**THIS AMENDED AND RESTATED COMMON SHARE REPURCHASE, VOTING AND CONVERSION AGREEMENT**is made as ofthe 15th day of August, 2007.**BETWEEN:****POWER TECHNOLOGY INVESTMENT CORPORATION**, a corporation governed by the laws ofCanada,(the “**Shareholder**”)- and -**MITEL NETWORKS CORPORATION**, a corporation governed by the laws of Canada,(“**Mitel**”)**RECITALS:**A. The Shareholder is the beneficial owner of 16,000,000 issued and outstanding Class B convertiblepreferred shares, Series 1 (the “**Series B Shares**”) in the capital of Mitel. B. Mitel has agreed to acquire indirectly all of the outstanding stock of Inter-Tel (Delaware),Incorporated (“**Inter-Tel**”) (the “**Merger**”) pursuant to the terms of an agreement and plan ofmerger between Inter-Tel, Mitel and a subsidiary of Mitel dated April 26, 2007. C. In contemplation of the Merger, the Shareholder has agreed to convert, in accordance with theirterms, the Series B Shares into 16,000,000 Common Shares and, in connection with such conversion,to receive an additional 10,912,085 Common Shares pursuant to Section 5.4 of Schedule B to thearticles of amendment of Mitel filed April 23, 2004 (the “**Articles**”). D. In further contemplation of the Merger, the Shareholder has agreed to exercise its put rightcontained in Section 6.7 of the shareholders agreement (the “**Shareholders Agreement**”) dated as ofthe 23rd day of April, 2004 among Mitel, the Shareholder and

 

- 2 -  certain other shareholders of Mitel, as amended by amending agreement dated as of the26th day of June, 2006 and as further amended by second amending agreement datedJune 22, 2007 and to sell to Mitel, and Mitel has agreed to repurchase, 13,456,043 CommonShares (the “**Shares**”) held by the Shareholder after the conversion of Series B Sharesdescribed in Recital C above, at the purchase price and on the terms and conditions setforth in this Agreement.E. The Shareholder has agreed to subscribe for Class 1 Shares of Mitel and Warrants to acquireCommon Shares. F. Also in contemplation of the Merger, the Shareholder and Mitel have agreed to take certain otheractions as set forth in this Agreement.**THEREFORE,**the parties agree as follows:**1.** **Definitions**Whenever used in this Agreement, the following words and terms have the meanings set out below:**“Affiliate”**has the meaning set forth in the *Canada Business Corporations Act*;**“Agreement”**means this Amended and Restated Common Share Repurchase, Voting and ConversionAgreement, including all schedules, and all amendments or restatements, as permitted, andreferences to “**Article”**or “**Section”**mean the specified Article or Section of thisAgreement;**“Business Day”**means any day on which the Canadian chartered banks are open for business inthe City of Ottawa, excluding Saturdays and Sundays;**“Class 1 Shares”**means the Class 1 Shares in the capital of Mitel to be created prior tothe completion of the Merger;**“Closing Date”**has the meaning set forth in Section 2;**“Common Shares”**means the common shares in the capital of Mitel;

 

- 3 -**“Encumbrances”**means pledges, liens, charges, security interests, leases, title retentionagreements, mortgages, restrictions, developments or similar agreements, easements,rights-of-way, title defects, options or adverse claims, or encumbrances of any kind orcharacter whatsoever; and**“Parties”**means the Shareholder and Mitel, collectively, and “Party” means any one of them.**2.** **Notification of Closing of the Merger**At least ten (10) Business Days prior to the date of closing (the “**Closing Date**”) of the Merger,Mitel shall provide written notice (the “**Mitel Notice**”) of such Closing Date to the Shareholder,which notice shall also include reference to the date on or before which the Shareholder isrequired to deliver, in connection with the Merger, to Mitel the Shareholder’s (a) notice ofconversion pursuant to Section 5.8 of Schedule B to the Articles, and (b) notice of exercise of itsput rights pursuant to Section 6.7 of the Shareholders Agreement.**3.** **Agreement to Convert the Series B Shares**The Shareholder hereby agrees to convert to Common Shares the Series B Shares in accordance withSection 5.1 of Schedule B to the Articles immediately prior to and conditional upon the closing ofthe Merger, in respect of which conversion the Shareholder shall receive from Mitel 16,000,000Common Shares and an additional 10,912,085 Common Shares pursuant to Section 5.4 of Schedule B tothe Articles. At least six (6) Business Days prior to the Closing Date, the Shareholder shalldeliver to Mitel a written conversion notice (the “**PTIC Conversion Notice**”) in accordance withSection 5.8 of Schedule B to the Articles regarding the conversion of the Series B Shares. ThePTIC Conversion Notice shall be in the form attached to this Agreement as Schedule “A”.**4.** **Exercise of the PTIC Put Right**At least six (6) Business Days prior to the Closing Date, the Shareholder shall deliver to Mitel awritten notice (the “**PTIC Put Notice**”) requiring Mitel to purchase all of the Shares immediatelyprior to and conditional upon the closing of the Merger, pursuant to and in accordance with Section6.7 of the Shareholders Agreement. The PTIC Put Notice shall be in

