SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D*

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d‑1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Trilogy International Partners Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

89621T108

(CUSIP Number)

Gregg S. Lerner, Esq.

Joel I. Frank, Esq.

Friedman Kaplan Seiler & Adelman LLP

7 Times Square

New York, NY 10036-6516

(212) 833-1110

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

December 30, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e), 13d‑1(f) or 13d-1(g), check the following box:  ☐

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.
89621T108 Page 2 of 10 Pages

1	NAMES OF REPORTING PERSONS
	Alignvest Management Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			3,739,0351
		8	SHARED VOTING POWER
			6,346,056
		9	SOLE DISPOSITIVE POWER
			1,856,5942
		10	SHARED DISPOSITIVE POWER
			8,228,4973
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,085,0911
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.5%4
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

¹ Includes 404,547 Common Shares issuable upon exercise of outstanding warrants held by Reporting Person.

2 Includes 270,067 Common Shares issuable upon exercise of outstanding warrants held by Reporting Person.

3 Includes 134,480 Common Shares issuable upon exercise of outstanding warrants held by Reporting Person.

4 Based on (x) 87,502,189 currently outstanding Common Shares and (y) 404,547 Common Shares issuable upon exercise of outstanding warrants held by the Reporting Person.

Page 2 of 10 Pages

SCHEDULE 13D

CUSIP No.
89621T108 Page 3 of 10 Pages

1	NAMES OF REPORTING PERSONS
	Alignvest AQX LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,395,056
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,395,056
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,395,056
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.9%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

¹ Based on 87,502,189 currently outstanding Common Shares.

Page 3 of 10 Pages

SCHEDULE 13D

CUSIP No.
89621T108 Page 4 of 10 Pages

1	NAMES OF REPORTING PERSONS
	2565546 Ontario Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,395,056
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,395,056
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,395,056
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.9%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

¹ Based on 87,502,189 currently outstanding Common Shares.

Page 4 of 10 Pages

SCHEDULE 13D

CUSIP No.
89621T108 Page 5 of 10 Pages

1	NAMES OF REPORTING PERSONS
	Alignvest Partners Master Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,951,000
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,951,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,951,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.4%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

¹ Based on 87,502,189 currently outstanding Common Shares.

Page 5 of 10 Pages

SCHEDULE 13D

CUSIP No.
89621T108 Page 6 of 10 Pages

1	NAMES OF REPORTING PERSONS
	Alignvest Partners Master Fund GP Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,951,000
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,951,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,951,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.4%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

¹ Based on 87,502,189 currently outstanding Common Shares.

Page 6 of 10 Pages

The following reporting persons (collectively, the “Reporting Persons”) (i) Alignvest Management Corporation, a corporation organized under the laws of Ontario, Canada (“AMC”), (ii) Alignvest Partners Master Fund LP, a Cayman Islands exempted limited partnership (“APMFLP”), (iii) Alignvest Partners Master Fund GP Inc., a Cayman Islands exempted company (“APMFGP”) which is the general partner of APMFLP and is a wholly-owned subsidiary of AMC, (iv) Alignvest AQX LP, a limited partnership organized under the laws of Ontario, Canada (“AAQXLP”), and (v) 2565546 Ontario Inc., a corporation organized under the laws of Ontario, Canada (“2565546 Ontario”) which is the general partner of AAQXLP and is a wholly-owned subsidiary of AMC hereby amend and supplement the Schedule 13D originally filed with the Securities and Exchange Commission on February 17, 2017.

This Schedule 13D relates to the common shares, without par value (the “Common Shares”), of Trilogy International Partners Inc., a corporation continued under the laws of British Columbia, Canada (the “ Issuer”), with its principal executive offices located at 105 108^th Avenue NE, Suite 400, Bellevue Washington 98004.

Item 2. Identity and Background

Item 2(a) of the Schedule is hereby amended by deleting the existing text of the first full paragraph thereof and inserting the following text in its stead:

“(a) This Schedule 13D is being filed jointly on behalf of the following reporting persons (collectively, the “Reporting Persons”) (i)  Alignvest Management Corporation, a corporation organized under the laws of Ontario, Canada (“AMC”), (ii) Alignvest Partners Master Fund LP, a Cayman Islands exempted limited partnership (“APMFLP”), (iii) Alignvest Partners Master Fund GP Inc., a Cayman Islands exempted company (“APMFGP”) which is the general partner of APMFLP and is a wholly-owned subsidiary of AMC, (iv) Alignvest AQX LP, a limited partnership organized under the laws of Ontario, Canada (“AAQXLP”), and (v) 2565546 Ontario Inc., a corporation organized under the laws of Ontario, Canada (“2565546 Ontario”) which is the general partner of AAQXLP and is a wholly-owned subsidiary of AMC.”

Items 2(b) and (c) of the Schedule are hereby amended by deleting the existing text thereof and inserting the following text in their stead:

“(b) The business address of AMC is Suite 7050, 100 King Street West, First Canadian Place, Toronto, Ontario, Canada M5X 1C7.  The business address of each of APMFLP and APMFGP is Ugland House, Grand Cayman, Cayman Islands, KY1-1104. The business address of each of AAQXLP and 2565546 Ontario is Suite 7050, 100 King Street West, First Canadian Place, Toronto, Ontario, Canada M5X 1C7.

  (c) The principal business of AMC is asset management.  The principal business of APMFLP is to pursue investments for its partners’ capital.  The principal business of APMFGP is acting as general partner of APMFLP. The principal business of AAQXLP is to hold a portion of AMC’s investment in the Common Shares. The principal business of 2565546 Ontario is acting as general partner of AAQXLP .”

Item 2(f) of the Schedule is hereby amended by deleting the existing text of the first full paragraph thereof and inserting the following text in its stead:

“(f) AMC is a corporation organized under the laws of Ontario, Canada.  APMFLP is a Cayman Islands exempted limited partnership.  APMFGP is a Cayman Islands exempted company. AAQXLP is a limited partnership organized under the laws of Ontario, Canada. 2565546 Ontario is a corporation organized under the laws of Ontario, Canada”

Item 2(f) of the Schedule is hereby amended by inserting the following text as the last paragraph thereof:

“Schedule A is supplemented by adding the following information concerning the directors, executive officers and control persons of (i) AAQXLP and (ii) 2565546 Ontario:

Page 7 of 10 Pages

AAQXLP- No directors or officers.

2565546 Ontario- Reza Satchu and Sanjil Shah are the sole directors and officers. Reference is made to Schedule A, as previously filed, for further information as to Messrs. Satchu and Shah.”

