Common use of Lock-Up Clause in Contracts

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (a) sell, assign, pledge, dispose of, or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject a. From the date hereof until the earliest to occur of (x) such time that the completion number of Voting Shares remaining subject to this Agreement represent, for a period of five (5) consecutive business days, less than fifty percent (50%) of the Arrangementoutstanding voting power of the Company, (y) the Locked-Up Shareholder shall not, without the prior written consent of Trilogy ParentVoting Parties holding a majority of the Voting Shares held by all Voting Parties, such consent not to be unreasonably withheld or delayed: and (az) the date that is 15 months following the date hereof (the “Lock-Up Period”), none of the undersigned Voting Parties shall (i) sell, assignoffer to sell, pledgecontract or agree to sell, hypothecate, pledge (other than to a financial institution, insurance company or bank in exchange for borrowed money or other extensions of credit), grant any option to purchase or otherwise dispose of or agree to dispose of, directly or transfer any equity securities indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Trilogy Parent or securities convertible into or exchangeable for equity securities Section 16 of Trilogy Parent the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder with respect to the Voting Shares (including Trilogy Parent Shares and Trilogy Parent Warrantspursuant to Rule 144 or by means of a private placement), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of any of the Specified Securities (regardless of Voting Shares, whether any such arrangement transaction is to be settled by the delivery of securities Voting Shares or other securities, in cash or otherwise (each of Trilogy Parent or Trilogy Subsidiarythe transactions identified in the immediately preceding clauses (i) and (ii), securities of another persona “Transfer”), cash and/or otherwise); or (ciii) or agree publicly announce any intention to do effect any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective TimeTransfer. 2.2 The foregoing restrictions shall not apply to: (ab. Notwithstanding the provisions contained in Section 4(a) transfers to wholly-owned affiliated entities hereof, each of the undersigned Voting Parties may transfer Voting Shares (so long as such affiliated entity remains an affiliate i) to a transferee if consented to in advance by the written consent of Voting Parties holding a majority of the undersigned)Voting Shares held by all Voting Parties, which consent may be provided on an individual basis with respect to any family members particular Voting Party, (ii) in the event of a liquidation, merger, stock exchange or other similar transaction which results in all of the undersignedCompany’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, (iii) in the event of a consolidation, merger or other similar transaction in which the Company is the surviving entity that results in the directors and officers of the Company ceasing to comprise a majority of the Company’s board of directors (in the case of directors) or management (in the case of officers) of the surviving entity, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (biv) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities pursuant to a financial institution as security for bona fide indebtedness of registered offering conducted in accordance with the undersigned, provided, Registration Rights Agreement (each Transfer identified in each case of the foregoing clauses (ai) through (civ), that any a “Permitted Transfer” and each transferee identified in clauses (i) through (iv) as applicable, a “Permitted Transferee”); provided, however, that, in the case of clause (i), prior to such transferee or pledgee Permitted Transfer, these Permitted Transferees shall first execute have entered into a lock-up written agreement in substantially the form hereof covering the remainder of the period type contemplated by Section 6. c. Each of time the Voting Parties agree that such Specified Securities are subject to the restrictions contained set forth in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that Section 4 are fair and reasonable and in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% best interests of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective TimeVoting Parties.

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder shall The Company will not, without the prior written consent of Trilogy Parentthe Representative, such consent not to be unreasonably withheld or delayed: (ai) offer, sell, assigncontract to sell, transfer, pledge, hypothecate, grant any option to purchase or otherwise dispose of or hedge (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any Person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or transfer establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any equity securities Units, shares of Trilogy Parent Common Stock, Warrants or any securities convertible into into, or exercisable, or exchangeable for equity securities for, shares of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”)Common Stock; (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless Units, Common Stock or Warrants, Common Stock issuable upon exercise of the Warrants or any securities convertible into or exercisable or exchangeable for Common Stock or Warrants or other rights to purchase Common Stock or any such securities, whether any such arrangement transaction is to be settled by the delivery of securities of Trilogy Parent Common Stock or Trilogy Subsidiarysuch other securities, securities of another person, in cash and/or or otherwise); or (ciii) publicly announce an intention to effect any such transaction in (i) or agree to do any of (ii), during the foregoing, in each case, at any time period commencing on the date hereof and ending 180 days after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersignedthis Agreement, provided, however, that the Company may (A) issue and sell the Underwritten Securities to the Underwriters in each case accordance with this Agreement, (B) issue and sell the Sponsors’ Warrants in accordance with the Sponsors’ Warrant Subscription Agreement, (C) issue and sell the Option Securities upon exercise of the foregoing Over-Allotment Option in accordance with this Agreement, and (aD) through (c)register with the Commission pursuant to and in accordance with the Registration Rights Agreement, that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder resale of the period of time that such Specified Securities are subject to Founders’ Securities, the restrictions contained in this lock-up agreement; (d) Sponsors’ Warrants, the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares Stock underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on Founders’ Warrants and after the date that is twelve (12) months after Sponsors’ Warrants and the Effective TimeLimit Order Shares.

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (a) Commencing on the date hereof and ending 180 days after the Closing Date (as defined in the Securities Purchase Agreement) (the “Lock-Up Period”) each Investor will not, and will cause any of its affiliates (as defined in Rule 144) not to, (i) sell, assignoffer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or transfer indirectly, any equity securities shares of Trilogy Parent Common Stock or securities convertible into or exchangeable for equity securities of Trilogy Parent Common Stock Equivalents (including Trilogy Parent Shares and Trilogy Parent Warrantseach as defined in the Securities Purchase Agreement), or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the 1934 Act and the rules and regulations of the SEC promulgated thereunder with respect to any rights associated therewithshares of Common Stock or Common Stock Equivalents owned directly by such Investor (including holding as a custodian), in each case as held or acquired on or after with respect to which such Investor has beneficial ownership within the Effective Time rules and regulations of the SEC (but expressly excluding any securities acquired pursuant collectively with respect to an Alignvest Additional Subscription Agreement)(collectively such Investor, the “Specified SecuritiesInvestor’s Shares”); , (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of any of the Specified Securities (regardless of Investor’s Shares, whether any such arrangement transaction above is to be settled by the delivery of securities shares of Trilogy Parent Common Stock or Trilogy Subsidiaryother securities, securities of another personin cash or otherwise, cash and/or otherwise); or (ciii) or agree publicly disclose the intention to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, such Investor may transfer the LockedInvestor’s Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any affiliate of such Investor provided that such affiliate agrees to be bound in writing by the restrictions set forth herein or (iii) to any trust for the direct or indirect benefit of such Buyer or the immediate family of such Buyer, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that, solely in the case of clauses (i) and (iii), any such transfer shall not involve a disposition for value. For purposes of this Section 11(b)(ii), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Such Investor now has, and, except as contemplated by the immediately preceding sentence, for the duration of the Lock-Up Shareholder may sell up Period will have, good and marketable title to 50% the Investor’s Shares, free and clear of all liens, encumbrances, and claims whatsoever, except as set forth in the Transaction Documents (as defined in the Securities Purchase Agreement) and under applicable securities laws. Such Investor also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Trilogy Parent Common Investor’s Shares underlying except in compliance with the Specified Securities in ordinary course armforegoing restrictions. Such Investor understands and agrees that this Section 11(b)(ii) is irrevocable and shall be binding upon such Investor’s length stock exchange transactions on heirs, legal representatives, successors, and after the date that is twelve (12) months after the Effective Timeassigns.

Lock-Up. 2.1 Subject to the completion (a) The Company, on behalf of the Arrangementitself and any successor entity, the Locked-Up Shareholder shall notagrees that, without the prior written consent of Trilogy Parentthe Placement Agent, such consent not to be unreasonably withheld or delayed: it will not, for a period of 30 days after the date of this Agreement (athe “Lock-Up Period”), (i) sell, assignoffer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or transfer indirectly, any equity securities shares of Trilogy Parent capital stock of the Company or any securities convertible into or exercisable or exchangeable for equity shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, other than the Pricing Prospectus, a Prospectus Supplement or filing a registration statement on Form S-8 in connection with any employee benefit plan or amendments or supplements to registration statements; (iii) complete any offering of debt securities of Trilogy Parent the Company, other than entering into a line of credit with a traditional bank or (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (biv) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of capital stock of the Specified Securities (regardless of Company, whether any such arrangement transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by the delivery of securities shares of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any capital stock of the foregoingCompany or such other securities, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Timecash or otherwise. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as Schedule I hereto contains a result complete and accurate list of the death or incapacitation Company’s directors and officers (collectively, the “Lock-Up Parties”). The Company has requested that each of the undersigned; Lock-Up Parties deliver to the Placement Agent an executed Lock-Up Agreement substantially in the form of Exhibit A hereto (c) pledges each, a “Lock-Up Agreement”), on or prior to the date of this Agreement. The Placement Agent may, in its sole discretion, agree to waive and release any director or officer of the Specified Securities to a financial institution as security for bona fide indebtedness Company from the restrictions of the undersigned, provided, in each case Lock-Up Agreement to which one or more of them is party and provide the Company with notice of the foregoing (a) through (c), that any such transferee impending release or pledgee shall first execute a lock-up agreement waiver substantially in substantially the form hereof covering of Exhibit B hereto at least three (3) Business Days before the remainder effective date of the period of time that release or waiver. In such Specified Securities are subject case, the Company agrees to announce the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); impending release or (e) transfers made pursuant to waiver by a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that press release substantially in the event form of Exhibit C hereto through a major news service at least two (2) Business Days before the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% effective date of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Timerelease or waiver.

Lock-Up. 2.1 Subject to the completion of the ArrangementMerger, the Locked-Up Shareholder Member hereby undertakes with TPCO and Newco that, from the Effective Date, the common shares of Newco (or any successor thereof) acquired by the Member as a result of the Merger (the “Newco Shares”), and other securities convertible into, exchangeable for or exercisable to acquire common shares of Newco (or any successor thereof), directly or indirectly (together with Newco Shares, the “Newco Securities”), shall not, without be subject to the prior written consent restrictions on Transfer set out in this Section 2.3. Until the earlier of Trilogy Parent, such consent not (x) the date that any company with United States cannabis operations (specifically operations that handle Tetrahydrocannabinol) is permitted to be unreasonably withheld listed on any senior United States stock exchange, namely any tier of the NYSE or delayed: Nasdaq, and (ay) the date that such Newco Securities have been released in accordance with Schedule “B” attached to this Agreement, the Member agrees that it will not sell, transfer, gift, assign, grant a participation interest in, convey, pledge, hypothecate, grant a security interest in, encumber, option or otherwise dispose ofof any right or interest in, or transfer enter into any equity securities forward sale, repurchase agreement, option or other arrangement or monetization transaction with respect to, any of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants)its Newco Securities, or any rights associated therewithright or interest therein (legal or equitable) to any person or group of persons, in each case as held or acquired on tender any of the Newco Securities to a takeover bid or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swapagreement, forward arrangement, commitment or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiaryunderstanding in connection therewith, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoingforegoing with respect to the Newco Securities (each, in each casea “Transfer”), at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: other than (a) transfers any exercise of warrants in accordance with their terms, provided that the Newco Shares issuable upon any such exercise are also subject to wholly-owned affiliated entities this Section 2.3, (b) with the prior written consent of the undersigned Newco, (so long as such affiliated entity remains an affiliate of the undersigned)c) to one or more corporations, any family members of the undersignedtrusts, or any company, trust RRSP accounts or other entity directly or indirectly owned by or maintained for controlled by, or under common control with, the benefit of the undersigned; Member, provided that (bi) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such Transfer will not relieve the Member of or from its obligations under this Agreement, (ii) prompt written notice of such Transfer is provided to Newco; and (iii) the transferee continues to be an entity or pledgee shall first execute a lock-up agreement in substantially corporation directly or indirectly owned or controlled by the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; Member at all times, or (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares Newco Shares, arrangement, merger, amalgamation or other business combination or similar transaction in which other holders of Trilogy Parent Newco Shares are entitled to participate and that is approved or supported by the board of directors of Newco, provided that in the event the take-over or acquisition that such transaction is not completed, any securities the Newco Securities subject to this Agreement shall remain subject to this Agreement. Notwithstanding anything to the contrary herein, the restrictions contained set out in this lock-up agreement. Section 2.3 Notwithstanding shall not apply to the foregoingMember if such party is not a director, the Locked-Up Shareholder may sell up to 50% officer or employee of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve Newco (12or any successor thereof) months after or its affiliates immediately following the Effective Time. For clarity, where the Member is a director, officer or employee of Newco (or any successor thereof) or its affiliates immediately following the Effective Time, the restrictions in this Section 2.3 shall continue to apply to the Member even if the Member ceases to be a director, officer or employee of Newco (or any successor thereof) or any of its affiliates at a later date.

Lock-Up. 2.1 Subject to Shareholder hereby agrees that: 1.1. For the completion period (the “Initial Lock-Up Period”) commencing as of the Arrangementdate of this Agreement (the “Effective Date”), and terminating upon the Locked-Up Shareholder shall notearlier of (i) one (1) year from the Effective Date, without or (ii) the prior written consent of Trilogy Parentthe Company to the earlier termination hereof, such which consent not to shall be unreasonably withheld provided in the sole discretion of the Company, the Shareholder will not, directly or delayed: indirectly: (a) offer for sale, sell, assign, pledge, hypothecate, transfer, assign or otherwise dispose ofof (or enter into any transaction or device that is designed to, or transfer could be expected to, result in the sale, pledge, hypothecation, transfer, assignment or other disposition at any equity time) (including, without limitation, by operation of law) of any or all of the Shares or any other securities of Trilogy Parent or the Company obtained by Shareholder hereafter (which securities convertible into or exchangeable for equity securities shall be included in the definition of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”Shares” used throughout this Agreement); or (b) enter into any swap, forward swap or other arrangement derivatives transaction that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the benefits or risks of ownership of the Specified Securities (regardless of Shares, whether any such arrangement transaction is to be settled by the delivery of securities of Trilogy Parent Shares or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoingother securities, in each case, at any time after the Effective Time until the date that is twenty-four cash or otherwise (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: collectively (a) transfers to whollyand (b), a “Disposition”); and 1.2. For the period (the “Second Lock-owned affiliated entities Up Period”) commencing as of the undersigned (so long as such affiliated entity remains an affiliate end of the undersigned)Initial Lock-Up Period and terminating upon the earlier of (i) two years from the Effective Date, any family members or (ii) the written consent of the undersignedCompany to the earlier termination hereof, or any company, trust or other entity owned by or maintained for which consent shall be provided in the benefit sole discretion of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoingCompany, the Locked-Up Shareholder may sell up to 50will not, directly or indirectly make any Disposition of Shares during any thirty (30) day rolling period exceeding 10% of the Trilogy Parent Common Shares underlying total volume of the Specified Securities in ordinary course armCompany’s length common stock exchange transactions on which traded over the 30 days prior to any such Disposition (collectively Sections 1.1 and after 1.2, the date that is twelve (12) months after the Effective Time“Lock-Up”).

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (a) From the date hereof until the date that is 180 days following the date hereof (the “Lock-Up Period”), none of the undersigned Voting Parties shall (i) sell, assignoffer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise dispose of or agree to dispose of, directly or transfer any equity securities indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Trilogy Parent or securities convertible into or exchangeable for equity securities Section 16 of Trilogy Parent the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder with respect to the Voting Shares (including Trilogy Parent Shares and Trilogy Parent Warrantspursuant to Rule 144 or by means of a private placement), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of any of the Specified Securities (regardless of Voting Shares, whether any such arrangement transaction is to be settled by the delivery of securities Voting Shares or other securities, in cash or otherwise (each of Trilogy Parent or Trilogy Subsidiarythe transactions identified in the immediately preceding clauses (i) and (ii), securities of another persona “Transfer”), cash and/or otherwise); or (ciii) or agree publicly announce any intention to do effect any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersignedTransfer; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of however, that (A) the foregoing (a) through (c)Independent Directors may, acting by majority vote, waive the Lock-Up Period; provided, that any such waiver shall be made solely on a pro rata basis with respect to the all of the undersigned Voting Parties and (B) for the avoidance of doubt, nothing in this Section 4 shall restrict any Voting Party's right to cause the Company to file and cause to become effective a registration statement with the Commission naming such Voting Party as a selling securityholder (and to make any required disclosures on Schedule 13D in respect thereof). (b) Notwithstanding the provisions contained in Section 4(a) hereof, each of the undersigned Voting Parties may transfer Voting Shares during the Lock-Up Period (i) to a transferee if consented to in advance by the written consent of the other Voting Parties, (ii) in the event of a liquidation, merger, stock exchange or pledgee other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, (iii) in the event of a consolidation, merger or other similar transaction in which the Company is the surviving entity that results in the directors and officers of the Company ceasing to comprise a majority of the Company’s board of directors (in the case of directors) or management (in the case of officers) of the surviving entity, or (iv) if such Voting Shares are shares of Class B Common Stock, in connection with an exchange in accordance with the Exchange Agreement ; provided, however, that, in the case of clause (i), prior to such transfer, the transferee shall first execute have entered into a written agreement of the type contemplated by Section 5. In addition, Section 4(a) shall not prevent the Voting Parties from exercising their right to cause the Company to register shares in accordance with the Registration Rights Agreement. In addition, for the avoidance of doubt, the Sponsor may transfer Sponsor Shares (as defined in the Expense Cap and Waiver Agreement) to the Company in accordance with the terms of the Expense Cap and Waiver Agreement. (c) Each of the Voting Parties agree that the restrictions set forth in this Section 4 are fair and reasonable and in the best interests of the Voting Parties. (d) The restrictions in this Section 4 shall supersede the lock-up agreement provisions contained in substantially Section 7 of that certain Letter Agreement, dated as of November 5, 2020, between the form hereof covering Company, Sponsor, and certain individuals associated with Sponsor, which provisions in Section 7 of such Letter Agreement shall be deemed terminated and of no further force and effect so long as the remainder “Representative” under that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of November 5, 2020, by and among the Company and the underwriters thereto consents in writing to such termination pursuant to the terms of the period of time that such Specified Securities are subject to Letter Agreement and the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementUnderwriting Agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject Each of the Investors and their Permitted Transferees agrees to comply with the following provisions with respect to their Common Stock; provided, that the provisions of this Section 4(a) will not apply to any Financing Securities: (i) Until the earlier of (1) one year after the date hereof or earlier if, subsequent to the completion date hereof, the last sales price of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date hereof, or (2) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction that results in all of the ArrangementCompany’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such applicable period being the “Lock-Up Period”), the Locked-Up Shareholder holders of Registrable Securities shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (ax) sell, assignoffer to sell, contract or agree to sell, hypothecate, pledge, encumber, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants)indirectly, or any rights associated therewithestablish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, in each case as held or acquired on or after the Effective Time with respect to Registrable Securities, (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (by) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of any Registrable Securities, whether any such arrangement transaction is to be settled by the delivery of securities of Trilogy Parent Common Stock or Trilogy Subsidiaryother securities, securities of another personin cash or otherwise, cash and/or otherwise); or (cz) agree or publicly announce any intention to effect any transaction specified in the foregoing (x) or agree (y). (ii) Notwithstanding the foregoing paragraph (a), each holder may prior to do any the expiration of the foregoing, Lock-Up Period (A) transfer shares of Registrable Securities to a Permitted Transferee thereof if such Permitted Transferee agrees in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained writing for the benefit of the undersigned; Company to be bound by the transfer restrictions set forth in this Section 4(a), (bB) transfers occurring to the extent permitted by operation applicable law, hypothecate, pledge or encumber Registrable Securities on or after the 6-month anniversary hereof to secure borrowings used to pay taxes payable by such holder by reason of law or the receipt of the Per Company Unit Consideration in connection with transactions arising as a result the consummation of the death Transactions, (C) to the extent permitted by applicable law, hypothecate, pledge or incapacitation encumber Registrable Securities, to secure borrowings used to make cash indemnification payments pursuant to the Merger Agreement, (D) transfer Registrable Securities to the Company in accordance with Sections 1.15(e) and 9.2(e) of the undersigned; Merger Agreement or (cE) pledges transfer up to a number of Registrable Securities (in the form of Common Stock), in aggregate, as is equal to such holder’s pro rata portion of the Specified Securities to a financial institution as security for bona fide indebtedness Lock-Up Liquidity Amount on the basis of the undersigned, provided, in amount of Registrable Securities (other than Financing Securities) owned by each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions holder on and after the date that is twelve (12) months after the Effective Timehereof.