 

- 4 -the form attached to this Agreement as Schedule “B”. Concurrently with its delivery of the PTIC PutNotice, the Shareholder shall deliver to Mitel share certificate(s) representing the Shares dulyendorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorneyduly executed in blank, such certificates to be held in escrow pending the closing of the Mergerand shall not be released until PTIC has received written notice from Mitel that all conditions tothe closing of the Merger have been met and that the closing of the Merger has been completed inits entirety.**5.** **Repurchase of Shares, Payment of Purchase Price and Subscription for Class 1 Shares andWarrants** (a) Immediately prior to and conditional upon the closing of the Merger, the Shareholdershall sell, assign and transfer to Mitel and Mitel shall repurchase from the Shareholder,as of the Closing Date, the Shares for an aggregate purchase price equal to SEVENTEENMILLION, ONE HUNDRED EIGHTY-FOUR THOUSAND, SEVEN HUNDRED AND TWELVE Dollars($17,184,712), based on a purchase price per share of $1.2771 (the “**PurchasePrice**”).  (b) Mitel shall pay and satisfy the Purchase Price on the Closing Date by way of certifiedcheque drawn in the name of or wire transfer to the account of the Shareholder (withoutwithholding, deduction or set off in any manner whatsoever other than any withholdingrequired or expressly permitted by applicable tax law).In the event the Shareholder requires satisfaction of the Purchase Price by way ofwire transfer, the Shareholder shall provide to Mitel in writing its wire transfercoordinates at least three (3) Business Days prior to the Closing Date, togetherwith the coordinates of a contact person at the Shareholder’s bank authorized tomake the necessary arrangements with regards to such wire transfer.  (c) Upon payment of the Purchase Price by Mitel, the Shareholder shall immediatelysubscribe for 11,500 Class 1 Shares and Warrants to acquire 871,441 Common Shares at anexercise price of US$1.32. The aggregate subscription price for suchClass 1 Shares and Warrants shall be US$11,500,000 (the “Subscription Price”).

 

- 5 - (d) The Shareholder hereby directs Mitel to pay the Shareholder the net amount of thePurchase Price less the Subscription Price and, upon receipt of such net amount by theShareholder, both the Purchase Price and the Subscription Price shall be deemed to be fullypaid.**6.** **Failure to Close the Merger**Mitel shall provide to the Shareholder written notice of the Closing of the Merger immediately uponsuch closing, such notice to state that all conditions to the closing of the Merger have been metand that the closing of the Merger has been completed in its entirety. In the event that theclosing of the Merger has not occurred within thirty (30) days of the Closing Date referenced inthe Mitel Notice, the PTIC Put Notice delivered in accordance with Section 4 of this Agreementshall be void and of no further effect and Mitel shall forthwith return to the Shareholder theshare certificates evidencing the Shares.**7.** **Agreement to Vote**The Shareholder hereby agrees to vote (or cause to be voted) the Series B Shares, whether by way ofvote, in person or by proxy, at any shareholders meeting or by way of written consent, in favourof, and to take all other actions necessary or desirable to approve the amendment of the articlesof Mitel to: (a) create a new class of shares in the capital of Mitel, theClass 1 convertible preferred shares, substantially on the terms and conditions set forth in the draft subscriptionagreement provided to the Shareholder as Schedule A to the Consent and Waiver executed bythe Shareholder on or about the date hereof; and  (b) after the repurchase of the Shares and certain other shares in the capital of Mitel, todelete from the articles the class A convertible preferred shares and class B convertiblepreferred shares, together with all designated series thereof.To the extent permitted by law, the Shareholder hereby expressly waives any right of dissent orappraisal under applicable laws with respect to the approvals set forth in paragraphs (a) and (b)of this Section 7.

