 8.6.2 Debt Securities Instruments Schedule 8.6.1 Business Locations 8.8 Letters of Credit Schedule 9.1.9 Environmental Matters 8.9.1 Location of Collateral Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Debt for Borrowed Money Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN 10.2.17 Existing Affiliate Transactions TERM LOAN, GUARANTY AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN TERM LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is dated as of December July 22, 20112015, among CALLAWAY GOLF COMPANYTURTLE BEACH CORPORATION, a Delaware corporation Nevada corporation, formerly known as Parametric Sound Corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSVOYETRA TURTLE BEACH, INC., a Delaware corporation (“Callaway OperationsVoyetra”, ; and together with Parent Parent, individually a “US Borrower,” and Callaway Sales, individually and collectively, jointly and severally, “U.S. US Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF TURTLE BEACH EUROPE LTD.LIMITED, a company organized under the laws of limited by shares and incorporated in England (registered and Wales with company number 02756321) 03819186 (“U.K. Turtle Beach”; and, together with its successors and assigns, also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually a “Borrower” and together with the U.S. Borrowers individually and the Canadian Borrower, collectively, “Borrowers”), VTB HOLDINGS, INC., a Delaware corporation (“VTB”; and together with any other party that becomes a US Guarantor after the Closing Date, individually a “US Guarantor” and individually and collectively, jointly and severally, “US Guarantors”; and together with US Borrowers, individually a “UK Guarantor” and individually and collectively, jointly and severally, “UK Guarantors”; UK Guarantors and US Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); CRYSTAL FINANCIAL SPV LLC and the other Obligors party to this Agreement from time to time, the financial institutions lenders party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationCRYSTAL FINANCIAL LLC, as administrative agent, collateral agent and as security trustee for the Lenders (in such capacities, together with its successors and assigns in such capacities, “Agent”), and CRYSTAL FINANCIAL LLC, as sole lead arranger and sole book runner for the Lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian EXHIBIT A Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit EXHIBIT B Assignment and Acceptance Exhibit EXHIBIT C Assignment Notice Exhibit EXHIBIT D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.3 Material Contracts Schedule 1.1C U.K. 1.4 Existing Letters of Credit Schedule 7.3 Eligible Foreign Real Estate Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Collateral Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.5 Former Names and Companies Schedule 9.1.6 Real Estate Liens Schedule 9.1.9 Surety Obligations Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.16 Restrictive Agreements Schedule 9.1.17 Litigation Schedule 9.1.19 Pension Plans Schedule 9.1.21 Labor Contracts Schedule 10.1.12 Post-Closing Obligations Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments 10.2.6 Existing Loans Schedule 10.2.3 Permitted Debt SECOND 10.2.16 Existing Affiliate Transactions THIRD AMENDED AND RESTATED LOAN AND SECURITY CREDIT AGREEMENT THIS SECOND THIRD AMENDED AND RESTATED LOAN AND SECURITY CREDIT AGREEMENT (this “Agreement”) is dated as of December 22September 23, 20112008, among CALLAWAY GOLF COMPANYamong, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSCOVENANT TRANSPORT, INC., a Delaware Tennessee corporation (“Callaway OperationsCTI”), CTG LEASING COMPANY, a Nevada corporation (“CTGL”), SOUTHERN REFRIGERATED TRANSPORT, INC., an Arkansas corporation (“SRT”), COVENANT ASSET MANAGEMENT, INC., a Nevada corporation (“CAM”), COVENANT TRANSPORT SOLUTIONS, INC., a Nevada corporation (“CTS”), and STAR TRANSPORTATION, INC., a Tennessee corporation (“ST”, and together with Parent CTI, CTGL, SRT, CAM, and Callaway SalesCTS, collectively, individually a “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), COVENANT TRANSPORTATION GROUP, INC., a Nevada corporation and the other Obligors party to this Agreement from time to timeowner (directly or indirectly) of all of the issued and outstanding capital stock of Borrowers (“Parent”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (in such capacity, “Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C B Form of Assignment Notice Exhibit C Form of Borrowing Base Certificate Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters Notice of Credit Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Secured Bank Products Provider Agreement Exhibit 2.1.2 Form of Revolver Note Exhibit 2.2.2 Form of Term Note Exhibit 2.5.4 Form of DDTL Note Exhibit 6.1(g) Form of Solvency Certificate Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Owned Real Estate Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 10.2.2 Existing Liens Schedule 10.2.2 Permitted 10.2.5 Existing Investments Schedule 10.2.3 Permitted Debt SECOND 10.2.16 Existing Affiliate Transactions Schedule 14.3.1 Notice Addresses AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 22April 12, 20112021, among CALLAWAY GOLF COMPANYVINTAGE WINE ESTATES, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANYINC., a California corporation (“Callaway SalesBorrower Agent”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation each Subsidiary of Borrower Agent party to this Agreement from time to time (“Callaway Operations”, and together with Parent and Callaway SalesBorrower Agent, collectively, each a “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrowerand, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationTHE WEST (“Bank of the West”), as administrative agent and as security trustee collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Bank of the West and City National Bank, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, collectively the “Joint Lead Arrangers”), Bank of the West, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), Bank of the West, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Syndication Agent”), and Bank of the West as documentation agent (in such capacity, together with its successors and assigns in such capacity, the “Documentation Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C B Form of Assignment Notice Exhibit D C Form of Compliance Certificate Exhibit E D Form of Debenture Notice of Borrowing Schedule E-1 Existing 1.1 Delayed Draw Commitments of US Lenders Schedule 1.1S Specified Closing Date Holders Schedule 6.2 Post-Restatement Effective Date Conditions Schedule 8.5 Deposit Accounts Schedule 8.6.1 Equity Interests Schedule 8.6.2 Debt Securities Instruments Schedule 8.8 Letters of Credit Schedule 1.1 Commitments 8.9.1 Location of Lenders Collateral Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Debt for Borrowed Money Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND 10.2.17 Existing Affiliate Transactions AMENDED AND & RESTATED LOAN TERM LOAN, GUARANTY AND SECURITY AGREEMENT THIS SECOND AMENDED AND & RESTATED LOAN TERM LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is dated as of December 22March 5, 20112018, among CALLAWAY GOLF COMPANYTURTLE BEACH CORPORATION, a Delaware corporation Nevada corporation, formerly known as Parametric Sound Corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSVOYETRA TURTLE BEACH, INC., a Delaware corporation (“Callaway OperationsVoyetra”, ; and together with Parent Parent, individually a “US Borrower,” and Callaway Sales, individually and collectively, jointly and severally, “U.S. US Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF TURTLE BEACH EUROPE LTD.LIMITED, a company organized under the laws of limited by shares and incorporated in England (registered and Wales with company number 02756321) 03819186 (“U.K. Turtle Beach”; and, together with its successors and assigns, also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually a “Borrower” and together with the U.S. Borrowers individually and the Canadian Borrower, collectively, “Borrowers”), VTB HOLDINGS, INC., a Delaware corporation (“VTB”; and together with any other party that becomes a US Guarantor after the Restatement Effective Date, individually a “US Guarantor” and individually and collectively, jointly and severally, “US Guarantors”; and together with US Borrowers, individually a “UK Guarantor” and individually and collectively, jointly and severally, “UK Guarantors”; UK Guarantors and US Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); CRYSTAL