MITEL NETWORKS CORPORATION CLASS 1 CONVERTIBLE PREFERRED SHARE SUBSCRIPTION AGREEMENT August 16, 2007

MITEL NETWORKS CORPORATION CLASS 1 CONVERTIBLE PREFERRED SHARE SUBSCRIPTION AGREEMENT August 16, 2007

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MITEL NETWORKS CORPORATION

CLASS 1 CONVERTIBLE PREFERRED SHARE
SUBSCRIPTION AGREEMENT

August 16, 2007

Portions of this document marked with “***” are subject to a pending Confidential Treatment Request filed with the Secretary of the Securities and Exchange Commission and have been filed separately with the Securities and Exchange Commission.

TABLE OF CONTENTS


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ARTICLE I		DEFINITIONS AND PRINCIPLES OF INTERPRETATION		1

	1.1	Definitions		1
	1.2	Intellectual Property Definitions		8
	1.3	Certain Rules of Interpretation in this Agreement:		10
	1.4	Knowledge		11
	1.5	Entire Agreement		11
	1.6	Schedules		11
	1.7	Exhibits		11

ARTICLE II		SHARE SUBSCRIPTION		12

	2.1	Subscription and Issuance of Purchased Shares		12
	2.2	Purchase Price		12
	2.3	Closing		12
	2.4	Closing Deliveries		12
	2.5	Closing Conditions in Favor of Investors		13
	2.6	Closing Conditions in Favor of the Corporation		15

ARTICLE III		COMPETITION LAW		16

	3.1	Competition Filings		16
	3.2	Cooperation		17

ARTICLE IV		REPRESENTATIONS AND WARRANTIES OF THE CORPORATION		17

	4.1	Incorporation and Organization		17
	4.2	Corporate Records		18
	4.3	Subsidiaries		18
	4.4	Qualification in Foreign Jurisdictions		18
	4.5	Authorized, Issued and Outstanding Capital		18
	4.6	Lawful Issuance		20
	4.7	Corporate Authorization		21
	4.8	No Governmental or Third Party Consents		21
	4.9	Financial Statements – Absence of Certain Changes		21
	4.10	Indebtedness		23
	4.11	Absence of Undisclosed Liabilities		24
	4.12	Tax Matters		24
	4.13	Real Property		26
	4.14	Personal Property		27
	4.15	Health, Safety and Environmental Matters		27
	4.16	Employment Contracts		27
	4.17	Employee Plans		29
	4.18	Unions		31

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TABLE OF CONTENTS
(continued)


			Page
	4.19	Material Contracts		32
	4.20	Customers, Licensors and Suppliers		33
	4.21	Description of Business Intellectual Property		34
	4.22	Intellectual Property Rights		35
	4.23	Litigation		39
	4.24	Insurance		39
	4.25	Insiders and Conflicts of Interest		40
	4.26	Brokers		40
	4.27	No Sale Agreements		41
	4.28	Compliance with Other Instruments, Laws, Etc.		41
	4.29	Merger Agreement		41
	4.30	Compliance with Securities Law		42
	4.31	Full Access		42
	4.32	Disclosure		42

ARTICLE V		REPRESENTATIONS AND WARRANTIES OF THE INVESTORS		42

	5.1	No Public Sale or Distribution		42
	5.2	Accredited Investor Status		43
	5.3	U.S. Accredited Investor Status		43
	5.4	Reliance on Exemptions		44
	5.5	No General Solicitation or Advertising		44
	5.6	Information		44
	5.7	No Governmental Review		45
	5.8	Transfer or Resale		45
	5.9	Legends		45
	5.10	Consent		47
	5.11	Foreign Issuer		47
	5.12	Compliance with Transfer Restrictions		48
	5.13	Filings		48
	5.14	Validity; Enforcement		48
	5.15	Residency		48
	5.16	No Representations Regarding Resale		48
	5.17	Adverse Actions		48

ARTICLE VI		REGISTRATION AND TRANSFER OF SECURITIES		49

	6.1	Transfer and Exchange of Purchased Shares		49
	6.2	Replacement of Certificates		49
	6.3	Share Subscription Agreement		49

ARTICLE VII		COVENANTS OF THE CORPORATION		50

	7.1	Pre-Closing Covenants		50
	7.2	Post-Closing Covenants		50

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TABLE OF CONTENTS
(continued)


			Page
ARTICLE VIII		EXPENSES		50

	8.1	Reimbursement of Expenses		50
	8.2	Broker Fees		51
	8.3	Put Option		51
	8.4	Withholding Rights		51

ARTICLE IX		INDEMNIFICATION		51

	9.1	Non-Merger and Exclusive Remedy		51
	9.2	General Indemnification		52
	9.3	Agency for Representatives		53
	9.4	Time Limitations		53
	9.5	Limitations as to Amount		53
	9.6	Notice of Third Party Claims		54
	9.7	Defence of Third Party Claims		54
	9.8	Assistance for Third Party Claims		54
	9.9	Settlement of Third Party Claims		55
	9.10	Direct Claims		55
	9.11	Failure to Give Timely Notice		55
	9.12	Reductions and Subrogation		56
	9.13	Tax Effect		56
	9.14	Additional Rules and Procedures		56