 

- 6 -**8.** **Agreement to Terminate Shareholders Agreement and Registration Rights Agreement**The Shareholder hereby agrees to terminate, conditional upon the completion by Mitel of itsobligation to repurchase the Shares pursuant to this Agreement and upon the closing of the Merger: (a) the Shareholder’s Agreement; and  (b) the Registration Rights Agreement dated as of the 23rd day of April, 2004among Mitel, the Shareholder and certain other shareholders of Mitel (the “**RegistrationRights Agreement**”),in accordance with the terms of each of the Shareholders Agreement and the Registration RightsAgreement. The form of such termination agreement shall be substantially as set forth in Schedule“C” (Termination of Shareholders Agreement and Registration Rights Agreement) attached to thisAgreement. For greater certainty, this Agreement, and the termination of the Shareholder’sAgreement and the Registration Rights Agreement contemplated hereby, shall be of no effectwhatsoever unless and until written notification from Mitel has been received by the Shareholderthat all conditions to closing of the Merger have been met and the Merger has been completed in itsentirety.**9.** **Agreement to Become a Party to Francisco Partners Shareholders Agreement**As a condition to the Shareholder’s obligations pursuant to Sections 3, 4, 5 and 8 of thisAgreement, the Shareholder and Mitel hereby agree that the Shareholder shall, on the Closing Date,conditional upon the closing of the Merger, become a party to the shareholders agreement to beentered into by Mitel, Francisco Partners II, L.P. (“**Francisco Partners**”) and certain othershareholders in Mitel, substantially in the form of agreement attached as Schedule “D” to thisAgreement, as a Shareholder (as defined in such shareholders agreement).**10.** **Representations, Warranties and Covenants of the Shareholder**The Shareholder represents, warrants and covenants that:

 

- 7 -  (a) the Shareholder has the requisite power, authority and capacity to enter into thisAgreement (and all other agreements and documents required to be delivered hereunder) onthe terms and conditions herein set forth and to transfer the legal and beneficial right,title and ownership of the Shares to Mitel and all necessary corporate action has been orwill be taken prior to the Closing Date on the part of the Shareholder to transfer thelegal and beneficial right, title and ownership of the Shares to Mitel on the Closing Date;  (b) the execution and delivery of this Agreement and the consummation of the transactionscontemplated by this Agreement have been duly authorized by all necessary corporate orsimilar action on the part of the Shareholder. This Agreement and all documents executedor to be executed by the Shareholder pursuant to this Agreement constitute and willconstitute on the Closing Date valid and binding obligations of the Shareholder enforceableagainst it in accordance with their respective terms, subject to bankruptcy, insolvency,fraudulent transfer, reorganization, moratorium and other laws relating to or affectingcreditors’ rights generally and subject to general principles of equity;  (c) the execution, delivery, and performance of this Agreement by the Shareholder will not(i) constitute a violation of its articles of incorporation or by-laws, each as amended,(ii) result in the breach of or constitute a default under any material agreement of theShareholder, or (iii) constitute a violation of any law applicable or relating to it or itsbusinesses;  (d) no Person, other than Mitel, has any agreement, option or right to purchase or acquire,or capable of becoming an agreement for the purchase or acquisition of, the Shares; and  (e) the Shareholder has good and marketable title to the Shares and has the exclusive rightto dispose of the Shares. The Shares will be transferred and sold to Mitel free and clearof all Encumbrances.**11.** **Representations, Warranties and Covenants of Mitel**Mitel hereby represents, warrants and covenants to the Shareholder that:

 