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (a) Each member of a Selected Major Shareholder Group agrees that, commencing on the date hereof and ending on the 180th day following the Closing Date (the “Lock Up Period”), such member of a Selected Major Shareholder Group will not, and will cause all of its, her or his Affiliates not to sell, assignoffer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or transfer indirectly, any equity securities shares of Trilogy Parent Common Stock or securities convertible into Common Stock Equivalents, or exchangeable for equity securities establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Trilogy Parent Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder with respect to any shares of Common Stock or Common Stock Equivalents owned directly by any member of a Selected Major Shareholder Group (including Trilogy Parent Shares holding as a custodian) or with respect to which it, she or he has beneficial ownership within the rules and Trilogy Parent Warrantsregulations of the SEC (collectively, the “Lock Up Shares”), (b) In addition to the restrictions set forth in Section 8(a), each member of the M▇▇▇▇▇▇ Group agrees that during the Lock Up Period, such member of the M▇▇▇▇▇▇ Group will not, and will cause all of its or any rights associated therewith, in each case as held or acquired on or after the Effective Time her Affiliates not to (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (bi) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of any of the Specified Securities (regardless of Lock Up Shares, whether any such arrangement transaction set forth in Section 8(a) or Section 8(b)(i) is to be settled by the delivery of securities shares of Trilogy Parent Common Stock or Trilogy Subsidiaryother securities, securities in cash or otherwise, (ii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of another person, cash and/or otherwise); any shares of Common Stock or Common Stock Equivalents or (ciii) or agree publicly disclose the intention to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 (c) The foregoing restriction is expressly agreed to preclude each member of a Selected Major Shareholder Group, and any Affiliate thereof, from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Lock Up Shares even if the Lock Up Shares would be disposed of by someone other than a member of a Selected Major Shareholder Group. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Lock Up Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Lock Up Shares which, with respect to each member of the Ardsley Group and each member of the W▇▇▇▇▇▇ Group, is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Lock Up Shares even if the Lock Up Shares would be disposed of by someone other than a member of a Selected Major Shareholder Group. (d) Notwithstanding the foregoing, with respect to any member of the W▇▇▇▇▇▇ Group or any member of the Ardsley Group, the restrictions in this Section 8 shall not apply to any transfers of the Lock Up Shares, provided that the transferee thereof agree to be bound in writing by the restrictions set forth herein in form and substance satisfactory to the members of the Ospraie Group. (e) Notwithstanding the foregoing, with respect to any member of the M▇▇▇▇▇▇ Group, the restrictions shall not apply to: to (ai) any transfers of the Lock Up Shares as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) any transfers to wholly-owned affiliated entities any trust for the direct or indirect benefit of the undersigned (so long as such affiliated entity remains an affiliate of or the undersigned), any immediate family members of the undersigned, or any company, trust or other entity owned by or maintained for provided that the benefit trustee of the undersigned; (b) transfers occurring trust agrees to be bound in writing by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersignedrestrictions set forth herein, provided, in each case of the foregoing (a) through (c), and provided further that any such transferee or pledgee transfer shall first execute not involve a lock-up agreement disposition for value, (iii) any distributions by a trust to its beneficiaries, provided that such beneficiaries agree to be bound in substantially writing by the form hereof covering the remainder restrictions set forth herein, (iv) distributions of the period Lock Up Shares to limited partners, limited liability company members or stockholders of time the undersigned provided that such Specified Securities are subject Persons agree to be bound in writing by the restrictions contained in this lock-up agreement; set forth herein or (dv) the exercise entry by the undersigned into any plan under Rule 10b5-1 of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent Exchange Act, provided that in the event case of clause (v), no sales shall be permitted to be made under such plan, and no public disclosure or filing under the take-over Exchange Act by any person shall be required, or acquisition transaction is not completedmade voluntarily, in connection with the adoption of any securities shall remain subject such plan prior to the restrictions contained expiration of the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. (f) Each member of a Selected Major Shareholder Group now has, and, except as contemplated by the immediately preceding sentence, for the duration of this Lock-Up Agreement will have, good and marketable title to the Lock Up Shares, free and clear of all liens, encumbrances, and claims whatsoever. Each member of a Selected Major Shareholder Group also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent (the “Transfer Agent”) and registrar against the transfer of the Lock Up Shares except in compliance with the foregoing restrictions. (g) In order to enforce the covenants set forth in this lockSection 8, the Company shall impose irrevocable stop-up agreementtransfer instructions preventing the Transfer Agent from effecting any actions in violation of this Section 8. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% (h) Each member of the Trilogy Parent Common Shares underlying Selected Major Stockholder Group acknowledges and agrees that the Specified Securities provisions set forth in ordinary course arm’s length stock exchange transactions on this Section 8 are irrevocable and after shall be binding upon the date that is twelve (12) months after the Effective Timeheirs, legal representatives, successors, and assigns of each member of a Selected Major Shareholder Group.

Lock-Up. 2.1 Subject Each of the Investors and their Permitted Transferees agrees to comply with the following provisions with respect to their Common Stock; provided, that the provisions of this Section 4(a) will not apply to any Financing Securities: (i) Until the earlier of (1) one year after the date hereof or earlier if, subsequent to the completion date hereof, the last sales price of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date hereof, or (2) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction that results in all of the ArrangementCompany’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such applicable period being the “Lock-Up Period”), the Locked-Up Shareholder holders of Registrable Securities shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (ax) sell, assignoffer to sell, contract or agree to sell, hypothecate, pledge, encumber, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants)indirectly, or any rights associated therewithestablish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, in each case as held or acquired on or after the Effective Time with respect to Registrable Securities, (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (by) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of any Registrable Securities, whether any such arrangement transaction is to be settled by the delivery of securities of Trilogy Parent Common Stock or Trilogy Subsidiaryother securities, securities of another personin cash or otherwise, cash and/or otherwise); or (cz) agree or publicly announce any intention to effect any transaction specified in the foregoing (x) or agree (y). (ii) Notwithstanding the foregoing paragraph (a), (w) each holder may transfer shares of Registrable Securities to do any a Permitted Transferee thereof prior to the expiration of the foregoing, Lock-Up Period if such Permitted Transferee agrees in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained writing for the benefit of the undersigned; Company to be bound by the transfer restrictions set forth in this Section 4(a), (bw) transfers occurring each holder may, to the extent permitted by operation applicable law, hypothecate, pledge or encumber Registrable Securities on or after the 6-month anniversary hereof and prior to the expiration of law or the Lock-Up Period, to secure borrowings used to pay taxes payable by such holder by reason of the receipt of the Per Company Unit Consideration in connection with transactions arising as a result the consummation of the death Transactions, (x) each holder may, to the extent permitted by applicable law, hypothecate, pledge or incapacitation encumber Registrable Securities prior to the expiration of the undersigned; Lock-Up Period, to secure borrowings used to make cash indemnification payments pursuant to the Merger Agreement, (cy) pledges each holder may transfer Registratible Securities to the Company in accordance with Sections 1.15(e) and 9.2(e) of the Specified Securities Merger Agreement and (z) each holder may transfer prior to the expiration of the Lock-Up Period up to a financial institution number of Registrable Securities (in the form of Common Stock), in aggregate, as security for bona fide indebtedness is equal to such holder’s pro rata portion of the undersigned, provided, in each case Lock-Up Liquidity Amount on the basis of the foregoing (a) through (c), that any amount of Registrable Securities owned by each such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions holder on and after the date that is twelve (12) months after the Effective Timehereof.

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (a) sellCF&CO hereby agrees not to, during the period (the “Lock-Up Period”) commencing on the Closing and ending on the earliest of (x) one hundred eighty (180) days after the Closing, provided, however, that in the event that Purchaser (as defined in that certain Securities Purchase Agreement by and among Successor, Psyence and the other parties thereto, dated as of January 15, 2024 (as may be amended from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) delays investment of the Subscription Amounts (as defined in the Securities Purchase Agreement) with respect to the Second Tranche Note (as defined in the Securities Purchase Agreement) due to the occurrence of an event outlined in Section 2.1(b) of the Securities Purchase Agreement, such period shall be extended by 60 days or such earlier date as the deficiency is resolved and (y) subsequent to the Closing, the date on which the Successor consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Successor’s shareholders having the right to exchange their New Common Shares for cash, securities or other property, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, pledgesell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or transfer indirectly, any equity securities of Trilogy Parent CF&CO Fee Shares issued or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired issuable to CF&CO pursuant to an Alignvest Additional Subscription Agreement)(collectively this Agreement (the “Specified Restricted Securities”); , (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy SubsidiaryRestricted Securities, securities of another person, cash and/or otherwise); or (ciii) or agree publicly disclose the intention to do any of the foregoing, whether any such transaction described in each caseclauses (i), at (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any time after of the Effective Time until the date that is twenty-four foregoing actions described in clauses (24i), (ii) months after the Effective Time. 2.2 or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities (I) by gift, will or intestate succession upon death, (II) to any Permitted Transferee (defined below), or (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or (IV) to the Successor; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to Successor an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to CF&CO, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (A) if the holder is an individual, members of the holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouse or domestic partner and siblings), (B) any trust for the direct or indirect benefit of the holder or the immediate family of the holder, (C) if the holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (D) if the holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in the holder upon the liquidation and dissolution of the holder and (E) to any affiliate of the holder. CF&CO further agrees to execute such agreements as may be reasonably requested by Successor that are consistent with the foregoing or that are necessary to give further effect thereto. However, for the avoidance of doubt the restrictions on Prohibited Transfers set forth in this Section 5(a) shall not apply to: (a) transfers to wholly-owned affiliated entities , and Restricted Securities shall not include, any other equity securities of the undersigned Company (so long as such affiliated entity remains an affiliate or any Successor) that CF&CO (and/or any of its affiliates) may beneficially own or acquire separate and apart from the CF&CO Fee Shares set forth herein, including any New Common Shares or other common equity securities or warrants of the undersigned), any family members of the undersigned, Company (or any companySuccessor) acquired by CF&CO subsequent to the Company’s IPO, trust and any exercise thereof, whether “cashless” or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), “net,” it being understood that any New Common Shares received upon such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are exercise will remain also not be subject to the restrictions contained in of this lockSection 5(a) during the Lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementPeriod. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject Commencing upon the date of this Agreement, other than with respect to the completion Option granted hereunder, all Optionor Shares as to which the Option shall not have then been exercised, shall for a period of 18 months thereafter (the Arrangement“Lock up Period”), be restricted as follows: the Locked-Up Shareholder Optionor shall notnot directly or indirectly, without the prior written consent of Trilogy Parent(i) offer, such consent not to be unreasonably withheld or delayed: (a) sell, assignoffer to sell, contract to sell, hedge, pledge, dispose ofsell any option or contract to purchase, purchase any option or transfer contract to sell, grant any equity securities option, right or warrant to purchase or sell (or announce any offer, sale, offer of Trilogy Parent sale, contract of sale, hedge, pledge, sale of any option or securities convertible into contract to purchase, purchase of any option or exchangeable for equity securities contract of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrantssale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any rights associated therewithtransaction or device that is designed to, or could be expected to, result in each case the disposition by any person at any time in the future), any Optionor Shares, beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as held or acquired on or after the Effective Time amended (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified SecuritiesExchange Act”); , by the undersigned on the date hereof or hereafter acquired or (bii) enter into any swap, forward swap or other arrangement agreement or any transaction that transfers all transfers, in whole or a portion of in part, directly or indirectly, the economic consequences associated with the consequence of ownership of the Specified Securities (regardless of any Optionor Shares, whether any such arrangement swap or transaction described in clause (i) or (ii) above is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or any Optionor Shares (c) or agree to do any each of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigneda “Prohibited Sale), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 . Notwithstanding the foregoing, commencing on the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after anniversary of the Effective Timedate of this Agreement, the undersigned may sell up to ten (10%) percent of the Optionor Shares issued to the undersigned in each calendar month, on a non-cumulative basis (but not to exceed the difference between the total number of Optionor Shares and the number of Option Shares subject to this option).

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder shall notThe Company hereby agrees that, without the prior written consent of Trilogy Parentthe Placement Agent, it will not, during the period from the date hereof until the earlier of (i) January 10, 2018 and (ii) such consent not to be unreasonably withheld or delayed: time as the Company’s aggregate trading volume on the Principal Market, as reported by Bloomberg, L.P., is at least 25,000,000 shares of Common Stock following the Company’s public announcement of the terms of this Offering, (athe “Lock-Up Period”), (i) sell, assignoffer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or transfer indirectly, any equity securities shares of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), Common Stock or any rights associated therewith, in each case as held Common Stock Equivalents; or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of Common Stock, whether any such arrangement transaction described in clause (i) or (ii) above is to be settled by the delivery of securities of Trilogy Parent Common Stock or Trilogy Subsidiarysuch other securities, securities of another person, in cash and/or or otherwise); or (ciii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or agree to do any Common Stock Equivalents (other than a registration statement for Common Stock and/or Common Stock Equivalents of the foregoingCompany that will not be declared effective by the Commission prior to the expiration of the Lock-Up Period (each, a “Subsequent Offering Registration Statement”, and any such offering pursuant thereto, each, a “Subsequent Offering”)). The restrictions contained in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions preceding sentence shall not apply to: to (a1) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness be sold hereunder, (2) the issuance of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) Common Stock upon the exercise of securities granted under options or warrants or the Management Incentive Plan conversion or exercise of Common Stock Equivalents disclosed as outstanding in the Registration Statement (if any); excluding exhibits thereto) or Prospectus, (3) the issuance of employee stock options not exercisable during the Lock-Up Period and the grant of restricted stock awards or restricted stock units or shares of Common Stock pursuant to equity incentive plans described in the Registration Statement (excluding exhibits thereto) or the Final Prospectus or (e4) transfers made any Subsequent Offering of shares of Common Stock and/or Common Stock Equivalents that is consummated pursuant to a bona fide takeSubsequent Offering Registration Statement after the expiration of the Lock-over bid Up Period. The Company agrees not to accelerate the vesting of any option or similar transaction made to all holders warrant or the lapse of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject repurchase right prior to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding expiration of the foregoing, the LockedLock-Up Shareholder may sell up Period except with respect to 50% any employees, officers or directors of the Trilogy Parent Common Shares underlying the Specified Securities Company that have executed a Lock-Up Agreement. As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective TimeNew York, New York are authorized or required by law to remain closed.

