**THIS COMMON SHARE REPURCHASE AND VOTING AGREEMENT**is made as of the 30th day of May,2007.BETWEEN:     **ZARLINK SEMICONDUCTOR INC.**, a corporation governed by the laws of Canada,     (the “**Shareholder**”)- and -     **MITEL NETWORKS CORPORATION**, a corporation governed by the laws of Canada,     (“**Mitel**”)RECITALS:A. The Shareholder is the beneficial owner of 10,000,000 issued and outstanding common shares(the “**Shares**”) in the capital of Mitel. B. Mitel has agreed to acquire indirectly all of the outstanding stock of Inter-Tel (Delaware)Incorporated (“**Inter-Tel**”) (the “**Merger**”) pursuant to the terms of an agreement and plan ofmerger between Inter-Tel, Mitel and a subsidiary of Mitel dated April 26, 2007. C. In contemplation of the Merger, the Shareholder has agreed to exercise its put rightcontained in Section 6.6 of the shareholders agreement (the “**Shareholders Agreement**”) dated asof the 23rd day of April, 2004 among Mitel, the Shareholder and certain othershareholders of Mitel, as amended by amending agreement dated as of the 26th day ofJune, 2006 and as further amended by second amending agreement of even date herewith, and tosell to Mitel, and Mitel has agreed to repurchase, the Shares at the purchase price and on theterms and conditions set forth in this Agreement.

 

- 2 -D. Also in contemplation of the Merger, the Shareholder and Mitel have agreed to take certainother actions as set forth in this Agreement.**THEREFORE,**the parties agree as follows:**1.** **Definitions**Whenever used in this Agreement, the following words and terms have the meanings set out below:**“Affiliate”**has the meaning set forth in the *Canada Business Corporations Act*;**“Agreement”**means this Common Share Repurchase and Voting Agreement, including allschedules, and all amendments or restatements, as permitted, and references to “**Article”**or“**Section”**mean the specified Article or Section of this Agreement;**“Acquisition”**means any transaction, whether by way of sale, takeover bid, amalgamation,merger, statutory arrangement or other corporate transaction, whether by a singletransaction or a series of transaction, pursuant to which any person, together with itsAffiliates, acquires all of the issued and outstanding shares in the capital of Mitel or allor substantially all of the assets of Mitel and its Affiliates;**“Business Day”**means any day on which the Canadian chartered banks are open for business inthe City of Ottawa, excluding Saturdays and Sundays;**“Closing Date”**has the meaning set forth in Section 2;**“Common Shares”**means the common shares in the capital of Mitel;**“Encumbrances”**means pledges, liens, charges, security interests, leases, title retentionagreements, mortgages, restrictions, developments or similar agreements, easements,rights-of-way, title defects, options or adverse claims, or encumbrances of any kind orcharacter whatsoever;**“IPO”**means the initial public offering of Common Shares or other securities in the capitalof Mitel, or any other transaction, as a result of which (in either case) the shares ofMitel are listed and posted for trading, traded or quoted on one or more of the Toronto

 

- 3 -Stock Exchange, the London Stock Exchange (including the Alternative Investment Market), theNew York Stock Exchange or the NASDAQ National Market System (provided that, any filing of aregistration statement or similar instrument with the Securities and Exchange Commissionunder the *U.S. Securities and Exchange Act of 1934*in fulfillment of Mitel’s existingobligations as a foreign private issuer shall be deemed not to constitute an IPO for thepurposes of this Agreement); and**“Parties”**means the Shareholder and Mitel, collectively, and “Party” means any one of them.**2.** **Notification of Closing of the Merger**At least ten (10) Business Days prior to the date of closing (the “**Closing Date**”) of the Merger,Mitel shall provide written notice (the “**Mitel Notice**”) of such Closing Date to the Shareholder,which notice shall also include reference to the date on or before which the Shareholder isrequired to deliver, in connection with the Merger, to Mitel the Shareholder’s notice of exerciseof its put rights pursuant to Section 6.6 of the Shareholders Agreement.**3.** **Exercise of the Zarlink Put Right**At least six (6) Business Days prior to the Closing Date, the Shareholder shall deliver to Mitel awritten notice (the “**Zarlink Put Notice**”) requiring Mitel to purchase all of the Shares immediatelyprior to and conditional upon the closing of the Merger, pursuant to and in accordance withSection 6.6 of the Shareholders Agreement. The Zarlink Put Notice shall be in the form attached tothis Agreement as Schedule “A”. Concurrently with its delivery of the Zarlink Put Notice, theShareholder shall deliver to Mitel share certificate(s) representing the Shares duly endorsed inblank for transfer, or accompanied by irrevocable security transfer powers of attorney dulyexecuted in blank.**4.** **Repurchase of Shares and Payment of Purchase Price** (a) Immediately prior to and conditional upon the closing of the Merger, theShareholder shall sell, assign and transfer to Mitel and Mitel shall repurchase fromthe Shareholder, as of the Closing Date, the Shares for an aggregate purchase priceequal to Twelve Million, Nine Hundred Thousand Dollars