- 8 - (a) Mitel has the requisite power, authority and capacity to enter into this Agreement (andall other agreements and documents required to be delivered hereunder) and to carry out itsobligations under this Agreement on the terms and conditions herein set forth, includingthe repurchase of the Shares set forth in this Agreement;  (b) the execution and delivery of this Agreement and the consummation of the transactionscontemplated by this Agreement have been duly authorized by all necessary corporate actionon the part of Mitel. This Agreement and all documents executed or to be executed by Mitelpursuant to this Agreement constitute and will constitute on the Closing Date valid andbinding obligations of Mitel enforceable against it in accordance with their respectiveterms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratoriumand other laws relating to or affecting creditors’ rights generally and subject to generalprinciples of equity;  (c) the execution, delivery, and performance of this Agreement by Mitel (including theacquisition of the Shares) will not (i) constitute a violation of its articles ofincorporation or by-laws, each as amended, (ii) result in the breach of or constitute adefault under any material agreement of Mitel, or (iii) constitute a violation of any lawapplicable or relating to it or its businesses; and  (d) the issuance of the Class 1 Shares and Warrants to the Shareholder has been dulyauthorized by Mitel and the Class 1 Shares, the Common Shares issuable upon the dueconversion of the Class 1 Shares and the Common Shares issuable upon the due exercise ofthe Warrants referred to in Section 5(c) shall be validly issued as fully paid andnon-assessable shares in the capital of Mitel.**12.** **Survival of Representations, Warranties and Covenants**The respective representations, warranties and covenants of the Shareholder and Mitel containedherein shall survive the consummation of the repurchase of the Shares. No investigations made by oron behalf of Mitel or the Shareholder or any of their respective authorized agents at any timeshall have the effect of waiving, diminishing the scope of or otherwise affecting any

 

- 9 -representation, warranty or covenant made by the Shareholder or Mitel, as the case may be, in orpursuant to this Agreement.**13.** **Conveyance**The Shareholder shall sign, execute and deliver all documents, transfers, assignments, matters andthings which are convenient and necessary or which counsel for Mitel may advise for more completelyand effectually conveying, assigning and transferring to or vesting all right, title and interestin the Shares in Mitel on the Closing Date.**14.** **Power of Attorney**Should the Shareholder, in the opinion of Mitel acting reasonably, fail to transfer the Shares toMitel in accordance with Section 5 or to vote the Series B Shares in accordance with Section 7, orto fulfil any of its other obligations pursuant to this Agreement, then the Secretary of Mitelshall be deemed to be irrevocably appointed as the true and lawful attorney for the Shareholderwith authority to do all things and execute and deliver, on behalf of and in the name of theShareholder, such consents, resolutions, proxies, deeds, transfers, share certificates,resignations or other documents as may be necessary to complete the sale transaction contemplatedherein, and to vote the Series B Shares in accordance with Section 7, and the Shareholder shallhave no claim or cause of action against any Party hereto, or against any third party, as a resultof the Secretary of Mitel so acting as its attorney, or otherwise in connection with such saletransaction or vote. Such appointment and power of attorney, being coupled with an interest, shallnot be revoked by the insolvency or bankruptcy of the Shareholder and the Shareholder herebyratifies and confirms and agrees to ratify and confirm all that the Secretary of Mitel may lawfullydo or cause to be done by virtue of such appointment and power.**15.** **Further Assurances**The Parties shall, with reasonable diligence, do all such things and provide all such reasonableassurances as may be required to consummate the transactions contemplated by this Agreement, andeach Party shall provide such further documents or instruments required by the other Party as maybe reasonably necessary or desirable to effect the purpose of this Agreement and carry out itsprovisions.

 

- 10 -**16.** **Remedies and Specific Performance**The rights and remedies of the Parties under this Agreement are cumulative and are not exclusive ofany rights or remedies that the Parties would otherwise have under this Agreement or otherwise.The Parties agree that a breach by the other party of this Agreement would cause irreparable harmand that money damages may not be an adequate remedy for violations of this Agreement and,therefore that a Party may, in its sole discretion, apply to a court for specific performance,injunctive, or such other relief as such court may deem just and proper in order to enforce thisAgreement or prevent any violation thereof.**17.** **Notice**Any notice, consent or approval required or permitted to be given in connection with this Agreement(in this Section referred to as a “**Notice**”) shall be in writing and shall be sufficiently given ifdelivered (whether in person, by courier service or other personal method of delivery), or iftransmitted by facsimile or e-mail: (a) in the case of a Notice to the Shareholder at:Power Technology Investment Corporation