Item 5. Interest in Securities of the Issuer

Items 5 (a) and (b) of the Schedule are hereby amended by deleting the existing text thereof and inserting the following text in their stead:

(a) and (b) As a result of the consummation of the Arrangement and the relationships described herein, (i) AMC beneficially owns and has (x) sole voting power over 3,739,035 Common Shares (which includes 404,547 warrants for Common Shares) and (y) sole investment power over 1,856,594 Common Shares (which includes 270,067 warrants for Common Shares), may be deemed to share investment power over 1,882,441 shares (including 134,480 warrants for Common Shares) held by AMC for the benefit of certain AMC employees and other individuals, each of whom has a contractual right to demand, with respect to Common Shares in which he or she has a beneficial ownership interest, that AMC convey or transfer such Common Shares according to his or her direction, and may be deemed to share voting and investment power over (1) 2,951,000 Common Shares held by APMFLP and (2) 3,395,056 Common Shares held by AAQXLP, for a total of 10,085,091 Common Shares, representing 11.5% of the issued and outstanding Common Shares after adding to the 87,502,189 outstanding Common Shares the 404,547 Common Shares issuable upon exercise of the 404,547 warrants held by AMC; (ii) APMFLP holds 2,951,000 Common Shares (held by APMFLP for the benefit of its limited partners, each of whom has a contractual right to demand, with respect to Common Shares in which he or she has a beneficial ownership interest, that APMFLP convey or transfer such Common Shares according to his or her direction), and APMFLP, APMFGP and AMC may be deemed to have shared voting and investment power over these shares, representing 3.4% of outstanding Common Shares; and (iii) AAQXLP holds 3,395,056 Common Shares, and AAQXLP, 2565546 Ontario and AMC may be deemed to have shared voting and investment power over those shares, representing 3.9% of the outstanding Common Shares. A Joint Filing Agreement among the Reporting Persons is attached as Exhibit 1 hereto.  As a result of the existing relationships described under Item 2 and the transactions described in Item 3, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act.  However, neither the filing of this Schedule 13D nor anything contained herein shall be construed as an admission that all or any of the Reporting Persons constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act.  Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning it contained herein, but is not responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.  Each of the Reporting Persons expressly disclaims beneficial ownership of securities held by any person or entity other than, to the extent of any pecuniary interest therein, the various accounts under such Reporting Person’s management and control.”

Item 5 (c) of the Schedule is hereby amended by deleting the existing text thereof and inserting the following text in its stead:

“(c) The information set forth in Item 3 is incorporated by reference into this Item 5.

Except as set forth or incorporated by reference into this Item 5(c) or set forth in Schedule A hereto, the Reporting Persons have not effected any transactions in the class of securities reported on herein during the past 60 days.”

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule is hereby amended by inserting the following as the two penultimate paragraphs thereof:

“AMC  has an arrangement with certain AMC employees and other individuals, each of whom has a contractual right to demand, with respect to Common Shares in which he or she has a beneficial ownership interest, that AMC convey or transfer such Common Shares according to his or her direction. APMFLP has an arrangement with its limited partners, each of whom has a contractual right to demand, with respect to Common Shares in which he or she has a beneficial ownership interest, that APMFLP convey or transfer such Common Shares according to his or her direction. The information set forth in Items 5(a) and (b) with regards to these arrangements is incorporated by reference into this Item 6.

Page 8 of 10 Pages

On December 31, 2021, the Issuer and its minority partner Tesbrit BV, issued a press release (the “Press Release”), which is filed as Exhibit 7 hereto, and incorporated by reference into this Item 6, announcing that they have entered into a definitive agreement to sell 100% of their equity in Two Degrees Group Limited, the Issuer’s New Zealand subsidiary, to Voyage Digital (NZ) Limited (the “Sale Transaction”). The Sale Transaction is subject to required regulatory approvals and the approval of the Issuer’s shareholders.  Each of AMC, APMFLP and AAQXLP  entered into a voting and support agreement (the “Support Agreements”) agreeing to vote AMC’s, APMFLP’s and AAQXLP’s respective Common Shares in favor of the Sale Transaction.

The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 8, 9 and 10 hereto, and incorporated by reference into this Item 6.”

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule is hereby amended by adding the following as Exhibits thereto:

“1. Joint Filing Agreement

 7. Press Release, dated December 31, 2021, of Trilogy International Partners Inc., incorporated by reference to Exhibit 99.1 to the Issuer’s Form 6-K filed on January 3, 2022 (https://www.sec.gov/Archives/edgar/data/1689382/000165495422000002/trl_ex991.htm)

8.  Voting and Support Agreement, dated December 31, 2021, between Alignvest Management Corporation and Voyage Digital (NZ) Limited

9.  Voting and Support Agreement, dated December 30, 2021, between Alignvest Partners Master Fund LP and Voyage Digital (NZ) Limited

10.  Voting and Support Agreement, dated December 31, 2021, between Alignvest AQX LP and Voyage Digital (NZ) Limited”

Page 9 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  January 12, 2022
	ALIGNVEST MANAGEMENT CORPORATION
	/s/ Reza Satchu
	Name:	Reza Satchu
	Title:	Director, Managing Partner
	/s/ Sanjil Shah
	Name:	Sanjil Shah
	Title:	Director, Managing Partner
	ALIGNVEST PARTNERS MASTER FUND LP
	By:	ALIGNVEST PARTNERS MASTER FUND GP INC., as general partner of Alignvest Partners Master Fund LP
	/s/ Letitia Solomon
	Name:	Letitia Solomon
	Title:	Director
	ALIGNVEST PARTNERS MASTER FUND GP INC.
	/s/ Letitia Solomon
	Name:	Letitia Solomon
	Title:	Director
	ALIGNVEST AQX LP
	By:  2565546 Ontario Inc., as general partner of Alignvest AQX LP
	/s/ Reza Satchu
	Name:	Reza Satchu
	Title:	Director
	2565546 ONTARIO INC.
	/s/ Reza Satchu
	Name:	Reza Satchu
	Title:	Director

Page 10 of 10 Pages

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any of us will be filed, on behalf of each of us.

Date:  January 12, 2022
	ALIGNVEST MANAGEMENT CORPORATION
	/s/ Reza Satchu
	Name:	Reza Satchu
	Title:	Director, Managing Partner
	/s/ Sanjil Shah
	Name:	Sanjil Shah
	Title:	Director, Managing Partner
	ALIGNVEST PARTNERS MASTER FUND LP
	By:  ALIGNVEST PARTNERS MASTER FUND GP INC., as general partner
	/s/ Letitia Solomon
	Name:	Letitia Solomon
	Title:	Director
	ALIGNVEST PARTNERS MASTER FUND GP INC.
	/s/ Letitia Solomon
	Name:	Leticia Solomon
	Title:	Director
	ALIGNVEST AQX LP
	By:  2565546 Ontario Inc., as general partner of Alignvest AQX LP
	/s/ Reza Satchu
	Name:	Reza Satchu
	Title:	Director
	2565546 ONTARIO INC.
	/s/ Reza Satchu
	Name:	Reza Satchu
	Title:	Director

EX-99.8

Exhibit 8

VOTING AND SUPPORT AGREEMENT

THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”) is made the 31^st day of December 2021, between:

The person executing this Agreement as “the Holder” (the “Holder”)

- and -

VOYAGE DIGITAL (NZ) LIMITED, a company incorporated in New Zealand (the “Purchaser”).