Lock-Up. 2.1 Subject to (a) Each Founder agrees with New Holdco (severally and not with any other Founder) that during the completion of twelve (12) month period following the Arrangement, the Locked-Up Shareholder shall notMerger Effective Time, without the prior written consent of Trilogy ParentNew Holdco, such consent Founder shall not, and shall not to be unreasonably withheld authorize, permit or delayed: direct its Subsidiaries or Affiliates to, directly or indirectly, (ai) sell, assignoffer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, warrant to purchase or otherwise transfer or dispose of, of any of its New Holdco Common Shares or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (bii) enter into any derivative transaction of any type whatsoever (including, without limitation, any swap, forward contract for differences, option, warrant or other arrangement futures transaction or arrangement) that transfers all transfers, in whole or a portion in part, any of the economic consequences associated with the of its ownership of the Specified Securities any of its New Holdco Common Shares (regardless each of (i) and (ii) above, a “Disposal”), whether any such arrangement transaction described in clauses (i) or (ii) above is to be settled by the delivery of securities any New Holdco Common Shares, in cash or otherwise. (b) Notwithstanding the foregoing, the restrictions contained in this Section 2 shall not apply to any of Trilogy Parent the following Disposals: (i) a Disposal of New Holdco Common Shares by any Founder to any of its Affiliates at any time; (ii) a Disposal by: (A) ▇▇▇▇▇▇ or Trilogy Subsidiary, securities ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of another person, cash and/or otherwise)up to an aggregate amount of 10% of their New Holdco Common Shares; or (cB) Berggruen or agree ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ of up to do any an aggregate amount of 10% of their New Holdco Common Shares; or (C) the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers Pershing Square Entities or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ of up to wholly-owned affiliated entities an aggregate amount of the undersigned (so long as such affiliated entity remains an affiliate 10% of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, providedtheir New Holdco Common Shares, in each case of clauses (A), (B) and (C) as a bona fide gift (in each case by reference to the foregoing number of New Holdco Common Shares they hold immediately following consummation of the Business Combination); (iii) a Disposal of New Holdco Common Shares, by ▇▇. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇▇ for estate planning purposes to persons immediately related to such person, as the case may be, making such Disposal by blood, marriage or adoption; (iv) a Disposal of New Holdco Common Shares by ▇▇. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇▇ to any trust that is solely for the benefit of such person, as the case may be, and/or the persons described in Section 2(b)(iii),including such Disposal made to any trust (or any direct or indirect subsidiary of any trust) of which ▇▇. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇▇ is a beneficiary); (v) a Disposal of New Holdco Common Share by any Founder (or any funds referred to in Section 2(b)(vi)) to any of its holders of equity, holders of partnership interests or members; provided that, in the case of a Disposal by a Pershing Square Entity (or any fund referred to in Section 2(b)(vi)) to any of its holders of equity, holders of partnership interests or members, such Disposal is made (a) through (c), that any such transferee or pledgee shall first execute in order to satisfy a lock-up agreement in substantially the form hereof covering the remainder redemption of the period shares or interests of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; transferee, (db) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid winding up of such Pershing Square Entity (or similar transaction such fund referred to in Section 2(b)(vi)) or (c) as a result of a legal, regulatory or tax issue that makes it illegal or, in the determination of such Pershing Square Entity (or such fund referred to in Section 2(b)(vi)) acting reasonably, materially disadvantageous for such Pershing Square Entity (or such fund referred to in Section 2(b)(vi)) to continue to hold such New Holdco Common Shares; (vi) a Disposal of New Holdco Common Shares by a fund managed by Pershing Square Capital Management, L.P., or an Affiliate thereof, to another fund managed by Pershing Square Capital Management, L.P., or an Affiliate thereof; (vii) any Disposal by any Founder (or in the event of a Disposal under Section 2(b)(v), any equity holder, holder of partnership interest or member referred to therein, or in the event of a Disposal under Section 2(b)(vi), any funds referred to therein) of up to an aggregate amount of 10% of its New Holdco Common Shares (in the case of a Founder by reference to the number of New Holdco Common Shares it holds immediately following the Business Combination (less any New Holdco Common Shares transferred by it pursuant to Section 2(b)(v) or Section 2(b)(vi)) and in the case of any such equity holder, holder of partnership interest, member or fund, by reference to the number of New Holdco Common Shares it holds immediately after the Disposal pursuant Section 2(b)(v) or Section 2(b)(vi), as the case may be) to any person if and to the extent that either (A) the proceeds of sale are used solely for the purpose of making a payment by way of charitable gift to a charitable organization registered with the applicable charities regulator or (B) such person is a charitable organization registered with the applicable charities regulator; (viii) an acceptance of a general offer for the New Holdco Common Shares made to all holders of common shares New Holdco Common Shares on equal terms; (ix) the provision of Trilogy Parent an irrevocable undertaking to accept an offer as described in Section 2(b)(viii); (x) any Disposal of New Holdco Common Shares by a Founder to any person if and to the extent that the proceeds of sale are used solely for the purpose of meeting any tax liability incurred in connection with, or as a result of transactions related to, the completion of the Business Combination; or (xi) a Disposal of any New Holdco Common Shares acquired by a Founder after the Merger Effective Time in any open-market transaction; provided that in the event the take-over or acquisition transaction is not completed, with respect to any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying Disposals listed Section 2(b)(i) through Section 2(b)(vi), New Holdco is given written notice prior to or contemporaneously with said Disposal, identifying the Specified Securities name and address of such transferee and such transferee(s) assume in ordinary course arm’s length stock exchange transactions on and after writing the date that is twelve (12) months after the Effective Timeobligations of such Founder under this Agreement by executing appropriate joinder agreements in a form reasonably acceptable to New Holdco.

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (a) Each member of a Selected Major Shareholder Group agrees that, commencing on the date hereof and ending on the 180th day following the Closing Date (the “Lock Up Period”), such member of a Selected Major Shareholder Group will not, and will cause all of its, her or his Affiliates not to sell, assignoffer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or transfer indirectly, any equity securities shares of Trilogy Parent Common Stock or securities convertible into Common Stock Equivalents, or exchangeable for equity securities establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Trilogy Parent Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder with respect to any shares of Common Stock or Common Stock Equivalents owned directly by any member of a Selected Major Shareholder Group (including Trilogy Parent Shares holding as a custodian) or with respect to which it, she or he has beneficial ownership within the rules and Trilogy Parent Warrantsregulations of the SEC (collectively, the “Lock Up Shares”), (b) In addition to the restrictions set forth in Section 8(a), each member of the ▇▇▇▇▇▇▇ Group agrees that during the Lock Up Period, such member of the ▇▇▇▇▇▇▇ Group will not, and will cause all of its or any rights associated therewith, in each case as held or acquired on or after the Effective Time her Affiliates not to (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (bi) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of any of the Specified Securities (regardless of Lock Up Shares, whether any such arrangement transaction set forth in Section 8(a) or Section 8(b)(i) is to be settled by the delivery of securities shares of Trilogy Parent Common Stock or Trilogy Subsidiaryother securities, securities in cash or otherwise, (ii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of another person, cash and/or otherwise); any shares of Common Stock or Common Stock Equivalents or (ciii) or agree publicly disclose the intention to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 (c) The foregoing restriction is expressly agreed to preclude each member of a Selected Major Shareholder Group, and any Affiliate thereof, from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Lock Up Shares even if the Lock Up Shares would be disposed of by someone other than a member of a Selected Major Shareholder Group. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Lock Up Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Lock Up Shares which, with respect to each member of the Ardsley Group and each member of the ▇▇▇▇▇▇▇ Group, is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Lock Up Shares even if the Lock Up Shares would be disposed of by someone other than a member of a Selected Major Shareholder Group. (d) Notwithstanding the foregoing, with respect to any member of the ▇▇▇▇▇▇▇ Group or any member of the Ardsley Group, the restrictions in this Section 8 shall not apply to any transfers of the Lock Up Shares, provided that the transferee thereof agree to be bound in writing by the restrictions set forth herein in form and substance satisfactory to the members of the Ospraie Group. (e) Notwithstanding the foregoing, with respect to any member of the ▇▇▇▇▇▇▇ Group, the restrictions shall not apply to: to (ai) any transfers of the Lock Up Shares as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) any transfers to wholly-owned affiliated entities any trust for the direct or indirect benefit of the undersigned (so long as such affiliated entity remains an affiliate of or the undersigned), any immediate family members of the undersigned, or any company, trust or other entity owned by or maintained for provided that the benefit trustee of the undersigned; (b) transfers occurring trust agrees to be bound in writing by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersignedrestrictions set forth herein, provided, in each case of the foregoing (a) through (c), and provided further that any such transferee or pledgee transfer shall first execute not involve a lock-up agreement disposition for value, (iii) any distributions by a trust to its beneficiaries, provided that such beneficiaries agree to be bound in substantially writing by the form hereof covering the remainder restrictions set forth herein, (iv) distributions of the period Lock Up Shares to limited partners, limited liability company members or stockholders of time the undersigned provided that such Specified Securities are subject Persons agree to be bound in writing by the restrictions contained in this lock-up agreement; set forth herein or (dv) the exercise entry by the undersigned into any plan under Rule 10b5-1 of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent Exchange Act, provided that in the event case of clause (v), no sales shall be permitted to be made under such plan, and no public disclosure or filing under the take-over Exchange Act by any person shall be required, or acquisition transaction is not completedmade voluntarily, in connection with the adoption of any securities shall remain subject such plan prior to the restrictions contained expiration of the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. (f) Each member of a Selected Major Shareholder Group now has, and, except as contemplated by the immediately preceding sentence, for the duration of this Lock-Up Agreement will have, good and marketable title to the Lock Up Shares, free and clear of all liens, encumbrances, and claims whatsoever. Each member of a Selected Major Shareholder Group also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent (the “Transfer Agent”) and registrar against the transfer of the Lock Up Shares except in compliance with the foregoing restrictions. (g) In order to enforce the covenants set forth in this lockSection 8, the Company shall impose irrevocable stop-up agreementtransfer instructions preventing the Transfer Agent from effecting any actions in violation of this Section 8. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% (h) Each member of the Trilogy Parent Common Shares underlying Selected Major Stockholder Group acknowledges and agrees that the Specified Securities provisions set forth in ordinary course arm’s length stock exchange transactions on this Section 8 are irrevocable and after shall be binding upon the date that is twelve (12) months after the Effective Timeheirs, legal representatives, successors, and assigns of each member of a Selected Major Shareholder Group.

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (a) Each Stockholder hereby agrees not to Transfer (as defined below) any Loan Shares from and after the Effective Date and until the earlier of (i) the six (6) month anniversary of the date the Company is required to issue such Loan Shares to the Stockholders pursuant to the Loan Agreement, and (ii) the date after the Effective Date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their equity holdings of the Company for cash, securities or other property (clause (ii), a “Liquidity Event”, and such period, the “Lock-up Period”), provided that the foregoing restrictions shall not apply to the Transfer of any or all of the Loan Shares owned by a Stockholder made in respect of a Permitted Transfer (as defined below); provided, further, that in any case of a Permitted Transfer, it shall be a condition to such Transfer that the transferee executes and delivers to the Company an agreement, in substantially the same form of this Joinder and Lock-Up Agreement, stating that the transferee is receiving and holding the Loan Shares subject to the provisions of this Joinder and Lock-Up Agreement applicable to the Stockholder, and there shall be no further Transfer of such Loan Shares except in accordance with this Joinder and Lock-Up Agreement. As used herein, “Transfer” shall mean (A) the sale of, offer to sell, assigncontract or agreement to sell, hypothecate, pledge, hedge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants)indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any rights associated therewithsecurity, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (bB) enter entry into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of any security, whether any such arrangement transaction is to be settled by the delivery of securities of Trilogy Parent such securities, in cash or Trilogy Subsidiaryotherwise, securities of another person, cash and/or otherwise); or (cC) public announcement of any intention to effect any transaction, including the filing of a registration statement, specified in clause (A) or agree (B). As used in this Joinder and Lock-Up Agreement, the term “Permitted Transfer” shall mean a Transfer made: (1) in the case of Stockholder being an individual, by gift to do any a member of one of the foregoingindividual’s immediate family, in each casean estate planning vehicle or to a trust, at any time after the Effective Time until the date that beneficiary of which is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities a member of the undersigned (so long as such affiliated entity remains individual’s immediate family, an affiliate of such person or to a charitable organization; (2) in the undersigned)case of Stockholder being an individual, by virtue of laws of descent and distribution upon death of Stockholder; (3) in the case of Stockholder being an individual, pursuant to a qualified domestic relations order; (4) by distributions from a Stockholder to its members, partners, or shareholders; (5) by virtue of applicable law or the Stockholder’s organizational documents upon liquidation or dissolution of Stockholder; (6) to any family Affiliates (as defined in the Loan Agreement) of a Stockholder, (7) to any employees, officers, directors or members of the undersigneda Stockholder or any Affiliates of a Stockholder, or any company(8) in connection with the pledge, trust hypothecation or other entity owned by granting of a security interest in the Loan Shares to one or maintained more lending institutions as collateral or security for the benefit any loan, advance or extension of the undersigned; (b) transfers occurring by operation of law credit, or in connection with transactions arising as a result of the death any foreclosure or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementenforcement thereunder. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder shall notThe Company hereby agrees that, without the prior written consent of Trilogy Parentthe Placement Agent, it will not, during the period from the date hereof until the earlier of (i) January 10, 2018 and (ii) such consent not to be unreasonably withheld or delayed: time as the Company’s aggregate trading volume on the Principal Market, as reported by Bloomberg, L.P., is at least 25,000,000 shares of Common Stock following the Company’s public announcement of the terms of this Offering (athe “Lock-Up Period”), (i) sell, assignoffer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or transfer indirectly, any equity securities shares of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), Common Stock or any rights associated therewith, in each case as held Common Stock Equivalents; or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of Common Stock, whether any such arrangement transaction described in clause (i) or (ii) above is to be settled by the delivery of securities of Trilogy Parent Common Stock or Trilogy Subsidiarysuch other securities, securities of another person, in cash and/or or otherwise); or (ciii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or agree to do any Common Stock Equivalents (other than a registration statement for Common Stock and/or Common Stock Equivalents of the foregoingCompany that will not be declared effective by the Commission prior to the expiration of the Lock-Up Period (each, a “Subsequent Offering Registration Statement”, and any such offering pursuant thereto, each, a “Subsequent Offering”)). The restrictions contained in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions preceding sentence shall not apply to: to (a1) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness be sold hereunder, (2) the issuance of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) Common Stock upon the exercise of securities granted under options or warrants or the Management Incentive Plan conversion or exercise of Common Stock Equivalents disclosed as outstanding in the Registration Statement (if any); excluding exhibits thereto) or Prospectus, (3) the issuance of employee stock options not exercisable during the Lock-Up Period and the grant of restricted stock awards or restricted stock units or shares of Common Stock pursuant to equity incentive plans described in the Registration Statement (excluding exhibits thereto) or the Final Prospectus or (e4) transfers made any Subsequent Offering of shares of Common Stock and/or Common Stock Equivalents that is consummated pursuant to a bona fide takeSubsequent Offering Registration Statement after the expiration of the Lock-over bid Up Period. The Company agrees not to accelerate the vesting of any option or similar transaction made to all holders warrant or the lapse of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject repurchase right prior to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding expiration of the foregoing, the LockedLock-Up Shareholder may sell up Period except with respect to 50% any employees, officers or directors of the Trilogy Parent Common Shares underlying the Specified Securities Company that have executed a Lock-Up Agreement. As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective TimeNew York, New York are authorized or required by law to remain closed.