 

- 4 -   ($12,900,000.00), based on a purchase price per share of $1.29 (the “**PurchasePrice**”).  (b) Mitel shall pay and satisfy the Purchase Price on the Closing Date by way ofcertified cheque drawn in the name of or wire transfer to the account of theShareholder (without withholding, deduction or set off in any manner whatsoever otherthan any withholding required or expressly permitted by applicable tax law). In theevent the Shareholder requires satisfaction of the Purchase Price by way of wiretransfer, the Shareholder shall provide to Mitel in writing its wire transfercoordinates at least three (3) Business Days prior to the Closing Date, together withthe coordinates of a contact person at the Shareholder’s bank authorized to make thenecessary arrangements with regards to such wire transfer.  (c) If, prior to the date which is twelve (12) months after the Closing Date, Mitelcompletes an Acquisition or IPO at an effective price per share of at least $1.75,Mitel shall, upon the completion of the Acquisition or IPO, as the case may be, pay tothe Shareholder by way of certified cheque drawn in the name of or wire transfer to theaccount of the Shareholder (without withholding, deduction or set off in any mannerwhatsoever other than any withholding required or expressly permitted by applicable taxlaw), as additional consideration for the repurchase of the Shares, an amount per Shareequal to seventy-five percent (75%) of the amount by which the effective price pershare in the Acquisition or IPO exceeds $1.29.**5.** **Failure to Close the Merger**In the event that the closing of the Merger has not occurred within thirty (30) days of the ClosingDate referenced in the Mitel Notice, the Zarlink Put Notice delivered in accordance with Section 3of this Agreement shall be void and of no further effect and Mitel shall forthwith return to theShareholder the share certificates evidencing the Shares.**6.** **Agreement to Vote**The Shareholder hereby agrees to vote (or cause to be voted) the Shares, whether by way of vote, inperson or by proxy, at any shareholders meeting or by way of written consent, in favour of,

 

- 5 -and to take all other actions necessary or desirable to approve the amendment of the articles ofMitel to: (a) create a new class of shares in the capital of Mitel, the Class 1 convertiblepreferred shares, substantially on the terms and conditions set forth in the draftsubscription agreement provided to the Shareholder as Schedule A to the Consent andWaiver executed by the Shareholder on or about the date hereof; and  (b) after the repurchase of the Shares and certain other shares in the capital ofMitel, to delete from the articles the class A convertible preferred shares and class Bconvertible preferred shares, together with all designated series thereof.To the extent permitted by law, the Shareholder hereby expressly waives any right of dissent orappraisal under applicable laws with respect to the approvals set forth in paragraphs (a) and (b)of this Section 6.**7.** **Agreement to Terminate Shareholders Agreement and Registration Rights Agreement**The Shareholder hereby agrees to terminate, conditional upon the completion by Mitel of itsobligation to repurchase the Shares pursuant to this Agreement and upon the closing of the Merger: (a) the Shareholder’s Agreement; and  (b) the Registration Rights Agreement dated as of the 23rd day of April,2004 among Mitel, the Shareholder and certain other shareholders of Mitel (the“**Registration Rights Agreement**”),in accordance with the terms of each of the Shareholders Agreement and the Registration RightsAgreement. The form of such termination agreement shall be as set forth in Schedule “B”(Termination of Shareholders Agreement and Registration Rights Agreement) attached to thisAgreement.

 

- 6 -**8.** **Representations, Warranties and Covenants of the Shareholder**The Shareholder represents, warrants and covenants that: (a) the Shareholder has the requisite power, authority and capacity to enter intothis Agreement (and all other agreements and documents required to be deliveredhereunder) on the terms and conditions herein set forth and to transfer the legal andbeneficial right, title and ownership of the Shares to Mitel and all necessarycorporate action has been or will be taken prior to the Closing Date on the part of theShareholder to transfer the legal and beneficial right, title and ownership of theShares to Mitel on the Closing Date;  (b) the execution and delivery of this Agreement and the consummation of thetransactions contemplated by this Agreement have been duly authorized by all necessarycorporate or similar action on the part of the Shareholder. This Agreement and alldocuments executed or to be executed by the Shareholder pursuant to this Agreementconstitute and will constitute on the Closing Date valid and binding obligations of theShareholder enforceable against it in accordance with their respective terms, subjectto bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and otherlaws relating to or affecting creditors’ rights generally and subject to generalprinciples of equity;  (c) the execution, delivery, and performance of this Agreement by the Shareholderwill not (i) constitute a violation of its articles of incorporation or by-laws, eachas amended, (ii) result in the breach of or constitute a default under any materialagreement of the Shareholder, or (iii) constitute a violation of any law applicable orrelating to it or its businesses;  (d) no Person, other than Mitel, has any agreement, option or right to purchase oracquire, or capable of becoming an agreement for the purchase or acquisition of, theShares; and  (e) the Shareholder has good and marketable title to the Shares and has theexclusive right to dispose of the Shares. The Shares will be transferred and sold toMitel free and clear of all Encumbrances.