ARTICLE X		GENERAL		57

	10.1	Amendments		57
	10.2	Waiver		57
	10.3	Successors and Assigns		57
	10.4	Notices		57
	10.5	Binding Effect and Benefits		59
	10.6	Further Assurances		60
	10.7	Arbitration		60
	10.8	Counterparts		60
	10.9	Language		60
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CLASS 1 CONVERTIBLE PREFERRED SHARE SUBSCRIPTION AGREEMENT

THIS AGREEMENT is made this 16th day of August, 2007,

BY AND AMONG:

MITEL NETWORKS CORPORATION, a corporation incorporated under the laws of Canada (the “Corporation”);

ARSENAL HOLDCO I, S.A.R.L. (“Francisco Partners”), and the other Francisco Partners investors identified in Schedule D (collectively the “FP Investors”); and

XXXXXX XXXXXXX PRINCIPAL INVESTMENTS, INC. (“Xxxxxx Xxxxxxx”) and the other Xxxxxx Xxxxxxx investors identified in Schedule D (collectively, the “MS Investors” and together with the FP Investors, the “Investors”)

RECITALS:

A.		The Corporation proposes to acquire indirectly all of the outstanding stock of Inter-Tel (Delaware), Incorporated (the “Merger”) pursuant to the terms of an Agreement and Plan of Merger between Inter-Tel (Delaware), Incorporated (“Inter-Tel”), the Corporation and Arsenal Acquisition Corporation dated April 26, 2007 (the “Merger Agreement”).

B.		In order to finance a portion of the Merger, the Corporation wishes to issue and sell an aggregate of 263,087 Class 1 Convertible Preferred Shares in the capital of the Corporation and warrants to purchase up to 19,936,071 Common Shares of the Corporation to Investors, severally and not jointly, and Investors, severally and not jointly, wish to purchase such shares and warrants upon the terms and conditions set forth in this Agreement (the “Investment”).

C.		Immediately upon completion of the restructuring transactions set forth on Schedule E (the “Restructuring Transactions”) or otherwise contemplated by this Agreement and the Other Agreements, including the completion of the Investment, the issued and outstanding capital of the Corporation shall be as set out in Schedule A.

THEREFORE the parties agree as follows:

ARTICLE I
DEFINITIONS AND PRINCIPLES OF INTERPRETATION

1.1 Definitions

Whenever used in this Agreement (including the Recitals hereto), the following words and terms shall have the meanings set out below:

“2006 Equity Compensation Plan” means the Corporation’s equity compensation plan approved by the shareholders on September 7, 2006;

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“Affiliate” of a Person means any Person that would be deemed to be an “affiliated entity” of such first mentioned Person under National Instrument 45-106 promulgated under the Securities Act (Ontario) as it exists on the date of this Agreement;

“Affiliated Group” includes any combined, consolidated, or unitary group, as defined under any applicable United States, Canadian, state, provincial, local, or foreign income tax law;

“Agreement” means this Class 1 , including all schedules and exhibits and all amendments or restatements as permitted, and references to “Article” or “Section” mean the specified Article or Section of this Agreement;

“Arm’s Length” has the meaning ascribed to such term for the purposes of the Income Tax Act (Canada);

“Business” means the business of the Corporation and its Subsidiaries consisting of developing, selling, licensing, distributing, servicing and maintaining, as applicable, enterprise and customer premises business communications solutions and services, including advanced voice, video and data communications platforms over internet protocol, desktop phones, Internet appliances and client and server software applications and code (including applications for customer relationship management and mobility, messaging and multimedia collaboration), including the business of Inter-Tel (Delaware) Incorporated and its subsidiaries;

“Business Day” means any day, other than a Saturday or Sunday, on which chartered banks in Ottawa, Ontario and San Francisco, California are open for commercial banking business during normal banking hours;

“Canadian Securities Laws” means the securities legislation, regulations, rules and published policy statements, blanket orders and blanket rulings and other regulatory instruments of the securities commissions and other regulatory authorities of the Province of Ontario;

“Claim” means any act, omission or state of facts, and any Legal Proceeding, assessment, judgment, settlement or compromise relating thereto, which may give rise to a right to indemnification under Article IX of this Agreement;

“Class 1 Shares” means the Class 1 Convertible Preferred Shares in the capital of the Corporation having substantially the rights, privileges, restrictions and conditions set forth in Exhibit A;