Lock-Up. 2.1 Subject (a) From the Closing until the date that is the twenty-four (24)- month anniversary of Closing Date (the “Lock-Up Period”), Holdco will not (i) Transfer any of the shares of Buyer Common Stock to be delivered to Holdco at the Closing (the “Lock- Up Shares”) or (ii) make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a short sale of or the purpose of which is to offset the loss which results from a decline in the market price of, any Lock-Up Shares, or otherwise establish or increase, directly or indirectly, a put equivalent position, as defined in Rule 16a-1(h) under the Exchange Act, with respect to any of the Lock-Up Shares; provided, that the restrictions set forth in this Section 2.9(a) shall cease to apply with respect to (x) 33% of the Lock-Up Shares on the date that is the twelve (12)-month anniversary of the Closing and (y) an additional 33% of the Lock-Up Shares on the date that is the eighteen (18)-month anniversary of the Closing. (b) Notwithstanding Section 2.9(a), Holdco shall be permitted to Transfer any portion or all of its Lock-Up Shares at any time under the following circumstances (each, a “Permitted Transfer”): (i) subject to Section 2.9(e), Transfers to MC or TS; (ii) Transfers to any controlled Affiliates of Holdco, but only if the transferee agrees in writing prior to such Transfer for the express benefit of Buyer (in form and substance reasonably satisfactory to Buyer and with a copy thereof to be furnished to Buyer) (A) to be bound by the terms of this Section 2.9 and (B) to Transfer the Lock-Up Shares so Transferred back to the completion transferor at or before such time as the transferee ceases to be a controlled Affiliate of Holdco; (iii) Transfers in connection with (A) any third-party tender or exchange offer involving the ArrangementBuyer Common Stock that has been approved by the Board, (B) any tender or exchange offer by Buyer or (C) any merger, consolidation or other business combination involving Buyer; and (iv) Transfers that have been approved by the LockedBoard. (c) Notwithstanding Section 2.9(a) and Section 2.9(b), Holdco will not at any time during or following the Lock-Up Shareholder shall notPeriod, without the prior written consent of Trilogy ParentBuyer, such consent not directly or indirectly, Transfer any Lock-Up Shares to be unreasonably withheld or delayed: (a) sella Prohibited Transferee. Notwithstanding the foregoing sentence, assign, pledge, dispose of, or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lockLock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities Up Shares are not subject to the restrictions contained restriction pursuant to Section 2.9(a) hereof, nothing in this lock-up agreement; Section 2.9(c) shall restrict either (d1) any Transfer into the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made public market pursuant to a bona fide take-over bid or similar transaction fide, broadly distributed underwritten public offering made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject pursuant to the restrictions contained Registration Rights Agreement or (2) any Transfer into the public market in this lock-up agreementaccordance with the manner of sale requirement of Rule 144(f). 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject to Following the completion Closing, and until the twelve (12) month anniversary of the ArrangementClosing, the Locked-Up Shareholder shall undersigned will not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld directly or delayed: indirectly: (a) offer for sale, sell, assigntransfer, pledgedistribute, pledge or otherwise dispose ofof or encumber (or enter into any transaction or device that is designed to, or transfer could be expected to, result in the disposition by any equity securities person at any time in the future of) any shares of Trilogy common stock of Parent that are beneficially owned as of the date of this Agreement, or acquired pursuant to the terms of the Asset Purchase Agreement (collectively, the “Shares”), including, without limitation, Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and Shares that may be issued upon exercise of any options or warrants, or securities convertible into or exercisable or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); Shares; (b) enter into any swap, forward swap or other arrangement derivatives transaction that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the benefits or risks of ownership of the Specified Securities (regardless of Shares, whether any such arrangement transaction is to be settled by the delivery of securities of Trilogy Parent Shares or Trilogy Subsidiaryother securities, securities of another person, in cash and/or or otherwise); or or (c) or agree publicly disclose the intention to do any of the foregoing, . The restrictions on the actions set forth in each case, at any time after the Effective Time until the date that is twenty-four clauses (24a) months after the Effective Time. 2.2 The foregoing restrictions through (c) above shall not apply to: (ai) transfers of Shares as a bona fide gift; (ii) transfers of Shares to wholly-owned affiliated entities any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned (so long as such affiliated entity remains an affiliate of or the undersigned), any immediate family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (biii) transfers occurring by operation of law or in connection with transactions arising as a result Shares to any beneficiary of the death undersigned pursuant to a will, trust instrument or incapacitation other testamentary document or applicable laws of descent; (iv) transfers of Shares to the Parent by way of repurchase or redemption; or (v) transfers of Shares to any Affiliate of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, providedprovided that, in each the case of the foregoing any transfer or distribution pursuant to clause (a) through (ci), that any (ii), (iii) or (v) above, each donee, distributee or transferee shall sign and deliver to the Parent, prior to such transferee or pledgee shall first execute transfer, a lock-up agreement substantially in substantially the form hereof covering the remainder of the period this Agreement. For purposes of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is adoption, not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementmore remote than first cousin. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (a) sellMaxim hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of (x) one hundred eighty (180) days after the Closing; provided, however, that in the event that Purchaser (as defined in that certain Securities Purchase Agreement by and among Successor, and the other parties thereto, dated as of January 15, 2024 (as may be amended from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) delays investment of the Subscription Amounts (as defined in the Securities Purchase Agreement) with respect to the Second Tranche Note (as defined in the Securities Purchase Agreement) due to the occurrence of an event outlined in Section 2.1(b) of the Securities Purchase Agreement, such period shall be extended by 60 days or such earlier date as the deficiency is resolved, and (y) subsequent to the Closing, the date on which the Successor consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Successor’s shareholders having the right to exchange the common shares of the Successor for cash, securities or other property, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, pledgesell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or transfer indirectly, any equity securities of Trilogy Parent Shares issued or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired issuable to Maxim pursuant to an Alignvest Additional Subscription Agreement)(collectively the this letter agreement as it may be amended from time to time (“Specified Restricted Securities”); , (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy SubsidiaryRestricted Securities, securities of another person, cash and/or otherwise); or (ciii) or agree publicly disclose the intention to do any of the foregoing, whether any such transaction described in each caseclauses (i), at (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any time after of the Effective Time until the date that is twenty-four foregoing described in clauses (24i), (ii) months after the Effective Time. 2.2 or (iii), a “Prohibited Transfer”). The foregoing restrictions sentence shall not apply toto the transfer of any or all of the Restricted Securities (I) by gift, will or intestate succession upon death, (II) to any Permitted Transferee (as defined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, or (IV) to Successor in accordance with the requirements of the Business Combination Agreement; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to Successor an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Section 19 applicable to Maxim, and there shall be no further transfer of such Restricted Securities except in accordance with such section. As used in this letter agreement as amended from time to time, the term “Permitted Transferee” shall mean: (aA) transfers to wholly-owned affiliated entities if the holder is an individual, members of the undersigned holder’s immediate family (so long for purposes hereof, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouse or domestic partner and siblings), (B) any trust for the direct or indirect benefit of the holder or the immediate family of the holder, (C) if the holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (D) if the holder is an entity, as such affiliated entity remains an a distribution to limited partners, shareholders, members of, or owners of similar equity interests in the holder upon the liquidation and dissolution of the holder, and (E) to any affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned holder. ▇▇▇▇▇ further agrees to execute such agreements as may be reasonably requested by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection Successor that are consistent with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), or that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject necessary to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementgive further effect thereto. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder The Company shall not, directly or indirectly, without the prior written consent of Trilogy Parentthe Bookrunners, such consent on behalf of the Underwriters, not to be unreasonably withheld or delayed: , for a period beginning at Closing and ending 90 days after the Closing Date, (ai) offer, issue, sell, assigngrant any option, pledgeright or warrant to purchase, or otherwise transfer, dispose of, or transfer monetize of any equity securities of Trilogy Parent Common Shares or other securities convertible into or exercisable or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants)Common Shares, or announce any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree intention to do any of the foregoing, in each casea public offering, at by way of private placement or otherwise, or (ii) enter into any time swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether any such transaction is to be settled by delivery of Common Shares, other securities, cash or otherwise, in any case other than: (A) the grant of options or other securities in the normal course pursuant to the Legacy Option Plan and the Omnibus Incentive Plan, (B) the issue of securities upon the conversion, exercise or exchange of convertible, exercisable or exchangeable securities existing on the Closing Date or upon the exercise or settlement, as applicable, of options or other securities subsequently granted as permitted by this Section 22, (C) the issuance of securities to vendors as consideration or partial consideration for the acquisition of their shares or assets, provided that any such issuances in the aggregate shall not exceed 10% of the Common Shares (on a fully diluted basis), provided that, for issuances in the first 90 days after the Effective Time until Closing Date, any such recipient of securities shall be required to provide an executed Lock-Up Agreement substantially in the form of Schedule B for a period ending on the date that is twenty-four (24) months 90 days after the Effective Time. 2.2 The foregoing restrictions shall not apply to: Closing Date, (aD) transfers Securities issuable pursuant to wholly-owned affiliated entities this Agreement and Underlying Common Shares or (E) Placement Subscription Receipts issuable pursuant to the Subscription Agreement and Common Shares issuable upon the exchange of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or Placement Subscription Receipts in connection accordance with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementtheir terms. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject In order to induce the completion Purchasers to enter into this Agreement, except as otherwise contemplated by this Agreement, the Seller shall not offer, sell, contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Seller or any affiliate of the ArrangementSeller or any person in privity with the Seller), directly or indirectly, including the Locked-Up Shareholder shall not, without filing (or participation in the prior written consent filing) of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (a) sell, assign, pledge, dispose a registration statement with the Commission in respect of, or transfer establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to any equity securities shares of Trilogy Parent capital stock of the Company or any securities convertible into into, or exercisable or exchangeable for equity securities such capital stock, until the Option Expiration Date (the "Restricted Period"). In order to enforce this covenant, the Company will impose irrevocable stop-transfer instructions with respect to any shares of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after Common Stock owned by the Effective Time (but expressly excluding any securities acquired pursuant Seller until the end of the Restricted Period. The parties hereto agree that the Seller may pledge shares of Common Stock to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swap, forward a bank or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersignedinstitution, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject bank or financial institution agrees to be bound by the provisions of this Section 7 and Section 6. The Seller acknowledges that the execution, delivery and performance of this Agreement is a material inducement to the restrictions contained in Purchasers to complete the transactions contemplated by this lock-up agreement; (d) Agreement and that the exercise Purchasers and the Company shall be entitled to specific performance of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Seller's obligations hereunder. Notwithstanding the foregoing, the Locked-Up Shareholder IES may sell transfer up to 50% 125,000 shares of Common Stock, and such shares are not subject to the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Timelock-up pursuant to this Section 7.

Lock-Up. 2.1 Subject to The Company will not, during the completion period commencing on the date hereof and ending 30 days after the date of the Arrangement, the Locked-Up Shareholder shall notProspectus, without the prior written consent of Trilogy Parentthe Representative, such consent not to be unreasonably withheld or delayed: (a) offer, sell, assigncontract to sell, announce the intention to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company (other than the Selling Stockholder or a controlling person of the Selling Stockholder) or any person in privity with the Company or any affiliate of the Company (other than the Selling Stockholder or a controlling person of the Selling Stockholder)), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or transfer establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any equity securities other shares of Trilogy Parent Class B Common Stock or any securities convertible into into, or exercisable, or exchangeable for equity securities for, shares of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), Class B Common Stock; or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant publicly announce an intention to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Specified Securities (regardless of whether effect any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 transaction. The foregoing restrictions sentence shall not apply to: to (ai) transfers the Shares to wholly-owned affiliated entities be sold hereunder; (ii) the issuance by the Company of shares of Class B Common Stock issuable upon the conversion of securities (including Class A Common Stock, $0.001 par value, of the undersigned (so long Company) or the exercise of warrants outstanding as such affiliated entity remains an affiliate of the undersigned)date hereof; (iii) the issuance by the Company of Class B Common Stock, options or other securities pursuant to any family members employee stock option plan, stock ownership plan or dividend reinvestment plan or any other plan of the undersignedCompany in effect as of the date hereof; (iv) the filing of a registration statement on Form S-8 with respect to any employee stock option plan, stock ownership plan, dividend reinvestment plan or any other plan described in clause (iii) above; and (v) the entering into an acquisition agreement, or any companythe public announcement of such agreement, trust or other entity owned by or maintained that would provide for the benefit issuance of Class B Common Stock by the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersignedCompany, provided, in each case of the foregoing (a) through (c), provided that any such transferee or pledgee shall first execute a lockissuance may not occur during the 30-up agreement in substantially the form hereof covering the remainder of the day period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that described in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementforegoing sentence. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject The parties hereto acknowledge and agree that Lidar is a permitted transferee of Sponsor pursuant to the completion of the Arrangement, the Locked-Up Shareholder shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (a) sellSection 7(c)(v) of that certain letter agreement, assigndated November 12, pledge2020, dispose ofby and among the Company, or transfer any equity securities Sponsor and the directors and officers of Trilogy Parent or securities convertible into or exchangeable for equity securities the Company as of Trilogy Parent such date (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified SecuritiesInsider Letter”); ) and (b) enter into Section 5.2.2 of that certain registration rights agreement, dated November 12, 2020, by and among the Company, Sponsor and the other signatories thereto as of such date (the “Reg Rights Agreement”). The Company hereby consents to the transactions contemplated by this Agreement and (i) waives any swap, forward and all claims that the terms of this Agreement or other arrangement that transfers all or a portion the transactions contemplated hereby violate the terms of the economic consequences associated Insider Letter or the Reg Rights Agreement and (ii) confirms that this Agreement constitutes, effective as of the Closing with respect to the Transferred Shares, a written notice of assignment under Section 5.2.5(i) of the Reg Rights Agreement and the written agreement of Lidar, as assignee of the Transferred Shares transferred to Lidar at the Closing, to be bound by the terms and provisions of the Reg Rights Agreement as contemplated by Section 5.2.5(ii) thereof and as a result, without any further action required by Lidar, the Company or any other party, the Transferred Shares transferred as of the Closing shall be “registrable securities” (as defined in the Reg Rights Agreement) and Lidar shall be a “holder” (as defined in the Reg Rights Agreement) with the ownership respective rights and obligations specified therein. Effective upon the Closing and in accordance with the terms of the Specified Securities (regardless Insider Letter, and as a condition to the assignment and transfer of whether any such arrangement is the Transferred Shares to Lidar at the Closing as contemplated by this Agreement, Lidar hereby agrees to be settled by subject to the delivery of securities of Trilogy Parent or Trilogy Subsidiarylock-up obligations, securities of another personto the extent applicable, cash and/or otherwise); or (c) or agree to do any in accordance with the terms and conditions set forth in Section 7 of the foregoingInsider Letter as applied to Lidar mutatis mutandis. In the event that Sponsor agrees to any different or additional restrictions on or obligations with respect to transfer, vesting or otherwise, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers with respect to wholly-owned affiliated entities all of the undersigned Converted Founder Shares equally (and not solely with respect to the Transferred Shares) in connection with the Definitive Documents, then, as a condition to the assignment and transfer of the Transferred Shares to Lidar under this Agreement, Lidar hereby agrees to be subject to such different or additional restrictions on or obligations with respect to transfer, vesting or otherwise as set forth in the Definitive Documents as applied to Lidar mutatis mutandis so long as the Converted Founder Shares (other than the Transferred Shares) are subject to the same such affiliated entity remains an affiliate different or additional restrictions. Lidar agrees to execute any of the undersigned)Definitive Documents as may be reasonably required by Sponsor, the Company or the Target to effectuate the foregoing in this Section 5 so long as the Sponsor is also executing such Definitive Documents and the Converted Founder Shares (including the Transferred Shares) are treated the same in such Definitive Documents. In addition, to the extent the Converted Founder Shares have the benefit of any family members of rights under any registration rights agreement (including the undersignedReg Rights Agreement) with the Company or the Target at the Closing, the parties hereto shall take all actions reasonably necessary or any company, trust or other entity owned by or maintained for appropriate to ensure that the Transferred Shares transferred to Lidar hereunder at the Closing continue to have the benefit of the undersigned; registration rights (bas registrable securities or otherwise) transfers occurring by operation applicable to such Transferred Shares (and other Converted Founder Shares) as of law immediately following the Transaction Closing. Lidar may assign in whole or in connection part its respective rights hereunder only in compliance with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the transfer restrictions contained set forth in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementSection 5. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject to (a) If the completion Company at any time shall register the sale of the ArrangementCommon Stock in an underwritten offering, the Locked-Up Shareholder shall notno Stockholder shall, directly or indirectly, without the prior written consent of Trilogy Parentthe managing underwriter(s) of such offering for a period (the “Lock-Up Period”) as shall be determined by the managing underwriter(s), which period cannot begin more than seven (7) days prior to the effectiveness of such consent registration and cannot to be unreasonably withheld last more than (x) ninety (90) days (in the case of a lock-up entered into in connection with the consummation of the Merger or delayed: the first underwritten offering completed following the consummation of the Merger) or (ay) sellsixty (60) days (in the case of all other underwritten offerings) after the closing of such underwritten offering, (i) offer, pledge, assign, pledgeencumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise Transfer or dispose of, any shares of Common Stock or transfer any equity securities of Trilogy Parent directly or securities indirectly convertible into or exercisable or exchangeable for equity securities Common Stock (“Stockholder Securities”) owned either of Trilogy Parent record or beneficially (including Trilogy Parent Shares and Trilogy Parent Warrants)as defined in the Exchange Act) by such Stockholder on the date of this Agreement or hereafter acquired, or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (bii) enter into any swap, forward swap or other agreement or arrangement that transfers all Transfers, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of Common Stock, whether any such arrangement transaction described in clause (i) or (ii) is to be settled by the delivery of securities of Trilogy Parent Common Stock or Trilogy Subsidiarysuch other securities, securities of another personin cash or otherwise, cash and/or otherwise); or (c) or agree publicly announce an intention to do any of the foregoing. The foregoing provisions of this Section 6 (i) shall not apply to (A) Transfers to Permitted Transferees or to the Company, (B) sales of Registrable Securities to be included in each casesuch offering pursuant to Section 2(a)(i), at any time after Section 2(a)(ii) or Section 2(b)(i) or (C) security interests in the Effective Time until the date nature of a blanket lien that is twenty-four not specific to the Common Stock granted by such Stockholder under its secured credit facility or other corporate borrowing arrangement, and (24ii) months after shall be applicable to the Effective TimeStockholders only if all officers and directors of the Company and all other Stockholders are subject to the same restrictions. 2.2 (b) The foregoing restrictions paragraph shall not apply to: (ai) transfers transactions relating to wholly-owned affiliated entities shares of Common Stock acquired in open market transactions after consummation of the undersigned (so long as such affiliated entity remains an affiliate Merger, or the exercise of any stock option to purchase shares of Common Stock pursuant to any benefit plan of the undersigned), any family members Company; (ii) Transfers of the undersigned, shares of Common Stock or any company, trust security directly or other entity owned by indirectly convertible into or maintained exercisable or exchangeable for the benefit of the undersigned; (b) transfers occurring by operation of law Common Stock as a bona fide gift or in connection with transactions arising as a result estate planning, or by will or intestacy, (iii) Transfers of shares of Common Stock or any security directly or indirectly convertible into or exercisable or exchangeable for Common Stock to Permitted Transferees of the death Stockholder or incapacitation to the Company; or (iv) the establishment of a trading plan pursuant to Rule 10b 5-1 under the Exchange Act for the Transfer of shares of Common Stock. In addition, each Stockholder agrees that, other than a request made no more than thirty (30) days prior to the expiration of a relevant Lock-Up Period, without the prior written consent of the undersigned; Company (not to be unreasonably withheld), it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security directly or indirectly convertible into or exercisable or exchangeable for Common Stock. (c) pledges In furtherance of the Specified Securities foregoing, (i) each Stockholder also agrees and consents to a financial institution as security the entry of stop Transfer instructions with any duly appointed transfer agent for bona fide indebtedness the registration or Transfer of the undersignedsecurities described herein against the Transfer of any such securities except in compliance with the foregoing restrictions, providedand (ii) the Company, in each case and any duly appointed transfer agent for the registration or Transfer of the foregoing securities described herein, are hereby authorized to decline to make any Transfer of securities if such Transfer would constitute a violation or breach of this Section 6. (ad) through (c)Notwithstanding anything to the contrary contained in this Section 6, that each Stockholder shall be released, pro rata, from any such transferee or pledgee shall first execute a lock-up agreement entered into pursuant to this Section 6 in substantially the form hereof covering event and to the remainder extent that the managing underwriter(s) or the Company permit any discretionary waiver or termination of the period restrictions of time that such Specified Securities are subject to the restrictions contained in this any lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); agreement pertaining to any officer, director or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementother Stockholder. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject Each Stock/Cash Electing Noteholder agrees that it will not, with respect to one-third (1/3) of its Acquired Shares (the completion “75 Day Lock-Up Shares”), during the period commencing on the day of the ArrangementClosing and ending seventy-five (75) days after the day of the Closing, and with respect to another one-third (1/3) of its Acquired Shares (the “150 Day Lock-Up Shares” and together with the 75 Day Lock-Up Shares, the Locked“Lock-Up Shareholder shall notShares”), without during the prior written consent period commencing on the day of Trilogy Parent, such consent not to be unreasonably withheld or delayed: the Closing and ending one hundred fifty (a150) sell, assigndays after the day of the Closing (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants)indirectly, its Lock-Up Shares, including, without limitation, pursuant to the registration statement referenced in Section 6(c) hereof, or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of Lock-Up Shares, whether any such arrangement transaction described in clause (i) or (ii) above is to be settled by the delivery of securities of Trilogy Parent the Lock-Up Shares or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoingother securities, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 cash or otherwise. The foregoing restrictions sentence shall not apply to: to (aA) transactions relating to shares of Common Stock or other securities acquired after the closing of the Merger, (B) transfers of the Lock-Up Shares or any security convertible into the Lock-Up Shares as a bona fide gift or gifts, (C) transfers of the Lock-Up Shares or any security convertible into the Lock-Up Shares to whollyaffiliates, (D) distributions of the Lock-owned affiliated entities Up Shares or any security convertible into the Lock-Up Shares to direct or indirect limited partners, stockholders or members of the undersigned and (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, E) dispositions that may be effected in a tender offer or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction exchange offer made to all holders of common shares of Trilogy Parent the Common Stock or in connection with a merger, consolidation, recapitalization, redemption or other reclassification involving the Company’s securities; provided that in the event case of any transfer or distribution pursuant to clause (B), (C) or (D), each donee, transferee or distributee shall execute and deliver to Group a letter whereby such donee, transferee or distributee agrees to be bound by the takesame restrictions on such Noteholder as set forth in this Section 6(b). For the avoidance of doubt, such transfer or distribution shall not require the consent of Group or any of its affiliates. Such Stock/Cash Electing Noteholder agrees and consents to the entry of stop transfer instructions with Group’s transfer agent and registrar against the transfer of the undersigned’s Lock-over Up Shares except in compliance with the foregoing restrictions. Notwithstanding anything in this Section 6(b) to the contrary, (i) if, beginning on the forty-fifth (45th) day after the Closing Date, the daily trading volume of the Common Stock on the NASDAQ Global Market or acquisition transaction another national securities exchange on which the Common Stock is not completed, any securities shall remain then listed or admitted to trading exceeds 3% of the total shares of Common Stock outstanding for eight (8) consecutive Trading Days or (ii) if the Stockholder Agreement is terminated or the provisions therein amended in such a manner that the Stockholder Lock-Up Shares are no longer subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the LockedStockholder Lock-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12Restriction, then this Section 6(b) months after the Effective Timeshall be inapplicable.

