Exhibit 2.22
 MITEL NETWORKS CORPORATION
 
 CLASS 1 CONVERTIBLE PREFERRED SHARE AND WARRANT
SUBSCRIPTION AGREEMENT
 
 January 18, 2008




---



##### 



TABLE OF CONTENTS
 PageARTICLE I
    
    DEFINITIONS AND PRINCIPLES OF INTERPRETATION1.1
    
    Definitions
    
    
    11.2
    
    Certain Rules of Interpretation in this Agreement:
    
    
    51.3
    
    Knowledge
    
    
    61.4
    
    Entire Agreement
    
    
    61.5
    
    Schedules
    
    
    61.6
    
    Exhibits
    
    
    6ARTICLE II
    
    SHARE AND WARRANT SUBSCRIPTION2.1
    
    Subscription and Issuance of Purchased Shares and Warrants
    
    
    72.2
    
    Purchase Price
    
    
    72.3
    
    Closing
    
    
    72.4
    
    Closing Deliveries
    
    
    72.5
    
    Acknowledgement and Consent
    
    
    8ARTICLE III
    
    REPRESENTATIONS AND WARRANTIES OF THE CORPORATION3.1
    
    Incorporation and Organization
    
    
    83.2
    
    Corporate Records
    
    
    83.3
    
    Subsidiaries
    
    
    93.4
    
    Qualification in Foreign Jurisdictions
    
    
    93.5
    
    Authorized, Issued and Outstanding Capital
    
    
    93.6
    
    Lawful Issuance
    
    
    113.7
    
    Corporate Authorization
    
    
    113.8
    
    No Governmental or Third Party Consents
    
    
    12ARTICLE IV
    
    REPRESENTATIONS AND WARRANTIES OF THE INVESTORS4.1
    
    No Public Sale or Distribution
    
    
    124.2
    
    Accredited Investor Status
    
    
    124.3
    
    U.S. Accredited Investor Status
    
    
    124.4
    
    Reliance on Exemptions
    
    
    144.5
    
    No General Solicitation or Advertising
    
    
    144.6
    
    Information
    
    
    144.7
    
    No Governmental Review
    
    
    144.8
    
    Transfer or Resale
    
    
    154.9
    
    Legends
    
    
    154.10
    
    Consent
    
    
    174.11
    
    Foreign Issuer
    
    
    174.12
    
    Compliance with Transfer Restrictions
    
    
    174.13
    
    Filings
    
    
    174.14
    
    Validity; Enforcement
    
    
    184.15
    
    Residency
    
    
    184.16
    
    No Representations Regarding Resale
    
    
    18
 -i-




---



##### 



TABLE OF CONTENTS
 PageARTICLE V
    
    REGISTRATION AND TRANSFER OF SECURITIES5.1
    
    Transfer and Exchange of Purchased Shares
    
    
    185.2
    
    Replacement of Certificates
    
    
    19ARTICLE VI
    
    EXPENSES6.1
    
    Reimbursement of Expenses
    
    
    196.2
    
    Broker Fees
    
    
    19ARTICLE VII
    
    INDEMNIFICATION7.1
    
    Non-Merger and Exclusive Remedy
    
    
    197.2
    
    General Indemnification
    
    
    207.3
    
    Agency for Representatives
    
    
    207.4
    
    Time Limitations
    
    
    217.5
    
    Limitations as to Amount
    
    
    217.6
    
    Notice of Third Party Claims
    
    
    217.7
    
    Defence of Third Party Claims
    
    
    227.8
    
    Assistance for Third Party Claims
    
    
    227.9
    
    Settlement of Third Party Claims
    
    
    237.10
    
    Direct Claims
    
    
    237.11
    
    Failure to Give Timely Notice
    
    
    237.12
    
    Reductions and Subrogation
    
    
    237.13
    
    Tax Effect
    
    
    247.14
    
    Additional Rules and Procedures
    
    
    24ARTICLE VIII
    
    GENERAL8.1
    
    Amendments
    
    
    248.2
    
    Waiver
    
    
    258.3
    
    Successors and Assigns
    
    
    258.4
    
    Notices
    
    
    258.5
    
    Binding Effect and Benefits
    
    
    278.6
    
    Further Assurances
    
    
    278.7
    
    Counterparts
    
    
    27SCHEDULE A  POST-CLOSING CAPITALIZATION TABLESCHEDULE B  DISCLOSURE SCHEDULESCHEDULE C  INVESTORSEXHIBIT A  FORM OF WARRANT
 -ii-




---



##### 



CLASS 1 CONVERTIBLE PREFERRED SHARE AND WARRANT SUBSCRIPTION
AGREEMENT
 THIS AGREEMENT th
 BY AND AMONG:
 MITEL NETWORKS CORPORATION Corporation
 ARSENAL HOLDCO I, S.A.R.L. AND ARSENAL HOLDCO II, S.A.R.L. Francisco
Partners
 MORGAN STANLEY PRINCIPAL INVESTMENTS, INC. Morgan Stanley Investors
 RECITAL:
 Investment
 THEREFORE
 ARTICLE I
DEFINITIONS AND PRINCIPLES OF INTERPRETATION
 1.1 Definitions
  2006 Equity Compensation Plan
 Affiliate Securities Act
 Agreement
 Articles of Amendment




---



##### 



-2- Business
 Business Day
 Canadian Securities Laws
 Claim
 Class 1 Shares
 Class 1 Share Terms
 Class 1 Units
 Closing
 Closing Date
 Common Shares
 Converted Shares
 Disclosure Schedule
 Encumbrance




---



##### 



-3-  Exchange Act
 Expenses
 Governmental Authority
 Insiders Securities Act
 Investment
 Legal Proceeding
 Liens
 Loss
 Material Adverse Effect
 Material Subsidiary




---



##### 



-4- Other Agreements
 Party Parties
 Permit
 Permitted Transferee
 Person
 Purchase Price
 Purchased Shares
 Registration Rights Agreement
 SEC
 Securities
 Securities Act
 Securities Authorities
 Shareholders Agreement
 Stock Option Plan
 Subsidiaries




---



##### 



-5-  Time of Closing
 Warrants
 1.2 Certain Rules of Interpretation in this Agreement:
 (a)
    
    Currency Unless otherwise specified, all references to money amounts are to
lawful currency of the United States of America.(b)
    
    Governing Law This Agreement is a contract made under and shall be
construed, interpreted and enforced in accordance with the laws of the State of New
York, without giving effect to any choice of law or conflicting provision or rule
(whether of the State of New York or any other jurisdiction) that would cause the laws
of any jurisdiction other than the State of New York to be applied. Any Legal
Proceeding arising out of or relating to this Agreement shall be brought in the courts
of New York and each of the Parties hereby irrevocably submits to the exclusive
jurisdiction of such courts.(c)
    
    Headings Headings of Articles and Sections are inserted for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.(d)
    
    Number and Gender Unless the context otherwise requires, words importing the
singular include the plural and vice versa and words importing gender include all
genders.(e)
    
    Statutory References A reference to a statute includes all regulations made
pursuant to such statute and, unless otherwise specified, the provisions of any statute
or regulation which amends, supplements or supersedes any such statute or any such
regulation.(f)
    
    Time Periods Unless otherwise specified, time periods within or following
which any payment is to be made or act is to be done shall be calculated by excluding
the day on which the period commences and including the day on which the period ends
and by extending the period to the next Business Day following if the last day of the
period is not a Business Day.(g)
    
    Time Time is of the essence in the performance of the Parties respective
obligations under this Agreement.




---



##### 



-6- (h)
    
    Business Days If any payment is required to be made or other action is
required to be taken pursuant to this Agreement on a day which is not a Business Day,
then such payment or action shall be made or taken on the next Business Day.(i)
    
    Including Where the word including or includes is used in this
Agreement, it means including (or includes) without limitation.(j)
    
    No Strict Construction The language used in this Agreement is the language
chosen by the Parties to express their mutual intent, and no rule of strict
construction shall be applied against any Party.(k)
    
    Severability If, in any jurisdiction, any provision of this Agreement or its
application to any Party or circumstance is restricted, prohibited or unenforceable,
such provision shall, as to such jurisdiction, be ineffective only to the extent of
such restriction, prohibition or unenforceability without invalidating the remaining
provisions of this Agreement and without affecting the validity or enforceability of
such provision in any other jurisdiction or without affecting its application to other
Parties or circumstances.
 1.3 Knowledge
  1.4 Entire Agreement
  1.5 Schedules
  Schedule A    Post-Closing Capitalization TableSchedule B    Disclosure ScheduleSchedule C    Investors
 1.6 Exhibits




---



##### 



-7- Exhibit A    Form of Warrant
 ARTICLE II
SHARE AND WARRANT SUBSCRIPTION
 2.1 Subscription and Issuance of Purchased Shares and Warrants
 Purchased Shares
 2.2 Purchase Price
 Purchase Price
 2.3 Closing
  2.4 Closing Deliveries
 (a)
    
    At the Closing:
 (i)
    
    the Corporation shall deliver to the Investors one or more
certificates representing the Purchased Shares and the Warrants, free and clear
of all Liens, registered in the name of the Investors (or as directed in
writing by the Investors) in the Corporations records, in the amounts set
forth next to such Investors name on Schedule C hereto; and(ii)
    
    each of the Investors shall pay to the Corporation (or as it
may otherwise direct) its respective portion of the Purchase Price by bank
draft or wire transfer of immediately available funds.
 (b)
    
    At the Closing, the Corporation shall also deliver or cause to be delivered to
the Investors each of the following, together with such other documents as the
Investors may reasonably require:
 (i)
    
    a certificate of compliance issued by Industry Canada dated the
Closing Date with respect to the legal existence and good standing of the
Corporation under the laws of Canada;