 

- 7 -**9.** **Representations, Warranties and Covenants of Mitel**Mitel hereby represents, warrants and covenants to the Shareholder that: (a) Mitel has the requisite power, authority and capacity to enter into thisAgreement (and all other agreements and documents required to be delivered hereunder)and to carry out its obligations under this Agreement on the terms and conditionsherein set forth, including the repurchase of the Shares set forth in this Agreement;  (b) the execution and delivery of this Agreement and the consummation of thetransactions contemplated by this Agreement have been duly authorized by all necessarycorporate action on the part of Mitel. This Agreement and all documents executed or tobe executed by Mitel pursuant to this Agreement constitute and will constitute on theClosing Date valid and binding obligations of Mitel enforceable against it inaccordance with their respective terms, subject to bankruptcy, insolvency, fraudulenttransfer, reorganization, moratorium and other laws relating to or affecting creditors’rights generally and subject to general principles of equity; and  (c) the execution, delivery, and performance of this Agreement by Mitel (includingthe acquisition of the Shares) will not (i) constitute a violation of its articles ofincorporation or by-laws, each as amended, (ii) result in the breach of or constitute adefault under any material agreement of Mitel, or (iii) constitute a violation of anylaw applicable or relating to it or its businesses.**10.** **Survival of Representations, Warranties and Covenants**The respective representations, warranties and covenants of the Shareholder and Mitel containedherein shall survive the consummation of the repurchase of the Shares. No investigations made byor on behalf of Mitel or the Shareholder or any of their respective authorized agents at any timeshall have the effect of waiving, diminishing the scope of or otherwise affecting anyrepresentation, warranty or covenant made by the Shareholder or Mitel, as the case may be, in orpursuant to this Agreement.

 

- 8 -**11.** **Conveyance**The Shareholder shall sign, execute and deliver all documents, transfers, assignments, matters andthings which are convenient and necessary or which counsel for Mitel may advise for more completelyand effectually conveying, assigning and transferring to or vesting all right, title and interestin the Shares in Mitel on the Closing Date.**12.** **Power of Attorney**Should the Shareholder, in the opinion of Mitel acting reasonably, fail to transfer the Shares toMitel in accordance with Section 4 or to vote the Shares in accordance with Section 6, or to fulfilany of its other obligations pursuant to this Agreement, then the Secretary of Mitel shall bedeemed to be irrevocably appointed as the true and lawful attorney for the Shareholder withauthority to do all things and execute and deliver, on behalf of and in the name of theShareholder, such consents, resolutions, proxies, deeds, transfers, share certificates,resignations or other documents as may be necessary to complete the sale transaction contemplatedherein, and to vote the Shares in accordance with Section 6, and the Shareholder shall have noclaim or cause of action against any Party hereto, or against any third party, as a result of theSecretary of Mitel so acting as its attorney, or otherwise in connection with such sale transactionor vote. Such appointment and power of attorney, being coupled with an interest, shall not berevoked by the insolvency or bankruptcy of the Shareholder and the Shareholder hereby ratifies andconfirms and agrees to ratify and confirm all that the Secretary of Mitel may lawfully do or causeto be done by virtue of such appointment and power.**13.** **Further Assurances**The Parties shall, with reasonable diligence, do all such things and provide all such reasonableassurances as may be required to consummate the transactions contemplated by this Agreement, andeach Party shall provide such further documents or instruments required by the other Party as maybe reasonably necessary or desirable to effect the purpose of this Agreement and carry out itsprovisions.

 

- 9 -**14.** **Remedies and Specific Performance**The rights and remedies of the Parties under this Agreement are cumulative and are not exclusive ofany rights or remedies that the Parties would otherwise have under this Agreement or otherwise.The Shareholder acknowledges that a breach by it of this Agreement would cause Mitel irreparableharm and that money damages are not an adequate remedy for violations of this Agreement and,therefore that Mitel may, in its sole discretion, apply to a court for specific performance,injunctive, or such other relief as such court may deem just and proper in order to enforce thisAgreement or prevent any violation thereof, and to the extent permitted by applicable law, theShareholder waives any objection to the imposition of such relief.**15.** **Notice**Any notice, consent or approval required or permitted to be given in connection with this Agreement(in this Section referred to as a “**Notice**”) shall be in writing and shall be sufficiently given ifdelivered (whether in person, by courier service or other personal method of delivery), or iftransmitted by facsimile or e-mail: (a) in the case of a Notice to the Shareholder at:    Zarlink Semiconductor Inc.