Tilray Brands Inc

420 Credit Agreement

On* January 5, 2024,the Company’s wholly-owned subsidiary, Four Twenty Corporation (the “Borrower”), entered into a Waiver (the “Waiver”) to that certain Credit Agreement dated as of June 30, 2023 (the“420* Credit Agreement”) by and among the Borrower, Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”), and certain other guarantors and lenders thereto. The Waiver provides for a waiver of a potential event of default relating to the “Consolidated Leverage Ratio” financial covenant contained in the420 Credit Agreement. The foregoing description of the Waiver doesnot purport to be complete and is qualified in its entirety by the full text of the Waiver, which is being filed as Exhibit10.2 to this quarterly report on Form10-Q for the quarter ended* November 30, 2023.*

Aphria Diamond Amended Supply Agreement

On* January 5, 2024,Aphria Inc. (“Aphria”), a wholly-owned subsidiary of the Company, entered into an Amended and Restated Wholesale Cannabis Supply Agreement (the “Supply Agreement”) with1974568* Ontario Limited (“Aphria Diamond”), Aphria’s joint venture with Double Diamond Holdings Ltd.

The Supply Agreement amends and restates the existing supply agreement, effective as of* September 1, 2023,and amends certain terms relating to pricing and product classes. Pursuant to the Supply Agreement, Aphria will purchase cannabis products on a non-exclusive basis from Aphria Diamond grown at Aphria Diamond’s Leamington, Ontario cannabis cultivation facility (the “Aphria Diamond Facility”) and will supply Aphria Diamond with rooted cuttings to be used for cultivation of cannabis products at the Aphria Diamond Facility. Aphria Diamond agrees to exclusively supply cannabis products to Aphria, subject to limited exceptions to allocate un-utilized cultivation capacity at the Aphria Diamond Facility. The foregoing summary of the Supply Agreement doesnot* purport to be complete and is qualified in its entirety by reference to the Supply Agreement, a copy of which is attached hereto as Exhibit10.1 and incorporated herein by reference.

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