---



##### 



-8- (ii)
    
    a certificate of the Corporations President or another
authorized officer of the Corporation, not in his personal capacity, dated as
of the Closing Date, in form reasonably satisfactory to the Investors,
certifying: (A) an attached true and complete copy of the Corporations
articles of incorporation together with all amendments thereto; (B) an attached
true and complete copy of the Corporations current by-laws; (C) an attached
true and complete copy of the resolutions of the Corporations board of
directors and, if necessary, shareholders, respectively, with respect to the
transactions hereby contemplated or otherwise to be effected at the Closing;
and (D) the incumbency of the Corporations officers;(iii)
    
    a certificate of the Corporations President or another
authorized officer of the Corporation, not in his personal capacity, in a form
reasonably satisfactory to the Investors, certifying for and on behalf of the
Corporation that the Corporation has complied with all covenants and satisfied
all terms and conditions of this Agreement on its part to be complied with or
satisfied at or prior to the Time of Closing on the Closing Date; and(iv)
    
    payment of the amounts then due under Section 6.1.
 2.5 Acknowledgement and Consent
   ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
  3.1 Incorporation and Organization




---



##### 



-9- 3.2 Corporate Records
  3.3 Subsidiaries
 United Kingdom Companies Act 1985
 3.4 Qualification in Foreign Jurisdictions




---



##### 



-10- 3.5 Authorized, Issued and Outstanding Capital
   (a)
    
    Other than as set out in Section 3.5 of the Disclosure Schedule and other than
as contemplated in this Agreement, neither the Corporation nor any Subsidiary is bound
by, and has any obligation to grant or enter into, any outstanding subscriptions,
options, warrants, calls, commitments, or contracts of any character calling for it to
issue, deliver, or sell, or cause to be issued, delivered, or sold, any: (i) shares or
any other equity or other security, or (ii) securities convertible (including
convertible debt securities) into, exchangeable for, or representing the right to
subscribe for, purchase, or otherwise acquire any shares or any other equity or other
security in the capital of the Corporation or any Subsidiary, as applicable.(b)
    
    An aggregate of 60,464,204 Common Shares (and no other shares) have been
reserved for issuance to eligible directors, officers, consultants and employees of the
Corporation and the Subsidiaries under the Stock Option Plan and 2006 Equity
Compensation Plan. To the date hereof, options to purchase an aggregate of 30,314,076
Common Shares (and no other options) are outstanding under the Stock Option Plan and
2006 Equity Compensation Plan. Except as disclosed in Section 3.5 of the Disclosure
Schedule, all options vest (subject to earlier termination on termination of service of
the grantee) as to 25% of the shares subject to option on the first anniversary of the
date of grant, and thereafter at a rate of 25% each year for a period of three years.
Except as disclosed in Section 3.5 of the Disclosure Schedule, the Corporation has no
present intention to re-price or exchange options granted under the Stock Option Plan
and 2006 Equity Compensation Plan or change its practice with respect to the vesting of
options granted thereunder, nor has it indicated to any Person any such intention.
Other than the Stock Option Plan and 2006 Equity Compensation Plan and except as
disclosed in Section 3.5 of the Disclosure Schedule, neither the Corporation nor any
Subsidiary has any stock option plan, restricted share plan, share purchase plan, stock
appreciation rights, phantom stock option plan or similar plan or arrangement providing
for any equity-based compensation for the benefit of its officers, directors,
employees, consultants or other service providers.(c)
    
    Except as set forth in Section 3.5 of the Disclosure Schedule and except as
contemplated in this Agreement, neither the Corporation nor any Subsidiary: (i) has
any outstanding obligation, contingent or otherwise, contractual or otherwise, to
repurchase, redeem, or otherwise acquire any of its shares or other equity securities
or to pay any dividend or make any distribution to its shareholders; (ii) is a party to
or bound by any contract relating to the voting of




---



##### 



-11- any of its securities
or that creates a voting trust, voting agreement, pooling agreement, drag-along,
right of first refusal, pre-emptive right or proxy, or that restricts the ability of
the shareholders to freely transfer or alienate outstanding securities of the
Corporation or any Subsidiary or securities which hereafter may be issued; (iii) has
knowledge of any contract relating to the voting of any of its securities or that
relates to or restricts the management of the Corporation or any Subsidiary or that
creates a voting trust, voting agreement, pooling agreement, drag-along, right of
first refusal, pre-emptive right or proxy, or that restricts the ability of the
shareholders to freely transfer, alienate, assign or encumber outstanding securities
of the Corporation or any Subsidiary or securities which hereafter may be issued; or
(iv) is a party to or bound by any contract under which any Person has the right to
require it (x) to effect, or to include any securities held by such Person in, any
registration under the Securities Actor any qualification by prospectus under
Canadian Securities Laws, or any similar registration or qualification in any other
jurisdiction, or (y) to distribute any such securities to the public in Canada, the
United States or any other jurisdiction.(d)
    
    Except as set forth in Section 3.5 of the Disclosure Schedule and except as
contemplated in this Agreement, there are no price protection, price adjustment,
anti-dilution or other similar rights (either retrospective or prospective) attached to
any outstanding securities of the Corporation or any Subsidiary.(e)
    
    The Corporation has duly reserved and shall continue at all times to reserve,
solely for the purpose of issuance upon conversion of the Purchased Shares and exercise
of the Warrants, a number of Converted Shares sufficient to cover the conversion of all
such Purchased Shares and exercise of the Warrants. The Converted Shares issuable upon
conversion of the Purchased Shares and exercise of the Warrants have been duly
authorized and reserved for issuance and, when issued upon conversion or exercise of
the Purchased Shares and Warrants, shall be validly issued, fully paid and
non-assessable, and free and clear of Liens.
 3.6 Lawful Issuance
  3.7 Corporate Authorization




---



##### 



-12-  3.8 No Governmental or Third Party Consents
  3.9 Compliance with Securities Law
  ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS




---



##### 



-13- 4.1 No Public Sale or Distribution
  4.2 Accredited Investor Status
   4.3 U.S. Accredited Investor Status
  (a)
    
    Any bank as defined in Section 3(a)(2) of the Securities Act or any savings and
loan association or other institution as defined in Section 3(a)(5)(A) of the
Securities Act whether acting in its individual or fiduciary capacity; any broker
dealer registered pursuant to Section 15 of the Exchange Act; any insurance company as
defined in Section 2(13) of the Securities Act; any investment company registered under
the Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets in excess
of US$5,000,000; any employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, if the investment decision is made by a plan
fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and
loan association, insurance company, or registered investment adviser, or if the
employee benefit plan has total asset sin excess of US$5,000,000, or, if a
self-directed plan, with investment decisions made solely by persons that are
accredited investors;(b)
    
    Any private business development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940;(c)
    
    Any organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed for
the specific purpose of acquiring the securities offered, with total assets in excess
of US$5,000,000;




---



##### 



-14- (d)
    
    Any trust with total assets in excess of US$5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose purchase is directed by a
sophisticated person, being defined as a person who has such knowledge and experience
in financial and business matters that he or she is capable of evaluating the merits
and risks of the prospective investment;(e)
    
    Any natural person whose individual net worth, or joint net worth with that
persons spouse, at the time of his purchase exceeds US$1,000,000. As used herein, the
term net worth means the excess of total assets over total liabilities, in computing
net worth, the principal residence of the investor must be valued at cost, including
cost of improvements, or at recently apprised value by an institutional lender making a
secured loan, net of encumbrances. In determining income, an investor should add to
adjusted gross income any amount attributable to tax exempt income received, losses
claimed as a limited partner in any limited partnership, deductions claimed for
depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any
amount by which income from long-term capital gains has been reduced in arriving at
adjusted gross income;(f)
    
    Any natural person who had an individual income in excess of US$200,000 in each
of the two most recent years or joint income with that persons spouse in excess of
US$300,000 in each of those years and has a reasonable expectation of reaching the same
income level in the current year;(g)
    
    Any director, executive officer, or general partner of the issuer of the
securities being offered or sold, or any director, executive officer, or general
partner of a general partner of that issuer; or(h)
    
    Any entity in which all of the equity owners are Accredited Investors as set
forth above.
 4.4 Reliance on Exemptions.
  4.5 No General Solicitation or Advertising




---



##### 



-15- 4.6 Information
  4.7 No Governmental Review
  4.8 Transfer or Resale
  4.9 Legends




---



##### 



-16-  SECURITIES ACT CORPORATION
 TRANSFER
AGENT




---



##### 



-17-

Transfer Agent
 Corporation Regulation S Securities Act
  4.10 Consent
  4.11 Foreign Issuer




---



##### 



-18-  4.12 Compliance with Transfer Restrictions
  4.13 Filings
  4.14 Validity; Enforcement
  4.15 Residency
  4.16 No Representations Regarding Resale
  (a)
    
    that the Person will resell or repurchase the Securities;(b)
    
    that any Person will refund the purchase price of such Securities;(c)
    
    as to the future price or value of such Securities; or(d)
    
    that such Securities will be listed on any stock exchange or that application
has been or will be made to list such Securities upon any stock exchange.




---



##### 



-19- 
 ARTICLE V
REGISTRATION AND TRANSFER OF SECURITIES
 5.1 Transfer and Exchange of Purchased Shares
  5.2 Replacement of Certificates
  ARTICLE VI
EXPENSES
 6.1 Reimbursement of Expenses




---



##### 



-20- 6.2 Broker Fees
  6.3 Put Option
  6.4 Withholding




---



##### 



-21- ARTICLE VII
INDEMNIFICATION
 7.1 Non-Merger and Exclusive Remedy
 (a)
    
    The representations, warranties, covenants and other obligations of the
Corporation contained in this Agreement and each of the Other Agreements shall not
merge on the Closing and, notwithstanding the Closing or any investigation made by the
Investors or their agents with respect thereto, shall continue in full force and effect
for the benefit of the Investors, each holder of Securities, and all Permitted
Transferees holding any Securities (but limited in the case of Permitted Transferees to
the amounts in respect of which the original holder of such Securities would be
entitled to indemnification under this Article VII). All claims by the Investors, each
holder of Securities, and all Permitted Transferees holding any Securities in respect
of such representations, warranties, covenants and obligations shall be subject to the
conditions and limitations set forth in this Article VII and the rights of indemnity in
this Article I shall be the sole and exclusive remedy of such Persons in respect of
such claims, except for breach of covenant, fraud, intentional breach or equitable
remedies.(b)
    