WHEREAS the Holder is the owner of, or, as of the date hereof, has the power to control or direct or vote, the common shares (the “Subject Shares”), subject to the limitations set forth in Schedule A hereto, of Trilogy International Partners Inc. (the “Company”) listed and described in Schedule A hereto;

AND WHEREAS the Purchaser is concurrently herewith entering into an agreement for, among other things, the Purchaser acquiring all of the issued and outstanding ordinary shares in the capital of  Two Degrees Group Limited (“Two Degrees”) (the “Purchase Agreement”) with Trilogy International New Zealand LLC and Tesbrit B.V.;

AND WHEREAS the Holder supports the performance and completion of the Purchase Agreement substantially in accordance with its terms as of the date hereof (such performance and completion, the “Transaction”);

AND WHEREAS the Transaction will constitute a sale of all or substantially all of the assets of the Company thereby requiring the approval of a special resolution of shareholders of the Company at the Meeting (as defined herein) (the “Transaction Resolution”);

AND WHEREAS this Agreement sets out the terms and conditions of the agreement of the Holder, among other things, to vote or cause to be voted the Subject Shares in favour of the Transaction;

AND WHEREAS the Purchaser is relying on the covenants, representations and warranties of the Holder set forth in this Agreement in connection with the Purchaser’s execution and delivery of the Purchase Agreement;

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreement herein contained, the parties hereto agree as set out herein.

ARTICLE 1

INTERPRETATION

1.1 All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

-2-

1.2 All references herein to the Purchase Agreement or any portion thereof refer to the Purchase Agreement as it may be amended or modified from time to time subsequent to the date hereof.

1.3 The Holder’s obligations under this Agreement are subject in all respects to the limitations set forth in Schedule A hereto.

ARTICLE 2

CERTAIN COVENANTS OF THE HOLDER

2.1 Subject to Section 1.3 hereof, the Holder hereby covenants and irrevocably agrees that it shall, from the date hereof until the termination of this Agreement:

(a) not, except with the prior written consent of the Purchaser, option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject Shares, or any right or interest therein, to any person or group or agree to do any of the foregoing;

(b) not grant or agree to grant any proxy, power of attorney or other right to vote the Subject Shares, except for proxies or voting instructions to vote, or cause to be voted, securities in accordance with this Agreement or with respect to any other business to be considered at the Meeting;

provided that none of (x) the Holder’s conveyance or transfer of the Subject Shares identified in Schedule A as “Beneficiary Shares” as directed by the beneficial owner of such Subject Shares nor (y) any forfeiture of Subject Shares identified in Schedule A as “Forfeitable Shares” in accordance with Schedule A nor (z) any inability to control or direct the voting of any of the Beneficiary Shares or the Forfeitable Shares   shall constitute a violation of this Section 2.1.

2.2 The Holder irrevocably consents to the details of this Agreement being set out in the news release of the Company with respect to the Transaction and in the meeting materials being sent to shareholders in connection with the Meeting (the “Meeting Materials”) and this Agreement being made publicly available, including by filing on SEDAR. Otherwise, each of the Purchaser and the Holder shall consult with the other before making any public disclosure or announcement of or pertaining to this Agreement, and any such disclosure or announcement shall be mutually satisfactory to both such parties hereto, acting reasonably; provided that this Section 2.2 shall not apply to any disclosure or announcement pertaining to this Agreement which a party is advised by legal counsel is required to be made by applicable laws, stock exchange rules or policies of regulatory authorities having jurisdiction and which the other party after reasonable notice will not consent to.

2.3 If the Holder acquires any additional common shares of the Company (“Shares”) following the date hereof, the Holder acknowledges that such additional Shares shall be deemed to be Subject Shares for purposes of this Agreement, and the Holder shall abide by the terms of this Agreement in respect of such Shares.

-3-

ARTICLE 3

AGREEMENT TO VOTE

3.1 Subject to Section 1.3 hereof, the Holder hereby irrevocably covenants and agrees that from the date hereof until the termination of this Agreement:

(a) at the special meeting of shareholders of the Company to be held for the purposes of considering the Transaction (or any adjournment or postponement thereof) (the “Meeting”), it will vote or cause to be voted all of the Subject Shares it owns or controls as of the date of such Meeting in favour of the Transaction including, without limitation, the Transaction Resolution and any other matter that would reasonably be expected to facilitate the Transaction;

(b) it will vote or cause to be voted all of the Subject Shares it owns or controls as of the date of such Meeting against any matter that would reasonably be expected to delay, prevent or frustrate the successful completion of the Transaction at any meeting of the Shareholders called for the purpose of considering same;

(c) with respect to the Subject Shares as to which the Holder is the holder of record, no later than five (5) Business Days prior to the date of the Meeting, the Holder shall:

(i) deliver or cause to be delivered to the Company, with a copy to the Purchaser concurrently, a duly executed proxy or proxies in respect of such Subject Shares directing the holder of such proxy or proxies to vote in favour of the Transaction including, without limitation, the Transaction Resolution and/or any matter set forth on such proxy that would reasonably be expected to facilitate the Transaction; or

(ii) vote all of the Subject Shares electronically and to provide written confirmation of same to the Company and the Purchaser, in favour of the Transaction including, without limitation, the Transaction Resolution and/or any matter that would reasonably be expected to facilitate the Transaction.

(d) with respect to the Subject Shares as to which  the Holder is the beneficial owner, no later than five (5) Business Days prior to the date of the Meeting, the Holder shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which the Holder holds its beneficial interest in the Subject Shares, (provided that if the Holder is a non-objecting beneficial owner, such voting instructions shall be delivered directly to the Company), with written confirmation to the Company and the Purchaser concurrently, instructing that the Subject Shares be voted at the  Meeting in favour of the Transaction including, without limitation, the Transaction Resolution and/or any matter that would reasonably be expected to facilitate the Transaction; and

(e) such proxy or proxies in Section 3.1(c) shall name those individuals as may be designated by the Company in the Meeting Materials and shall not be revoked without the written consent of the Purchaser.

-4-

For the avoidance of doubt, if the Holder is the beneficial owner but not the holder of record of the Subject Shares, the Holder will be deemed to satisfy its obligations under this Section 3.1 to vote or to cause to be voted the Subject Shares, if it duly instructs that the Subject Shares be voted in the applicable manner.

3.2 The Holder irrevocably covenants and agrees that the Holder will not:

(a) exercise any rights of dissent or appraisal provided under any applicable laws or otherwise in connection with the Transaction and not exercise any shareholder rights or remedies available at common law or pursuant to securities or corporate laws to delay or prevent the Transaction; or

(b) bring, or threaten to bring, any suits or proceeding for the purpose of, or which has the effect of, directly or indirectly, frustrating, stopping, preventing, impeding, delaying or varying the Transaction (for greater certainty, this shall not affect the ability of the Holder to exercise its rights in the event of any breach by the Purchaser of its obligations).