FINANCIAL SPV LLC and the other Obligors party to this Agreement from time to time, the financial institutions lenders party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationCRYSTAL FINANCIAL LLC, as administrative agent, collateral agent and as security trustee for the Lenders (in such capacities, together with its successors and assigns in such capacities, “Agent”), and CRYSTAL FINANCIAL LLC, as sole lead arranger and sole book runner for the Lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note “A” Primary Leases (Identify the mineral leases and orders pertaining to the Xxxxx) Exhibit A-2 Form of U.S. Revolver Note “B” Xxxxx (Interests owned by [confidential information onmitted) Exhibit A-3 Form of U.K. Revolver Note “B-1” Xxxxx (Interests owned by San Antonio Gas & Oil, Inc. and Altex Resources, Inc.) Exhibit B “B-3” Altex II Assets and liabilities Exhibit “C” Support Systems (Describe disposal xxxxx and disposal facilities together with any gathering and processing facilities) Exhibit “D” Surface Rights (Identify all Surface Leases, easements and rights-of-way) Exhibit “D-1” Fee Lands Exhibit “E” Contracts (Identify all material contracts such as joint operating agreements, farmout agreements, participation agreements, etc.) Exhibit “F” Allocated Values (For Purchase Price adjustment purposes and, if applicable, preferential purchase rights, allocated values forthe assets should be specified) Exhibit “G” Assignment and Acceptance Xxxx of Sale Exhibit C Assignment Notice “H” Non-Foreign Affidavit Exhibit D Form “I” Arbitration Schedule 3.1 Assumption of Altex II Liabilities Schedule 3.4(b) Adjustment Xxxxx Schedule 4.3 Employees of Altex II (Compensation and Benefits) Schedule 10.4 Litigation Schedule 10.5 Material Change Schedule 10.7 Consents and Governmental Approvals Schedule 10.8 Insurance Coverages Schedule 10.10 Compliance Certificate Exhibit E Form of Debenture with Law Schedule E-1 Existing Letters of Credit 10.11 Authority for Expenditures Schedule 1.1 Commitments of Lenders 10.13 Take-or-Pay Schedule 1.1A Mandatory Cost Formulae 10.14 Preferential Purchase Right Schedule 1.1C U.K. Eligible Foreign 10.17 Marketing Contracts Schedule 10.18 Production Imbalances Schedule 10.22 Suspense Accounts Schedule 1.1D U.K. Non-Bank Lenders 10.23 Capital Expenditures Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).10.24

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Assignment Exhibit A-2 B Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Borrowing Base Report Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Debenture Schedule E-1 Existing Letters Notice of Credit Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1(b) Account Debtors Schedule 1.1C U.K. Eligible Foreign 2.2 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business 8.7.1 Collateral Locations Schedule 9.1.9 Environmental Matters 9.1.3 Approvals; Other Consents Schedule 9.1.12 ERISA Compliance 9.1.5 Material Debt and Other Liabilities Schedule 9.1.13 Names and 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.21 Labor 9.1.16 Compliance with Laws Schedule 9.1.20(a) Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.2.1 Existing 10.1.15 Post-Closing Undertakings Schedule 10.2.1(h) Debt Schedule 10.2.2 Liens Schedule 10.2.2 Permitted 10.2.4 Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.10 Transactions with Affiliates LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22June 29, 20112018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CALLAWAY GOLF COMPANYCSI COMPRESSCO LP, a Delaware corporation limited partnership (the “ParentCompany”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, CSI COMPRESSCO SUB INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersSub Inc.”), CALLAWAY GOLF CANADA LTD.CSI COMPRESSCO OPERATING LLC, a Canada corporation Delaware limited liability company, (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. BorrowerOperating LLC” and together collectively, with the U.S. Borrowers Company and Sub Inc. the Canadian Borrower, collectively, “Borrowers”), certain subsidiaries of the other Obligors party to this Agreement from time to timeBorrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as lenders (collectivelyLenders, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Assignment Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of B Borrowing Base Report Exhibit C Compliance Certificate Exhibit E Form of Debenture D-1 U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit D-2 U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit D-3 U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit D-4 U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Schedule E-1 Existing Letters of Credit Schedule 1.1 1.1(a) Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1(b) Permitted Holders Schedule 1.1C U.K. Eligible Foreign 6.1 Subordinated Debt Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Owned or Leased Real Estate Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.19 Trade Relations Schedule 9.1.20 Labor Contracts Schedule 10.1.3 Post-Closing Matters Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED 10.2.17 Existing Affiliate Transactions LOAN, SECURITY AND RESTATED LOAN AND SECURITY GUARANTEE AGREEMENT THIS SECOND AMENDED LOAN, SECURITY AND RESTATED LOAN AND SECURITY GUARANTEE AGREEMENT (this “Agreement”) is dated as of December 22August 7, 20112023, among CALLAWAY GOLF COMPANYNATIONAL CINEMEDIA, LLC, a Delaware corporation limited liability company (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway OperationsNCM”, and together with Parent and Callaway Salesany other Person from time to time designated as a borrower hereunder, collectively, the “U.S. Borrowers”)” and each, CALLAWAY GOLF CANADA LTD.individually, a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to timetime party hereto, the financial institutions party to this Agreement from time to time as lenders Lenders, and CIT NORTHBRIDGE CREDIT LLC, a Delaware limited liability company (collectively, “LendersCNC”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders Secured Parties (in such capacity, “Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Form of Term Note Exhibit C Assignment Notice Form of Settlement Note Exhibit D Form of Notice of Conversion/Continuation Exhibit E Form of Notice of Borrowing Exhibit F Form of Compliance Certificate Exhibit E G Form of Debenture Schedule E-1 Existing Letters Opinion Contents Exhibit H Form of Assignment and Acceptance Exhibit I Form of Notice Exhibit J Letter of Credit Procurement Request Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 7.1.1 Borrowers’ Business Locations Schedule 9.1.9 Environmental Matters 7.1.2 Borrowers’ Insurance Schedule 9.1.12 ERISA Compliance 8.1.1 Jurisdictions in which Borrowers and each Subsidiary is Authorized to do Business Schedule 9.1.13 Names and 8.1.4 Capital Structure of Borrowers Schedule 9.1.21 8.1.5 Corporate Names Schedule 8.1.12 Surety Obligations Schedule 8.1.13 Tax Identification Numbers of Borrowers and Subsidiaries Schedule 8.1.15 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.18 Contracts Restricting Borrowers’ Right to Incur Debts Schedule 8.1.19 Litigation Schedule 8.1.21 Capitalized and Operating Leases Schedule 8.1.22 Pension Plans Schedule 8.1.23 Disruptions of Trade Relations Schedule 8.1.24 Collective Bargaining Agreements; Labor Contracts Controversies Schedule 10.2.1 Existing 8.1.28 Life Insurance Policies Schedule 9.2.3 Debt for Money Borrowed in Existence on the Closing Date Schedule 9.2.5 Permitted Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 9.2.8 Restrictions on Upstream Payments LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED This LOAN AND SECURITY AGREEMENT is dated made on May 15, 2002, by and among THE XXXX COMPANIES, formerly known as of December 22, 2011, among CALLAWAY GOLF COMPANYXxxx Furniture Corporation, a Delaware Nevada corporation with its chief executive office and principal place of business at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, XxXxxx, Virginia 22102 (individually and, in its capacity as the representative of the other Borrowers pursuant to Section 3.4 hereof, “ParentXxxx Companies”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS; XXXX DIVERSIFIED, INC., a Delaware corporation with its chief executive office and principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersXxxx Diversified”); HOME ELEMENTS, CALLAWAY GOLF CANADA LTDINC., a Canada Virginia corporation with its chief executive office and principal place of business at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, XxXxxx, Virginia 