    The representations, warranties, covenants and other obligations of Investors
which are contained in this Agreement and each of the Other Agreements shall not merge
on the Closing and, notwithstanding the Closing or any investigation made by the
Corporation or its agents with respect thereto, shall continue in full force and effect
for the benefit of the Corporation. All claims by the Corporation after Closing in
respect of such representations, warranties, covenants and obligations shall be subject
to the conditions and limitations set forth in this Article VII and the rights of
indemnity in this Article VII shall be the sole and exclusive remedy of the Corporation
in respect of such claims.
 7.2 General Indemnification
 Indemnifying Party Indemnitees Indemnitee
 (a)
    
    any misrepresentation or breach of warranty made or given by (or in the case of
the representations and warranties in Article IV, on behalf of) such Indemnifying Party
in this Agreement or any Other Agreement; or




---



##### 



-22- (b)
    
    any failure by such Indemnifying Party to observe or perform any covenant or
obligation contained in this Agreement or any Other Agreement.
 7.3 Agency for Representatives
  7.4 Time Limitations
 (a)
    
    Subject to Section 7.4(b), the Indemnifying Party shall have no liability to
any Indemnitee for any Loss arising from any Claim (including any Third Party Claim)
relating to a breach of any representation or warranty contained in this Agreement or
any Other Agreement unless the Indemnitee gives written notice to the Indemnifying
Party specifying in reasonable detail the factual basis of the Claim and a reasonable
estimate of the amount thereof on or before that date which is two years after the
Closing Date.(b)
    
    Despite the provisions of Section 7.4(a), (i) notice with respect to Claims
relating to Section 3.1 (Incorporation and Organization), Section 3.5 (Authorized,
Issued and Outstanding Capital) or Section 3.7 (Corporate Authorization) may be given
at any time after the Closing Date without limitation as to time. All covenants and
obligations contained in this Agreement or any Other Agreement, which, by their terms,
contemplate performance after the Closing Date, shall survive in accordance with their
terms, and notice with respect to Claims relating to such covenants and obligations
shall be given within 90 days of the expiration of such terms.(c)
    
    For greater certainty, if the Indemnitee has not given notice, in the manner
and within the time periods prescribed in Sections 7.4(a) and 7.4(b), to the
Indemnifying Party of an alleged Loss arising from any Claim relating to a breach of
any representation or warranty contained in this Agreement or any Other Agreement, the
Indemnifying Party will have no financial obligation to the Indemnitee in respect of
such breach.(d)
    
    The Indemnitee will give any notice required pursuant to Sections 7.4(a) or
7.4(b) to the Indemnifying Party reasonably promptly after the Indemnitee determines
that it has a claim for indemnity under this Article VII.
 7.5 Limitations as to Amount




---



##### 



-23-  7.6 Notice of Third Party Claims
 Third Party Claim
 7.7 Defence of Third Party Claims
 Notice Period
 7.8 Assistance for Third Party Claims
 Defending
Party
 (a)
    
    those employees and other persons whose assistance, testimony or presence is
necessary to assist the Defending Party in evaluating and in defending any Third Party
Claim; and




---



##### 



-24- (b)
    
    all documents, records and other materials in the possession of such party
reasonably required by the Defending Party for its use in defending any Third Party
Claim,
  7.9 Settlement of Third Party Claims
  7.10 Direct Claims
 Direct Claim
 7.11 Failure to Give Timely Notice




---



##### 



-25- 7.12 Reductions and Subrogation
 Indemnity Payment
 7.13 Tax Effect
  7.14 Additional Rules and Procedures
 (a)
    
    If any Third Party Claim is of a nature such that the Indemnitee is required by
applicable law to make a payment to any Person (a Third Party) with respect to such
Third Party Claim before the completion of settlement negotiations or related Legal
Proceedings, the Indemnitee may make such payment and the Indemnifying Party shall,
forthwith after demand by the Indemnitee, reimburse the Indemnitee for any such
payment. If the amount of any liability under the Third Party Claim in respect of which
such a payment was made, as finally determined, is less than the amount which was paid
by the Indemnifying Party to the Indemnitee, the Indemnitee shall, forthwith after
receipt of the difference from the Third Party, pay such difference to the Indemnifying
Party.(b)
    
    The Indemnitee and the Indemnifying Party shall co-operate fully with each
other with respect to Third Party Claims, shall keep each other fully advised with
respect thereto (including supplying copies of all relevant documentation promptly as
it becomes available) and shall each designate an officer who shall




---



##### 



-26- keep himself informed about and be prepared to discuss the Third Party Claim with
his counterpart and with counsel at all reasonable times.
 ARTICLE VIII
GENERAL
 8.1 Amendments
  8.2 Waiver
  8.3 Successors and Assigns
  8.4 Notices




---



##### 



-27- 
 
 With a copy to
 
 
 And with a copy to
 
 
 With a copy to
 
 
  
 And with a copy to




---



##### 



-28- 
 And with a copy to
 
 
 And with a copy to
 
 
  
 And with a copy to
 
 8.5 Binding Effect and Benefits




---



##### 



-29-  8.6 Further Assurances
  8.7 Counterparts
  [The remainder of this page is intentionally left blank.]




---



##### 



IN WITNESS WHEREOF
 MITEL NETWORKS CORPORATIONBy:
    /s/ Don SmithName:
    Don SmithTitle:
    Chief Executive OfficerARSENAL HOLDCO I, S.A.R.L.By:

/s/ Benjamin BallName:
    Benjamin BallTitle:
    Authorized Signing OfficerBy:
    /s/ Luca GallinelliName:
    Luca GallinelliTitle:
    ManagerARSENAL HOLDCO II, S.A.R.L.By:

/s/ Benjamin BallName:
    Benjamin BallTitle:
    Authorized Signing OfficerBy:
    /s/ Luca GallinelliName:
    Luca GallinelliTitle:
    ManagerMORGAN STANLEY PRINCIPAL INVESTMENTS, INC.By:
    /s/ David BershName:
    David BershTitle:
    Vice President




---



##### 



SCHEDULE A
 POST-CLOSING CAPITALIZATION TABLE
 Post Closing Capitalization Table
  Class 1 Shares
    
    Common
    
    Total Warrants Outstanding
    
    Total
    
    TotalOriginal Investment
    
    Jan 2008 Investment
    
    
    
    
    
    Shares
    
    Class 1 Shares
    
    Other
    
    Options
    
    CommonIssued
    
    8%
    
    Issued
    
    8%
    
    Common
    
    
    
    
    
    Issued
    
    Issued
    
    
    
    
    
    Outstanding
    
    Equivalents16-Aug-07
    
    Accretion
    
    18-Jan-08
    
    Accretion
    
    Equivalent
    
    
    
    
    
    16-Aug-07
    
    18-Jan-08MatthewsTHM
    
    
    13,500
    
    
    
    465
    
    
    
    0
    
    
    
    0
    
    
    
    10,610,896
    
    
    
    
    
    
    
    1,022,996
    
    
    
    0
    
    
    
    0
    
    
    
    417,970
    
    
    
    12,051,862
    
    
    
    2.1
    %Celtic Tech Jet
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    4,555,169
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    4,555,169
    
    
    
    0.8
    %Wesley Clover
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    158,790,234
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    158,790,234
    
    
    
    27.6
    %13,500
    
    
    
    465
    
    
    
    0
    
    
    
    0
    
    
    
    10,610,896
    
    
    
    163,345,403
    
    
    
    1,022,996
    
    
    
    0
    
    
    
    0
    
    
    
    417,970
    
    
    
    175,397,265
    
    
    
    30.5
    %FP GroupArsenal HoldCo I S.a.r I
    
    
    156,497
    
    
    
    5,390
    
    
    
    7,966
    
    
    
    274
    
    
    
    129,266,013
    
    
    
    0
    
    
    
    11,858,951
    
    
    
    603,644
    
    
    
    0
    
    
    
    123,495
    
    
    
    141,852,103
    
    
    
    24.7
    %Arsenal HoldCo II S.a.r I
    
    
    63,250
    
    
    
    2,179
    
    
    
    109
    
    
    
    4
    
    
    
    49,800,167
    
    
    
    0
    
    
    
    4,792,924
    
    
    
    8,260
    
    
    
    0
    
    
    
    0
    
    
    
    54,601,351
    
    
    
    9.5
    %219,747
    
    
    
    7,569
    
    
    
    8,075
    
    
    
    278
    
    
    
    179,066,180
    
    
    
    0
    
    
    
    16,651,875
    
    
    
    611,904
    
    
    
    0
    
    
    
    123,495
    
    
    
    196,453,454
    
    
    
    34.2
    %TPC
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    37,174,877
    
    
    
    0
    
    
    
    37,174,877
    
    
    
    6.5
    %Morgan Stanley
    
    
    43,340
    
    
    
    1,493
    
    
    
    1,593
    
    
    
    55
    
    
    
    35,317,225
    
    
    
    0
    
    
    
    3,284,196
    
    
    
    120,714
    
    
    
    0
    
    
    
    0
    
    
    
    38,722,135
    
    
    
    6.7
    %PTIC
    
    
    11,500
    
    
    
    396
    
    
    
    0
    
    
    
    0
    
    
    
    9,038,827
    
    
    
    13,456,042
    
    
    
    871,441
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    23,366,310
    
    
    
    4.1
    %Edgestone
    
    
    19,000
    
    
    
    654
    
    
    
    0
    
    
    
    0
    
    
    
    14,933,516
    
    
    
    5,359,893
    
    
    
    0
    
    
    
    0
    
    
    
    5,000,000
    
    
    
    352,900
    
    
    
    25,646,309
    
    
    
    4.5
    %Other
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    31,118,251
    
    
    
    0
    
    
    
    0
    
    
    
    17,500,000
    
    
    
    29 419,711
    
    
    
    78,037,962
    
    
    
    13.6
    %307,087
    
    
    
    10,577
    
    
    
    9,668
    
    
    
    333
    
    
    
    248,966,644
    
    
    
    213,279,589
    
    
    
    21,830,508
    
    
    
    732,618
    
    
    
    59,674,877
    
    
    
    30,314,076
    
    
    
    574,798,312
    
    
    
    100.0
    %AssumptionsConversion value for
Class 1 shares is
    
    
    
    
    
    
    1 3161Accretion per $1000
at Jan 18/08 is
    
    
    
    
    
    
    34,4444(based on 360 day year)Jan 18 InvestmentIn Dollars
    
    
    
    
    
    
    $10,000,000Class 1 Shares
    
    
    
    
    
    
    9,667Accm Accretion
    
    
    
    
    
    
    33310,000




---



##### 



SCHEDULE B
 DISCLOSURE SCHEDULE




---



##### 



SECTION 3.3
 SUBSIDIARIES
 List of Subsidiaries:
  Jurisdiction ofName of Subsidiary
    
    Incorporation
    
    Ownership of SecuritiesMitel U.S. Holdings, Inc.
    
