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INCORPORATED UNDER THE CANADA BUSINESS CORPORATIONS ACT
 No.C1CP-
    
    CLASS 1 CONVERTIBLE PREFERRED
SHARES
 MITEL NETWORKS CORPORATION
 THIS IS TO CERTIFY THAT
 
 CLASS 1 CONVERTIBLE PREFERRED SHARES
 MITEL NETWORKS CORPORATION
  (i)
    
    the rights, privileges, restrictions and conditions attached
to the said shares and to each class authorized to be issued and to each series insofar as the same have been fixed by the directors; and(ii)
    
    the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series, if applicable.
 RESTRICTIONS ON TRANSFER There are restrictions on the right
to transfer the shares represented by this Certificate.
 IN WITNESS OF WHICH
 President
    
    Assistant Corporate Secretary




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Unless permitted under Canadian securities legislation, the holder of the securities
represented hereby and the securities issuable upon exercise hereof shall not trade such
securities before the date that is four months and a day after the later of (i) August       ,
2007, and (ii) the date the Corporation became a reporting issuer in any province or
territory.
 The securities represented hereby and the securities issuable upon the exercise hereof have
not been registered under the United States Securities Act of 1933, as amended (the Securities
Act) or any state securities laws. The holder hereof, by purchasing such securities, agrees for
the benefit of Mitel Networks Corporation (the Corporation) that such securities may be offered,
sold, pledged or otherwise transferred only (a) pursuant to an effective registration statement
under the Securities Act; (b) to the Corporation; (c) outside the United States in accordance with
Rule 904 of Regulation S under the Securities Act and in compliance with local laws; or (d) within
the United States (1) in accordance with an exemption from registration under the Securities Act,
such as that provided by (i) Rule 144 or (ii) Rule 144A thereunder, if available, and in
compliance with any applicable state securities laws or (2) in a transaction that does not require
registration under the Securities Act or applicable state securities laws, and the seller shall,
in the case of transfers pursuant to D(1)(1) or D(2) above, be required to furnish to the
Corporation an opinion to such effect from counsel of recognized standing reasonably satisfactory
to the Corporation prior to such offer, sale or transfer.
 Subject to the expiration of the period described in the first paragraph of this legend, and
provided that the Corporation is a foreign issuer within the meaning of Regulation S of the
Securities Act, a new certificate, bearing no legend may be obtained from the registrar and
transfer agent for these securities (the Transfer Agent) upon delivery of this certificate and a
duly executed declaration, in a form satisfactory to the Transfer Agent and the Corporation, to
the effect that the sale of the securities represented hereby is being made in compliance with
Rule 904 of Regulation S under the Securities Act, the Transfer Agent may also require an opinion
of counsel in connection with any offer, sale, pledge or transfer of the securities by the holder
hereof.
 The securities represented by this share certificate are subject to certain restrictions with
respect to the voting and the transfer of such securities set forth in a shareholders agreement
dated as of August 16, 2007 by and among the issuer of such securities and the registered
holder of this share certificate (or such holders predecessor-in-interest) and certain others. A
copy of such shareholders agreement is on file and may be inspected by the registered holder of
this certificate at the registered office of the issuer.
 For Value Received
 Class 1
Convertible Preferred
  
  
 NOTICE THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.