22102 (“Canadian BorrowerHome Elements”) CALLAWAY GOLF EUROPE LTD); XXXX FURNITURE WOOD PRODUCTS, INC., a company organized under the laws California corporation with its principal place of England (registered number 02756321) business at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, XxXxxx, Xxxxxxxx 00000 (“U.K. BorrowerWood Products”); XXXX PROPERTIES, INC., a California corporation with its principal place of business at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, XxXxxx, Xxxxxxxx 00000 (“Xxxx Properties”); STOREHOUSE, INC., a Georgia corporation with its chief executive office and principal place of business at 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (“Storehouse”); XXXX FURNITURE, INC., a Virginia corporation with its principal place of business at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, XxXxxx, Virginia 22102 (“Furniture”); and THE XXXXXXXX GOLD CO., a North Carolina corporation with its chief executive office and principal place of business at 0000 Xxxxxxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (“Xxxxxxxx Gold Co.”); (Xxxx Companies, Xxxx Diversified, Home Elements, Wood Products, Xxxx Properties, Storehouse, Furniture and Xxxxxxxx Gold Co. being referred to collectively as “Borrowers,” and together with the U.S. Borrowers and the Canadian individually as a “Borrower, collectively, “Borrowers”), ; the other Obligors party to this Agreement from time to time, the various financial institutions party to this Agreement from time to time as lenders (collectively, listed on the signature pages hereof and their respective successors and permitted assigns which become “Lenders”), ” as provided herein; and BANK OF AMERICA, N.A.FLEET CAPITAL CORPORATION, a national banking associationRhode Island corporation with an office at 000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 in its capacity as collateral and administrative agent and as security trustee for the Lenders pursuant to Section 12 hereof (together with its successors in such capacity, “Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Appendix A, General Definitions.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B A Assignment and Acceptance Exhibit C B Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1C Eligible Inventory Schedule 1.1C U.K. Eligible Foreign 1.1S Specified Closing Date Holders Schedule 6.3 Post-RestatementSecond Amendment Effective Date Conditions Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders 8.6.1 Equity Interests Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 8.6.2 Debt Securities Instruments Schedule 8.6.1 Business Locations 8.8 Letters of Credit Schedule 9.1.9 Environmental Matters 8.9.1 Location of Collateral Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Real Property in Special Flood Hazard Zone Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Permitted Debt; Borrowed Money Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND 10.2.17 Existing Affiliate Transactions AMENDED AND RESTATED LOAN LOAN, GUARANTY AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is dated as of December 22March 5, 20112018, among CALLAWAY GOLF COMPANYTURTLE BEACH CORPORATION, a Delaware corporation Nevada corporation, formerly known as Parametric Sound Corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSVOYETRA TURTLE BEACH, INC., a Delaware corporation (“Callaway OperationsVoyetra”), TBC HOLDING COMPANY LLC, a Delaware limited liability company (“TBC Holding”); and together with Parent and Callaway SalesVoyetra, individually “US Borrower,” and individually and collectively, jointly and severally, “U.S. US Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF TURTLE BEACH EUROPE LTD.LIMITED, a company organized under the laws of limited by shares and incorporated in England (registered and Wales with company number 02756321) 03819186 (“U.K. Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually “Borrower” and together with the U.S. Borrowers individually and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to timeVTB HOLDINGS, INC., a Delaware corporation (“VTB” or “US Guarantor”; and together with US Borrowers, individually a “UK Guarantor” and individually and collectively, jointly and severally, “UK Guarantors”; UK Guarantors and US Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationassociation (“Bank of America”), as administrative agent collateral agent and as security trustee for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and Bank of America as sole lead arranger and sole book runner for the Lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibits: Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. A Revolver Note Exhibit B Term Loan Note Exhibit C Assignment and Acceptance Exhibit C D Assignment Notice Exhibit D E Non-recurring Legal, Accounting and Consulting Expenses Exhibit F Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Opinion Schedules: Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.2 Immaterial Subsidiaries Schedule 1.1C U.K. Eligible Foreign 7.3.1 Owned Real Estate Schedule 7.4.1 Pledged Interests Schedule 8.3.3 Sale on Consignment or Approval Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments 10.2.4 Approved Incentive Compensation Plan Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.17 Existing Affiliate Transactions Schedule 10.2.21 Post-Closing Deliveries LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED This LOAN AND SECURITY AGREEMENT is dated as of December 22October 25, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation 2010 (this “ParentAgreement”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSamong P&F INDUSTRIES, INC., a Delaware corporation (“Callaway OperationsP&F”), FLORIDA PNEUMATIC MANAFUACTURING CORPORATION, a Florida corporation (“Florida Pneumatic”), HY-TECH MACHINE, INC., a Delaware corporation (“Hy-Tech”), and NATIONWIDE INDUSTRIES, INC., a Florida corporation (“Nationwide”, and together with Parent P&F, Florida Pneumatic and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian BorrowerHy-Tech, collectively, “Borrowers” and each, a “Borrower”), the other Obligors party to this Agreement from time to timeCONTINENTAL TOOL GROUP, INC., a Delaware corporation (“Continental”), COUNTRYWIDE HARDWARE, INC., a Delaware corporation (“Countrywide”), EMBASSY INDUSTRIES, INC., a New York corporation (“Embassy”), GREEN MANUFACTURING, INC., a Delaware corporation (“Green”), PACIFIC STAIR PRODUCTS, INC., a Delaware corporation (“Pacific”), WILP HOLDINGS, INC., a Delaware corporation (“WILP”), and WOODMARK INTERNATIONAL, L.P., a Delaware limited partnership (“Woodmark”, and together with Continental, Countrywide, Embassy, Green, Pacific and WILP, collectively, “Guarantors” and each, a “Guarantor”) the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A.CAPITAL ONE LEVERAGE FINANCE CORPORATION, a national banking associationDelaware corporation, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Borrowing Base Certificate Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form C Notice of Debenture Schedule E-1 Existing Letters of Credit Borrowing Exhibit D – 1 Refinery Land Exhibit D – 2 Auxiliary Land Schedules Schedule 1.1 Commitments of Lenders Certain Inventory Locations Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 Labor 9.1.8 Surety Obligations Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.27 Material Contracts and Governmental Contracts Schedule 10.2.1 9.1.28 States Where Obligors Collect Fuel Taxes Schedule 9.1.29 First Purchaser Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted 10.2.3 Certain Capital Expenditures Schedule 10.2.7 Investments Schedule 10.2.3 Permitted Debt SECOND 10.2.17 Existing Affiliate Transactions THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 22April 30, 20112015, among CALLAWAY GOLF COMPANYBLACK ELK REFINING, LLC, a Delaware corporation limited liability company (“ParentHoldings”), CALLAWAY GOLF SALES COMPANYas a guarantor, HERMES CONSOLIDATED, LLC, a California corporation Delaware limited liability company doing business as Wyoming Refining Company (the “Callaway SalesCompany”), CALLAWAY GOLF BALL OPERATIONSsuccessor-in-interest by operation of law to Hermes Consolidated, INC.Inc., a Delaware corporation corporation, WYOMING PIPELINE COMPANY, LLC, a Wyoming limited liability company (“Callaway OperationsWyoming Pipeline”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” ; and together with the U.S. Borrowers Company collectively, jointly and the Canadian Borrower, collectivelyseverally, “Borrowers”), the other Obligors party successor-in-interest by operation of law to this Agreement from time to timeWyoming Pipeline Company, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”)a Wyoming corporation, and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders association (“AgentLender”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note A Assignment Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form Schedule 1.1 Revolver Commitments of Compliance Certificate Exhibit E Form of Debenture Lenders Schedule E-1 1.2 Inactive Subsidiaries Schedule 1.3 Closing Date Guarantors Schedule 1.4 Existing Letters of Credit Schedule 1.1 Commitments of Lenders 7.4.1 Pledged Interests Schedule 1.1A Mandatory Cost Formulae 7.4.2 Pledge Debt Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts and Securities Accounts Schedule 1.1D U.K. Non-Bank Lenders 8.6 Letter of Credit Rights Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 8.7.