ARTICLE 4

FIDUCIARY OBLIGATIONS

4.1 Notwithstanding any other provision of this Agreement, the Purchaser hereby agrees and acknowledges that the Holder is bound hereunder solely in its capacity as a securityholder of the Company and that the provisions hereof shall not be deemed or interpreted to bind the Holder or any representative thereof in his or her capacity as a director or officer of the Company or any of its subsidiaries. Nothing in this Agreement shall: (a) limit or affect any actions or omissions taken by the Holder or any representative thereof in his or her capacity as a director or officer of the Company or any of its subsidiaries, including in exercising rights under the Purchase Agreement and no such actions or omissions shall be deemed a breach of this Agreement or (b) be construed to prohibit, limit or restrict the Holder or any representative thereof from fulfilling his or her fiduciary duties as a director or officer of the Company or any of its subsidiaries.  For the avoidance of doubt, nothing in this Agreement shall limit or restrict any party or any representative thereof from properly fulfilling his or her fiduciary duties as a director or officer of the Company or any of its subsidiaries, as applicable, including, without limitation, taking any action with respect to a Superior Proposal.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE HOLDER

5.1 The Holder represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying upon these representations and warranties in connection with the entering into of this Agreement and the Purchase Agreement:

(a) the Holder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of his or her obligations under this Agreement;

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(b) this Agreement has been duly executed and delivered by the Holder and, assuming the due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Holder in accordance with its terms, subject however, to limitations imposed by applicable law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

(c) the consummation by the Holder of the transactions contemplated hereby will not constitute a violation or a default under, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to which the Holder is a party or by which the Holder is bound;

(d) except as specified in Schedule A with respect to Beneficiary Shares and Forfeitable Shares, the Holder (or its controlled affiliates) is either (i) the legal and beneficial owner of record, or (ii) the beneficial owner exercising control and direction over (but not the holder of record of), the Subject Shares as listed in Schedule A, in each case, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever;

(e) except as specified in Schedule A with respect to Beneficiary Shares and Forfeitable Shares, the Holder has the sole right to vote all the Subject Shares and has not previously granted or agreed to grant any proxy other than pursuant to this Agreement;

(f) except as specified in Schedule A with respect to Beneficiary Shares and Forfeitable Shares, no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Holder of any of the Subject Shares or any interest therein or right thereto, including without limitation any right to vote, except the Purchaser pursuant to this Agreement;

(g) the Subject Shares are the only securities of the Company or its subsidiaries owned, directly or indirectly, or over which control or direction is exercised, by the Holder and the Holder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Holder of additional securities of the Company;

(h) the Holder has had adequate opportunity to obtain independent legal advice with respect to this Agreement and fully understands the terms contained in this Agreement; and

(i) there are no legal proceedings in progress or pending before any governmental authority or, to the knowledge of the Holder, threatened against the Holder that would adversely affect in any manner the ability of the Holder to enter into this Agreement and to perform his or her obligations hereunder.

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ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

6.1 The Purchaser represents and warrants to the Holder as follows and acknowledges that the Holder is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement:

(a) the Purchaser is validly subsisting under the laws of New Zealand and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and the Purchase Agreement and to perform its obligations hereunder and thereunder;

(b) the execution and delivery of this Agreement and the Purchase Agreement by the Purchaser and the performance by it of its obligations hereunder and thereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the Purchase Agreement and the performance of its obligations hereunder and thereunder;

(c) this Agreement and the Purchase Agreement have been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the other parties thereto, each constitutes a legal, valid and binding obligation, enforceable by the other parties thereto against the Purchaser in accordance with its terms, subject, however, to limitations imposed by applicable law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

(d) the consummation by the Purchaser of the transactions contemplated hereby and under the Purchase Agreement will not constitute a violation of a default under, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to which the Purchaser is a party or by which the Purchaser is bound; and

(e) there are no legal proceedings in progress or pending before any governmental authority or, to the knowledge of the Purchaser, threatened against the Purchaser or its affiliates that would adversely affect in any manner the ability of the Purchaser to enter into this Agreement and to perform its obligations hereunder or under the Purchase Agreement.

ARTICLE 7

 TERMINATION

7.1 This Agreement shall automatically terminate upon the earliest of:

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(a) termination of the Purchase Agreement in accordance with its terms; and

(b) the closing of the Meeting.

7.2 This Agreement may also be terminated on the date upon which the Purchaser and the Holder mutually agree, with the consent of the Company, to terminate this Agreement.

7.3 This Agreement may be terminated by Holder if:

(a) any of the representations and warranties of the Purchaser contained herein is untrue or inaccurate in any material respect;

(b) any material amendment or modification of the terms of the Purchase Agreement occurs without the Holder’s prior written approval; or

(c) there is passed any applicable laws that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited.

7.4 In the case of termination of this Agreement pursuant to Section 7.1, 7.2 or 7.3 this Agreement shall terminate and be of no further force or effect. Notwithstanding anything else contained herein, such termination shall not relieve any party from liability for any breach of this Agreement by the party prior to such termination.

ARTICLE 8

 GENERAL

8.1 The Holder and the Purchaser shall, from time to time, promptly execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require to effectively carry out the intent of this Agreement.

8.2 This Agreement shall not be assignable by any party without the prior written consent of the other parties. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

8.3 Time shall be of the essence of this Agreement.

8.4 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if in writing, delivered or sent by email transmission:

(a) in the case of the Holder, at the address set forth in Schedule A hereto;

(b) in the case of the Purchaser:

c/o Simpson Grierson

88 Shortland Street

Auckland Central

Auckland 1010 NZ

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Attention:          Ani Satchcroft

Email:                Ani.Satchcroft@macquarie.com

with a copy (which shall not constitute notice) to:

Simpson Grierson

88 Shortland Street

Auckland Central

Auckland 1010 NZ

Attention:          Simon Vannini

Email      :          simon.vannini@simpsongrierson.com

(c) at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this section and if so given shall be deemed to have been received on the date of such delivery or sending (or, if such day is not a Business Day, on the next following Business Day).

8.5 This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the Holder and the Purchaser each irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia.

8.6 Each of the parties hereto agrees with the others that: (a) money damages would not be a sufficient remedy for any breach of this Agreement by any of the parties; (b) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available to the party, in the event of any breach of the provisions of this Agreement; and (c) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy. Each of the parties hereby consents to any preliminary applications for such relief to any court of competent jurisdiction. Such remedies shall not be deemed to be exclusive remedies for the breach of this Agreement but shall be in addition to all other remedies at law or in equity.

8.7 This Agreement constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

8.8 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

[Signature Page Follows]

IN WITNESS WHEREOF the parties have executed this Voting and Support Agreement as of the date first written above.

VOYAGE DIGITAL (NZ) LIMITED

By:	/s/ Ani Satchcroft
	Name:	Ani Satchcroft
	Title:	Director

ALIGNVEST MANAGEMENT CORPORATION AS THE HOLDER

/s/ Reza Satchu
Name:	Reza Satchu
Title:	Managing Partner

Signature Page to Voting Support Agreement

SCHEDULE A TO THE VOTING AND SUPPORT AGREEMENT

OWNERSHIP OR CONTROL/DIRECTION OF SUBJECT SHARES

Name	Address	Shares	Ownership of Shares
Alignvest Management Corporation	100 King St W #7050, Toronto, ON M5X 1C7, Canada	120,607	Legal Ownership
		1,747,961	Legal Ownership Beneficiary Shares: these Subject Shares are held by the Holder for the benefit of certain Holder employees and other individuals, each of whom has a contractual right to demand, with respect to common shares of the Company in which he or she has a beneficial ownership interest, that the Holder convey or transfer or vote such Subject Shares according to his or her direction
		1,465,920	Legal Ownership Forfeitable Shares: pursuant to the Forfeiture and Transfer Restrictions Agreement and Undertaking (“Forfeiture Agreement”) signed by the Holder on June 24, 2015, these Subject Shares are subject to forfeiture on February 7, 2022 if the market price of the Subject Shares is less than C$13.00, determined as specified in the Forfeiture Agreement

Details of whether the securities are owned of record or beneficially or otherwise controlled or directed are to be included.