    Delaware
    
    Wholly-owned by the CorporationMitel Networks Holdings Limited
    
    United Kingdom
    
    Wholly-owned by the CorporationMitel Networks Asia Pacific Limited
    
    Hong Kong
    
    Wholly-owned by the CorporationMitel Networks International Limited
    
    Barbados
    
    Wholly-owned by the CorporationMitel Networks Overseas Limited
    
    Barbados
    
    Wholly-owned by the CorporationMitel Networks Limited
    
    United Kingdom
    
    Wholly-owned by Mitel Networks
Holdings Limited, which is in
turn wholly-owned by the
CorporationMitel Networks SARL
    
    France
    
    Wholly-owned by Mitel Networks
Limited, which is in turn
wholly-owned by Mitel Networks
Holdings Limited, which is in
turn wholly-owned by the
CorporationMitel Networks Italia SRL
    
    Italy
    
    Wholly-owned by Mitel Networks
Limited, which is in turn
wholly-owned by Mitel Networks
Holdings Limited, which is in
turn wholly-owned by the
CorporationMitel Networks, Inc.
    
    Delaware
    
    Wholly owned by Mitel U.S. Holdings, Inc.,
which is in turn
wholly-owned by the
CorporationMitel Networks Germany GmbH
    
    Germany
    
    Wholly-owned by Mitel Networks
Limited, which is in turn
wholly-owned by Mitel Networks
Holdings Limited, which is in
turn wholly-owned by the
CorporationMitel Telecom Limited
    
    United Kingdom
    
    Wholly-owned by Mitel Networks
Limited, which is in turn
wholly-owned by Mitel Networks
Holdings Limited, which is in
turn wholly-owned by the
CorporationMitel Financial Services Limited
    
    United Kingdom
    
    25% owned by First Asset
Finance PLC; 75% owned by
Mitel Networks Limited, which
is in turn wholly-owned by
Mitel Networks Holdings
Limited, which is in turn
wholly-owned by the
Corporation




---



##### 



- 2 - Jurisdiction ofName of Subsidiary
    
    Incorporation
    
    Ownership of SecuritiesMitel Networks (México), S.A. de C.V.
    
    Mexico
    
    Wholly owned by the CorporationMitel Comércio e Serviços do
Brasil Ltda.
    
    Brazil
    
    Wholly owned by the CorporationInter-Tel (Delaware), Incorporated
    
    Delaware
    
    Wholly-owned by
Mitel U.S.
Holdings, Inc.,
which is in turn
wholly-owned by the
CorporationInter-Tel New Jersey, Inc.
    
    Delaware
    
    Wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.,
which is in turn
wholly-owned by the
CorporationInter-Tel Business Information Systems,
Inc.
    
    Arizona
    
    Wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.,
which is in turn
wholly-owned by the
CorporationInter-Tel Netsolutions, Inc.
    
    Texas
    
    Wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.,
which is in turn
wholly-owned by the
CorporationInter-Tel Midwest, Inc.
    
    Delaware
    
    Wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.,
which is in turn
wholly-owned by the
CorporationInter-Tel Technologies, Inc.
    
    Arizona
    
    Wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.,
which is in turn
wholly-owned by the
CorporationInter-Tel Integrated Systems, Inc.
    
    Arizona
    
    Wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.,
which is in turn
wholly-owned by the
CorporationInter-Tel Lake Limited
    
    Republic of Ireland
    
    Wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationInter-Tel Telecom Services Corporation
    
    Kentucky
    
    Wholly-owned by
Inter-Tel
Technologies, Inc.,
which is in turn
wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationSwan Solutions Limited
    
    Republic of Ireland
    
    Wholly-owned by
Inter-Tel
Integrated Systems,
Inc., which is in
turn wholly-owned
by Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationInter-Tel Europe Limited
    
    UK
    
    Wholly-owned by
Inter-Tel
Integrated Systems,
Inc., which is in
turn wholly-owned
by Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationInter-Tel Canada, Inc.
    
    Canada
    
    Wholly-owned by
Inter-Tel
Integrated Systems,
Inc., which is in
turn wholly-owned
by Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationLake Communications Limited
    
    Republic of Ireland
    
    Wholly-owned by
Inter-Tel Lake
Limited, which is
in turn
wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turned
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationLake Datacomms Limited
    
    Republic of Ireland
    
    Wholly-owned by
Inter-Tel Lake
Limited, which is
in turn
wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationLake Electronic Technologies Limited
    
    Republic of Ireland
    
    Wholly-owned by
Inter-Tel Lake
Limited, which is
in turn
wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationFenway Limited
    
    Republic of Ireland
    
    Wholly-owned by
Inter-Tel Lake
Limited, which is
in turn
wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationInter-Tel Netsolutions of Virginia, Inc.
    
    Virginia
    
    Wholly-owned by
Inter-Tel
Netsolutions, Inc,,
which is in turn
wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.,
which is in turn
wholly-owned by the
CorporationWindbay Pty Limited
    
    Australia
    
    Wholly-owned by
Lake Communications
Limited, which is
in turn
wholly-owned by
Inter-Tel Lake
Limited, which is
in turn
wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationInter-Tel Software & Services, Inc.
    
    Arizona
    
    Wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationInter-Tel Datacom, Inc.
    
    California
    
    Wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationAccess West, Inc.
    
    Delaware
    
    Wholly-owned by
Inter-Tel Datacom,
Inc., which is in
turn wholly owned
by Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationNTL Corporation
    
    Ohio
    
    Wholly-owned by
Inter-Tel
Technologies, which
is in turn wholly
owned by Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.,
which is in turn
wholly-owned by the
CorporationTri-Com Communications, Inc.
    
    North Carolina
    
    Wholly-owned by
Inter-Tel
Technologies, which
is in turn wholly
owned by Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.,
which is in turn
wholly-owned by the
CorporationTDI Services Corporation
    
    Virginia
    
    Wholly-owned by
Inter-Tel
Technologies, which
is in turn wholly
owned by Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.,
which is in turn
wholly-owned by the
CorporationInter-Tel Japan, Inc.
    
    Japan
    
    Wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationComm Source Europe Limited
    
    UK
    
    Wholly-owned by
Inter-Tel Europe
Limited, which is
in turn
wholly-owned by
Inter-Tel
Integrated Systems,
Inc., which is in
turn wholly-owned
by Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationCallview Limited
    
    UK
    
    Wholly-owned by
Swan Solutions
Limited, which is
in turn
wholly-owned by
Inter-Tel
Integrated Systems,
Inc., which is in
turn wholly-owned
by Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.
which is in turn
wholly-owned by the
CorporationInter-Tel Leasing, Inc.
    
    Arizona
    
    Wholly-owned by
Inter-Tel
(Delaware),
Incorporated, which
is in turn
wholly-owned by
Mitel U.S.
Holdings, Inc.,
which is in turn
wholly-owned by the
Corporation
  Legal Entity Filings Update January 2008
 Filing StatusLegal Entity
    
    Location
    
    Financial Statements
    
    Tax Returns
    
    Corporate FilingsDue Date
    
    
    
    2007
    
    2006
    
    2005
    
    Due Date

    
    2007
    
    2006
    
    2005
    
    Date Due
    
    2007
    
    2006Mitel Networks Corporation
    
    Canada
    
    31-Oct
    
    1
    
    ü
    
    ü
    
    ü
    
    31-Oct
    
    
    
    ü
    
    ü
    
    31-Mar
    
    ü
    
    üUSInter-Tel Business Information Systems, Inc.
    
    Arizona
    
    
    
    
    
    
    
    n/a
    
    ü
    
    ü
    
    15-Sep
    
    ü
    
    ü
    
    ü
    
    15-Oct
    
    ü
    
    üInter-Tel (Delaware), Inc.
    
    Delaware
    
    
    
    
    
    
    
    ü
    
    ü
    
    ü
    
    15-Sep
    
    ü
    
    ü
    
    ü
    
    18-Aug
    
    ü
    
    üInter-Tel Integrated Systems, Inc.
    
    Arizona
    
    
    
    
    
    
    
    n/a
    
    ü
    
    ü
    
    15-Sep
    
    ü
    
    ü
    
    ü
    
    1-Apr
    
    ü
    
    üInter-Tel Leasing, Inc.
    
    Arizona
    
    
    
    
    
    
    
    n/a
    
    ü
    
    ü
    
    15-Sep
    
    ü
    
    ü
    
    ü
    
    20-Apr
    
    ü
    
    üInter-Tel Midwest, Inc.
    
    Delaware
    
    
    
    
    
    
    
    n/a
    
    ü
    
    ü
    
    15-Sep
    
    ü
    
    ü
    
    ü
    
    1-Mar
    
    ü
    
    üInter-Tel Netsolutions, Inc.
    
    Texas
    
    
    
    
    
    
    
    n/a
    
    ü
    
    ü
    
    15-Sep
    
    ü
    
    ü
    
    ü
    
    15-Nov
    
    ü
    
    üInter-Tel Netsolutions of Virginia, Inc.
    
    Virginia
    
    30-Apr
    
    
    
    n/a
    
    n/a
    
    n/a
    
    15-Sep
    
    ü
    
    ü
    
    ü
    
    
    
    ü
    
    n/aInter-Tel New Jersey, Inc.
    
    Delaware
    
    
    
    
    
    
    
    n/a
    
    ü
    
    ü
    
    15-Sep
    
    ü
    
    ü
    
    ü
    
    1-Mar
    
    ü
    
    üInter-Tel Software & Services, Inc.
    
    Arizona
    
    
    
    
    
    
    
    n/a
    
    ü
    
    ü
    
    15-Sep
    
    ü
    
    ü
    
    ü
    
    6-Nov
    
    ü
    
    üInter-Tel Technologies, Inc.
    
