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 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 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 SCHEDULE 10.2.14 Existing Affiliate Transactions 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. 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 Revolver Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1K Key Performance Indicator Targets Schedule 1.1C U.K. Eligible Foreign Accounts 7.5.1 Commercial Tort Claims 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 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: 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 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 10.2.17 Existing Affiliate Transactions 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 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 10.2.17 Existing Affiliate Transactions 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 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 10.2.17 Existing Affiliate Transactions Schedule 11 Outstanding Letters of Credit 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 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 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. 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 10.2.17 Existing Affiliate Transactions 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 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 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. 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 THIS SECOND 7.8 Indebtedness Schedule 7.10 Transactions with Affiliates THIRD AMENDED AND RESTATED LOAN REVOLVING CREDIT 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 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 Revolver Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.1K Key Performance Indicator Targets Schedule 1.1C U.K. Eligible Foreign Accounts 7.5.1 Commercial Tort Claims omitted 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 omitted Schedule 9.1.21 9.1.18 Pension Plans omitted Schedule 9.1.20 Labor Contracts omitted Schedule 10.2.1 Existing Liens 10.2.1(u) Unsecured Debt omitted Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted 10.2.7 Certain Intercompany Debt Subordination Terms omitted Exhibit A Assignment omitted Exhibit B Assignment Notice omitted Exhibit C Compliance Certificate omitted Exhibit D U.S. Tax Compliance Certificate omitted Exhibit E Notice of Borrowing omitted 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”), XXXXX.XXX, 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 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 10.2.17 Existing Affiliate Transactions 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. 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 THIS SECOND 10.2.16 Existing Affiliate Transactions Schedule 14.3.1 Notice Addresses 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 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 10.2.17 Existing Affiliate Transactions 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 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 10.2.17 Existing Affiliate Transactions 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 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 10.2.17 Existing Affiliate Transactions 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 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 10.2.17 Existing Affiliate Transactions 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 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 10.2.9(i) Trademarks Licensed to Excluded Subsidiaries 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 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 Existing Letters of Credit Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. 1.3 Certain Cash and Non-Bank Lenders Cash Expenses Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme 1.4 Existing Contingent Obligations Schedule 8.5 Deposit 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 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.16 Burdensome Contracts Schedule 9.1.17 Litigation Schedule 9.1.16 Pension Plans Schedule 9.1.21 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 10.2.17 Existing Affiliate Transactions \8885650.14 THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22July 16, 20112009, among CALLAWAY GOLF COMPANYSPHERION CORPORATION, a Delaware corporation (“ParentCompany” and a “U.S. Borrower”), CALLAWAY GOLF SALES COMPANY, each of the Subsidiaries of the Company that may become U.S. borrowers hereunder as provided in Section 10.1.9 or otherwise (each a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, U.S. Borrower” and together with Parent and Callaway Salesthe Company, collectively, the “U.S. Borrowers”), CALLAWAY GOLF 6063721 CANADA LTDINC., a Canada Canadian corporation (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 BorrowerBorrowers, collectively, “Borrowers”), each of the Persons identified on the signature pages hereto as a guarantor and any other Obligors party to this Agreement from time to timePerson that becomes a guarantor hereunder as provided in Section 10.1.9 or otherwise (each a “Guarantor”), 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 collateral agent and administrative agent and as security trustee for the Lenders (“Agent”), XXXXX FARGO FOOTHILL, LLC, as Syndication Agent, and REGIONS BANK, SUNTRUST BANK, and SIEMENS FINANCIAL SERVICES, INC., as Co-Documentation Agents. .