EX-99.9

Exhibit 9

VOTING AND SUPPORT AGREEMENT

THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”) is made the 30 day of December 2021, between:

The person executing this Agreement as “the Holder” (the “Holder”)

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VOYAGE DIGITAL (NZ) LIMITED, a company incorporated in New Zealand (the “Purchaser”).

WHEREAS the Holder is the owner of, or, as of the date hereof, has the power to control or direct or vote, the common shares (the “Subject Shares”, subject to the limitations set forth in Schedule A), of Trilogy International Partners Inc. (the “Company”) listed and described in Schedule A hereto;

AND WHEREAS the Purchaser is concurrently herewith entering into an agreement for, among other things, the Purchaser acquiring all of the issued and outstanding ordinary shares in the capital of Two Degrees Group Limited (“Two Degrees”) (the “Purchase Agreement”) with Trilogy International New Zealand LLC and Tesbrit B.V.;

AND WHEREAS the Holder supports the performance and completion of the Purchase Agreement substantially in accordance with its terms as of the date hereof (such performance and completion, the “Transaction”);

AND WHEREAS the Transaction will constitute a sale of all or substantially all of the assets of the Company thereby requiring the approval of a special resolution of shareholders of the Company at the Meeting (as defined herein) (the “Transaction Resolution”);

AND WHEREAS this Agreement sets out the terms and conditions of the agreement of the Holder, among other things, to vote or cause to be voted the Subject Shares in favour of the Transaction;

AND WHEREAS the Purchaser is relying on the covenants, representations and warranties of the Holder set forth in this Agreement in connection with the Purchaser’s execution and delivery of the Purchase Agreement;

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreement herein contained, the parties hereto agree as set out herein.

ARTICLE 1

INTERPRETATION

1.1 All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

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1.2 All references herein to the Purchase Agreement or any portion thereof refer to the Purchase Agreement as it may be amended or modified from time to time subsequent to the date hereof.

1.3 The Holder’s obligations under this Agreement are subject in all respects to the limitations set forth in Schedule A hereto.

ARTICLE 2

 CERTAIN COVENANTS OF THE HOLDER

2.1 Subject to Section 1.3 hereof, the Holder hereby covenants and irrevocably agrees that it shall, from the date hereof until the termination of this Agreement:

(a) not, except with the prior written consent of the Purchaser, option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject Shares, or any right or interest therein, to any person or group or agree to do any of the foregoing;

(b) not grant or agree to grant any proxy, power of attorney or other right to vote the Subject Shares, except for proxies or voting instructions to vote, or cause to be voted, securities in accordance with this Agreement or with respect to any other business to be considered at the Meeting;

provided that the Holder’s conveyance or transfer or voting of the Subject Shares as directed by the beneficial owner of such Shares shall not constitute a violation of this Section 2.1.

2.2 The Holder irrevocably consents to the details of this Agreement being set out in the news release of the Company with respect to the Transaction and in the meeting materials being sent to shareholders in connection with the Meeting (the “Meeting Materials”) and this Agreement being made publicly available, including by filing on SEDAR. Otherwise, each of the Purchaser and the Holder shall consult with the other before making any public disclosure or announcement of or pertaining to this Agreement, and any such disclosure or announcement shall be mutually satisfactory to both such parties hereto, acting reasonably; provided that this Section 2.2 shall not apply to any disclosure or announcement pertaining to this Agreement which a party is advised by legal counsel is required to be made by applicable laws, stock exchange rules or policies of regulatory authorities having jurisdiction and which the other party after reasonable notice will not consent to.

2.3 If the Holder acquires any additional common shares of the Company (“Shares”) following the date hereof, the Holder acknowledges that such additional Shares shall be deemed to be Subject Shares for purposes of this Agreement, and the Holder shall abide by the terms of this Agreement in respect of such Shares.

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ARTICLE 3

 AGREEMENT TO VOTE

3.1 Subject to Section 1.3 hereof, the Holder hereby irrevocably covenants and agrees that from the date hereof until the termination of this Agreement:

(a) at the special meeting of shareholders of the Company to be held for the purposes of considering the Transaction (or any adjournment or postponement thereof) (the “Meeting”), it will vote or cause to be voted all of the Subject Shares it owns or controls as of the date of such Meeting in favour of the Transaction including, without limitation, the Transaction Resolution and any other matter that would reasonably be expected to facilitate the Transaction;

(b) it will vote or cause to be voted all of the Subject Shares it owns or controls as of the date of such Meeting against any matter that would reasonably be expected to delay, prevent or frustrate the successful completion of the Transaction at any meeting of the Shareholders called for the purpose of considering same;

(c) with respect to the Subject Shares as to which the Holder is the holder of record, no later than five (5) Business Days prior to the date of the Meeting, the Holder shall:

(i) deliver or cause to be delivered to the Company, with a copy to the Purchaser concurrently, a duly executed proxy or proxies in respect of such Subject Shares directing the holder of such proxy or proxies to vote in favour of the Transaction including, without limitation, the Transaction Resolution and/or any matter set forth on such proxy that would reasonably be expected to facilitate the Transaction; or

(ii) vote all of the Subject Shares electronically and to provide written confirmation of same to the Company and the Purchaser, in favour of the Transaction including, without limitation, the Transaction Resolution and/or any matter that would reasonably be expected to facilitate the Transaction.

(d) with respect to the Subject Shares as to which  the Holder is the beneficial owner, no later than five (5) Business Days prior to the date of the Meeting, the Holder shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which the Holder holds its beneficial interest in the Subject Shares, (provided that if the Holder is a non-objecting beneficial owner, such voting instructions shall be delivered directly to the Company), with written confirmation to the Company and the Purchaser concurrently, instructing that the Subject Shares be voted at the  Meeting in favour of the Transaction including, without limitation, the Transaction Resolution and/or any matter that would reasonably be expected to facilitate the Transaction; and

(e) such proxy or proxies in Section 3.1(c) shall name those individuals as may be designated by the Company in the Meeting Materials and shall not be revoked without the written consent of the Purchaser.

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For the avoidance of doubt, if the Holder is the beneficial owner but not the holder of record of the Subject Shares, the Holder will be deemed to satisfy its obligations under this Section 3.1 to vote or to cause to be voted the Subject Shares, if it duly instructs that the Subject Shares be voted in the applicable manner.

3.2 The Holder irrevocably covenants and agrees that the Holder will not:

(a) exercise any rights of dissent or appraisal provided under any applicable laws or otherwise in connection with the Transaction and not exercise any shareholder rights or remedies available at common law or pursuant to securities or corporate laws to delay or prevent the Transaction; or

(b) bring, or threaten to bring, any suits or proceeding for the purpose of, or which has the effect of, directly or indirectly, frustrating, stopping, preventing, impeding, delaying or varying the Transaction (for greater certainty, this shall not affect the ability of the Holder to exercise its rights in the event of any breach by the Purchaser of its obligations).