Lock-Up. 2.1 Subject to Without limiting the completion provisions of applicable U.S. or other securities laws, and in addition thereto: 1.1.1. From the date of the Arrangementexecution of the Share Purchase Agreement (the “Share Purchase Agreement”) dated as of November 26, 2007 (the Locked-Up Shareholder shall not“Execution Date”) until the date 18 months following the Execution Date, without the prior written consent of Trilogy ParentSeller will not offer, such consent not to be unreasonably withheld or delayed: (a) sell, assigncontract to sell, pledgehypothecate, pledge or otherwise dispose of or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Seller or any Affiliate (as such term is defined below) of the Seller or any person in privity with the Seller, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the U.S. Securities and Exchange Commission in respect of, or transfer establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any equity securities of Trilogy Parent the Issued Shares, Warrants, Additional Warrants or securities convertible into shares issuable upon exercise of the Warrants or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent the Additional Warrants), or any rights associated therewith, in each case as held security related to or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swap, forward or other arrangement that transfers all or a portion derivative of the economic consequences associated with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoingPurchaser’s Securities, or any other shares of Common Stock of the Purchaser beneficially owned, held or hereafter acquired by the Seller with respect to the Purchaser’s Securities (collectively, the “Restricted Transactions” and the “Securities”, respectively). Notwithstanding the above, the Seller may transfer the Securities to its shareholders, and by its shareholders to their respective Permitted Transferees, subject to the conditions and limitations set forth in each casethe Share Purchase Agreement who shall be subject to the terms of this Agreement. 1.1.2. From the date which is the date 18 months following the Execution Date, at any time after the Effective Time and until the date that which is twentythe 24-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities month anniversary of the undersigned Execution Date, Seller shall be permitted to effect a Restricted Transaction only with respect to one sixth (so long as such affiliated entity remains an affiliate 1/6) of the undersigned)Issued Shares, any family members or the shares of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising Purchaser issued as a result of the death or incapacitation exercise of the undersigned; (c) pledges Warrant and the Additional Warrant, on an accumulative basis, such that on the 24-month anniversary of the Specified Execution Date all Securities to a financial institution as security for bona fide indebtedness shall be released of any restriction under this Section 1.1. 1.1.3. For purposes hereof, beneficial ownership shall be calculated in accordance with Section 13(d) of the undersignedExchange Act, provided, and the term “Affiliates” shall have the meaning ascribed to it in each case the U.S. securities laws. 1.1.4. Without limiting any other provision of the foregoing (a) through (c)Purchase Agreement, the Seller acknowledges that any such transferee or pledgee its undertaking under this Section 1 is a material inducement to the Purchaser to complete the transactions contemplated by the Purchase Agreement, and that the Purchaser shall first execute a lock-up agreement in substantially the form hereof covering the remainder be entitled to specific performance of the period Seller’s undersigned’s obligations hereunder. In order to enforce this covenant, the Purchaser shall impose stop-transfer instructions preventing its Transfer Agent from effecting any actions in violation of time that such Specified Securities are subject to this Agreement. 1.1.5. Notwithstanding the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that above, in the event the take-over or acquisition transaction is not completedof a “Change of Control”, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoingas defined below, the Locked-Up Shareholder may sell lock up to 50% obligation of the Trilogy Parent Common Shares underlying Seller and any of its transferees in respect of the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Timeshall expire ipso facto.

Lock-Up. 2.1 Subject The Company has caused the Initial Shareholder to enter into a letter agreement (“Letter Agreement”), substantially in the form annexed as Exhibit 10.[1] to the Registration Statement, whereby the Initial Shareholder agrees, among other things, that it shall not, except as described in the Prospectus, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the shares acquired by the Initial Shareholder prior to the Offering (the “Insider Shares”), whether any such transaction is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii), until: (A) with respect to the Insider Shares, one year after the completion of a Acquisition Transaction, and (B) with respect to the ArrangementPlacement Warrants, upon the consummation of a Acquisition Transaction or Post-Acquisition Tender Offer, as the case may be. All of the Insider Shares and Placement Warrants will be released from such restrictions, if, following consummation of a Acquisition Transaction, the Locked-Up Company engages in a subsequent liquidation, share exchange, share reconstruction and amalgamation or contractual control arrangement or engages in any other similar acquisition transaction. To the Company’s knowledge, the Escrow Agreement is enforceable against the Initial Shareholder shall and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Initial Shareholder is a party. The Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (a) sell, assign, pledge, dispose of, or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective TimeRepresentative. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject 6.1 The Subscriber unconditionally and irrevocably undertakes to the completion Company that, during a period commencing from and including the Completion Date and ending on and including the date which is three calendar years from the date of the ArrangementCompletion Date (the “Lock-up Period”), the Locked-Up Shareholder Subscriber shall not, and shall procure that the relevant registered holder(s) and its associates and companies controlled by it and any nominees or trustees holding in trust for it shall not, subject to Clause 6.2 or without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: the Company: (a) sell, assignoffer, pledge, charge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or agree to grant any option, right or warrant to purchase or subscribe for, lend or otherwise transfer or dispose of, either directly or transfer indirectly, any equity securities of Trilogy Parent the Subscription Shares (directly or securities convertible into or exchangeable for equity securities of Trilogy Parent indirectly) (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Locked-up Securities”); ; (b) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of Locked-up Securities, whether any such arrangement of the foregoing transactions is to be settled by the delivery of securities the Locked-up Securities or such other securities, in cash or otherwise; (c) agree (conditionally or unconditionally) to enter into or effect any transaction with the same economic effect as any of Trilogy Parent the transactions referred to in paragraphs (a) or Trilogy Subsidiary(b) above; or (d) announce any intention to enter into or effect any of the transactions referred to in paragraphs (a), securities of another person, cash and/or otherwise); (b) or (c) or agree to do any above. 6.2 Until the expiry of the foregoingLock-up Period, the Company agrees, consents to and acknowledges that the lock-up restrictions contained in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions Clause 6.1 shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to Securities that have been unlocked as follows: First Unlocking Period Commencing from and including the Completion Date and ending on and including the date which is one calendar year from the date of the Completion Date 25% of the Locked-up Securities Second Unlocking Period Commencing from the first day after the expiry of the First Unlocking Period and ending on and including the date which is two calendar years from the date of the Completion Date 50% of the Trilogy Parent Common Shares underlying Locked-up Securities Third Unlocking Period Commencing from the Specified Securities in ordinary course arm’s length stock exchange transactions first day after the expiry of the Second Unlocking Period and ending on and after including the date that which is twelve (12) months after three calendar years from the Effective Time.date of the Completion Date 25% of the Locked-up Securities

Lock-Up. 2.1 Subject to Each Investor agrees that, from the completion of date hereof until the Arrangement, date that is 180 days from the LockedClosing Date (the “Lock-Up Shareholder shall Period”), it will not, without the prior written consent of Trilogy Parentthe Company, such consent not to be unreasonably withheld or delayed: (a) offer, sell, assigncontract to sell, pledge, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or transfer indirectly, any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into a transaction that would have the same effect as described in clause (a) above; (c) enter into any swap, forward hedge or other arrangement that transfers all transfers, in whole or a portion in part, any of the economic consequences associated with the or ownership of any of the Specified Securities (regardless of Securities, whether any such arrangement transaction is to be settled by the delivery of securities such Securities, in cash or otherwise, (each of Trilogy Parent or Trilogy Subsidiary(a), securities of another person, cash and/or otherwise); or (b) and (c) above, a “Sale Event”) or agree (d) publicly disclose the intention to do enter into any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in Sale Event. In each case of the foregoing clauses (a) through (cd), that any such transferee or pledgee each Investor shall first execute a lock-up agreement in substantially be permitted to transfer, without the form hereof covering the remainder consent of the period Company, Securities (i) in the case of time any Investor that is not an individual, to any Affiliate of such Specified Investor (including existing affiliated investment funds or vehicles that at all times remain Affiliates), (ii) in the conversion of the Preferred Shares into Common Stock, (iii) to a Family or Estate-Planning Transferee, and (iv) via transfers of the Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a any bona fide take-over bid third party tender offer, merger, consolidation or other similar transaction made to all holders of common shares the Company’s capital stock involving a change of Trilogy Parent provided control of the Company which is approved by the Company’s Board of Directors (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock or other such securities in connection with such transaction, or vote any Common Stock or other such securities in favor of any such transaction); provided, that in the event the take-over such tender offer, merger, consolidation or acquisition other such transaction is not completed, any securities such Investor’s Securities shall remain subject to the restrictions contained terms of this Section 7. For the avoidance of doubt, this Section 7 shall not have any impact on any shares of capital stock of the Company, including shares of Common Stock, that such Investors hold as of the date hereof, or that such Investors acquire during the Lock-Up Period in open market transactions, and the limitations in this lock-up agreementSection 7 solely relate to the Securities. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 (a) Subject to the completion of the ArrangementSection 4(b), the Locked-Up Shareholder Sponsor hereby agrees that it shall not, without and shall cause any of its Permitted Transferees not to, Transfer any Lock-up Shares or exercise any of the prior written consent Acquiror Warrants on a cashless basis until the end of Trilogy Parentthe Lock-up Period. (b) Notwithstanding the provisions set forth in Section 4(a), the Sponsor or its Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period (i) to (A) Acquiror’s or Sponsor’s officers or directors or (B) any Affiliates of the Sponsor; (ii) in the case of an individual, by gift to a member of such consent not individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; or (iv) by virtue of the laws of the State of Delaware or the Sponsor limited liability company agreement upon dissolution of the Sponsor; provided that in each case, the Permitted Transferee agrees to be unreasonably withheld or delayed: bound by the provisions of this Agreement pertaining to Sponsor. (ac) sell, assign, pledge, dispose of, or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent WarrantsNotwithstanding the provisions set forth in Section 4(a), or any rights associated therewith, in each case as held or acquired on or the event that Fluor Transfers Acquiror Common Stock (x) after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively during the “Specified Securities”); (b) enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement period described in substantially that certain Lock-Up Agreement to which Fluor is a party (the form hereof covering the remainder “Fluor Lock-Up”), (y) in a block trade or trades which collectively Transfers more than 5% of the period then-outstanding economic interests of time that such Specified Securities are subject the Acquiror (including economic units in the Company), and (z) to a purchaser or group of purchasers who each agree to be bound by a lock up which is substantially similar to the restrictions contained in this Fluor Lock-Up for the then-remaining duration of such lock-up agreementperiod, then Sponsor shall have the right to participate in such sale on a pro rata basis (determined by reference to the number of shares of Acquiror Common Stock included in such Transfer by Fluor relative to all shares of Acquiror Common Stock held by Fluor) on the same terms and conditions as Fluor; provided if the transferee is unwilling or unable to purchase all such Acquired Common Stock, the amount of Acquiror Common Stock included by each of Fluor and Sponsor shall be proportionally reduced to the amount such transferee is willing to purchase. (d) For purposes of this Agreement: (i) the exercise term “Lock-up Period” means the period beginning on the Closing Date and ending on the earlier of securities granted under (A) one year after the Management Incentive Plan Closing Date and (if anyB) the date that, following the 150th day after the Closing, the closing price of the Acquiror Common Stock equals or exceeds $12.00 per share for any 20 Trading Days within any 30 Trading Day period (in which case, the Lock-up Period shall automatically end upon the close of such 20th Trading Day); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event Parties may mutually agree to shorten the take-over duration of or acquisition transaction is not completed, any securities shall remain subject to otherwise waive the restrictions contained in this lockLock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.Period;

Lock-Up. 2.1 Subject In order to induce the Placing Agent to enter into this Agreement and in consideration of the obligations of the Placing Agent hereunder: (a) each of the Vendors undertakes to the completion Placing Agent that (except for any exchange or redemption by way of transfer of Shares in relation to the AIG Bonds or the Intel Bonds or the sale of the Arrangement, Placing Shares pursuant to this Agreement) from the Locked-Up Shareholder shall not, date hereof and on or prior to the date being six months after the date of this Agreement it will not and will procure that none of its nominees and companies controlled by it (whether individually or together and whether directly or indirectly) will (without the prior written consent of Trilogy Parentthe Placing Agent) (i) offer, such consent not to be unreasonably withheld or delayed: (a) issue, sell, assigncontract to sell, pledgesell any contract to purchase, dispose ofpurchase any option to sell, grant any option, right or warrant to purchase, or otherwise transfer any equity securities or dispose of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); either conditionally or (b) enter into the Company undertakes to the Placing Agent that (except for (i) the new Shares to be allotted and issued to the subscribers named in the Subscription Agreement and (ii) any swap, forward Shares or other securities or rights issued or granted to shareholders by way of bonus or under any scrip dividend or similar arrangement that transfers all or a portion providing for the allotment of Shares in lieu of the economic consequences associated with the ownership whole or part of a dividend on Shares of the Specified Securities (regardless Company in accordance with its Articles of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent Association or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death exercise of conversion rights under the following convertible bonds issued by the Company or incapacitation of its subsidiaries: US$54,377,474.95 5% Mandatory Convertible Note due 2005 issued by PCCW Limited on 28 June 2002 to Telstra Corporation Limited, amended and restated with effect from 25 April 2003; US$450,000,000 1% Guaranteed Convertible Bonds due 2007 issued by PCCW Capital No. 2 Limited on 29 January 2002 and guaranteed by the undersignedCompany and PCCW-HKT Telephone Limited; (c) pledges of and US$1,100,000,000 3.5% Guaranteed Convertible Bonds due 2005 issued by PCCW Capital Limited on 5 December 2000 and guaranteed by the Specified Securities to a financial institution as security for bona fide indebtedness of the undersignedCompany, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities exchange or redemption rights under, or the transfer or disposal of interests in Shares pursuant to the terms and conditions of, the AIG Bonds or the Intel Bonds, the exercise of options granted to ▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to the terms and conditions of a consulting agreement dated 17 August 1999, the exercise of all existing and future employee share options granted by the Company from time to time and shares issued under any employee share award scheme of the Company from time to time or on the exercise of any other rights existing at the date of this Agreement and (iii) further options granted under existing share schemes) from the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject date hereof and on and prior to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and date being six months after the date that is twelve of this Agreement it will not (12without the prior written consent of the Placing Agent) months after the Effective Time(i) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests in Shares or any securities convertible into or exercisable or exchangeable for any Shares or interest in Shares or (ii) agree (conditionally or unconditionally) to enter into or effect any such transaction described in (i) above or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above.