    Arizona
    
    
    
    
    
    
    
    n/a
    
    ü
    
    ü
    
    15-Sep
    
    ü
    
    ü
    
    ü
    
    6-Apr
    
    ü
    
    üInter-Tel Telecom Services Corporation
    
    
    
    
    
    
    
    
    
    n/a
    
    ü
    
    ü
    
    15-Sep
    
    ü
    
    ü
    
    ü
    
    30-Jun
    
    ü
    
    üMitel Networks Inc.
    
    Delaware
    
    15-Dec
    
    
    
    ü
    
    ü
    
    ü
    
    15-Dec
    
    ü
    
    ü
    
    ü
    
    14-Jan
    
    ü
    
    üMitel U.S. Holdings, Inc.
    
    Delaware
    
    
    
    
    
    
    
    n/a
    
    n/a
    
    n/a
    
    
    
    
    
    n/a
    
    n/a
    
    n/a
    
    13-Jul
    
    ü
    
    n/aEuropeFernway Limited
    
    ROI
    
    31-Dec
    
    
    
    ü
    
    ü
    
    ü
    
    21-Sep
    
    ü
    
    ü
    
    ü
    
    25-Jul
    
    ü
    
    üInter-Tel Europe Limited
    
    UK
    
    31-Oct
    
    
    
    ü
    
    ü
    
    ü
    
    31-Dec
    
    ü
    
    ü
    
    ü
    
    21-Dec
    
    
    
    üInter-Tel Lake Limited
    
    ROI
    
    31-Dec
    
    
    
    ü
    
    ü
    
    ü
    
    21-Sep
    
    ü
    
    ü
    
    ü
    
    25-Jul
    
    ü
    
    üLake Communications Limited
    
    ROI
    
    31-Dec
    
    
    
    ü
    
    ü
    
    ü
    
    21-Sep
    
    ü
    
    ü
    
    ü
    
    25-Jul
    
    ü
    
    üLake Datacomms Limited
    
    ROI
    
    31-Dec
    
    
    
    ü
    
    ü
    
    ü
    
    21-Sep
    
    ü
    
    ü
    
    ü
    
    25-Jul
    
    ü
    
    üLake Electronic Technologies Limited
    
    ROI
    
    31-Dec
    
    
    
    ü
    
    ü
    
    ü
    
    21-Sep
    
    ü
    
    ü
    
    ü
    
    25-Jul
    
    ü
    
    üMitel Financial Services Limited
    
    UK
    
    28-Feb
    
    1
    
    IP
    
    IP
    
    ü
    
    1 year after Apr 30
    
    IP
    
    IP
    
    ü
    
    24-Oct
    
    
    
    üMitel Networks Germany GmbH
    
    Germany
    
    31-Oct
    
    
    
    IP
    
    ü
    
    ü
    
    31-Dec
    
    IP
    
    ü
    
    ü
    
    n/a
    
    n/a
    
    n/aMitel Networks Holdings Limited
    
    UK
    
    2-Feb
    
    1
    
    
    
    IP
    
    ü
    
    1 year after Apr 30
    
    
    
    IP
    
    ü
    
    20-Apr
    
    
    
    üMitel Networks Italia SRL
    
    Italy
    
    31-Oct
    
    
    
    IP
    
    ü
    
    ü
    
    28-Feb after fy
    
    
    
    ü
    
    ü
    
    n/a
    
    n/a
    
    n/aMitel Networks Limited
    
    UK
    
    28-Feb
    
    1
    
    IP
    
    IP
    
    ü
    
    1 year after Apr 30
    
    IP
    
    IP
    
    ü
    
    21-Dec
    
    
    
    üMitel Networks SARL
    
    France
    
    31-Oct
    
    
    
    
    
    ü
    
    ü
    
    31-Jul
    
    
    
    ü
    
    ü
    
    n/a
    
    n/a
    
    n/aMitel Telecom Limited (Inactive)
    
    UK
    
    28-Feb
    
    
    
    
    
    ü
    
    ü
    
    1 year after Apr 30
    
    
    
    n/a
    
    n/a
    
    3-Apr
    
    
    
    üSwan Solutions Limited
    
    UK
    
    31-Oct
    
    
    
    ü
    
    ü
    
    ü
    
    
    
    
    
    ü
    
    ü
    
    ü
    
    28-Jun
    
    ü
    
    üRest of WorldInter-Tel Canada Inc.
    
    Canada
    
    
    
    
    
    
    
    n/a
    
    n/a
    
    n/a
    
    30-Jun
    
    ü
    
    ü
    
    ü
    
    23-Aug
    
    ü
    
    üMitel  Branch Office
    
    Australia
    
    
    
    
    
    
    
    n/a
    
    n/a
    
    n/a
    
    
    
    
    
    
    
    n/a
    
    n/a
    
    n/a
    
    n/a
    
    n/aMitel  Branch Office
    
    Dubai
    
    
    
    
    
    
    
    n/a
    
    n/a
    
    n/a
    
    
    n/a

    
    
    
    n/a
    
    n/a
    
    n/a
    
    n/a
    
    n/aMitel  Branch Office
    
    Netherlands
    
    
    
    
    
    
    
    n/a
    
    n/a
    
    n/a
    
    30-Jan
    
    
    
    ü
    
    ü
    
    n/a
    
    n/a
    
    n/aMitel  Branch Office
    
    Puerto Rico
    
    
    
    
    
    2
    
    IP
    
    n/a
    
    n/a
    
    30-Mar
    
    
    
    ü
    
    n/a
    
    n/a
    
    n/a
    
    n/aMitel  Branch Office
    
    Singapore
    
    
    
    
    
    1
    
    
    
    ü
    
    ü
    
    28-Feb
    
    
    
    ü
    
    ü
    
    n/a
    
    n/a
    
    n/aMitel  Branch Office
    
    South Africa
    
    
    
    
    
    
    
    n/a
    
    n/a
    
    n/a
    
    
    n/a

    
    
    
    n/a
    
    n/a
    
    n/a
    
    n/a
    
    n/aMitel  Branch Office
    
    Spain
    
    
    
    
    
    
    
    
    
    ü
    
    ü
    
    25-Nov
    
    
    
    ü
    
    ü
    
    n/a
    
    n/a
    
    n/aMitel Comercio e Servicos do Brasil Ltda.
    
    Brasil
    
    29-Jun
    
    
    
    
    
    n/a
    
    n/a
    
    29-Jun
    
    
    
    n/a
    
    n/a
    
    n/a
    
    n/a
    
    n/aMitel Networks Asia Pacific Ltd.
    
    HK
    
    
    
    
    
    1
    
    IP
    
    IP
    
    ü
    
    
    
    
    
    IP
    
    IP
    
    ü
    
    31-Mar
    
    ü
    
    üMitel Networks International Limited
    
    Barbados
    
    15-Mar
    
    1
    
    IP
    
    ü
    
    ü
    
    15-Mar
    
    IP
    
    ü
    
    ü
    
    
    
    
    
    üMitel Networks (Mexico)
    
    Mexico
    
    
    
    
    
    
    
    
    
    IP
    
    n/a
    
    
    
    
    
    
    
    IP
    
    n/a
    
    n/a
    
    n/a
    
    n/aMitel Networks Overseas Limited
    
    Barbados
    
    15-Mar
    
    1
    
    IP
    
    ü
    
    ü
    
    15-Mar
    
    IP
    
    ü
    
    ü
    
    
    
    
    
    üTianchi Mitel Telecommunications Corp3
    
    China
    
    
    
    
    
    
    
    n/a
    
    n/a
    
    n/a
    
    
    
    
    
    n/a
    
    n/a
    
    n/aWinbay Pty Limited
    
    Australia
    
    31-Dec
    
    
    
    ü
    
    ü
    
    ü
    
    28-Dec
    
    ü
    
    ü
    
    ü
    
    28-Dec
    
    
    
    ü
 
 Ö   Completed and filedIP    In Progress1     Audited financial statements required2     Balance sheet required with tax filings3     50% ownership Partnerships, Joint Ventures, etc.:
  Name of Joint Venture
    
    Jurisdiction
    
    Ownership of SecuritiesTianchi Mitel Telecommunications Corp
    
    China
    
    50 % owned by the Corporation      25% owned by Tricom
Tianchi Limited      21.25% owned by Tianjin
Zhonghuan Electronic Computer
Corporation      3.125% owned by Tianjin
Economic Technological
Development Area Industrial
Investment Company      0.625% owned by
Trianjin Post and
Telecommunications
Administration of ChinaThe Corporation is a party to a series of agreements with Canandia Inc.,
Kanandia International Limited (Kanandia) and Petan Communication Solutions Private
Limited (Petan). Canandia Inc. has established a corporate structure, which structure
includes kanandia and, in India, Petan, that will assist the Corporation in promoting the sale
of its products in that region. As part of the corporate structure and related agreements, the
corporation will have the option, in its sole discretion, to acquire the beneficial ownership of Petan.The Corporation is not a partner in a partnership.




---



##### 



SECTION 3.5
 AUTHORIZED, ISSUED AND OUTSTANDING CAPITAL
 A.
    
    Stockholder Rights and Restrictions (inter alia, price protection, transfer, preemptive.
conversion, redemption, put. and anti-dilution rights).Pursuant to an arrangement between the Corporation and Osler, Hoskin & Harcourt LLP (OHH)
in respect of the provision of legal services to the Corporation, (a) the Corporation may,
at its option, issue Common Shares to OHH in partial satisfaction of outstanding accounts
with that firm, up to 25% of the value of each eligible invoice capped at a dollar amount of
$200,000 per year, and (b) certain price protection rights have been granted to OHH such
that OHH will be issued additional Common Shares if the Corporation subsequently issues
Common Shares (or grants options) at a lower price.B.
    