ARTICLE 4

 FIDUCIARY OBLIGATIONS

4.1 Notwithstanding any other provision of this Agreement, the Purchaser hereby agrees and acknowledges that the Holder is bound hereunder solely in its capacity as a securityholder of the Company and that the provisions hereof shall not be deemed or interpreted to bind the Holder or any representative thereof in his or her capacity as a director or officer of the Company or any of its subsidiaries. Nothing in this Agreement shall: (a) limit or affect any actions or omissions taken by the Holder or any representative thereof in his or her capacity as a director or officer of the Company or any of its subsidiaries, including in exercising rights under the Purchase Agreement and no such actions or omissions shall be deemed a breach of this Agreement or (b) be construed to prohibit, limit or restrict the Holder or any representative thereof from fulfilling his or her fiduciary duties as a director or officer of the Company or any of its subsidiaries.  For the avoidance of doubt, nothing in this Agreement shall limit or restrict any party or any representative thereof from properly fulfilling his or her fiduciary duties as a director or officer of the Company or any of its subsidiaries, as applicable, including, without limitation, taking any action with respect to a Superior Proposal.

ARTICLE 5

 REPRESENTATIONS AND WARRANTIES OF THE HOLDER

5.1 The Holder represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying upon these representations and warranties in connection with the entering into of this Agreement and the Purchase Agreement:

(a) the Holder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of his or her obligations under this Agreement;

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(b) this Agreement has been duly executed and delivered by the Holder and, assuming the due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Holder in accordance with its terms, subject however, to limitations imposed by applicable law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

(c) the consummation by the Holder of the transactions contemplated hereby will not constitute a violation or a default under, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to which the Holder is a party or by which the Holder is bound;

(d) except as specified in Schedule A, the Holder (or its controlled affiliates) is either (i) the legal and beneficial owner of record, or (ii) the beneficial owner exercising control and direction over (but not the holder of record of), the Subject Shares as listed in Schedule A, in each case, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever;

(e) except as specified in Schedule A, the Holder has the sole right to vote all the Subject Shares and has not previously granted or agreed to grant any proxy other than pursuant to this Agreement;

(f) except as specified in Schedule A, no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Holder of any of the Subject Shares or any interest therein or right thereto, including without limitation any right to vote, except the Purchaser pursuant to this Agreement;

(g) the Subject Shares are the only securities of the Company or its subsidiaries owned, directly or indirectly, or over which control or direction is exercised, by the Holder and the Holder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Holder of additional securities of the Company;

(h) the Holder has had adequate opportunity to obtain independent legal advice with respect to this Agreement and fully understands the terms contained in this Agreement; and

(i) there are no legal proceedings in progress or pending before any governmental authority or, to the knowledge of the Holder, threatened against the Holder that would adversely affect in any manner the ability of the Holder to enter into this Agreement and to perform his or her obligations hereunder.

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ARTICLE 6

 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

6.1 The Purchaser represents and warrants to the Holder as follows and acknowledges that the Holder is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement:

(a) the Purchaser is validly subsisting under the laws of New Zealand and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and the Purchase Agreement and to perform its obligations hereunder and thereunder;

(b) the execution and delivery of this Agreement and the Purchase Agreement by the Purchaser and the performance by it of its obligations hereunder and thereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the Purchase Agreement and the performance of its obligations hereunder and thereunder;

(c) this Agreement and the Purchase Agreement have been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the other parties thereto, each constitutes a legal, valid and binding obligation, enforceable by the other parties thereto against the Purchaser in accordance with its terms, subject, however, to limitations imposed by applicable law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

(d) the consummation by the Purchaser of the transactions contemplated hereby and under the Purchase Agreement will not constitute a violation of a default under, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to which the Purchaser is a party or by which the Purchaser is bound; and

(e) there are no legal proceedings in progress or pending before any governmental authority or, to the knowledge of the Purchaser, threatened against the Purchaser or its affiliates that would adversely affect in any manner the ability of the Purchaser to enter into this Agreement and to perform its obligations hereunder or under the Purchase Agreement.

ARTICLE 7

 TERMINATION

7.1 This Agreement shall automatically terminate upon the earliest of:

(a) termination of the Purchase Agreement in accordance with its terms; and

(b) the closing of the Meeting.

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7.2 This Agreement may also be terminated on the date upon which the Purchaser and the Holder mutually agree, with the consent of the Company, to terminate this Agreement.

7.3 This Agreement may be terminated by Holder if:

(a) any of the representations and warranties of the Purchaser contained herein is untrue or inaccurate in any material respect;

(b) any material amendment or modification of the terms of the Purchase Agreement occurs without the Holder’s prior written approval; or

(c) there is passed any applicable laws that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited.

7.4 In the case of termination of this Agreement pursuant to Section 7.1, 7.2 or 7.3 this Agreement shall terminate and be of no further force or effect. Notwithstanding anything else contained herein, such termination shall not relieve any party from liability for any breach of this Agreement by the party prior to such termination.

ARTICLE 8

 GENERAL

8.1 The Holder and the Purchaser shall, from time to time, promptly execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require to effectively carry out the intent of this Agreement.

8.2 This Agreement shall not be assignable by any party without the prior written consent of the other parties. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

8.3 Time shall be of the essence of this Agreement.

8.4 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if in writing, delivered or sent by email transmission:

(a) in the case of the Holder, at the address set forth in Schedule A hereto;

(b) in the case of the Purchaser:

c/o Simpson Grierson

88 Shortland Street

Auckland Central

Auckland 1010 NZ

Attention:          Ani Satchcroft

Email:                Ani.Satchcroft@macquarie.com

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with a copy (which shall not constitute notice) to:

Simpson Grierson

88 Shortland Street

Auckland Central

Auckland 1010 NZ

Attention:          Simon Vannini

Email:                simon.vannini@simpsongrierson.com

(c) at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this section and if so given shall be deemed to have been received on the date of such delivery or sending (or, if such day is not a Business Day, on the next following Business Day).

8.5 This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the Holder and the Purchaser each irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia.

8.6 Each of the parties hereto agrees with the others that: (a) money damages would not be a sufficient remedy for any breach of this Agreement by any of the parties; (b) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available to the party, in the event of any breach of the provisions of this Agreement; and (c) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy. Each of the parties hereby consents to any preliminary applications for such relief to any court of competent jurisdiction. Such remedies shall not be deemed to be exclusive remedies for the breach of this Agreement but shall be in addition to all other remedies at law or in equity.

8.7 This Agreement constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

8.8 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

[Signature Page Follows]

IN WITNESS WHEREOF the parties have executed this Voting and Support Agreement as of the date first written above.

VOYAGE DIGITAL (NZ) LIMITED
By:	/s/ Ani Satchcroft
	Name:	Ani Satchcroft
	Title:	Director

ALIGNVEST PARTNERS MASTER FUND LP, AS THE HOLDER

By: Alignvest Partners Master Fund GP, Inc., as general partner of Alignvest Partners Master Fund LP
/s/ Letitia Solomon
Name:	Letitia Solomon
Title:	Director

Signature Page to Voting Support Agreement

SCHEDULE A TO THE VOTING AND SUPPORT AGREEMENT

OWNERSHIP OR CONTROL/DIRECTION OF SUBJECT SHARES

Name	Address	Shares	Ownership of Shares
Alignvest Partners Master Fund LP	c/o: Alignvest Partners Master Fund GP Inc. PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands	2,951,000	Legal Ownership These Subject Shares are held by the Holder for the benefit of certain Holder employees and other individuals, each of whom has a contractual right to demand, with respect to the common shares of the Company in which he or she has a beneficial ownership interest, that the Holder convey or transfer or vote the Subject Shares according to his or her direction

Details of whether the securities are owned of record or beneficially or otherwise controlled or directed are to be included.