Lock-Up. 2.1 Subject to Shareholder agrees that for the completion period commencing on the date of the ArrangementClosing and ending as set forth below, the Locked-Up Shareholder shall will not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (ai) sell, assignoffer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants)indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, any rights associated therewithSecurities held by it immediately as of the Closing, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of any Securities, whether any such arrangement transaction is to be settled by the delivery of securities of Trilogy Parent such securities, in cash or Trilogy Subsidiary, securities of another person, cash and/or otherwise); otherwise or (ciii) publicly announce any intention to effect any transaction specified in clause (i) or agree to do any (ii) (the actions specified in clauses (i)-(iii), collectively, “Transfer”) for the period (the “Lock-Up Period”) commencing on the date of Closing and ending on: (i) For 25% of the foregoingSecurities, in each case90 days thereafter; (ii) For 25% of the Securities, at any time after 120 days thereafter; and (iii) For 50% of the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 Securities, 180 days thereafter. The foregoing restrictions shall not apply to: : (ai) transfers if the Shareholder is not an individual, in the case of an entity, Transfers to wholly-owned affiliated entities a shareholder, partner, member or direct or indirect affiliate (within the meaning set forth in Rule 405 under Securities Act) of the undersigned Shareholder; (so long ii) if the Shareholder is an individual, Transfers by gift to members of the individual’s immediate family (as such affiliated entity remains defined below) or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) if the undersigned)Shareholder is an individual, any family members Transfers by virtue of laws of descent and distribution upon death of the undersignedindividual; (iv) if the Shareholder is an individual, or any companyTransfers pursuant to a qualified domestic relations order; (v) if the Shareholder is not an individual, trust Transfers by virtue of the laws of the jurisdiction of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; and (vi) Transfers pursuant to transactions in the event of completion of a liquidation, merger, stock exchange or other entity owned by or maintained for the benefit similar transaction which results in all of the undersignedCompany’s shareholders having the right to exchange their Securities for cash, securities or other property; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, however, that in each the case of the foregoing clauses (ai) through (cv), these permitted transferees must enter into a written agreement, in substantially the form of this Letter Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Shareholder and not to the immediate family of the transferee), agreeing to be bound by these Transfer restrictions for the duration of the Lock-Up Period. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or pledgee other lineal descendant (including by adoption), father, mother, brother or sister of the Shareholder; and “affiliate” shall first execute have the meaning set forth in Rule 405 under the Securities Act.. The Shareholder acknowledges that not all the other investors in the equity financing round to which the Subscription Agreement relates have executed a lock-up letter agreement as to the Company securities purchased by them (such investors, the “Unlocked Investors”), and therefore the company securities purchased by the Unlocked Investors in substantially the form hereof covering the remainder of the period of time that such Specified Securities are this equity financing round will not be subject to the restrictions contained in this any lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject restrictions. The Shareholder explicitly consents and agrees to the restrictions contained in foregoing an is executing this lock-up agreementLetter Agreement with full knowledge thereof. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (a) sellCCM hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of (x) one hundred eighty (180) days after the Closing; provided, however, that in the event that Purchaser (as defined in that certain Securities Purchase Agreement by and among Successor, Psyence and the other parties thereto, dated as of January 15, 2024 (as may be amended from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) delays investment of the Subscription Amounts (as defined in the Securities Purchase Agreement) with respect to the Second Tranche Note (as defined in the Securities Purchase Agreement) due to the occurrence of an event outlined in Section 2.1(b) of the Securities Purchase Agreement, such period shall be extended by 60 days or such earlier date as the deficiency is resolved, and (y) subsequent to the Closing, the date on which the Successor consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Successor’s shareholders having the right to exchange the common shares of the Successor for cash, securities or other property, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, pledgesell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or transfer indirectly, any equity securities of Trilogy Parent Shares issued or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired issuable to CCM pursuant to an Alignvest Additional Subscription Agreement)(collectively the this letter agreement as it may be amended from time to time (“Specified Restricted Securities”); , (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy SubsidiaryRestricted Securities, securities of another person, cash and/or otherwise); or (ciii) or agree publicly disclose the intention to do any of the foregoing, whether any such transaction described in each caseclauses (i), at (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any time after of the Effective Time until the date that is twenty-four foregoing described in clauses (24i), (ii) months after the Effective Time. 2.2 or (iii), a “Prohibited Transfer”). The foregoing restrictions sentence shall not apply toto the transfer of any or all of the Restricted Securities (I) by gift, will or intestate succession upon death, (II) to any Permitted Transferee (as defined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, or (IV) to Successor in accordance with the requirements of the Business Combination Agreement; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to Successor an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Section 11 applicable to CCM, and there shall be no further transfer of such Restricted Securities except in accordance with such section. As used in this letter agreement as amended from time to time, the term “Permitted Transferee” shall mean: (aA) transfers to wholly-owned affiliated entities if the holder is an individual, members of the undersigned holder’s immediate family (so long for purposes hereof, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouse or domestic partner and siblings), (B) any trust for the direct or indirect benefit of the holder or the immediate family of the holder, (C) if the holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (D) if the holder is an entity, as such affiliated entity remains an a distribution to limited partners, shareholders, members of, or owners of similar equity interests in the holder upon the liquidation and dissolution of the holder, and (E) to any affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned holder. CCM further agrees to execute such agreements as may be reasonably requested by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection Successor that are consistent with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), or that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject necessary to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementgive further effect thereto. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject Each of the Investors and their Permitted Transferees agrees to comply with the following provisions with respect to the completion Common Stock: (i) Until the earlier of the Arrangement, the Locked-Up Shareholder shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (aA) sell, assign, pledge, dispose of, or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Timedate hereof, or (B) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such applicable period being the “Lock-Up Period”), the holders of Registrable Securities shall not (x) sell, offer to sell, contract or agree to sell, hypothecate, pledge, encumber, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to Registrable Securities, (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Registrable Securities, whether any such transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or (z) agree or publicly announce any intention to effect any transaction specified in the foregoing (x) or (y). (ii) Notwithstanding the foregoing paragraph (a), (x) each holder may transfer shares of Registrable Securities to a Permitted Transferee thereof prior to the expiration of the Lock-Up Period if such Permitted Transferee agrees in writing for the benefit of the Company to be bound by the transfer restrictions set forth in this Section 4(a); (y) each holder may transfer on or after the 6-month anniversary hereof and prior to the expiration of the Lock-Up Period up to a number of Registrable Securities (in the form of Common Stock), in the aggregate, equal to or less than $3,000,000; and (z) each holder may transfer on or after the 9-month anniversary hereof and prior to the expiration of the Lock-Up Period up to a number of Registrable Securities (in the form of Common Stock), in the aggregate, equal to or less than 25% of the amount of Registrable Securities owned by such holder on the date hereof.

Lock-Up. 2.1 Subject Each of the Investors and their Permitted Transferees agrees to comply with the following provisions with respect to the completion Class A Common Stock: (i) Until the earlier of (1) one year after the date hereof or earlier if, subsequent to the date hereof, the last sales price of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date hereof, or (2) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction that results in all of the ArrangementCompany’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property (such applicable period being the “Lock-Up Period”), the Locked-Up Shareholder holders of Registrable Securities shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (ax) sell, assignoffer to sell, contract or agree to sell, hypothecate, pledge, encumber, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants)indirectly, or any rights associated therewithestablish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, in each case as held or acquired on or after the Effective Time with respect to Registrable Securities, (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (by) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of any Registrable Securities, whether any such arrangement transaction is to be settled by the delivery of securities of Trilogy Parent Class A Common Stock or Trilogy Subsidiaryother securities, securities of another personin cash or otherwise, cash and/or otherwise); or (cz) agree or publicly announce any intention to effect any transaction specified in the foregoing (x) or agree (y). (ii) Notwithstanding the foregoing paragraph (a), (w) each holder may transfer shares of Registrable Securities to do any a Permitted Transferee thereof prior to the expiration of the foregoing, Lock-Up Period if such Permitted Transferee agrees in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained writing for the benefit of the undersigned; Company to be bound by the transfer restrictions set forth in this Section 4(a), (bx) transfers occurring each holder may, to the extent permitted by operation applicable law, hypothecate, pledge or encumber Registrable Securities on or after the 6-month anniversary hereof and prior to the expiration of law or the Lock-Up Period, to secure borrowings used to pay taxes payable by such holder by reason of the receipt of the Per Company Unit Consideration in connection with transactions arising as a result the consummation of the death Equity Transfer (as each such term is defined in the Equity Transfer and Acquisition Agreement (as defined in the LLC Agreement), (y) each holder may, to the extent permitted by applicable law, hypothecate, pledge or incapacitation encumber Registrable Securities prior to the expiration of the undersigned; Lock-Up Period, to secure borrowings used to make cash indemnification payments pursuant to the Equity Transfer and Acquisition Agreement and (cz) pledges each holder may transfer prior to the expiration of the Specified Securities Lock-Up Period up to a financial institution number of Registrable Securities (in the form of Class A Common Stock), in aggregate, as security for bona fide indebtedness is equal to such holder’s pro rata portion of the undersigned, provided, in each case Lock-Up Liquidity Amount on the basis of the foregoing (a) through (c), that any amount of Registrable Securities owned by each such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions holder on and after the date that is twelve (12) months after the Effective Timehereof.

Lock-Up. 2.1 Subject to 2.1. Mayne and HPLLC (each a “Lock-Up Holder” and, collectively, the completion “Lock-Up Holders”) agree that, during the period beginning on and including the Original Effective Date through and including the date that is the first anniversary of the ArrangementOriginal Effective Date (the “Lock-Up Period”), each of them will not, directly or indirectly: (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise Transfer of any shares of the Equity Securities or any securities convertible into or exercisable or exchangeable in Equity Securities, whether now owned or hereafter acquired by the Lock-Up Holders or with respect to which the Lock-Up Holders has or hereafter acquires the power of disposition, or (b) enter into any swap or other agreement, arrangement or transaction that Transfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any Equity Securities or any securities convertible into or exercisable or exchangeable for any Equity Securities, (c) whether any transaction described in clause (a) or (b) above is to be settled by delivery of Equity Securities, other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. 2.2. Notwithstanding the provisions set forth in Section 2.1, the LockedLock-Up Shareholder shall notHolders may, without the prior written consent of Trilogy Parentthe other parties, such consent not to be unreasonably withheld Transfer any Equity Securities or delayed: (a) sell, assign, pledge, dispose of, or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable or exercisable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant Equity Securities to an Alignvest Additional Subscription Agreement)(collectively Affiliate of such Lock-Up Holder if such Transfer is not for value; provided, however, that in the “Specified Securities”); (b) enter into case of any swapTransfer described above, forward or other arrangement it shall be a condition to the Transfer that transfers all or a portion of the economic consequences associated with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers the transferee executes and delivers to wholly-owned affiliated entities of the undersigned parties hereto not later than one (so long as 1) Business Day prior to such affiliated entity remains an affiliate of the undersigned)Transfer, any family members of the undersigneda written agreement, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering of this Agreement and otherwise satisfactory in form and substance to the remainder parties hereto, (b) in the case of a Transfer pursuant to this clause, no filing under Section 16(a) of the period Exchange Act reporting a reduction in beneficial ownership of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over Equity Securities or acquisition transaction is not completed, any securities convertible into or exercisable or exchangeable for Equity Securities shall remain subject be required to be made during the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the LockedLock-Up Shareholder Period (as the same may sell up to 50% be extended as described above) and (c) no voluntary filing with the Commission or other public report, filing or announcement shall be made in respect of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Timesuch Transfer during this Lock-Up Period.

Lock-Up. 2.1 (a) Subject to Section 4.3(b), (i) in the completion case of Seller (and any Seller Affiliated Transferee, other than the Persons set forth on Schedule D, and Fidelity Investments Charitable Gift Fund), during the period commencing on the effective date of this Agreement and ending 180 days after such date (the “Seller Lock-Up Period”), and (ii) in the case of any of the ArrangementPersons set forth on Schedule D, during the Lockedperiod commencing on the effective date of this Agreement and ending on the second anniversary of such date (the “Management Lock-Up Shareholder shall notPeriod” and either the Seller Lock- Up Period or the Management Lock-Up Period, a “Lock-Up Period”), in each case, without the prior written consent of Trilogy Parentthe Company, each such consent Person shall not to be unreasonably withheld or delayed: (ai) sell, assignoffer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or transfer indirectly, establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, with respect to any equity securities shares of Trilogy Parent Common Stock, Warrants or any securities convertible into into, or exercisable, or exchangeable for equity securities for, shares of Trilogy Parent Common Stock owned by it, if any or (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless any Units, shares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, if any, whether any such arrangement transaction is to be settled by the delivery of securities of Trilogy Parent such securities, in cash or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or . (cb) or agree to do any of Notwithstanding the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24Section 4.3(a) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: operate to restrict any (ai) transfers Transfer by any Person (A) in the case of an individual, by gift to wholly-owned affiliated entities one of the undersigned members of the individual’s immediate family or to a trust (so long as provided, that the beneficiary of such affiliated entity remains trust is a member of one of the individual’s immediate family) or to an affiliate of such person, (B) in the undersigned)case of an individual, any family members by virtue of laws of descent and distribution upon death of the undersignedindividual, (C) in the case of an individual, pursuant to a qualified domestic relations order, (D) to the Company for no value for cancellation, (E) to any Seller Affiliated Transferee in accordance with this Agreement or (F) of Preferred Stock, (ii) in the case of Seller and any Seller Affiliated Transferee, distribution of any shares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, to limited partners, general partners, members, stockholders or other equityholders of such Person or to such Person’s affiliates or to any corporation, partnership, limited liability company, trust trust, business entity or investment fund, customer account or other entity owned controlled by or maintained for the benefit of the undersignedunder common control or management with such Person; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, that, in each the case of the foregoing clauses (ai) through and (cii), that any such transferee or pledgee shall first Person shall, if not a party hereto, within five (5) days of such Transfer, execute and deliver to the Company and the other parties hereto a lock-up agreement in substantially agreeing to be bound by the form hereof covering the remainder provisions of the period of time this Section 4.3 as if a party hereto; provided, further, that if such Specified Securities are Person is a Person set forth on Schedule D hereto, such Person shall be subject to the restrictions contained in this lockManagement Lock-up agreement; Up, (diii) Transfer by any member of management of the exercise of securities granted under the Management Incentive Plan Company to Fidelity Investments Charitable Gift Fund (if anyor an Affiliate thereof); or provided, that all such Transfers in the aggregate shall not exceed 120,000 shares of Common Stock, (eiv) transfers made pursuant to a bona fide third party take-over bid or similar transaction made to all holders of common Common Stock or any other acquisition transaction whereby all or substantially all of the Common Stock is acquired by a bona fide third party, or (v) making of bona fide pledges of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Trilogy Parent provided that Common Stock by such Person pursuant to foreign exchange swap agreements and custody agreements entered into by such Person in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementordinary course of business. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% (c) Any Transfer made in contravention of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on this Section 4.3 shall be null and after the date that is twelve (12) months after the Effective Timevoid.

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Each Specified Shareholder shall nothereby agrees that, without the prior written consent of Trilogy Parentthe Company, such consent not to be unreasonably withheld or delayed: (a) sellit will not, assign, pledge, dispose of, or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or during the period ending two years after the Effective Time (but expressly excluding the “Lock-Up Period”), (i) offer, pledge, sell, assign, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of its Shares or any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap, forward swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, property or otherwise (any action prohibited by the foregoing clauses (i) or (ii), a “Transfer”) except that a Specified Shareholder (x) 180 days or more following the Effective Time, may Transfer any of its Shares to (A) a person, other than a charity or a trust for the benefit of a charity, that is a Permitted Transferee (as defined in clauses (ii) or (iii) of the definition of “Permitted Transferee” in the LLC Agreement) or (B) a charity or a trust for the benefit of a charity solely controlled by such Specified Shareholder so long as during the Lock-Up Period such Specified Shareholder does not Transfer in aggregate pursuant to this clause (x)(B) more than 15% of the Shares it held at the Effective Time, (y) 180 days or more following the Effective Time, may pledge Shares to a lender solely in connection with a recourse loan to such Specified Shareholder so long as the aggregate principal amount of such recourse loan does not exceed 20% of the fair market value (determined at the time such recourse loan is made) of the Shares that such Specified Shareholder pledges as security for such recourse loan pursuant to this clause (y) and (z) may pledge Shares solely to the extent the pledge of such Shares is in substitution for and to the same Lender as a pledge by such Specified Shareholder prior to the Effective Time of all or a portion of its equity interest in the economic consequences associated Company or the predecessor entity of the Company, as applicable, and such prior pledge complied with Section 7.01(c)(iv) of the LLC Agreement; provided that each transferee pursuant to the foregoing clauses (x), (y) and (z) prior to such Transfer shall agree in writing in a form reasonably acceptable to the Company to be bound by this Section 4.01. In addition, each Specified Shareholder agrees that, without the prior written consent of the Company, it will not during the Lock-Up Period exercise any right available to it under Article V of this Agreement with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Specified Shareholder agrees to enter into a “lockup” agreement with the ownership underwriters of the Specified Securities (regardless of whether any such arrangement IPO for a term equal to the Lock-Up Period and that otherwise is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in same as this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementSection 4.01. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (a) sell, assign, pledge, dispose of, or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent WarrantsSubject to Section 1.8(b), or each Sponsor hereby agrees that such Sponsor shall not Transfer any rights associated therewith, in each case as held or acquired on or after Lock-up Shares until the Effective Time end of the Lock-up Period (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified SecuritiesLock-up”); . (b) enter into any swap, forward or other arrangement that transfers all or a portion of Notwithstanding the economic consequences associated with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoing, provisions set forth in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersignedSection 1.8(a), each Sponsor or its Permitted Transferees (as defined below) may Transfer the Lock-up Shares during the Lock-up Period (i) to (A) the Acquiror’s officers or directors, (B) any Affiliates or family members of the undersignedAcquiror’s officers or directors, or (C) any members or partners of Sponsor Holdco or their Affiliates, any Affiliates of Sponsor Holdco, or any company, trust or other entity owned by or maintained for the benefit employees of the undersignedsuch Affiliates; (bii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers occurring by operation of law or made in connection with transactions arising as a result the SPNV Forward Purchase Agreement; (vi) by virtue of the death or incapacitation laws of the undersignedState of Delaware or the Sponsor Holdco’s limited liability company agreement upon dissolution of the Sponsor Holdco; or (vii) in the event of the Acquiror’s liquidation, merger, capital stock exchange or other similar transaction which results in all of the Acquiror’s stockholders having the right to exchange their shares of Acquiror Common Stock for cash, securities or other property subsequent to the Closing Date; provided, that each transferee contemplated by clauses (i) through (vii) (each, a “Permitted Transferee”) must agree in writing to be bound by the Lock-up. (c) pledges The Lock-up shall supersede Section 7 of the Specified Securities Insider Letter, which Section 7 of the Insider Letter shall be of no further force or effect upon the beginning of the Lock-up Period. (d) Notwithstanding the provisions set forth in Section 1.8(a), if (A) at least 120 days have elapsed since the Closing Date and (B) the Lock-up Period is scheduled to end during a Blackout Period or within five Trading Days prior to a financial institution as security for bona fide indebtedness Blackout Period, the Lock-up Period shall end 10 Trading Days prior to the commencement of the undersignedBlackout Period (the “Blackout-Related Release”); provided that the Acquiror shall announce the date of the expected Blackout-Related Release through a major news service, providedor on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release; and provided further that the Blackout-Related Release shall not occur unless the Acquiror shall have publicly released its earnings results for the quarterly period during which the Closing occurred. For the avoidance of doubt, in each case no event shall the Lock-Up Period end earlier than 120 days after the Closing Date pursuant to the Blackout-Related Release. (e) Notwithstanding the provisions set forth in Section 1.8(a), if the last reported sale price of the foregoing common stock on the exchange on which the common stock is listed (athe “Closing Price”) through equals or exceeds $12.50 per share (cas adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) (the “Threshold Price”) for 20 out of any 30 consecutive Trading Days commencing at least 30 days after the Closing Date, including the last day of such 30 Trading Day period (any such 30 Trading Day period during which such condition is satisfied, the “Measurement Period”), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder then 33% of the period of time Sponsor’s Lock-Up Shares that such Specified Securities are subject to the restrictions contained in this lockLock-up agreement; (d) Up Period, which percentage shall be calculated based on the exercise number of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide takeLock-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain Up Shares subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the LockedLock-Up Shareholder may sell up Period as of the last day of the Measurement Period, will be automatically released from such restrictions (an “Early Lock-Up Expiration”) immediately prior to the opening of trading on the exchange on which the common stock is listed on the second Trading Day following the end of the Measurement Period (an “Early Lock-Up Expiration Date”); provided that if the Threshold Price equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for 20 Trading Days during any Measurement Period, then an additional 50% of the Trilogy Parent Common Sponsor’s Lock-Up Shares underlying will be automatically released from such restrictions pursuant to the Specified Securities terms set forth above (83% of the Lock-Up Shares in ordinary course arm’s length stock exchange transactions the aggregate); (f) Notwithstanding the provisions of Section 1.8(e), if, at the time of any Early Lock-Up Expiration Date, the Acquiror is in a Blackout Period, the actual date of such Early Lock-Up Expiration shall be delayed (the “Early Lock-Up Expiration Extension”) until immediately prior to the opening of trading on the second Trading Day (the “Extension Expiration Date”) following the first date (such first date, the “Extension Expiration Measurement Date”) that (i) the Acquiror is no longer in a Blackout Period under its ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and after (ii) the Closing Price on the Extension Expiration Measurement Date is at least greater than the Threshold Price; provided, further, that, in the case of any of an Early Lock-Up Expiration or an Early Lock-Up Expiration Extension, the Acquiror shall announce through a major news service, or on a Form 8-K, the Early Lock-Up Expiration and the Early Lock-Up Expiration Date, or the Early Lock-Up Expiration Extension and the Extension Expiration Date, as the case may be, at least one full Trading Day prior to the opening of trading on the Early Lock-Up Expiration Date or the Extension Expiration Date, as applicable. For the avoidance of doubt, in the event that this Section 1.8(f) conflicts with the foregoing provisions, the Sponsor will be entitled to the earliest release date that is twelve for the maximum number of Lock-Up Shares available. (12g) months after Notwithstanding anything to the Effective Timecontrary herein, to the extent the Board waives or repeals, or otherwise relaxes, any of the lock-up restrictions set forth in Section 7.12 of the Acquiror Bylaws (whether acting pursuant to Section 7.12(iii) of the Acquiror Bylaws or otherwise), the Lock-up shall be identically waived, repealed or relaxed, as applicable. (h) For purposes of this Agreement:

Lock-Up. 2.1 Subject Each of the Investors and their Permitted Transferees agrees to comply with the following provisions with respect to their Common Stock: (i) Until the earlier of (1) one year after the date hereof or earlier if, subsequent to the completion date hereof, the last sales price of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date hereof, or (2) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction that results in all of the ArrangementCompany’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such applicable period being the “Lock-Up Period”), the Locked-Up Shareholder holders of Registrable Securities shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (ax) sell, assignoffer to sell, contract or agree to sell, hypothecate, pledge, encumber, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants)indirectly, or any rights associated therewithestablish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, in each case as held or acquired on or after the Effective Time with respect to Registrable Securities, (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (by) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of any Registrable Securities, whether any such arrangement transaction is to be settled by the delivery of securities of Trilogy Parent Common Stock or Trilogy Subsidiaryother securities, securities of another personin cash or otherwise, cash and/or otherwise); or (cz) agree or publicly announce any intention to effect any transaction specified in the foregoing (x) or agree (y). (ii) Notwithstanding the foregoing paragraph (a), (w) each holder may transfer shares of Registrable Securities to do any a Permitted Transferee thereof prior to the expiration of the foregoing, Lock-Up Period if such Permitted Transferee agrees in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained writing for the benefit of the undersigned; Company to be bound by the transfer restrictions set forth in this Section 4(a), (bw) transfers occurring each holder may, to the extent permitted by operation applicable law, hypothecate, pledge or encumber Registrable Securities on or after the 6-month anniversary hereof and prior to the expiration of law or the Lock-Up Period, to secure borrowings used to pay taxes payable by such holder by reason of the receipt of the Per Company Unit Consideration in connection with transactions arising as a result the consummation of the death Transactions, (x) each holder may, to the extent permitted by applicable law, hypothecate, pledge or incapacitation encumber Registrable Securities prior to the expiration of the undersigned; Lock-Up Period, to secure borrowings used to make cash indemnification payments pursuant to the Merger Agreement, (cy) pledges each holder may transfer Registratible Securities to the Company in accordance with Sections 1.15(e) and 9.2(e) of the Specified Securities Merger Agreement and (z) each holder may transfer prior to the expiration of the Lock-Up Period up to a financial institution number of Registrable Securities (in the form of Common Stock), in aggregate, as security for bona fide indebtedness is equal to such holder’s pro rata portion of the undersigned, provided, in each case Lock-Up Liquidity Amount on the basis of the foregoing (a) through (c), that any amount of Registrable Securities owned by each such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions holder on and after the date that is twelve (12) months after the Effective Timehereof.

Lock-Up. 2.1 (a) Subject to the completion provisions of the Arrangementthis Agreement (including Section 7.02), the Lockedeach Investor (other than SACEF, which shall not be subject to any Lock-Up Shareholder Period) (each, a “Lock-Up Investor”) hereby agrees that during the Lock-Up Period applicable to such Lock-Up Investor’s Lock-Up Securities, it or he shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (ai) sell, assignoffer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or transfer indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of Exchange Act and the rules and regulations of the Commission promulgated thereunder, with respect to (A) Shares received by or issuable to such Lock-Up Investor pursuant to the Business Combination Agreement, (B) any outstanding Shares or any other equity securities security (including Shares issued or issuable upon the exercise of Trilogy Parent any other equity security) of the Company received by or issuable to such Lock-Up Investor in connection with the transactions contemplated by the Business Combination Agreement, (C) with respect to the Sponsor, the Private Placement Warrants or any Class A Shares issued, or issuable, upon conversion of the Private Placement Warrants, (D) any Shares (or any securities convertible into or exercisable or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or Shares) acquired on or by such Lock-Up Investor after the Effective Time Closing during the applicable Lock-Up Period, (but expressly excluding E) any securities acquired pursuant Put Shares held by the Founder Investors and (F) any other equity security of the Company issued or issuable with respect to an Alignvest Additional Subscription Agreement)(collectively any such Share by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Specified Lock-Up Securities”); (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of any of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent Lock-Up Securities, in cash or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (ciii) publicly announce any intention to effect any transaction specified in clause (i) or agree to do (ii) (any of the foregoingforegoing described in clauses (i), (ii) or (iii), a “Transfer”); provided that the foregoing shall not apply to (I) any Transfer of any Shares or other securities convertible into or exercisable or exchangeable for Shares acquired in each caseopen market transactions after the Closing, provided, however, that no such transaction is required to be, or is, publicly announced (whether on Form 4 or Form 5 (if applicable)) or otherwise, other than a required filing on Schedule ▇▇▇, ▇▇▇, ▇▇▇/▇, 13G or 13G/A) during the applicable Lock-Up Period , or (II) the entry, by such Lock-Up Investor, at any time after the Effective Time until Closing, of any trading plan providing for the date sale of Shares by such Lock-Up Investor, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, however, that such plan does not provide for, or permit, the sale of any Shares during the applicable Lock-Up Period and no public announcement or filing is twentyvoluntarily made or required regarding such plan during such Lock-four (24) months Up Period; provided further that the Company shall have the right, in its sole and absolute discretion, whether temporarily or permanently, to release all the Investors on the same terms from such Transfer restrictions or otherwise reduce the lockup restrictions at any time after the Effective TimeClosing. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of Each Lock-Up Investor (i) authorizes the death or incapacitation of Company during the undersigned; (c) pledges of the Specified Lock-Up Period applicable to such Lock-Up Investor’s Lock-Up Securities to a financial institution as security cause its transfer agent for bona fide indebtedness the Lock-Up Securities to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, such Lock-Up Securities for which such Lock-Up Investor is the record holder and, (ii) in the case of Lock-Up Securities for which such Lock-Up Investor is the undersignedbeneficial but not the record holder, providedagrees during the Lock-Up Period applicable to such Lock-Up Investor’s Lock-Up Securities to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, such Lock-Up Securities, in each case of clauses (i) and (ii), if such transfer would constitute a violation or breach of this Agreement. The Company agrees to instruct its transfer agent to remove any stop transfer restrictions on the foregoing (a) through share register and other records related to the Lock-Up Securities promptly upon the expiration of the applicable Lock-Up Period. If any Transfer is made or attempted contrary to the provisions of this Article VII, such purported Transfer shall be null and void ab initio. (c)) During the applicable Lock-Up Period, that each certificate evidencing any such transferee Lock-Up Securities shall be stamped or pledgee shall first execute otherwise imprinted with a lock-up agreement legend in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject following form, in addition to the restrictions contained in this lock-up agreement; any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS, COORDINATION AND PUT OPTION AGREEMENT, DATED AS OF AUGUST 23, 2021, BY AND AMONG RENEW ENERGY GLOBAL PLC (d) the exercise of securities granted under the Management Incentive Plan (if any“COMPANY”); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementTHE HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETO, AS AMENDED. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.”

Lock-Up. 2.1 Subject to The undersigned hereby covenants and agrees with the completion of the Arrangement, the Locked-Up Shareholder shall Company as follows: (a) The undersigned will not, without the prior written consent of Trilogy Parentthe Company (which consent may be withheld in the Company’s sole discretion), such consent not to be unreasonably withheld directly or delayed: (a) indirectly, sell, assigntransfer or otherwise dispose of all or any portion of the Securities or the shares of Common Stock issuable upon exercise of the Warrants (collectively, the “Warrant Shares”) or sell, offer, contract or grant any option to sell (including, without limitation, any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act with respect to the Securities or the Warrant Shares or otherwise dispose ofof any Securities or Warrant Shares (collectively, or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrantsthe “Restricted Shares”), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to publicly announce an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree intention to do any of the foregoing, in each case, at any time after the Effective Time until for a period commencing on the date hereof and continuing through the close of trading on December 31, 2016 (the “Lock-up Period”); provided, that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions restriction shall not apply to: to any transfer of Restricted Shares to (ai) transfers to Furniture Row, LLC (“Furniture Row”) and any wholly-owned affiliated entities subsidiary of Furniture Row, (ii) any person who owns a majority of the undersigned outstanding capital and voting interests of Furniture Row, (so long as such affiliated entity remains an affiliate iii) the spouse or lineal descendants of the undersignedany person described in clause (ii), (iv) any family members trust formed for the benefit of the undersigned, any person described in clause (ii) or any company, trust or other entity owned by or maintained for the benefit of the undersigned; spouse or lineal descendants of any person described in clause (bii), or (v) transfers occurring by operation of law corporations, limited liability companies, partnerships or other entity in connection with transactions arising as which Furniture Row or any person described in clauses (ii) and (iii) owns a result majority of the death or incapacitation of the undersignedcapital and voting interests (collectively, “Permitted Transferees”); (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c)further, that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject Permitted Transferee executes and delivers to the restrictions contained in this lock-up agreement; Company an agreement to be bound by the foregoing restrictions. (db) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject The undersigned agrees and consents to the restrictions contained entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Restricted Shares except in this lock-up agreementcompliance with the foregoing restrictions. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.

Lock-Up. 2.1 (a) Subject to the completion provisions of the Arrangementthis Agreement (including Section 7.02), the Lockedeach Investor (other than SACEF, which shall not be subject to any Lock-Up Shareholder Period) (each, a “Lock-Up Investor”) hereby agrees that during the Lock-Up Period applicable to such Lock-Up Investor’s Lock-Up Securities, it or he shall not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayed: (ai) sell, assignoffer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or transfer indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of Exchange Act and the rules and regulations of the Commission promulgated thereunder, with respect to (A) Shares received by or issuable to such Lock-Up Investor pursuant to the Business Combination Agreement, (B) any outstanding Shares or any other equity securities security (including Shares issued or issuable upon the exercise of Trilogy Parent any other equity security) of the Company received by or issuable to such Lock-Up Investor in connection with the transactions contemplated by the Business Combination Agreement, (C) with respect to the Sponsor, the Private Placement Warrants or any Class A Shares issued, or issuable, upon conversion of the Private Placement Warrants, (D) any Shares (or any securities convertible into or exercisable or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or Shares) acquired on or by such Lock-Up Investor after the Effective Time Closing during the applicable Lock-Up Period, [(but expressly excluding E) any securities acquired pursuant Put Shares held by the Founder Investors]1 and (F) any other equity security of the Company issued or issuable with respect to an Alignvest Additional Subscription Agreement)(collectively any such Share by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “Specified Lock-Up Securities”); (bii) enter into any swap, forward swap or other arrangement that transfers all to another, in whole or a portion in part, any of the economic consequences associated with the of ownership of any of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent Lock-Up Securities, in cash or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (ciii) publicly announce any intention to effect any transaction specified in clause (i) or agree to do (ii) (any of the foregoingforegoing described in clauses (i), (ii) or (iii), a “Transfer”); provided that the foregoing shall not apply to (I) any Transfer of any Shares or other securities convertible into or exercisable or exchangeable for Shares acquired in each caseopen market transactions after the Closing, provided, however, that no such transaction is required to be, or is, publicly announced (whether on Form 4 or Form 5 (if applicable)) or otherwise, other than a required filing on Schedule ▇▇▇, ▇▇▇, ▇▇▇/▇, 13G or 13G/A) during the applicable Lock-Up Period , or (II) the entry, by such Lock-Up Investor, at any time after the Effective Time until Closing, of any trading plan providing for the date sale of Shares by such Lock-Up Investor, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, however, that such plan does not provide for, or permit, the sale of any Shares during the applicable Lock-Up Period and no public announcement or filing is twentyvoluntarily made or required regarding such plan during such Lock-four (24) months Up Period; provided further that the Company shall have the right, in its sole and absolute discretion, whether temporarily or permanently, to release all the Investors on the same terms from such Transfer restrictions or otherwise reduce the lockup restrictions at any time after the Effective TimeClosing. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of Each Lock-Up Investor (i) authorizes the death or incapacitation of Company during the undersigned; (c) pledges of the Specified Lock-Up Period applicable to such Lock-Up Investor’s Lock-Up Securities to a financial institution as security cause its transfer agent for bona fide indebtedness the Lock-Up Securities to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, such Lock-Up Securities for which such Lock-Up Investor is the record holder and, (ii) in the case of Lock-Up Securities for which such Lock-Up Investor is the undersignedbeneficial but not the record holder, providedagrees during the Lock-Up Period applicable to such Lock-Up Investor’s Lock-Up Securities to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, such Lock-Up Securities, in each case of the foregoing clauses (ai) through and (cii), that if such transfer would constitute a violation or breach of this Agreement. The Company agrees to instruct its transfer agent to remove any stop transfer restrictions on the share register and other records related to the Lock-Up Securities promptly upon the expiration of the applicable Lock-Up Period. If any Transfer is made or attempted contrary to the provisions of this Article VII, such transferee or pledgee purported Transfer shall first execute a be null and void ab initio. 1 Note to Draft: To be deleted subject to confirmation of appropriate lock-up agreement provisions in the Renew India articles. (c) During the applicable Lock-Up Period, each certificate evidencing any Lock-Up Securities shall be stamped or otherwise imprinted with a legend in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject following form, in addition to the restrictions contained in this lock-up agreement; any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS, COORDINATION AND PUT OPTION AGREEMENT, DATED AS OF [ ], 2021, BY AND AMONG RENEW ENERGY GLOBAL PLC (d) the exercise of securities granted under the Management Incentive Plan (if any“COMPANY”); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreementTHE HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETO, AS AMENDED. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Time.”