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.16 Existing Affiliate Transactions LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 22July 16, 20112019, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSINNERWORKINGS, INC., a Delaware corporation (the “Callaway OperationsCompany”), EYELEVEL, INC., an Oregon corporation (“Eyelevel”, and together the Company, (the “US Borrowers”), INNERWORKINGS EUROPE LIMITED, a limited liability company incorporated in England and Wales with Parent company number 01845737 (“INWK Europe”), PROFESSIONAL PACKAGING SERVICES LTD., a limited liability company incorporated in England and Callaway SalesWales with company number 01567813 (“PPS” and together with INWK Europe, collectively, “U.S. UK Borrowers” and together with the US Borrowers, collectively, the “Borrowers”), CALLAWAY GOLF CANADA LTDINNERWORKINGS CANADA, INC., a Canada an Ontario corporation (“Canadian BorrowerInnerWorkings Canada”) CALLAWAY GOLF EUROPE LTD.), as a Guarantor, INNERWORKINGS EMEA HOLDINGS LP, a company organized limited partnership formed under the laws of England and Wales with company number LP014693 acting by its general partner INWK Holdings, LLC (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”"EMEA Holdings"), the other Obligors Guarantors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationassociation (“Bank of America”), as administrative agent, collateral agent and as security trustee for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note A Assignment Exhibit B Assignment and Acceptance Notice Exhibit C Assignment Notice Compliance Certificate Exhibit D Form of U.S. Tax Compliance Certificate Exhibit E Form Notice of Debenture Borrowing Schedule E-1 1.1 Revolver Commitments of Lenders Schedule 2.3 Existing Letters of Credit Schedule 1.1 Commitments of Lenders 7.5.1 Commercial Tort Claims Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Liens 10.2.1(u) Unsecured Debt Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted 10.2.7 Certain Intercompany Debt SECOND AMENDED AND RESTATED LOAN Subordination Terms LOAN, GUARANTY AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN LOAN, GUARANTY AND SECURITY AGREEMENT is dated as of December 22June 23, 20112015 among GUESS?, among CALLAWAY GOLF COMPANYINC., a Delaware corporation (“"Parent”"), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSGUESS? RETAIL, INC., a Delaware corporation (“Callaway OperationsRetail”), GUESS.COX, XXX., a Delaware corporation (“Com”; and together with Parent Parent, Retail and Callaway Salesany party that joins this Agreement as a “U.S. Borrower” pursuant to Section 10.1.9(a), each a “U.S. Borrower” and collectively, the “U.S. Borrowers”), CALLAWAY GOLF GUESS? CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD.CORPORATION, a company organized amalgamated under the laws of England (registered number 02756321) the province of Nova Scotia, Canada (“U.K. Guess Canada”; together with each party that joins this Agreement as a “Canadian Borrower” pursuant to Section 10.1.9(a), each a “Canadian Borrower” and collectively, the “Canadian Borrowers”; and together with the U.S. Borrowers Borrowers, each a “Borrower” and the Canadian Borrower, collectively, the “Borrowers”), the other Obligors Parent and certain Subsidiaries of Parent party to this Agreement from time to timeas guarantor (each, a “Guarantor” and collectively, the “Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders and solely with respect to the loan servicing requirements of the Canadian Borrowers, Bank of America-Canada Branch, or in each case, its successor appointed pursuant to Section 13.8.1 (“"Agent”").

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver A Note Exhibit B Intercreditor Agreement Exhibit C Assignment and Acceptance Exhibit C D Assignment Notice Exhibit D Form of E Security Agreement Exhibit F Intellectual Property Security Agreement Exhibit G Guaranty Supplement Exhibit H Borrowing Base Certificate Exhibit I Compliance Certificate Exhibit E J Lien Waiver Exhibit K Closing Checklist Exhibit L Form of Mortgage Exhibit M Form of Deposit Account Control Agreement Exhibit N Notice of Borrowing Exhibit O Notice of Conversion/Continuation Exhibit P UK Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.2 Additional Borrowers Schedule 1.1C U.K. Eligible 1.3 Subsidiary Guarantors Schedule 1.4 Foreign Subsidiaries Schedule 1.5 Existing Letters of Credit Schedule 1.6 Mortgaged Property Schedule 1.7 Agent’s Office Schedule 1.8 Designated Real Property Schedule 1.9 Endorsements Schedule 1.10 Title Policies Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Intellectual Property Claims Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 ERISA (iii) Schedule 9.1.20 Labor Contracts Schedule 10.2.1 9.1.23 Surviving Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted 10.2.5 Existing Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.7 Existing Loans and Advances Schedule 10.2.16 Transactions with Affiliates EXECUTION VERSION LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22July 2, 20112009, among CALLAWAY GOLF SOLO CUP COMPANY, a Delaware corporation (the “ParentCompany”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC.SOLO CUP OPERATING CORPORATION, a Delaware corporation (“Callaway Operations”SCOC” and, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers Company and each Restricted Subsidiary (other than any Foreign Subsidiary) that is listed on Schedule 1.2, as the Canadian Borrowersame may be amended from time to time pursuant to Section 15.1.1(g), collectively, the “Borrowers”), the other Obligors party to this Agreement from time to timeSubsidiary Guarantors (as hereinafter defined), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as a co-collateral agent (in such capacity, a “Co-Collateral Agent”) and as administrative agent and as security trustee for the Lenders (in such capacity and, together with any successor in such capacity, the “Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as a co-collateral agent for the Lenders (together with the other Co-Collateral Agent, the “Collateral Agents”).

LIST OF EXHIBITS AND SCHEDULES. [to be updated] Exhibit A-1 A Form of Canadian Revolver Note Assignment and Assumption Agreement Exhibit A-2 B Form of U.S. Revolver Note Xxxx of Sale Exhibit A-3 C Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Employment Agreements Exhibit D Form of Compliance Certificate Intellectual Property Assignment Agreement Exhibit E Form Reference Date Balance Sheet Schedule 1.2-A Permitted Encumbrances Schedule 2.2.1(a) Equity Interests in Subsidiaries Schedule 2.2.1(c) Tangible Personal Property Schedule 2.2.1(f) Intellectual Property Assets Schedule 2.2.1(i) Leases Schedule 2.2.1(l) Seller’s Claims Against Third Parties Relating to Purchased Assets Schedule 2.4(d)(2) Certain Liabilities and Obligations of Debenture Seller Schedule E-1 Existing Letters 2.4(d)(4) Seller’s Liabilities, Obligations and Commitments under Assumed Contracts Schedule 2.4(e) Certain Excluded Liabilities Schedule 2.6(a) Material Consents Schedule 3.2 Authorization; Enforceability Schedule 3.3(a) Off Balance Sheet Items Schedule 3.5 Pre-Closing Encumbrances Schedule 3.6(a) Leased Real Property Schedule 3.7(b) Tangible Personal Property Not in Possession of Credit Seller Schedule 1.1 Commitments 3.8 Taxes Schedule 3.8(c) Taxes – Tax Sharing or Allocation Arrangements Schedule 3.8(f) Taxes – Basis of Lenders Assets; Net Operating Losses, Capital Losses; Unused Investment, Credit, Tax or Excess Charitable Contribution Schedule 1.1A Mandatory Cost Formulae 3.8(h) Audited Tax Returns Schedule 1.1C U.K. Eligible Foreign Accounts 3.9 Current Employees Schedule 1.1D U.K. Non-Bank Lenders 3.11(a) Compliance