EX-99.10

Exhibit 10

VOTING AND SUPPORT AGREEMENT

THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”) is made the 31^st day of December 2021, between:

The person executing this Agreement as “the Holder” (the “Holder”)

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VOYAGE DIGITAL (NZ) LIMITED, a company incorporated in New Zealand (the “Purchaser”).

WHEREAS the Holder is the owner of, or as of the date hereof, has the power to control or direct or vote, the common shares (the “Subject Shares”) of Trilogy International Partners Inc. (the “Company”) listed in Schedule A hereto;

AND WHEREAS the Purchaser is concurrently herewith entering into an agreement for, among other things, the Purchaser acquiring all of the issued and outstanding ordinary shares in the capital of Two Degrees Group Limited (“Two Degrees”) (the “Purchase Agreement”) with Trilogy International New Zealand LLC and Tesbrit B.V.;

AND WHEREAS the Holder supports the performance and completion of the Purchase Agreement substantially in accordance with its terms as of the date hereof (such performance and completion, the “Transaction”);

AND WHEREAS the Transaction will constitute a sale of all or substantially all of the assets of the Company thereby requiring the approval of a special resolution of shareholders of the Company at the Meeting (as defined herein) (the “Transaction Resolution”);

AND WHEREAS this Agreement sets out the terms and conditions of the agreement of the Holder, among other things, to vote or cause to be voted the Subject Shares in favour of the Transaction;

AND WHEREAS the Purchaser is relying on the covenants, representations and warranties of the Holder set forth in this Agreement in connection with the Purchaser’s execution and delivery of the Purchase Agreement;

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreement herein contained, the parties hereto agree as set out herein.

ARTICLE 1

INTERPRETATION

1.1 All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

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1.2 All references herein to the Purchase Agreement or any portion thereof refer to the Purchase Agreement as it may be amended or modified from time to time subsequent to the date hereof.

ARTICLE 2

CERTAIN COVENANTS OF THE HOLDER

2.1 The Holder hereby covenants and irrevocably agrees that it shall, from the date hereof until the termination of this Agreement:

(a) not, except with the prior written consent of the Purchaser, option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject Shares, or any right or interest therein, to any person or group or agree to do any of the foregoing; and

2.2 not grant or agree to grant any proxy, power of attorney or other right to vote the Subject Shares, except for proxies or voting instructions to vote, or cause to be voted, securities in accordance with this Agreement or with respect to any other business to be considered at the Meeting. The Holder irrevocably consents to the details of this Agreement being set out in the news release of the Company with respect to the Transaction and in the meeting materials being sent to shareholders in connection with the Meeting (the “Meeting Materials”) and this Agreement being made publicly available, including by filing on SEDAR. Otherwise, each of the Purchaser and the Holder shall consult with the other before making any public disclosure or announcement of or pertaining to this Agreement, and any such disclosure or announcement shall be mutually satisfactory to both such parties hereto, acting reasonably; provided that this Section 2.2 shall not apply to any disclosure or announcement pertaining to this Agreement which a party is advised by legal counsel is required to be made by applicable laws, stock exchange rules or policies of regulatory authorities having jurisdiction and which the other party after reasonable notice will not consent to.

2.3 If the Holder acquires any additional common shares of the Company (“Shares”) following the date hereof, the Holder acknowledges that such additional Shares shall be deemed to be Subject Shares for purposes of this Agreement, and the Holder shall abide by the terms of this Agreement in respect of such Shares.

ARTICLE 3

AGREEMENT TO VOTE

3.1 The Holder hereby irrevocably covenants and agrees that from the date hereof until the termination of this Agreement:

(a) at the special meeting of shareholders of the Company to be held for the purposes of considering the Transaction (or any adjournment or postponement thereof) (the “Meeting”), it will vote or cause to be voted all of the Subject Shares it owns or controls as of the date of such Meeting in favour of the Transaction including, without limitation, the Transaction Resolution and any other matter that would reasonably be expected to facilitate the Transaction;

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(b) it will vote or cause to be voted all of the Subject Shares it owns or controls as of the date of such Meeting against any matter that would reasonably be expected to delay, prevent or frustrate the successful completion of the Transaction at any meeting of the Shareholders called for the purpose of considering same;

(c) with respect to the Subject Shares as to which the Holder is the holder of record, no later than five (5) Business Days prior to the date of the Meeting, the Holder shall:

(i) deliver or cause to be delivered to the Company, with a copy to the Purchaser concurrently, a duly executed proxy or proxies in respect of such Subject Shares directing the holder of such proxy or proxies to vote in favour of the Transaction including, without limitation, the Transaction Resolution and/or any matter set forth on such proxy that would reasonably be expected to facilitate the Transaction; or

(ii) vote all of the Subject Shares electronically and to provide written confirmation of same to the Company and the Purchaser, in favour of the Transaction including, without limitation, the Transaction Resolution and/or any matter that would reasonably be expected to facilitate the Transaction.

(d) with respect to the Subject Shares as to which  the Holder is the beneficial owner, no later than five (5) Business Days prior to the date of the Meeting, the Holder shall deliver or cause to be delivered, a duly executed voting instruction form to the intermediary through which the Holder holds its beneficial interest in the Subject Shares, (provided that if the Holder is a non-objecting beneficial owner, such voting instructions shall be delivered directly to the Company), with written confirmation to the Company and the Purchaser concurrently, instructing that the Subject Shares be voted at the  Meeting in favour of the Transaction including, without limitation, the Transaction Resolution and/or any matter that would reasonably be expected to facilitate the Transaction; and

(e) such proxy or proxies in Section 3.1(c) shall name those individuals as may be designated by the Company in the Meeting Materials and shall not be revoked without the written consent of the Purchaser.

For the avoidance of doubt, if the Holder is the beneficial owner but not the holder of record of the Subject Shares, the Holder will be deemed to satisfy its obligations under this Section 3.1 to vote or to cause to be voted the Subject Shares, if it duly instructs that the Subject Shares be voted in the applicable manner.

3.2 The Holder irrevocably covenants and agrees that the Holder will not:

(a) exercise any rights of dissent or appraisal provided under any applicable laws or otherwise in connection with the Transaction and not exercise any shareholder rights or remedies available at common law or pursuant to securities or corporate laws to delay or prevent the Transaction; or

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(b) bring, or threaten to bring, any suits or proceeding for the purpose of, or which has the effect of, directly or indirectly, frustrating, stopping, preventing, impeding, delaying or varying the Transaction (for greater certainty, this shall not affect the ability of the Holder to exercise its rights in the event of any breach by the Purchaser of its obligations).