    Warrants.
 a)
    
    Warrants to acquire 37,174,887 Common Shares have been granted by the Corporation to
the Government of Canada pursuant to the Integrated Communications Solutions R&D Project
Agreement dated October 10, 2002, between the Corporation, March Networks Corporation and
the Government of Canada (the TPC Agreement). The warrants are exercisable on a
one-for-one basis for Common Shares of the Corporation for no additional consideration. The
TPC Agreement and warrant rights are further described in the Corporations SEC
filing on Form 20-F dated October 24, 2007.b)
    
    In favour of CIBC World Markets Inc., warrants to purchase a total of 1,000,000 common shares of the Corporation at an exercise price of CDN$1.00, as set forth in the Warrant
Certificate and Amendment Agreement, both of which are attached as Appendix A to this
Section 3.5.c)
    
    In favour of the holders of the convertible Notes (now repaid), amended and restated warrants to
purchase at total (in the aggregate) of 16 million common shares of the Corporation at an
exercise price (subject to appropriate adjustments) US$1.28. Each of these warrants have
been issued and sold to the noteholders on identical terms and conditions, although the
number of warrants granted may vary between noteholders. A copy of the form of amended and
restated noteholder warrant is attached as Appendix B to this Section 3.5.d)
    
    In favour of Terence H. Matthews warrants to purchase a total of 1,022,996 common shares
of the Corporation at an exercise price of US$1.32., as set forth in the Warrant Certificate
attached as Appendix C to this Section 3.5.e)
    
    In favour of Morgan Stanley Principal Investments Inc. warrants to
purchase a total of 3,284,196 common shares of the Corporation at an exercise
 price of US$1.32, as set forth in the Warrant Certificate attached as Appendix D to this Section 3.5f)
    
    In favour of Arsenal Holdco I, S.a.r.l. and Arsenal Holdco II, S.a.r.l. warrants to
purchase a total of 16,651,875 common shares of the Corporation at an exercise price of
US$1.32. Each of these warrants have been issued to the holders on identical terms and
conditions, although the number of warrants granted may vary between holders, as set
forth in the Warrant Certificates attached as Appendix E to this Section 3.5.A list of the record holders of warrants exercisable for shares of capital stock of the
Corporation and its Subsidiaries, as at December 31, 2007, is attached as Appendix F to this
Section 3.5.
 C.
    
    Options
 a)
    
    The 2001 Employee Stock Option Plan (2001 Plan) was initially approved by our
shareholders on March 6, 2001, and has since been superseded by the 2006 Equity Incentive
Plan (2006 Plan) although the options issued under the 2001 Plan continue to be governed
by the 2001 Plan All of (a) the Corporations non-employee directors, (b) the Corporations
full-time or permanent




---



##### 



part-time employees and officers, (c) employees, officers and directors of any of the
Corporations subsidiaries and affiliates, and (d) any of its consultants and consultant
companies are eligible to participate in the 2006 Plan and UK Sub-plan. A copy of the UK
Sub-plan is attached to this Section 4.5 as Appendix E. There are no other service
requirements or prerequisites to participation in the 2006 Plan. A total of 25,000,000
common shares are authorized for issuance under the 2001 Plan. As of July 31, 2007, there
were outstanding options to purchase 22,707,591 common shares under the 2001 Plan and 2006
Plan. An aggregate of 12% of the issued and outstanding shares (on an is-if-converted to
common share basis) is reserved for stock options. This 12% includes the total of the
outstanding options granted under both plans. Appropriate adjustments will be made to the
number of authorized shares under these plans and to the shares subject to outstanding
awards in the event of any reorganization, recapitalization, share split, dividend or other
change in our capital structure in order to account for the changed circumstances. The 2001
Plan and the 2006 Plan contain change of control provisions which accelerate vesting of
options under certain circumstances unless the board of directors or the compensation
committee determines in their discretion not to permit such options to vest. No
acceleration to the vesting of any of our outstanding options will occur as a result of the
completion of this transaction due to a resolution passed by the board of directors passed
on April 26, 2007. The board agreed that notwithstanding that the Financing and Merger may
constitute a change in control pursuant to the 2001 Plan and the 2006 Plan, any options
granted pursuant to either the 2001 Plan or the 2006 Plan which are not exercisable
immediately prior to Closing shall not be accelerated as a result of the Closing of the
Financing and Merger. As of September 8, 2006, no further options will be granted under the
2001 Plan. A copy of the 2001 Plan is attached as Appendix H to this Section 3.5, and is
described in the Corporations recent SEC filing on Form 20-F (October 24, 2007). As of
December 31, 2007, 16,973,065 grants have been made under this plan.b)
    
    The 2006 Equity Compensation Plan is attached as Appendix I to this Section 3.5. As
of December 31, 2007, 13,341,011 grants have been made under this plan.c)
    
    A list of options outstanding for shares of capital stock of the Corporation and its
Subsidiaries, as at December 31, 2007, is attached as Appendix J to this Section 4.5.
 D.
    
    Other Plans
 a)
    
    Effective May 14, 2001, the Corporation entered into the Mitel Networks Corporation
U.S. Employee Stock Purchase Plan which plan provided a means for employees of Mitel
Networks Inc. and Mitel Networks Solutions, Inc. to purchase common shares in the
Corporation for a period of one (1) year from the effective date and in accordance with the
terms provided therein. Although the plan is no longer active for the issuance of shares, shares remain issued and outstanding under the agreement.b)
    
    On December 9, 2004, the Corporation adopted a deferred share unit plan in order to
promote a greater alignment of interests among two members of the Corporations senior
management staff and our shareholders, as set out in Note 22 of the Financial Statements.
(One of the senior management participants has since left the Corporation.) The
Corporations previous supplemental executive retirement plan was wound up and terminated
by the Corporation in favour of the deferred share unit plan. Each deferred share unit
entitles the holder to receive a cash lump sum payment equal to the market value of our
common shares within one year of cessation of employment. Deferred share units are not
considered shares, nor is the holder of any deferred share unit entitled to voting rights
or any other rights attaching to the ownership of shares. The number of deferred share
units that may be awarded to a participant in any calendar year under the deferred share
unit plan is equal to 15% of the participants annual salary, less the




---



##### 



- 3 - 
 maximum amount of the participants eligible retirement savings plan contributions in that
particular taxable year. Within a year of a participants cessation of employment with the
Corporation, such participant will receive a lump sum payment in cash having a value equal
to the number of deferred share units recorded on his account multiplied by the market value
of our common shares, less any applicable withholding taxes. The deferred share unit plan
is administered by the Corporations Compensation Committee. A copy of the DSUP is attached
to this Section 3(s) as Appendix K.E.
    
    Other Redemption Obligations, Shareholder Agreements or
Registration Rights AgreementsAs a general practice, the Corporation accepts share subscriptions from certain employees
for the purchase of Common Shares, and agrees to advance interest free loans to such
employees to purchase such Common Shares. The Corporation has made it a practice, although
it is not an obligation, to forgive loans for employees who are terminated involuntarily.
In such instances, the Corporation redeems the shares not yet paid for.There are currently 3 employees in the UK and 1 in Canada who have outstanding loans. The
details are as follows (as at December 31, 2007):
 Location
    
    Amount outstanding on loanUK
    
    <£3200Canada
    
    < CAD$800
  (1)         (2)   (3)
 
 (1)
    
    Filed on May 3, 2004 as an exhibit to a Schedule 13D (Mitel as issuer) by EdgeStone Capital
Equity Fund II-A, L.P.; EdgeStone Capital Equity Fund II-US, L.P.; EdgeStone Capital Equity Fund
II-US-Inst., L.P.; National Bank Financial & co. Inc.; EdgeStone Capital Equity Fund II-A GP, L.P.;
EdgeStone Capital Equity Fund II US GP, L.P.; EdgeStone Capital Equity Fund II-US-Inst. GP, L.P.;
EdgeStone Capital Equity Fund II-A GP, Inc.; EdgeStone Capital Equity Fund II-US Main GP, Inc.;
Samuel L. Duboc; Gilbert S. Palter; Bryan W. Kerdman; Sandra Cowan; and EdgeStone Capital Equity
Fund II-B GP, Inc. and incorporated herein by reference.(2)
    
    Filed separately as an exhibit to the annual report on Form 20-F of Mitel for the year ended
April 30, 2006 and incorporated herein by reference.(3)
    
    Filed Separately as an exhibit to the annual report on Form 20-F of Mitel for the year ended
April 24, 2005 and the transition period ended April 30, 2005 and incorporated herein by reference.




---



##### 



SECTION 3.8
 GOVERNMENTAL OR THIRD PARTY CONSENTS
  
    
    Section 2.8 of the Shareholders Agreement requires the Corporation to obtain the prior
written consent of  Francisco Partners, prior to issuing any New Securities (as such term is defined in the shareholders Agreement) or any equity
securities or rights, options or warrants to purchase equity securities of any Subsidiary.Section 8.3 of the Class I share Terms requires the Corporation to obtain the prior written approval of the Class I
Majority Holders, prior to issuing additional Class I Shares. Class I Majority Holders is defined in the Class I Share Terms as one or more Class I shareholders who hold collectively more than fifty percent of the outstanding Class I shares.The Corporation will be required to obtain a waiver from Principal Shareholders
EdgeStone Capital Equity Fund II-B GP, Inc., EdgeStone Capital Equity Fund II Nominee, Inc., Arsenal Holdco I, S.a.r.l., Arsenal Holdco
II, S.a.r.l., Francisco Partners II(Cayman), L.P., Morgan Stanley Principal Investments Inc.,
Power Technology Investments Corporation, Wesley Clover Corporation, Celthic Tech Jet Limited and Dr. Terence H. Matthews
to the Shareholders Agreement if it is
unable to comply with the pre-emptive rights notice provisions under Section 4.1 of that
agreement.




---



##### 



SCHEDULE C
 INVESTORS
 Investor
    
    Class 1 Preferred Shares
    
    WarrantsArsenal Holdco I, S.a.r.l.
    
    
    7,966
    
    
    
    603,644Arsenal Holdco II, S.a.r.l.
    
    
    109
    
    
    
    8,260Morgan Stanley Principal
Investments, Inc.
    
    
    1,593
    
    
    
    120,714




---



##### 



EXHIBIT
A
 FORM
OF WARRANT


THIS WARRANT AND THE COMMON SHARES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR UNDER THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. THIS WARRANT MAY NOT BE EXERCISED, SOLD, OFFERED FOR SALE OR OTHERWISE
TRANSFERRED UNLESS (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
(II) IN A TRANSACTION THAT IS EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
 UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED
HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF SHALL NOT TRADE THE SECURITIES BEFORE THE
DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) JANUARY l , 2008, AND (ii) THE DATE THE
ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
 WARRANT CERTIFICATE
TO ACQUIRE COMMON SHARES OF
MITEL NETWORKS CORPORATION
 [FP  l ]  l  l
 l Holder Warrant Certificate l l Warrant Shares Corporation Exercise Price Warrant
  ARTICLE 1
EXERCISE OF WARRANT
 1.1 Election to Exercise
 Exercise Period [NTD: Presumably we want
this warrant to expire on the same day as the other warrants.]