with Legal Requirements Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 3.11(b) Governmental Authorization Schedule 8.6.1 Business Locations 3.12(a) Legal Proceedings Schedule 9.1.9 Environmental Matters 3.12(b) Orders Schedule 9.1.12 ERISA 3.12(c) Compliance with Orders Schedule 3.13 Absence of Certain Changes and Events Schedule 3.14(a) Intellectual Property Assets – Agreements Schedule 3.14(c) Trademarks Schedule 3.14(d) Copyrights Schedule 3.15(a) Material Contracts Schedule 3.15(b) Material Contracts – No Defaults Schedule 3.15(c) Material Contracts – Compliance Schedule 9.1.13 Names 3.16(a) Insurance Policies Schedule 3.16(c) Insurance – Self-Insurance Arrangements; Risk Transfer/Sharing; Obligations to Third Parties Schedule 3.16(d) Insurance – Summary of Loss; Claims Schedule 3.16(e) Insurance – Insurers; Coverage; Compliance with Legal Requirements Schedule 3.17 Inventory Schedule 3.18 Accounts Receivable Schedule 3.19 Accounts Payable Schedule 3.20 Environmental Status; Permits Schedule 3.22 Undisclosed Liabilities Schedule 3.23 Customers and Capital Structure Suppliers Schedule 9.1.21 Labor Contracts 3.24(a) Employee Benefits Schedule 10.2.1 Existing Liens 3.24(c) Workers’ Compensation Coverage Schedule 10.2.2 Permitted Investments 3.25(d) Antiboycott Legal Requirements. Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together 3.26 Relationships with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).Related Persons Schedule 3.27 Solvency Schedule 4.3 Government Approvals

LIST OF EXHIBITS AND SCHEDULES. Exhibits: Exhibit A-1 Form Description of Canadian Revolver Note Seller Pipeline and Plant Facilities Exhibit A-2 Form of U.S. Revolver Note Vehicles Exhibit A-3 Form of U.K. Revolver Note B-1 Seller Easements Exhibit B Assignment and Acceptance B-2 Seller Easements Requiring Consent Exhibit B-3 Fee Properties Exhibit C Assignment Notice Assumed Contracts Exhibit D Form of Compliance Certificate Permits Exhibit E Form Escrow Agreement Exhibit F Conveyance of Debenture Pipeline Property Exhibit G Special Warranty Deed and Xxxx of Sale Exhibit H Assignments of Easements and Rights-of-Way Exhibit I Transition Services Agreement Exhibit J Transferred Employee Waiver Schedules: Schedule E-1 Existing Letters 2(m) Excluded Storage Vessels Schedule 4(g)(ii)(A)(1) CDM Fees Schedule 9(b) No Conflict Schedule 9(e) Exceptions to Representations and Warranties in Section 9(e) Schedule 9(j) Taxes Schedule 9(k) Pipeline Status Schedule 9(m)(i) Liens on Fee Property to be Released on or Before the Closing Schedule 9(m)(ii) Liens on Personal Property to be Released on or Before the Closing Schedule 9(m)(iv) Exceptions to Real Property Interests Schedule 9(m)(v) Condition of Credit Property Schedule 1.1 Commitments 9(n) Potential Employees Schedule 9(o) Employee Benefits Schedule 9(q) Subsequent Events Schedule 9(r)(i) Unaudited Statement of Lenders Revenue and Expenses of the Eustace System Schedule 1.1A Mandatory Cost Formulae 9(r)(ii) Summary Historical Residue Sales Schedule 1.1C U.K. Eligible Foreign Accounts 10(d) Buyer’s Consents Schedule 1.1D U.K. Non-Bank Lenders 25(a) Seller Severance Benefits Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”25(e) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321Employee 401(k) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).Loan Balances

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note “A” Primary Leases (Identify the mineral leases and orderspertaining to the Xxxxx) EXHIBIT “B” XXXXX (INTERESTS OWNED BY [confidential information omitted]) Exhibit A-2 Form of U.S. Revolver Note “B-1” Xxxxx (Interests owned by San Antonio Gas & Oil, Inc. and Altex Resources, Inc.) Exhibit A-3 Form of U.K. Revolver Note “B-3” Altex II Assets and liabilities Exhibit B “C” Support Systems (Describe disposal xxxxx and disposal facilities together with any gathering and processing facilities) Exhibit “D” Surface Rights (Identify all Surface Leases, easements and rights of-way) Exhibit “D-1” Fee Lands Exhibit “E” Contracts (Identify all material contracts such as joint operating agreements, farmout agreements, participation agreements, etc.) Exhibit “F” Allocated Values (For Purchase Price adjustment purposes and, if applicable, preferential purchase rights, allocated values for the assets should be specified) Exhibit “G” Assignment and Acceptance Xxxx of Sale Exhibit C Assignment Notice “H” Non-Foreign Affidavit Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture “I” Arbitration Schedule E-1 Existing Letters of Credit 3.1(b) Texas Capital Bank Documents Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign 3.1(c) Shell Trading Portfolio Accounts Schedule 1.1D U.K. Non3.1(d) Assumption of Altex II Liabilities Schedule 3.4(b) Capital Expenditures Schedule 4.3 Employees of Altex II (Compensation and Benefits) Schedule 10.4 Litigation Schedule 10.5 Material Change Schedule 10.7 Consents and Governmental Approvals Schedule 10.8 Insurance Coverages Schedule 10.10 Compliance with Law Schedule 10.11 Authority for Expenditures Schedule 10.13 Take-Bank Lenders or-Pay Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 10.14 Preferential Purchase Right Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor 10.17 Marketing Contracts Schedule 10.2.1 Existing Liens 10.18 Production Imbalances Schedule 10.2.2 Permitted Investments 10.22 Suspense Accounts Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).10.23 Capital Expenditures Schedule 10.24

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C B Form of Assignment Notice Exhibit C Form of Borrowing Base Certificate Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters Notice of Credit Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Notice of Elected Harvest Period Exhibit H Form of Secured Bank Products Provider Agreement Exhibit 2.1.2 Form of First Lien Revolver Note Exhibit 2.2.2 Form of First Lien Term Note Exhibit 2.3.4 Form of First Lien Capital Expenditure Note Exhibit 6.1(j) Form of Solvency Certificate Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Owned Real Estate Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 10.2.2 Existing Liens Schedule 10.2.2 Permitted 10.2.5 Existing Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.16 Existing Affiliate Transactions Schedule 14.3.1 Notice Addresses FIRST LIEN LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED FIRST LIEN LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 22October 14, 20112016, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSMALLARD INTERMEDIATE, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersIntermediate Holdco”), CALLAWAY GOLF CANADA LTDMALLARD BUYER CORP., a Canada Delaware corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “BorrowersBorrower Agent”), the each other Obligors Subsidiary of Intermediate Holdco party to this Agreement from time to time, including the Project Vine Targets identified below (together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationTHE WEST (“Bank of the West”), as administrative agent and as security trustee collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Bank of the West, ING CAPITAL LLC (“ING Capital”) and AMERICAN AGCREDIT, PCA (“American AgCredit”), as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), Bank of the West, ING Capital and American AgCredit, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), ING Capital, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Syndication Agent”), and AGSTAR FINANCIAL SERVICES, PCA/FLCA, CITY NATIONAL BANK and MUFG UNION BANK, N.A., as co-documentation agents (in such capacity, together with their respective successors and assigns in such capacity, “Co-Documentation Agents”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. A Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form Certain Account Debtors Exhibit E-1 Notice of Compliance Certificate Borrowing for U.S. Revolver Loans Exhibit E Form E-2 Notice of Debenture Schedule E-1 Existing Letters Borrowing for Singapore Base Rate Revolver Loans Exhibit E-3 Notice of Credit Borrowing for Singapore LIBOR Revolver Loans Schedule 1.1 Revolver Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plan Disclosures Schedule 9.1.20 Labor Contracts Schedule 10.2.1 10.2.2 Existing Liens Schedule 10.2.2 10.2.6 Scheduled Asset Dispositions Schedule 10.2.8 Certain Borrowed Money Schedule 10.2.9 Permitted Investments Restructuring Transactions Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.17 Existing Affiliate Transactions LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22September 30, 20112010, among CALLAWAY GOLF COMPANYKEMET