 ARTICLE 4

FIDUCIARY OBLIGATIONS

4.1 Notwithstanding any other provision of this Agreement, the Purchaser hereby agrees and acknowledges that the Holder is bound hereunder solely in its capacity as a securityholder of the Company and that the provisions hereof shall not be deemed or interpreted to bind the Holder or any representative thereof in his or her capacity as a director or officer of the Company or any of its subsidiaries. Nothing in this Agreement shall: (a) limit or affect any actions or omissions taken by the Holder or any representative thereof in his or her capacity as a director or officer of the Company or any of its subsidiaries, including in exercising rights under the Purchase Agreement and no such actions or omissions shall be deemed a breach of this Agreement or (b) be construed to prohibit, limit or restrict the Holder or any representative thereof from fulfilling his or her fiduciary duties as a director or officer of the Company or any of its subsidiaries.  For the avoidance of doubt, nothing in this Agreement shall limit or restrict any party or any representative thereof from properly fulfilling his or her fiduciary duties as a director or officer of the Company or any of its subsidiaries, as applicable, including, without limitation, taking any action with respect to a Superior Proposal.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE HOLDER

5.1 The Holder represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying upon these representations and warranties in connection with the entering into of this Agreement and the Purchase Agreement:

(a) the Holder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of his or her obligations under this Agreement;

(b) this Agreement has been duly executed and delivered by the Holder and, assuming the due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Holder in accordance with its terms, subject however, to limitations imposed by applicable law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

(c) the consummation by the Holder of the transactions contemplated hereby will not constitute a violation or a default under, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to which the Holder is a party or by which the Holder is bound;

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(d) the Holder (or its controlled affiliates) is either (i) the legal and beneficial owner of record, or (ii) the beneficial owner exercising control and direction over (but not the holder of record of), the Subject Shares as listed in Schedule A, in each case, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever;

(e) the Holder has the sole right to vote all the Subject Shares and has not previously granted or agreed to grant any proxy other than pursuant to this Agreement;

(f) no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Holder of any of the Subject Shares or any interest therein or right thereto, including without limitation any right to vote, except the Purchaser pursuant to this Agreement;

(g) the Subject Shares are the only securities of the Company or its subsidiaries owned, directly or indirectly, or over which control or direction is exercised, by the Holder and the Holder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Holder of additional securities of the Company;

(h) the Holder has had adequate opportunity to obtain independent legal advice with respect to this Agreement and fully understands the terms contained in this Agreement; and

(i) there are no legal proceedings in progress or pending before any governmental authority or, to the knowledge of the Holder, threatened against the Holder that would adversely affect in any manner the ability of the Holder to enter into this Agreement and to perform his or her obligations hereunder.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

6.1 The Purchaser represents and warrants to the Holder as follows and acknowledges that the Holder is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement:

(a) the Purchaser is validly subsisting under the laws of New Zealand and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and the Purchase Agreement and to perform its obligations hereunder and thereunder;

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(b) the execution and delivery of this Agreement and the Purchase Agreement by the Purchaser and the performance by it of its obligations hereunder and thereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the Purchase Agreement and the performance of its obligations hereunder and thereunder;

(c) this Agreement and the Purchase Agreement have been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the other parties thereto, each constitutes a legal, valid and binding obligation, enforceable by the other parties thereto against the Purchaser in accordance with its terms, subject, however, to limitations imposed by applicable law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

(d) the consummation by the Purchaser of the transactions contemplated hereby and under the Purchase Agreement will not constitute a violation of a default under, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to which the Purchaser is a party or by which the Purchaser is bound; and

(e) there are no legal proceedings in progress or pending before any governmental authority or, to the knowledge of the Purchaser, threatened against the Purchaser or its affiliates that would adversely affect in any manner the ability of the Purchaser to enter into this Agreement and to perform its obligations hereunder or under the Purchase Agreement.

ARTICLE 7

TERMINATION

7.1 This Agreement shall automatically terminate upon the earliest of:

(a) termination of the Purchase Agreement in accordance with its terms; and

(b) the closing of the Meeting.

7.2 This Agreement may also be terminated on the date upon which the Purchaser and the Holder mutually agree, with the consent of the Company, to terminate this Agreement.

7.3 This Agreement may be terminated by Holder if:

(a) any of the representations and warranties of the Purchaser contained herein is untrue or inaccurate in any material respect;

(b) any material amendment or modification of the terms of the Purchase Agreement occurs without the Holder’s prior written approval; or

(c) there is passed any applicable laws that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited.

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7.4 In the case of termination of this Agreement pursuant to Section 7.1, 7.2 or 7.3 this Agreement shall terminate and be of no further force or effect. Notwithstanding anything else contained herein, such termination shall not relieve any party from liability for any breach of this Agreement by the party prior to such termination.

ARTICLE 8

GENERAL

8.1 The Holder and the Purchaser shall, from time to time, promptly execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require to effectively carry out the intent of this Agreement.

8.2 This Agreement shall not be assignable by any party without the prior written consent of the other parties. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

8.3 Time shall be of the essence of this Agreement.

8.4 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if in writing, delivered or sent by email transmission:

(a) in the case of the Holder, at the address set forth in Schedule A hereto;

(b) in the case of the Purchaser:

c/o Simpson Grierson

88 Shortland Street

Auckland Central

Auckland 1010 NZ

Attention:          Ani Satchcroft

Email:               Ani.Satchcroft@macquarie.com

with a copy (which shall not constitute notice) to:

Simpson Grierson

88 Shortland Street

Auckland Central

Auckland 1010 NZ

Attention:          Simon Vannini

Email:               simon.vannini@simpsongrierson.com

(c) at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this section and if so given shall be deemed to have been received on the date of such delivery or sending (or, if such day is not a Business Day, on the next following Business Day).

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8.5 This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the Holder and the Purchaser each irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia.

8.6 Each of the parties hereto agrees with the others that: (a) money damages would not be a sufficient remedy for any breach of this Agreement by any of the parties; (b) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available to the party, in the event of any breach of the provisions of this Agreement; and (c) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy. Each of the parties hereby consents to any preliminary applications for such relief to any court of competent jurisdiction. Such remedies shall not be deemed to be exclusive remedies for the breach of this Agreement but shall be in addition to all other remedies at law or in equity.

8.7 This Agreement constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

8.8 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

[Signature Page Follows]

IN WITNESS WHEREOF the parties have executed this Voting and Support Agreement as of the date first written above.

VOYAGE DIGITAL (NZ) LIMITED
By:	/s/ Ani Satchcroft
	Name:	Ani Satchcroft
	Title:	Director
ALIGNVEST AQX LP AS THE HOLDER

By: 2565546 Ontario Inc., as general partner of Alignvest AQX LP
/s/ Reza Satchu
Name:	Reza Satchu
Title:

Signature Page to Voting Support Agreement

SCHEDULE A TO THE VOTING AND SUPPORT AGREEMENT

OWNERSHIP OR CONTROL/DIRECTION OF SUBJECT SHARES

Name	Address	Shares	Ownership of Shares
Alignvest AQX LP	100 King St W #7050, Toronto, ON M5X 1C7, Canada	3,395,056	Legal Ownership

Details of whether the securities are owned of record or beneficially or otherwise controlled or directed are to be included.