Lock-Up. 2.1 Subject to the completion of the Arrangement, the Locked-Up Shareholder hereby undertakes with Gold Flora and Newco that, from the Effective Date, the common shares of Newco (or any successor thereof) acquired by the Shareholder as a result of the Arrangement (the "Newco Shares"), and other securities convertible into, exchangeable for or exercisable to acquire common shares of Newco (or any successor thereof), directly or indirectly (together with Newco Shares, the "Newco Securities"), shall not, without be subject to the prior written consent restrictions on Transfer set out in this Section 2.3. Until the earlier of Trilogy Parent, such consent not (x) the date that any company with United States cannabis operations (specifically operations that handle Tetrahydrocannabinol) is permitted to be unreasonably withheld listed on any senior United States stock exchange, namely any tier of the NYSE or delayed: Nasdaq, and (ay) the date that such Newco Securities have been released in accordance with Schedule "B" attached to this Agreement, the Shareholder agrees that it will not sell, transfer, gift, assign, grant a participation interest in, convey, pledge, hypothecate, grant a security interest in, encumber, option or otherwise dispose ofof any right or interest in, or transfer enter into any equity securities forward sale, repurchase agreement, option or other arrangement or monetization transaction with respect to, any of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants)its Newco Securities, or any rights associated therewithright or interest therein (legal or equitable) to any person or group of persons, in each case as held or acquired on tender any of the Newco Securities to a takeover bid or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swapagreement, forward arrangement, commitment or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiaryunderstanding in connection therewith, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoingforegoing with respect to the Newco Securities (each, in each casea "Transfer"), at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: other than (a) transfers any exercise, settlement or conversion, as applicable, of options, restricted share units, performance share units, deferred share units or warrants in accordance with their terms, provided that the Newco Shares issuable upon any such exercise, settlement or conversion, as applicable, are also subject to wholly-owned affiliated entities this Section 2.3, (b) with the prior written consent of the undersigned Newco, (so long as such affiliated entity remains an affiliate of the undersigned)c) to one or more corporations, any family members of the undersignedtrusts, or any company, trust RRSP accounts or other entity directly or indirectly owned by or maintained for controlled by, or under common control with, the benefit of the undersigned; Shareholder, provided that (bi) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; (c) pledges of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such Transfer will not relieve the Shareholder of or from its obligations under this Agreement, (ii) prompt written notice of such Transfer is provided to Newco; and (iii) the transferee continues to be an entity or pledgee shall first execute a lock-up agreement in substantially corporation directly or indirectly owned or controlled by the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; Shareholder at all times, or (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares Newco Shares, arrangement, merger, amalgamation or other business combination or similar transaction in which other holders of Trilogy Parent Newco Shares are entitled to participate and that is approved or supported by the board of directors of Newco, provided that in the event the take-over or acquisition that such transaction is not completed, any securities the Newco Securities subject to this Agreement shall remain subject to this Agreement. Notwithstanding anything to the contrary herein, the restrictions contained set out in this lock-up agreement. Section 2.3 Notwithstanding shall not apply to the foregoingShareholder if such party is not a director, the Locked-Up Shareholder may sell up to 50% officer or employee of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve Newco (12or any successor thereof) months after or its affiliates immediately following the Effective Time. For clarity, where the Shareholder is a director, officer or employee of Newco (or any successor thereof) or its affiliates immediately following the Effective Time, the restrictions in this Section 2.3 shall continue to apply to the Shareholder even if the Shareholder ceases to be a director, officer or employee of Newco (or any successor thereof) or any of its affiliates at a later date.

Lock-Up. 2.1 Subject The Company undertakes to the completion each of the Arrangement, Banks that during a period of 180 days from the Locked-Up Shareholder shall date of Admission that it will not, without the prior written consent of Trilogy Parent, such consent not to be unreasonably withheld or delayedthe Banks: (a) undertake any consolidation or sub-division of its share capital or any capitalisation issue, or (b) directly or indirectly, allot, offer, issue, lend, sell, assignpledge or contract to sell or issue, pledgeissue or sell options or warrants in respect of, or otherwise dispose of, directly or transfer indirectly, or announce an offering or issue of, any equity Ordinary Shares (or any interest therein or in respect thereof) or any other securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants)or convertible into, or substantially similar to, Ordinary Shares (including, without limitation, any rights associated therewith, in each case as held Warrants) or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated transaction with the ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiarysame economic effect as, securities of another person, cash and/or otherwise); or (c) or agree to do do, any of the foregoing, in each case, at any time after save that the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing above restrictions shall not apply to: in respect of the issue of New Shares: (a) transfers pursuant to the Offer; (b) in connection with an Acquisition; (c) upon conversion of the Founder Shares; or (d) to satisfy the exercise of Warrants by holders thereof. 2.2 Each of the Directors, each of the Founder Entities and each of the Founders severally undertake to each of the Banks that, during the period commencing on the date of this Agreement and ending on the earlier of (i) the 365th day following the completion of an Acquisition by the Company and (ii) the passing of a resolution to voluntarily wind up the Company for failure to complete an Acquisition (the Lock-up Period), he will not and shall procure that no Affiliate of his shall, without the prior written consent of each of the Banks, directly or indirectly, offer, allot, issue, lend, mortgage, assign, charge, pledge, sell, distribute, or contract to sell or issue, issue or sell options or warrants in respect of, or otherwise dispose of, directly or indirectly, or announce an offering or issue of, any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares (including, without limitation, any Warrants or Founder Shares) or otherwise enter into any transaction (including any derivative transaction) with the same economic effect as, or agree to do, or announce publicly any intention to enter into any transaction to carry out, any of the foregoing, except that this undertaking will not apply to or prohibit a Director, a Founder Entity or a Founder from effecting: (a) a transfer by way of gift or for estate planning purposes to a member of the transferor’s Close Relatives or to a trust (including to any direct or indirect wholly-owned affiliated entities subsidiary of such trust) the sole beneficiaries of which are the transferor, one or more of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; transferor’s Close Relatives and/or a recognised charitable organisation; (b) transfers occurring by operation a transfer to any of law the Directors; (c) a transfer to an Affiliate of a Founder or a Founder Entity or a member of a Founder Entity or a direct or indirect holder of an equity or partnership interest in a Founder Entity or an employee of an Affiliate of a Founder Entity; (d) a transfer between and among any of the Founders and/or any of the Founder Entities (including between and among any Affiliate of a Founder or a Founder Entity or member of a Founder Entity or direct or indirect holder of an equity or partnership interest in a Founder Entity or an employee of an Affiliate of a Founder Entity); (e) a transfer to any direct or indirect subsidiary of the Company, a target company or shareholders of a target company, in connection with transactions arising as an Acquisition; (f) a result transfer of any Ordinary Shares and/or Warrants acquired by a Founder or Director after the death date of Admission in any open-market transaction; (g) the acceptance of, or incapacitation provision of the undersigned; an irrevocable commitment or undertaking to accept (c) pledges without any further agreement to transfer or dispose of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (cany Ordinary Shares or interest therein), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction general offer made to all holders of common shares issued and allotted Ordinary Shares for the time being on terms which treat all such holders alike; (h) following completion of Trilogy Parent an Acquisition: (i) a transfer to satisfy any tax liabilities incurred as a direct result of the completion of an Acquisition, the exercise of any Warrants or the receipt from the Company of scrip dividends on the Ordinary Shares; or (ii) a transfer by way of gift of up to 10 per cent. of the transferor’s interest in Ordinary Shares to a recognised charitable organisation, provided that that: (i) in the event case of each of 2.2 (a) to 2.2(f) (inclusive) the takerelevant transferee enters into a lock up agreement for the remainder of the Lock-over or acquisition transaction is not completedup Period on terms identical to those set out in this paragraph 2.2; and (j) each Director and each Founder severally undertakes to each of the Banks and the Company that any transfer by it in accordance with this paragraph 2.2 shall, any securities shall remain subject to the restrictions contained extent permitted by relevant law or regulation, be notified in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up writing to 50% each of the Trilogy Parent Common Shares underlying Banks and the Specified Securities in ordinary course arm’s length stock exchange transactions on and Company no later than five Business Days after the date that is twelve (12) months after entry into of any agreement relating to the Effective Timesame.

Lock-Up. 2.1 Subject Each Investor hereby agrees that with respect to the completion following portions of the ArrangementRegistrable Shares and for the corresponding periods following the date of this Agreement, the Locked-Up Shareholder shall Investor will not, without the prior written consent of Trilogy Parentthe Company, such consent directly or indirectly: (i) issue, offer, agree to offer to sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any Registrable Shares (whether pursuant to Rule 144 of the General Rules and Regulations under the Securities Act of 1933, as amended, or otherwise) or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Registrable Shares: (a) With respect to 10% of the Registrable Shares, for a period of twelve months; (b) With respect to 40% of the Registrable Shares, for a period of eighteen months; and (c) With respect to 50% of the Registrable Shares, for a period of twenty four months. Notwithstanding the foregoing, if applicable to the Investor, this PARAGRAPH 3 shall not to be unreasonably withheld or delayedprohibit: (a) sell, assign, pledge, dispose of, a bona fide gift or transfer any equity securities gifts of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with Registrable Units, provided that the ownership Investor provides written notice of such gifts to the Specified Securities (regardless of whether any such arrangement is Company and the donee or donees thereof agree in writing to be settled bound by the delivery terms and conditions of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); or (c) or agree to do any of the foregoing, in each case, at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersignedthis Agreement; (b) transfers occurring by operation of law or in connection with transactions arising as a result upon the death of the death Investor to his executors, administrators, testamentary trustees, legatees or incapacitation of the undersigned; beneficiaries and (c) pledges of transfers made by the Specified Securities Investor to a financial institution as security for bona fide indebtedness trust or custodianship, the beneficiaries of which include the undersignedInvestor, provided, in each case of his spouse or descendants (biological or adoptive); provided that the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement transferees agree in substantially writing to be bound by the form hereof covering the remainder terms and conditions of the period this Agreement. In furtherance of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Locked-Up Shareholder may sell up Company and its transfer agent are hereby authorized to 50% decline to make any transfer of the Trilogy Parent Common Registrable Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Timeif such transfer would, or could be reasonably expected to, constitute a violation or breach of this Agreement.

Lock-Up. 2.1 Subject (a) During the period commencing on the Closing Date and ending, subject to Section 3.1(b), on the completion of the Arrangementtwo-year anniversary thereof (such period, the Locked“Lock-Up Shareholder shall notPeriod”), no Stockholder shall, without the prior written consent of Trilogy Parenta majority of the directors on the Board of Directors that are not affiliated with, such consent or were not to be unreasonably withheld appointed by, any Stockholder (the “Requisite Board Consent”), directly or delayed: indirectly, (ai) sellother than Permitted Transfers, assignoffer, pledge, dispose encumber, hypothecate, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any equity securities of Trilogy Parent or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrantsthe disposition of any ownership interest in any entity to accomplish such disposition) (any such act, a “Transfer”), any shares of Common Stock, Voting Securities or Derivative Securities (collectively, the “Covered Securities”), or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (bii) enter into any swapswap or any other agreement or any transaction that transfers, forward in whole or other arrangement that transfers all in part, directly or a portion of indirectly, the economic consequences associated with the consequence of ownership of the Specified Securities (regardless of Covered Securities, whether any such arrangement swap or transaction is to be settled by the delivery of securities Common Stock or other securities, in cash or otherwise (“Derivative Transfers”), except for Derivative Transfers by any Stockholder to (A) an Immediate Family Member of Trilogy Parent such Stockholder, (B) a trust for the benefit of such Stockholder or Trilogy Subsidiaryone or more of such Stockholder’s Immediate Family Members, securities (C) an Affiliate of such Stockholder, or (D) another Stockholder or an Affiliate of another personStockholder. (b) Notwithstanding Section 3.1(a), cash and/or otherwiseand subject to the limitations and conditions below (including Section 3.1(c)), each Stockholder may, without the Requisite Board Consent: (i) during the period commencing on the one-year anniversary of the Closing Date and ending on the two-year anniversary of the Closing Date (such period, the “Limited-Transfer Lock-Up Period”), Transfer Covered Securities; provided, that, immediately prior to such Transfer, the 30-Day VWAP Per Share exceeds $7.50; and provided further, that in no event may the aggregate Covered Securities Transferred by such Stockholder pursuant to this Section 3.1(b)(i), together with all Covered Securities Transferred by such Stockholder pursuant to Section 3.1(b)(ii)(A), exceed such Stockholder’s Limited-Transfer Cap; (ii) Transfer Covered Securities, A. during the Limited-Transfer Lock-Up Period, provided, that, immediately prior to such Transfer, the 30-Day VWAP Per Share exceeds $10.00; B. at any time pursuant to the exercise of such Stockholder’s Piggyback Rights set forth in Section 4.1(a); or (c) or agree to do any of the foregoing, in each case, or C. at any time after the Effective Time until the date that is twenty-four (24) months after the Effective Time. 2.2 The foregoing restrictions shall not apply to: (a) transfers to wholly-owned affiliated entities expiration of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or in connection with transactions arising as a result of the death or incapacitation of the undersigned; Lock-Up Period; (c) pledges Notwithstanding anything to the contrary contained herein, no Stockholder may Transfer any Covered Security unless (i) such Transfer is pursuant to an effective registration statement under the Securities Act and registered under any applicable state or foreign securities laws, (ii) such Transfer is pursuant to, and in accordance with, Rule 144 or (iii) such Transfer is pursuant to an exemption from registration under the Securities Act; provided, that immediately after the consummation of such Transfer, such transferee is not, to the knowledge of such Stockholder (after reasonable inquiry), a 5% shareholder of Parent within the meaning of Section 382(k)(7) of the Specified Securities to a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a lock-up agreement in substantially the form hereof covering the remainder of the period of time that such Specified Securities are subject to the restrictions contained in this lock-up agreement; Code. (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid or similar transaction made to all holders of common shares of Trilogy Parent provided that in the event the take-over or acquisition transaction is not completed, any securities shall remain subject Each Stockholder agrees and consents to the restrictions contained in this lockentry of stop-up agreement. 2.3 Notwithstanding transfer instructions with Parent’s transfer agent and registrar against the foregoing, the Locked-Up Shareholder may sell up to 50% transfer of the Trilogy Parent Common Shares underlying Covered Securities except in compliance with the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Timeforegoing restrictions.

Lock-Up. 2.1 Subject During the period commencing on the earlier to occur of October 31, 2021 and the completion of Closing Date and continuing for 90 days thereafter (the Arrangement“Lock-Up Period”), the Locked-Up Shareholder Holder shall not, without with respect to any shares of Parent Common Stock that are Beneficially Owned by the prior written consent Holder as of Trilogy Parentthe commencement of the Lock-Up Period (such shares of Parent Common Stock, such consent not to be unreasonably withheld or delayed: the “Lock-Up Shares”), (a) offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase, give, assign, hypothecate, pledge, encumber, grant a security interest in, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose ofof (including through any hedging or other similar transaction) any economic, voting or other rights in or to the Lock-Up Shares, or otherwise transfer any equity securities or dispose of Trilogy Parent the Lock-Up Shares, directly or securities convertible into or exchangeable for equity securities of Trilogy Parent (including Trilogy Parent Shares and Trilogy Parent Warrants)indirectly, or any rights associated therewith, in each case as held or acquired on or after the Effective Time (but expressly excluding any securities acquired pursuant to an Alignvest Additional Subscription Agreement)(collectively the “Specified Securities”); (b) enter into any swap, forward swap or other arrangement agreement that transfers all transfers, in whole or a portion in part, any of the economic consequences associated with the of ownership of the Specified Securities (regardless of whether any such arrangement is to be settled by the delivery of securities of Trilogy Parent or Trilogy Subsidiary, securities of another person, cash and/or otherwise); Lock-Up Shares or (c) request that the Company file a registration statement for, or agree to do otherwise register, the resale of the Lock-Up Shares under the Securities Act or engage in an underwritten offering thereof (any of such transaction described in clause (a), (b) or (c) above, a “Lock-Up Share Transfer”). Notwithstanding the foregoing, the restrictions set forth in each casethis Section 4.2 shall not apply to (i) any Lock-Up Share Transfer to one or more Affiliates of the Holder (A) who is a party to an agreement with Parent with substantially similar terms as this Section 4.2 or (B) if, at as a condition to such Lock-Up Share Transfer, the recipient agrees in writing to be bound by this Section 4.2 and delivers a copy of such executed written agreement to Parent prior to the consummation of such transfer, (ii) any time Lock-Up Share Transfer with the prior written consent of Parent obtained after the Effective Time until (which consent may be granted or withheld by Parent in its sole discretion), (iii) any Lock-Up Share Transfer made in connection with any tender offer, exchange offer, merger, consolidation or other similar transaction approved or recommended by the date that is twenty-four Parent Board (24) months after as constituted following the Effective Time. 2.2 The foregoing restrictions shall not apply to: ) or a committee thereof, (aiv) transfers to whollyany Lock-owned affiliated entities of the undersigned (so long as such affiliated entity remains an affiliate of the undersigned), any family members of the undersigned, Up Share Transfer by will or any company, trust or other entity owned by or maintained for the benefit of the undersigned; (b) transfers occurring by operation of law or other transfers for estate-planning purposes, in connection with transactions arising as a result which case this Agreement shall bind the transferee or (v) any Lock-Up Share Transfer or series of Lock-Up Shares Transfers where the aggregate number of Lock-Up Shares transferred during the Lock-Up Period does not exceed 10.0% of the death Lock-Up Shares [less any Covered Shares Transferred as permitted by Section 2.1(b)(iii)], or incapacitation of if Parent or the undersigned; (c) pledges of the Specified Securities to Company enter into a financial institution as security for bona fide indebtedness of the undersigned, provided, in each case of the foregoing (a) through (c), that any such transferee or pledgee shall first execute a similar lock-up agreement in substantially with any other person set forth on Exhibit B hereto (or their Affiliates, successors or assigns) permitting such shareholder to dispose of a greater percentage of its shares of Parent Common Stock during the form hereof covering the remainder Lock-Up Period, Holder shall be permitted to dispose of such greater percentage of its Lock-Up Shares. In connection with any Lock-Up Share Transfer pursuant to clause (i) of the period of time immediately preceding sentence, Parent agrees to not take any action that would cause such Specified Securities are Lock-Up Share Transfer to be subject to the restrictions contained in this lockrequirements imposed by any “fair price,” “moratorium,” “control share acquisition,” “business combination” or any other anti-up agreement; (d) the exercise of securities granted under the Management Incentive Plan (if any); or (e) transfers made pursuant to a bona fide take-over bid takeover statute or similar transaction made statute enacted under any applicable Legal Requirement (“Takeover Laws”), and, at the request of the Holder, will take all reasonable steps within its control to all holders of common shares of Trilogy Parent provided that in exempt (or ensure the event the take-over or acquisition transaction is not completed, any securities shall remain subject to the restrictions contained in this lock-up agreement. 2.3 Notwithstanding the foregoing, the Lockedcontinued exemption of) such Lock-Up Shareholder may sell up Share Transfer from the Takeover Laws of any jurisdiction that purport to 50% of the Trilogy Parent Common Shares underlying the Specified Securities in ordinary course arm’s length stock exchange transactions on and after the date that is twelve (12) months after the Effective Timeapply to such transaction.]