ELECTRONICS CORPORATION, a Delaware corporation (“ParentU.S. Borrower”), CALLAWAY GOLF SALES COMPANY, a California corporation KEMET ELECTRONICS MARKETING (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA S) PTE LTD., a Canada Singapore corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Singapore Borrower” and and, together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”), and BANC OF AMERICA SECURITIES LLC, a Delaware limited liability company, as lead arranger (in such capacity, “Lead Arranger”) and bookrunner (in such capacity, “Bookrunner”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B A Assignment and Acceptance Exhibit C B Assignment Notice Exhibit D Form of C Compliance Certificate Exhibit D Landlord Waiver Exhibit E Form of Debenture Bailee Letter Exhibit F Joinder Agreement Schedule E-1 Existing Letters of Credit Schedule 1.1 1.1(a) Revolver Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1(b) Excluded Brainerd Site Schedule 1.1C U.K. Eligible Foreign 1.1(c) Excluded Timberlands Parcels Schedule 1.1(d) Kentucky Sale/Leaseback Schedule 1.1(e) Mortgaged Property Support Documents Schedule 7.4 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 7.5.1 Business Locations Schedule 9.1.9 Environmental Matters 8.1.5 Capital Structure; Loan Parties Schedule 9.1.12 ERISA Compliance 8.1.16 Restrictive Agreements Schedule 9.1.13 Names 8.1.19 Pension Plans Schedule 8.1.20 Insurance Schedule 8.1.22 Labor Relations Schedule 8.1.27(b) Intellectual Property Schedule 8.1.27(c) Documents, Instruments, and Capital Structure Tangible Chattel Paper Schedule 9.1.21 Labor 8.1.27(d) Electronic Chattel Paper & Letter-of-Credit Rights Schedule 8.1.27(e) Commercial Tort Claims Schedule 8.1.27(f) Pledged Equity Schedule 8.1.27(g) Mortgaged Properties Schedule 8.1.27(h) Material Contracts Schedule 10.2.1 9.2.1 Existing Debt Schedule 9.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY 9.2.17 Existing Affiliate Transactions iv CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY CREDIT AGREEMENT (this “Agreement”) is dated as of December 22July 30, 20112014, among CALLAWAY GOLF COMPANYWAUSAU PAPER CORP., a Delaware Wisconsin corporation (“ParentWausau Paper”), CALLAWAY GOLF SALES WAUSAU TIMBERLAND COMPANY, LLC, a California Wisconsin limited liability company (“Wausau Timberland”), WAUSAU PAPER XXXXX, LLC, a Wisconsin limited liability company (“Wausau Xxxxx”), WAUSAU PAPER TOWEL & TISSUE, LLC, a Wisconsin limited liability company (“Wausau Towel & Tissue”), THE XXXX PAPER COMPANY, an Ohio corporation (“Callaway SalesXxxx”), CALLAWAY GOLF BALL OPERATIONSTHE MIDDLETOWN HYDRAULIC COMPANY, INC., a Delaware an Ohio corporation (“Callaway OperationsMiddletown”, and together with Parent Wausau Paper, Wausau Timberland, Wausau Xxxxx, Wausau Towel & Tissue and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian BorrowerXxxx, collectively, “Borrowers”), the other Obligors party to this Agreement parties from time to timetime signatory hereto as a Loan Party, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 EXHIBIT A — Tranche A Note EXHIBIT B — Tranche B Note EXHIBIT C — Working Capital Note EXHIBIT D-1 — Security Agreement EXHIBIT D-2 — Subsidiary Security Agreement EXHIBIT E-1 — Holdings Pledge Agreement EXHIBIT E-2 — Pledge Agreement EXHIBIT F — Subsidiary Guaranty EXHIBIT G — Borrowing Base Certificate EXHIBIT H-1 — Opinion of Xxxxxxxx & Xxxxx EXHIBIT H-2 — Opinion of General Counsel to the Loan Parties EXHIBIT I — Opinion of Goldberg, Kohn, Bell, Black, Xxxxxxxxxx & Moritz, Ltd., Special Counsel to the Agent EXHIBIT J-1 — Form of Canadian Revolver Note Exhibit A-2 Assignment EXHIBIT J-2 — Form of U.S. Revolver Note Exhibit A-3 Notice of Assignment EXHIBIT K — Form of U.K. Revolver Note Exhibit B Assignment Subordination Agreement SCHEDULE 6.10 — Subsidiaries SCHEDULE 6.13 — Federal Tax Identification Numbers SCHEDULE 6.15 — Brokers SCHEDULE 6.17 — Employment, Shareholders' and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Subscription Agreements SCHEDULE 6.21 — Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor SCHEDULE 6.22 — Initial Capitalization SCHEDULE 6.23 — Real Property Interests SCHEDULE 6.24(a) — Government Contract Notices SCHEDULE 6.24(b) — Specified Government Contracts Schedule 10.2.1 SCHEDULE 8.1 — Outstanding Debt SCHEDULE 8.2 — Existing Liens Schedule 10.2.2 Permitted SCHEDULE 8.7 — Existing Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY iv CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY CREDIT AGREEMENT is dated as of December 22March 9, 2011, 2000 among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSXX XXXXXXXXXXXXX, INC., a Delaware corporation (“Callaway Operations”XX XXXXXXXXXXXXX, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”)L.L.C., the other Obligors party to this Agreement from time to timeLENDERS listed on the signature pages hereof, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK BANC OF AMERICA, N.A., a national banking associationAMERICA COMMERCIAL FINANCE CORPORATION, as administrative agent Agent and FIRST UNION NATIONAL BANK, as security trustee for the Lenders (“Syndication Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 A Form of Canadian Revolver Note Assignment Exhibit A-2 B Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Borrowing Base Report Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Debenture Schedule E-1 Existing Letters Notice of Credit Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1(b) Account Debtors Schedule 1.1C U.K. Eligible Foreign 2.2 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business 8.7.1 Collateral Locations Schedule 9.1.9 Environmental Matters 9.1.3 Approvals; Other Consents Schedule 9.1.12 ERISA Compliance 9.1.5 Material Debt and Other Liabilities Schedule 9.1.13 Names and 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.21 Labor 9.1.16 Compliance with Laws Schedule 9.1.20(a) Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.2.1 Existing 10.1.15 Post-Closing Undertakings Schedule 10.2.1(h) Debt Schedule 10.2.2 Liens Schedule 10.2.2 Permitted 10.2.4 Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.10 Transactions with Affiliates LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22June 29, 20112018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CALLAWAY GOLF COMPANYCSI COMPRESSCO LP, a Delaware corporation limited partnership (the “ParentCompany”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, CSI COMPRESSCO SUB INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersSub Inc.”), CALLAWAY GOLF CANADA LTD.CSI COMPRESSCO OPERATING LLC, a Canada corporation Delaware limited liability company, (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. BorrowerOperating LLC” and together collectively, with the U.S. Borrowers Company and Sub Inc. the Canadian Borrower, collectively, “Borrowers”), certain subsidiaries of the other Obligors party to this Agreement from time to timeBorrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as lenders (collectivelyLenders, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Tranche A Term Note Exhibit A-2 Form of U.S. Revolver Tranche B Term Note Exhibit A-3 Form of U.K. Revolver Canadian Tranche B Term Note Exhibit B Form of Assignment and Acceptance Assumption Agreement Exhibit C Assignment Notice [Reserved] Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 1.1(a) Commitments of the Lenders Schedule 1.1A Mandatory Cost Formulae 1.1(b) Excluded Subsidiaries Schedule 1.1C U.K. Eligible Foreign 7.1 Commercial Tort Claims Schedule 7.2.1 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders 7.2.3 Credit Card Arrangements Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 8.3.3 Consignments Schedule 8.6.1 8.5.1 Business Locations Schedule 9.1.9 9.1.4 Names; Capital Structure; Warrants, Etc. Schedule 9.1.5 Former Names and Companies Schedule 9.1.6(a) Real Estate Schedule 9.1.6(b) Investments Schedule 9.1.8 Financial Statements Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.12 ERISA Compliance 9.1.16 Burdensome Agreements Schedule 9.1.13 Names and Capital Structure 9.1.17 Litigation Schedule 9.1.21 9.1.19 Material Contracts Schedule 9.1.20 Canadian Plans Schedule 9.1.22 Labor Contracts Schedule 9.1.25 Certain Transactions Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments 10.2.7 Restrictions on Subsidiary Distributions (Contractual Obligations) Schedule 10.2.3 Permitted Debt SECOND 10.2.9(i) Trademarks Licensed to Excluded Subsidiaries THIRD AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT THIS SECOND THIRD AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT is dated as of December 22(THIS “AGREEMENT”) IS ENTERED INTO AS OF NOVEMBER 21, 20112014, among CALLAWAY GOLF COMPANYAMONG MAYOR’S JEWELERS INC., a Delaware corporation A DELAWARE CORPORATION (THE “ParentUS BORROWER” OR “MAYOR’S”), CALLAWAY GOLF SALES COMPANYBIRKS GROUP INC. – GROUPE BIRKS INC. (formerly known as BIRKS & MAYORS INC.), a California corporation A CANADIAN CORPORATION (THE “Callaway SalesCANADIAN BORROWER” OR “BIRKS” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “BORROWERS” AND EACH INDIVIDUALLY, A “BORROWER”), CALLAWAY GOLF BALL OPERATIONSEACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, INC.EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, a Delaware corporation THE “LENDERS” AND EACH INDIVIDUALLY, A “LENDER”) AND CRYSTAL FINANCIAL LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT (“Callaway Operations”, and together with Parent and Callaway Sales, collectivelyIN ITS INDIVIDUAL CAPACITY, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (CRYSTAL” OR THE “Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“AgentAGENT”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note A Assignment Agreement Exhibit B Assignment and Acceptance Notes Exhibit C Assignment Notice of Borrowing Exhibit D Form Swingline Request Exhibit E Notice of Conversion or Continuation Exhibit F Compliance Certificate Exhibit E G Collateral Update Certificate Exhibit H Increased Facility Activation Notice Exhibit I Form of Debenture New Lender Supplement Exhibit J First Lien Guaranty and Security Agreement Exhibit K Intercreditor Agreement Exhibit L U.S. Tax Certificate Exhibit M Affiliated Lender Assignment and Assumption Schedule E-1 Existing Letters of Credit I Commitments Schedule 1.1 Commitments of Lenders II Approved Foreign Commercial Banks Schedule 1.1A Mandatory Cost Formulae III Equity Redemption Schedule 1.1C U.K. Eligible IV Foreign Accounts Restructuring Schedule 1.1D U.K. Non4.2 Third Party Consents Schedule 4.3 Capitalization Schedule 4.16 Title to Properties and Mortgages Schedule 7.13 Post-Bank Lenders Closing Deliveries Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 8.1 Prior Indebtedness Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing 8.2 Prior Liens Schedule 10.2.2 Permitted 8.3 Prior Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 8.9 Affiliate Transactions THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22FIRST LIEN CREDIT AGREEMENT, DATED AS OF JUNE 7, 2011, among CALLAWAY GOLF COMPANYIS ENTERED INTO AMONG SRAM, a Delaware corporation LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “ParentBORROWER”), CALLAWAY GOLF SALES COMPANYSRAM HOLDINGS, a California corporation LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Callaway SalesHOLDINGS”), CALLAWAY GOLF BALL OPERATIONSTHE LENDERS (AS DEFINED BELOW), INC.THE L/C ISSUERS (AS DEFINED BELOW) AND JPMORGAN CHASE BANK, a Delaware corporation N.A. (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. BorrowersJPMORGAN CHASE BANK”), CALLAWAY GOLF CANADA LTD.AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS AND THE L/C ISSUERS (IN SUCH CAPACITY, a Canada corporation (AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “BorrowersADMINISTRATIVE AGENT”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time . The parties hereto agree as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).follows:

LIST OF EXHIBITS AND SCHEDULES. Annex 1 Benchmark Replacement Setting Exhibit A-1 A Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C B Form of Assignment Notice Exhibit C Form of Borrowing Base Certificate Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters Notice of Credit Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Secured Bank Products Provider Agreement Exhibit H Form of Notice of Elected Harvest Period Exhibit 2.1.2 Form of Revolver Note Exhibit 2.2.3 Form of Term Note Exhibit 2.3.2 Form of Equipment Loan Note Exhibit 2.4.4 Form of Capital Expenditure Loan Note Exhibit 2.6.5 Form of DDTL Note Exhibit 6.1(g) Form of Solvency Certificate Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Owned Real Estate Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted 10.2.5 Existing Investments Schedule 10.2.3 Permitted Debt 10.2.16 Existing Affiliate Transactions Schedule 14.3.1 Notice Addresses SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 2213, 20112022, among CALLAWAY GOLF COMPANYVINTAGE WINE ESTATES, INC., a Delaware corporation Nevada corporation, f/k/a Bespoke Capital Acquisition Corp. (“ParentHoldings”), CALLAWAY GOLF SALES COMPANYVINTAGE WINE ESTATES, INC., a California corporation (“Callaway SalesBorrower Agent”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation each Subsidiary of Borrower Agent party to this Agreement from time to time (“Callaway Operations”, and together with Parent and Callaway SalesBorrower Agent, collectively, each a “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrowerand, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationTHE WEST (“Bank of the West”), as administrative agent and as security trustee collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Bank of the West, AgCountry Farm Credit Services, PCA, Rabo AgriFinance LLC and Compeer Financial PCA, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, collectively the “Joint Lead Arrangers”), Bank of the West, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), Bank of the West, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Syndication Agent”), and Bank of the West as documentation agent (in such capacity, together with its successors and assigns in such capacity, the “Documentation Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 Form of Canadian Revolver 2.1(a) Revolving Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters 2.8 Letter of Credit Agreement Exhibit 5.5(b) Projected Cash Flow and Balance Sheets Exhibit 16.3 Commitment Transfer Supplement Schedules Schedule 1.1 Commitments of Lenders 1.2 Permitted Liens Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business 4.5 Equipment and Inventory Locations Schedule 9.1.9 Environmental Matters 4.15(c) Locations of Borrowers Schedule 9.1.12 ERISA Compliance 5.2(a) States of Formation and Qualification Schedule 9.1.13 Names 5.2(b) Borrowers' Subsidiaries and Capital Structure Ownership Schedule 9.1.21 5.4 Federal Tax Identification Numbers Schedule 5.6 Corporate Name Schedule 5.8(b) Pending Litigation/Indebtedness Schedule 5.8(d) Pension Plans Schedule 5.9(a) Patents, Trademarks, Copyrights and Licenses Schedule 5.9(b) Challenges re Patents, Trademarks, Copyrights and Licenses Schedule 5.9(c) Source Code Escrow Agreement Schedule 5.10 Licenses and Permits Schedule 5.13 Restrictions Schedule 5.14 Labor Contracts Disputes Schedule 10.2.1 Existing Liens 5.17 Disclosure Schedule 10.2.2 Permitted 7.3 Guarantees Schedule 7.4 Investments Schedule 10.2.3 Permitted Debt SECOND 7.8 Indebtedness Schedule 7.10 Transactions with Affiliates THIRD AMENDED AND RESTATED LOAN REVOLVING CREDIT AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is Third Amended and Restated Revolving Credit and Security Agreement dated as of December 22November 30, 2011, 1995 among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSGENERAL DATACOMM INDUSTRIES, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England the State of Delaware, GENERAL DATACOMM, INC., a corporation organized under the laws of the State of Delaware, GDC REALTY, INC., a corporation organized under the laws of the State of Texas, GDC NAUGATUCK, INC., a corporation organized under the laws of the State of Delaware, GENERAL DATACOMM INTERNATIONAL CORP., a corporation organized under the laws of the State of Delaware, GDC FEDERAL SYSTEMS, INC. (registered number 02756321) formerly known as GENERAL DATACOMM SYSTEMS, INC.), a corporation organized under the laws of the State of Delaware (“U.K. each a "Borrower” " and together with jointly and severally, the U.S. Borrowers and the Canadian Borrower, collectively, “"Borrowers”"), the other Obligors party to this Agreement from time to time, the undersigned financial institutions party to this Agreement from time to time as lenders and the various financial institutions which in accordance with Section 16.3 become Lenders hereunder (each a "Lender" and collectively, “"Lenders”") and THE BANK OF NEW YORK COMMERCIAL CORPORATION ("BNYCC"), and BANK OF AMERICA, N.A., a national banking associationNew York corporation, as administrative agent and as security trustee for the Lenders (“BNYCC in such capacity, or as the case may be, its successor pursuant to the terms of Section 14.3, "Agent”").