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 B Form of Compliance Certificate Exhibit E C Form of Debenture Schedule E-1 Existing Letters Joinder Agreement Exhibit D-1 Form of Credit U.S. Tax Certificate for Foreign Lenders that are not Partnerships Exhibit D-2 Form of U.S. Tax Certificate for Foreign Participants that are not Partnerships Exhibit D-3 Form of U.S. Tax Certificate for Foreign Participants that are Partnerships Exhibit D-4 Form of U.S. Tax Certificate for Foreign Lenders that are Partnerships Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae 1.2 Belgian Security Documents; Luxembourg Security Documents; Dutch Security Documents Schedule 1.1C U.K. Eligible Foreign 1.3 Immaterial Subsidiaries Schedule 8.4 Deposit Accounts; Securities Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 8.5.1 Business Locations Schedule 9.1.9 9.1.4 Subsidiaries, Equity Interests Schedule 9.1.11 Patents, Trademarks and Copyrights Schedule 9.1.14 Environmental Matters Schedule 9.1.12 ERISA Compliance 9.1.15 Restrictive Agreements Schedule 9.1.13 Names and Capital Structure 9.1.16 Litigation Schedule 9.1.21 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.1.14 Post-Closing Matters 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 10.2.17 Existing Affiliate Transactions THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 22May 19, 20112021, among CALLAWAY GOLF COMPANYCOMPUTER TASK GROUP, INC., a Delaware New York corporation (“Parent,” and together with any other Person organized under the laws of a jurisdiction in the United States that becomes a party hereto as a Borrower, individually a “US Borrower” and collectively, “US Borrowers”), CALLAWAY GOLF SALES COMPANYCOMPUTER TASK GROUP BELGIUM NV, a California corporation limited liability company (naamloze vennootschap/société anonyme) incorporated and existing under the laws of Belgium, having its statutory seat at Xxxxxxxxxxxx 0X (X 000X), 0000 Xxxxxxxx, Xxxxxxx and registered under number RLP Brussels (Dutch speaking section) 0450.277.958 (“Callaway SalesCTG Belgium” and together with any other Person organized under the laws of Belgium that becomes a party hereto as a Borrower, individually a “Belgian Borrower” and collectively, “Belgian Borrowers”), CALLAWAY GOLF BALL OPERATIONSCOMPUTER TASK GROUP LUXEMBOURG PSF S.A., a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 10A, rue Zone Industrielle de Bourmicht, L-8070 Bertrange, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B56109 and subject in its capacity as support professionals of the financial sector established in Luxembourg to the Luxembourg law of 5 April 1993 on the financial sector, as amended (“CTG Luxembourg PSF”), COMPUTER TASK GROUP IT SOLUTIONS S.A., a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 0, xxx xxx Xxxxxxxxxxxx, X-0000 Xxxxxxxxx, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B110615 (“CTG Luxembourg IT,” and together with CTG Luxembourg PSF and with any other Person organized under the laws of Luxembourg that becomes a party hereto as a Borrower, individually, a “Luxembourg Borrower” and collectively, “Luxembourg Borrowers,” and together with the Belgian Borrowers, and US Borrowers and each other Subsidiary of the Parent that becomes a Borrower in accordance with Section 10.1.9, individually, a “Borrower” and collectively, the “Borrowers”), COMPUTER TASK GROUP INTERNATIONAL, INC., a Delaware corporation (“Callaway Operations”, CTG International,” 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 any other Person organized under the laws of England a jurisdiction in the United States that becomes a party hereto as a Guarantor, individually a “US Guarantor” and collectively, “US Guarantors”), CTG ITS SA, a limited liability company (naamloze vennootschap/société anonyme) incorporated and existing under the laws of Belgium, having its statutory seat at Xxxxxx Xxxxxxx 0, 0000 Xxxxx, Xxxxxxx and registered under number 02756321) RLP Brabant Wallon 0822.125.181 (“U.K. BorrowerCTG ITS,” and together with any other Person organized under the U.S. Borrowers laws of Belgium that becomes a party hereto as a Guarantor, individually a “Belgian Guarantor” and the Canadian Borrower, collectively, “BorrowersBelgian Guarantors”), COMPUTER TASK GROUP EUROPE B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its seat (statutaire zetel) in Hoofddorp, the Netherlands and its registered office address at Xxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx, registered with the trade register of the Dutch Chamber of Commerce (Xxxxx van Koophandel) under number 34073503 (“CTG Netherlands,” and together with any other Person organized under the laws of the Netherlands that becomes a party hereto as a Guarantor, individually a “Dutch Guarantor” and collectively, “Dutch Guarantors”), the other Obligors financial institutions from time to time 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, in its capacity as collateral agent and administrative agent for itself and as security trustee for the Lenders other Secured Parties (together with any successor agent appointed pursuant to Section 12.10, the “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 10.2.17 Existing Affiliate Transactions 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 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 9.2.14 Existing Restrictive Agreements 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 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 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”").