---



##### 



-2- Election to Exercise Form Net Issuance Form Exercise Location
 1.2 Exercise
 Exercise Date
 1.3 Automatic Exercise
  1.4 Net-Issuance Exercise
  X
    =
    Y (A-B)A
  X = the number of Warrant Shares that shall be issued to the Holder.Y = the number of Warrant Shares in respect of which the net issuance
election is being made.




---



##### 



-3- A = the Fair Market Value (as defined herein) of one Common Share
as at the time the net issuance election is made.B =the Exercise Price (as adjusted to the date of calculation)
 1.5 Share Certificates
  1.6 Fractional Common Shares
  1.7 Common Shares to be Reserved
  1.8 No Issuance Charge
  1.9 Replacement




---



##### 



-4- 1.10 Expiry
  ARTICLE 2
ADJUSTMENTS TO EXERCISE PRICE
 2.1 Adjustments for Dilution
 Original Issuance Date
 EP2
    
    =
    
    EP1(A+B) / (A+C), where:EP2
    
    =
    
    New Exercise Price after giving effect to issuance of additional Common Shares or Derivative
Securities (New Issue)EP1
    
    =
    
    Exercise Price in effect immediately prior to the New IssueA
    
    =
    
    Number of Common Shares deemed to be outstanding immediately prior to
New Issue on an as-if-converted to Common Shares basisB
    
    =
    
    Aggregate consideration received by the Corporation with respect to the New
Issue divided by EP1C
    
    =
    
    Number of Common Shares issued in the New Issue on an as-if converted to Common Share basis
 Exercise Price 1 2
 2.2 Additional Provisions Regarding Dilution
  (a)
    
    if a part or all of the consideration received by the Corporation in connection
with the issuance of additional Common Shares or Derivative Securities consists of




---



##### 



-5- property other than cash, such consideration is deemed to have a value equal to its
Fair Market Value;
 (b)
    
    no adjustment of the Exercise Price is to be made upon the issuance of any
Derivative Securities or additional Common Shares that are issued upon the exercise,
conversion or exchange of any Derivative Securities;(c)
    
    any adjustment of the Exercise Price is to be disregarded if, and to the extent
that, all of the Derivative Securities that gave rise to such adjustment expire or are
cancelled without having been exercised or converted, so that the Exercise Price
effective immediately upon such cancellation or expiration is equal to the Exercise
Price that otherwise would have been in effect immediately prior to the time of the
issuance of the expired or cancelled Derivative Securities, with any additional
adjustments as subsequently would have been made to that Exercise Price had the expired
or cancelled Derivative Securities not been issued;(d)
    
    if the terms of any Derivative Securities previously issued by the Corporation
are changed (whether by their terms or for any other reason) so as to raise or lower the
Consideration Per Share payable with respect to such Derivative Securities (whether or
not the issuance of such Derivative Securities originally gave rise to an adjustment of
the Exercise Price), the Exercise Price is adjusted as of the date of such change;(e)
    
    the Consideration Per Share received by the Corporation in respect of Derivative
Securities is determined in each instance as follows:
 (i)
    
    the Consideration Per Share is determined as of the date of
issuance of Derivative Securities without giving effect to any possible future
price adjustments or rate adjustments that might be applicable with respect to
such Derivative Securities and that are contingent upon future events; and(ii)
    
    in the case of an adjustment to the Exercise Price to be made as a
result of a change in terms of any Derivative Securities, the Consideration Per
Share for purposes of calculating the adjustment to the Exercise Price is
determined as of the date of such change and, for greater certainty, not as of
the date of the issuance of the Derivative Securities; and
 (f)
    
    notwithstanding any other provisions contained in this Warrant Certificate, but
except as provided in Section 2.2(d) or 2.4, no adjustment to the Exercise Price is to
be made in respect of the issuance of additional Common Shares or Derivative Securities
in any case in which such adjustment would otherwise result in the Exercise Price being
greater than the Exercise Price in effect immediately prior to the issuance of such
additional Common Shares or Derivative Securities.




---



##### 



-6- 
 2.3 Excluded Transactions
 Excluded Issuances
 (a)
    
    any Common Shares issued or issuable upon exercise of this Warrant, or other
warrants issued on the date hereof, or other warrants issued on August 16, 2007 up to an
aggregate of l [NTD: Total number of Common Shares issuable pursuant to all
Warrants on the date of the closing.]Common Shares (subject to adjustment pursuant to
this Article 2);(b)
    
    any option to purchase Common Shares or other Derivative Securities granted under
any stock option plan, stock purchase plan or other stock compensation program of the
Corporation approved by the Board of Directors and/or Common Shares or other Derivative
Securities allotted for issuance, issued or issuable pursuant to any such plan or
arrangement, or the issuance of any Common Shares upon the exercise of any such options
or other Derivative Securities; provided, however, that any Common Shares issued upon
the exercise of any such options, together with any Common Shares or Derivative
Securities allocated for issuance, issued or issuable, shall not exceed 12.5% of the
Common Shares outstanding on August 16, 2007 (calculated on an as-if-converted into
Common Shares basis);(c)
    
    any equity securities issued pursuant to a Qualified IPO;(d)
    
    any issuance of Common Shares pursuant to the exercise of any warrants
outstanding as of August 16, 2007 to acquire Common Shares issued to each of (i) the
Canadian Imperial Bank of Commerce (ii) EdgeStone Capital Equity Fund II-B GP, Inc., as
agent for EdgeStone Capital Equity Fund II-A, L.P. and its parallel investors, and
EdgeStone Capital Equity Fund II Nominee, Inc., as nominee for EdgeStone Capital fund
II-A, L.P. and its parallel investors, (iii) Highbridge International LLC, Marathon
Special Opportunity Special Fund, Ltd., Fore Convertible Master Fund, Ltd. and Fore
Multistrategy Master Fund, Ltd., and (iv) Technology Partnerships Canada, or any of
their permitted assignees (pursuant to contracts in existence on the Original Issuance
Date);(e)
    
    any equity securities issued to bona fide consultants or professional advisors of
the Corporation as part of the consideration for services received by the Corporation
from such consultants or professional advisors; provided that such issuances in the
aggregate do not exceed 0.25% of the Common Shares issued and outstanding on the
Original Issuance Date, all calculated on an as-if-converted into Common Shares basis;
and(f)
    
    any Common Shares or Derivative Securities issued to or in connection with any of
the following (i) licensors of technology to the Corporation, (ii) lending or leasing
institutions in connection with obtaining debt financing, or (iii) any other




---



##### 



-7- technology licensing, equipment leasing or other non equity interim financing
transaction; provided that: (A) any such transaction or transactions approved by the
Board of Directors; and (B) the maximum aggregate number of Common Shares (including
Common Shares issuable on the conversion or exercise of Derivative Securities) that
may be issued pursuant to all transactions contemplated by this clause (i) shall not
exceed 1% of the aggregate number of Common Shares issued and outstanding on the
Original Issuance Date (subject to appropriate adjustments for stock dividends, stock
splits, stock consolidations, capital reorganizations and the like occurring after the
Original Issuance Date), all calculated on an as-if-converted into Common Shares
basis.
 2.4 Adjustments for Stock Splits
  (a)
    
    the numerator of which is the number of Common Shares issued and outstanding
immediately before the Stock Split; and(b)
    
    the denominator of which is the number of Common Shares issued and outstanding
immediately after the Stock Split.
  2.5 Adjustments for Capital Reorganizations




---



##### 



-8-  2.6 Other Distributions
  2.7 No Impairment
  2.8 Reservation of Common Shares
  2.9 Disputes




---



##### 



-9- 2.10 Certificate as to Adjustments
  2.11 Further Adjustment Provisions
 mutatis
mutandis
 2.12 Other Events
  2.13 Cumulative Adjustments
  2.14 Notice of Adjustment




---



##### 



-10-  2.15 Notice of Special Matters
  ARTICLE 3
LIMITATION ON TRANSFER
 3.1 Limitations on Transfer
  3.2 Transfer Legend




---



##### 



-11-  l
 ARTICLE 4
WARRANTIES AND COVENANTS
 4.1 General Covenants, Responsibilities and Warranties of the Corporation
 (a)
    
    The Corporation represents and warrants that it is duly authorized to enter into
and perform its obligations under this Warrant Certificate.(b)
    
    The Corporation shall at all times reserve and keep available free from
pre-emptive rights, out of the aggregate of its authorized unissued Common Shares, for
the purpose of enabling it to satisfy any obligation to issue Common Shares upon
exercise of this Warrant, the full number of Warrant Shares deliverable upon the
exercise thereof.(c)
    
    The Corporation covenants that all Warrant Shares which may be issued upon
exercise of this Warrant and payment therefor will, upon issue, be fully paid and
non-assessable.(d)
    
    In the event that the Common Shares are listed or quoted for trading on any stock
exchange or quotation system, the Corporation shall use its commercially reasonable best
efforts to cause all Warrant Shares issued upon exercise of this Warrant to be listed
for trading on each such exchange.(e)
    
    The Corporation represents and warrants that all necessary corporate actions have
been done and performed to create this Warrant and to make this Warrant and this Warrant
Certificate a legal, valid and binding obligation of the Corporation. The Corporation
will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged
and delivered, all other acts, deeds and assurances in law as may be reasonably required
for the better accomplishing and effecting of the intentions and provisions of this
Warrant Certificate.(f)
    
    The Corporation will give written notice of the issue of the Warrant Shares upon
the exercise of this Warrant, in such detail as may be required, to each securities
commission or similar regulatory authority in each applicable jurisdiction in




---



##### 



-12- Canada in which there is legislation or regulations requiring the giving of any such
notice.
 (g)
    