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note “A” Primary Leases (Identify the mineral leases and orders pertaining to the Xxxxx) Exhibit A-2 Form of U.S. Revolver Note “B” Xxxxx (Interests owned by [confidential information omitted]) Exhibit A-3 Form of U.K. Revolver Note “B-1” Xxxxx (Interests owned by San Antonio Gas & Oil, Inc. and Altex Resources, Inc.) Exhibit B “B-3” Altex II Assets and liabilities Exhibit “C” Support Systems (Describe disposal xxxxx and disposal facilities together with any gathering and processing facilities) Exhibit “D” Surface Rights (Identify all Surface Leases, easements and rights-of-way) Exhibit “D-1” Fee Lands Exhibit “E” Contracts (Identify all material contracts such as joint operating agreements, farmout agreements, participation agreements, etc.) Exhibit “F” Allocated Values (For Purchase Price adjustment purposes and, if applicable, preferential purchase rights, allocated values for the assets should be specified) Exhibit “G” Assignment and Acceptance Xxxx of Sale Exhibit C Assignment Notice “H” Non-Foreign Affidavit Exhibit D Form “I” Arbitration Schedule 3.1 Assumption of Altex II Liabilities Schedule 3.4(b) Adjustment Xxxxx Schedule 4.3 Employees of Altex II (Compensation and Benefits) Schedule 10.4 Litigation Schedule 10.5 Material Change Schedule 10.7 Consents and Governmental Approvals Schedule 10.8 Insurance Coverages Schedule 10.10 Compliance Certificate Exhibit E Form of Debenture with Law Schedule E-1 Existing Letters of Credit 10.11 Authority for Expenditures Schedule 1.1 Commitments of Lenders 10.13 Take-or-Pay Schedule 1.1A Mandatory Cost Formulae 10.14 Preferential Purchase Right Schedule 1.1C U.K. Eligible Foreign 10.17 Marketing Contracts Schedule 10.18 Production Imbalances Schedule 10.22 Suspense Accounts Schedule 1.1D U.K. Non-Bank Lenders 10.23 Capital Expenditures Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).10.24

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. A Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Officer’s Certificate Exhibit E Form Borrowing Base Certificate Schedule 1.1 Revolver Commitments of Debenture Lenders Schedule E-1 1.1E(1) Existing Bank Products Schedule 1.1E(2) Existing Letters of Credit Schedule 1.1 Commitments of Lenders 1.1L Leasehold Mortgages Schedule 1.1A Mandatory Cost Formulae 7.1(j) Equity Interests Schedule 1.1C U.K. Eligible Foreign 7.3 Real Estate Schedule 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders 8.6.1 Credit Card Agreements Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 8.7.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.5 Former Names and Companies Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND 10.2.17 Existing Affiliate Transactions AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22November 30, 20112010, among CALLAWAY GOLF COMPANYCONN’S, INC., a Delaware corporation corporation, as parent and guarantor (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSCONN APPLIANCES, INC., a Delaware Texas corporation (“Callaway OperationsCAI”), CONN CREDIT I, LP, a Texas limited partnership (“CCI”), and CONN CREDIT CORPORATION, INC., a Texas corporation (“CCCI”, and together with Parent CAI and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian BorrowerCCI, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent Administrative Agent and as security trustee Collateral Agent for the Lenders (“Agent”) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent, Joint Book Runner and Co-Lead Arranger for the Lenders (“JPMorgan”), XXXXX FARGO PREFERRED CAPITAL, INC., as Co-Syndication Agent for the Lenders (“WFPC”), XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as Joint Book Runner and Co-Lead Arranger for the Lenders (“BAS”), CAPITAL ONE, N.A., as Co-Documentation Agent for the Lenders (“Capital One”), and REGIONS BUSINESS CAPITAL, a division of REGIONS BANK, as Co-Documentation Agent for the Lenders (“Regions Bank”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note A Assignment & Acceptance Exhibit B Assignment and Acceptance Notice Exhibit C Assignment Notice Form of Note Exhibit D Notice of Borrowing Exhibit E Notice of Conversion/Continuation Exhibit F Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit G [RESERVED] Exhibit H Payment Notification Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.2 Inactive Subsidiaries Schedule 1.1C U.K. Eligible Foreign 1.3 Guarantors Schedule 7.4.1 Pledged Interests Schedule 7.4.2 Pledge Debt Schedule 8.5 Deposit Accounts and Securities Accounts Schedule 1.1D U.K. Non-Bank Lenders 8.6 Letter of Credit Rights Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 8.7.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED 10.2.16 Existing Affiliate Transactions LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Agreement") is dated as of December 22July 16, 20112019, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONSINNERWORKINGS, INC., a Delaware corporation (“Callaway Operations”the "Company" and, and together with Parent and Callaway Salesany other Person joined to this agreement as a Borrower after the date hereof, collectively, “U.S. the "Borrowers”" and each a "Borrower"), CALLAWAY GOLF CANADA LTDEYELEVEL, INC., a Canada an Oregon corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD."Eyelevel"), INNERWORKINGS EMEA HOLDINGS LP, a company organized limited partnership formed under the laws of England and Wales with company number LP014693 acting by its general partner INWK Holdings, LLC (registered "EMEA Holdings"), INNERWORKINGS EUROPE LIMITED, a limited liability company incorporated in England and Wales with company number 02756321) 01845737 (“U.K. Borrower” "INWK Europe"), PROFESSIONAL PACKAGING SERVICES LTD., a limited liability company incorporated in England and together Wales with the U.S. Borrowers company number 01567813 ("PPS"), and the Canadian BorrowerINNERWORKINGS CANADA, collectivelyINC., “Borrowers”an Ontario corporation ("InnerWorkings Canada"), each as a Guarantor, the other Obligors Guarantors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationTCW ASSET MANAGEMENT COMPANY LLC, as administrative agent, collateral agent and as security trustee for the Lenders (“in such capacity, together with its successors and assigns in such capacity, "Agent”").

LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. A Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Joinder Agreement Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Bank Product Notice Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 2 Existing Investments Schedule 1.1C U.K. Eligible Foreign 8.5 Deposit Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 9.1.4 Names and Capital Structure Schedule 9.1.21 9.1.7 Distributions Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 10.2.1(c) Existing Indebtedness Schedule 10.2.2 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt 10.2.16 Existing Affiliate Transactions A/74297652.15 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22July 20, 2011, among CALLAWAY GOLF COMPANYSENECA FOODS CORPORATION, a Delaware New York corporation (the “Parent”), CALLAWAY GOLF SALES SENECA FOODS, LLC (formerly known as Signature Fruit Company, LLC), a Delaware limited liability company (“Seneca LLC”), SENECA SNACK COMPANY, a California Washington corporation (“Callaway SalesSeneca Snack”, and together with the Parent and Seneca LLC, collectively, the “Borrowers”), CALLAWAY GOLF BALL OPERATIONSMXXXXX FOODS, INC., a Delaware New York corporation (“Callaway OperationsMxxxxx”), LEBANON VALLEY COLD STORAGE, LLC, a Pennsylvania limited liability company (“Lebanon LLC”), and LEBANON VALLEY COLD STORAGE, LP, a Pennsylvania limited partnership (“Lebanon LP”, and together with Parent Mxxxxx and Callaway SalesLebanon LLC, collectively, the “U.S. BorrowersGuarantors”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders Secured Parties (“Agent”), RBS CITIZENS, N.A., as Syndication Agent, BANK OF AMERICA, N.A., a national banking association, as Issuing Bank and MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED with RBS CITIZENS, N.A., as Joint Lead Arrangers.