    The Corporation will direct its transfer agent to, or if the Corporation serves
as its own transfer agent, the Corporation shall, issue share certificates representing
the number of Warrant Shares issuable upon exercise of this Warrant as evidenced by a
duly executed Election Exercise Form or Net Issuance Form, and subject to adjustment as
set forth herein within five (5) Business Days of receipt of such form by the
Corporation.(h)
    
    Except in the case that this Warrant is deemed to be automatically exercised as
contemplated by Section 1.3 hereof, the Corporation will not enter into any transaction
whereby all or substantially all of its undertaking, property and assets would become
the property of any other corporation (herein called a successor corporation) whether
by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer,
sale, disposition or otherwise, unless prior to or contemporaneously with the
consummation of such transaction, the Corporation and the successor corporation shall
have executed such instruments and done such things as, in the opinion of counsel to the
Holder, are reasonably necessary or advisable to establish that upon the consummation of
such transaction:
 (i)
    
    the successor corporation will have assumed all the covenants and
obligations of the Corporation under this Warrant Certificate; and(ii)
    
    this Warrant will be a valid and binding obligation of the
successor corporation entitling the Holder, as against the successor corporation,
to all the rights of the Holder under this Warrant.
 (i)
    
    The Corporation represents and warrants that the issuance, execution and delivery
of this Warrant does not, and the issuance of the Warrant Shares upon the exercise of
this Warrant in accordance with the terms hereof will not, (i) violate or contravene the
Corporations articles, by-laws, or any law, statute, regulation, rule, judgment or
order applicable to the Corporation, (ii) violate, contravene or result in a breach or
default under any contract, agreement or instrument to which the Corporation is a party
or by which the Corporation or any of it assets are bound or (iii) require the consent
or approval of or the filing of any notice or registration with any person or entity.
 4.2 Payment of Taxes and Duties




---



##### 



-13- Other Taxes
 4.3 Remedies
  ARTICLE 5
RULES OF INTERPRETATION
 5.1 Definitions
  as-if converted to Common Share basis
 (a)
    
    in respect of a Class 1 Share, the number of whole Common Shares into which such
Class 1 Share is then convertible; and(b)
    
    in respect of any other Derivative Securities, the number of whole Common Shares
into which such securities are then convertible, exchangeable or exercisable;
 Business Day
 Class 1 Shares




---



##### 



-14- Common Shares
 Consideration Per Share
 (c)
    
    in respect of the issuance of Common Shares, an amount equal to:
 (i)
    
    the total consideration received by the Corporation for the
issuance of such Common Shares, divided by(ii)
    
    the number of such Common Shares issued;
 (d)
    
    in respect of the issuance of Derivative Securities, an amount equal to:
 (i)
    
    the total consideration received by the Corporation for the
issuance of such Derivative Securities plus the minimum amount of any additional
consideration payable to the Corporation upon exercise, conversion or exchange of
such Derivative Securities; divided by(ii)
    
    the maximum number of Common Shares that would be issued if all
such Derivative Securities were exercised, converted or exchanged in accordance
with their terms on the effective date of the relevant calculation,
 Consideration Per Share
 Derivative Securities
 (e)
    
    all shares and other securities that are convertible into or exchangeable for
Common Shares (including the Class 1 Shares); and(f)
    
    all options, warrants and other rights to acquire Common Shares or securities
directly or indirectly convertible into or exchangeable for Common Shares;
 Excluded Issuances
 Expiry Date
 Fair Market Value
 (a)
    
    in respect of assets other than securities, the fair market value thereof as
determined in good faith by the Board of Directors, provided, however, that if the




---



##### 



-15- Holder object in writing to any such determination within 10 days of receiving notice
of such determination, the fair market value will be determined by an independent and
qualified investment banking or business valuation firm mutually agreeable to the
Board of Directors and the Holder, whose decision is final and binding on all Persons
(the costs of which shall be borne by the Corporation);
 (b)
    
    in respect of Common Shares, the fair market value thereof, as determined in
accordance with Exhibit 1 attached to this Warrant; and(c)
    
    in respect of securities other than Common Shares:
 (i)
    
    if such securities are not subject to any statutory hold periods or
contractual restrictions on transfer:
 (A)
    
    if traded on one or more securities exchanges or
markets, the weighted average of the closing prices of such securities on
the exchange or market on which the securities are primarily traded over
the 20 day period ending three days prior to the relevant date;(B)
    
    if actively traded over-the-counter, the weighted
average of the closing bid or sale prices (whichever are applicable) over
the 20 day period ending three days prior to the relevant date; or(C)
    
    if there is no active public market, the fair market
value of such securities as determined in good faith by the Board of
Directors, but no discount or premium is to be applied to their valuation
on the basis of the securities constituting a minority block or a majority
block of securities, or
 (ii)
    
    if such securities are subject to statutory hold periods or
contractual restrictions on transfer, or both, the fair market value of such
securities as determined by applying an appropriate discount, as determined in
good faith by the Board of Directors, to the value as calculated in accordance
with clause (A) above,
  Qualified IPO




---



##### 



-16- Shareholders Agreement
 Stock Split
 (d)
    
    the issuance of Common Shares as a dividend or other distribution on outstanding
Common Shares;(e)
    
    the subdivision of outstanding Common Shares into a greater number of Common
Shares; or(f)
    
    the combination of outstanding Common Shares into a smaller number of Common
Shares.
 5.2 Certain Rules of Interpretation
  (a)
    
    Currency Unless otherwise specified, all references to money amounts are to
lawful currency of the United States of America.(b)
    
    Governing Law This Warrant Certificate is a contract made under and shall be
governed by and construed in accordance with the laws of the State of New York. Subject
to Section 2.9 and with respect to determination of the Fair Market Value as provided
for herein, any action, suit or proceeding arising out of or relating to this Warrant
Certificate shall be brought in the courts of the State of New York and each of the
Parties hereby irrevocably submits to the non-exclusive jurisdiction of such courts.(c)
    
    Headings Headings of Articles and Sections are inserted for convenience of
reference only and shall not affect the construction or interpretation of this Warrant
Certificate.(d)
    
    Number and Gender Unless the context otherwise requires, words importing the
singular include the plural and vice versa and words importing gender include all
genders.(e)
    
    Time Time is of the essence in the performance of the parties respective
obligations under this Warrant Certificate.(f)
    
    Time Periods Unless otherwise specified, time periods within or following
which any payment is to be made or act is to be done shall be calculated by excluding
the day on which the period commences and including the day on which the period ends and
by extending the period to the next Business Day following if the last day of the period
is not a Business Day.




---



##### 



-17- 
 (g)
    
    Business Days If any payment is required to be made or other action is
required to be taken pursuant to this Warrant Certificate on a day which is not a
Business Day, then such payment or action shall be made or taken on the next Business
Day.(h)
    
    Including Where the word including or includes is used in this Warrant
Certificate, it means including (or includes) without limitation.(i)
    
    No Strict Construction The language used in this Warrant Certificate is the
language chosen by the parties to express their mutual intent, and no rule of strict
construction shall be applied against any party.(j)
    
    Severability If, in any jurisdiction, any provision of this Warrant
Certificate or its application to the Corporation or the Holder or circumstance is
restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction,
be ineffective only to the extent of such restriction, prohibition or unenforceability
without invalidating the remaining provisions of this Warrant Certificate and without
affecting the validity or enforceability of such provision in any other jurisdiction or
without affecting its application to the other party or other circumstances.




---



##### 



IN WITNESS WHEREOF
 DATED
 MITEL NETWORKS CORPORATIONBy:Name:Title:




---



##### 



EXHIBIT I
 DETERMINATION OF FAIR MARKET VALUE
 Fair Market Value
 (k)
    
    The Board of Directors and the Holder will in good faith attempt to agree upon
the Fair Market Value of the Common Shares that are the subject of the proposed
determination under this Exhibit 1.(l)
    
    Fair Market Value of such Common Shares will in all cases (i) be calculated on
the assumption of an arms length sale at open market value on a going concern basis
with no minority discount applied, and (ii) take into account any conversion rights,
liquidation preferences and any other entitlements attached to any other securities of
the Corporation.(m)
    
    If the Fair Market Value has not been agreed upon between the Corporation and
the Holder within 10 Business Days after commencing their good faith attempt to agree
upon the Fair Market Value under clause (a) above, then within five Business Days after
the end of such 10 Business Day period, the Corporation and the Holder shall jointly
appoint a U.S. or Canadian nationally recognized independent and qualified investment
banking or business valuation firm (the Valuator) to determine the Fair Market Value
of such shares which are subject of the proposed determination under this Exhibit
1. If the Corporation, the Holder cannot agree on a Valuator within such five
Business Day period, the Corporation or the Holder may thereafter apply to a court of
competent jurisdiction to have the court appoint such Valuator meeting the foregoing
criteria to determine the Fair Market Value of the subject shares. The determination by
the Valuator shall be final and binding on the Corporation and the Holder absent
manifest error.(n)
    
    The Corporation shall be responsible for all costs incurred in connection with
the independent valuation performed by the Valuator (including the costs of any court
proceeding to appoint the Valuator, if applicable).(o)
    
    The Valuator shall be instructed to deliver its determination of Fair Market
Value as at the applicable valuation date, as soon as practicable following its
appointment and in any event within 30 Business Days thereafter.(p)
    
    In the event that the Valuator provides a range of fair market values, the
middle of such range shall be utilized for purposes of determining the Fair Market
Value of the subject shares.(q)
    
    The Corporation shall immediately provide to the Valuator such information,
including confidential information, and allow such firm to conduct due diligence and
make such investigations and inquiries with respect to the affairs




---



##### 



-2- of the Corporation and its subsidiaries as may be required by such Valuator in order
to fulfill its mandate, provided that such firm executes a confidentiality agreement
in favor of the Corporation containing standard terms and conditions.




---



##### 



SCHEDULE A
 ELECTION TO EXERCISE
 TO: MITEL NETWORKS CORPORATION
    th
 [l]By:Name:
    lTitle:
    l  Address:
    
    [l]Registration Instructions:
    
    [l]




---



##### 



SCHEDULE B
 NET ISSUANCE ELECTION FORM
 TO: MITEL NETWORKS CORPORATION
   th
 [l ]By:Name:
    lTitle:
    l  Address:
    
    [l]Registration Instructions:
    
    [l]