“Closing” means the completion of the subscription for the Purchased Shares by the Investors as contemplated in this Agreement;

“Closing Date” means the date of the closing of the Merger or such earlier or later date as the Corporation and the Investors may agree in writing;

“Code” means the United States Internal Revenue Code of 1986, as amended;

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“Collective Agreement” means any collective agreement, letter of understanding, letter of intent or other written communication with any labor union or employee association that governs the terms and conditions of employment of any employees of the Corporation or any Subsidiary, including the collective agreements listed in Section 4.18 of the Disclosure Schedule;

“Common Shares” means the common shares in the capital of the Corporation;

“Contract” means any written, oral, implied or other agreement, contract, lease, understanding, arrangement, instrument, note, guarantee, indemnity, representation, warranty, deed, assignment, power of attorney, certificate, commitment, option, covenant, assurance or undertaking of any nature. For the purposes of any disclosure required under Section 4.19, the term “Contracts” shall not include any Contracts as between the Corporation and its Subsidiaries;

“Converted Shares” means the Common Shares issued or issuable upon the conversion of the Class 1 Shares and/or the Warrants;

“Debt Financing” means the US$430,000,000.00 in senior secured financing issued pursuant to the First and Second Lien Credit Agreements by and between the Corporation, Mitel Networks, Inc., Mitel US Holdings, Inc., Arsenal Acquisition Corporation, Inter-Tel, the various lenders from time to time party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., and Xxxxxx Xxxxxxx Senior Funding (Nova Scotia) Co.;

“Disclosure Schedule” means the schedule of exceptions to the representations and warranties of the Corporation, attached as Schedule B;

“EdgeStone” means 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 Equity Fund II-A, L.P. and its parallel investors;

“Employee Plans” means all plans, arrangements, agreements, programs, policies, practices or undertakings, whether or not in writing, with respect to some or all of the current or former directors, officers, employees, independent contractors, agents or other service providers of the Corporation or any of the Subsidiaries which provide for or relate to:

	(a)		bonus, profit sharing or deferred profit sharing, performance compensation, deferred or incentive compensation, share compensation, share purchase or share option purchase, share appreciation rights, phantom stock, employee loans, or any compensation in addition to salary,

	(b)		retirement or retirement savings, including, without limitation, registered or unregistered pension plans, pensions, supplemental pensions, registered retirement savings plans and retirement compensation arrangements, or

	(c)		insured or self-insured benefits for or relating to income continuation or other benefits during absence from work (including short term disability,

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long term disability and workers compensation), vacation, sick pay, hospitalization, health, welfare, legal costs or expenses, medical or dental treatments or expenses, life insurance, accident, death or survivor’s benefits, supplementary employment insurance, day care, tuition or professional commitments or expenses or similar employment benefits;

“Encumbrance” means any mortgage, hypothec, lien (statutory or otherwise), charge, pledge, security interest, right of set-off, or other type of encumbrance whether fixed or floating, on any asset or assets, whether real, personal or mixed, tangible or intangible, or pledge or hypothecation of any such assets or any easement, conditional sales agreement or any other title retention agreement or arrangement relating to any such assets, option, right of pre-emption, privilege, or any obligation to assign, license or sub-license any asset including the Business IP (as defined in Section 1.2), or any action, claim, right to salvage, execution or demand of any nature whatsoever, howsoever created or arising, or any Contract to create any of the foregoing (other than any lien for Taxes not yet due and owing);

“Environmental Laws” means, collectively, any and all federal, provincial, state, territorial, local or foreign statutes, regulations, ordinances, orders, and decrees relating to public health and safety, health and safety of employees, or the environment;

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended;

“ERISA Affiliate” means any entity that, together with the Corporation, would be treated as a single employer under section 414 of the Code;

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“Existing Shareholders Agreement” means the Shareholders Agreement made as of August 23, 2004 and amended on June 26, 2006 among the Corporation, EdgeStone, Zarlink Semiconductor Inc., PTIC, Xxxxxx Xxxxxx Corporation, Celtic Tech Jet Limited and Xx. Xxxxxxx Xxxxxxxx;

“Expenses” has the meaning ascribed thereto in Section 8.1;

“Financial Statement Date” has the meaning ascribed thereto in Section 4.9;

“Financial Statements” has the meaning ascribed to such term in Section 4.9;

“Government Antitrust Entity” has the meaning ascribed thereto in Article III;

“Governmental Authority” means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal, dispute settlement panel or body or other law, rule or regulation-making entity: (a) having or purporting to have jurisdiction on behalf of any nation, province, state or other geographic or political subdivision thereof; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

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“Hazardous Substance” means any pollutant, contaminant, toxic substance, methane gas, oil, or hazardous materials or other chemicals or substances regulated, listed, defined, designated or classified by any Environmental Laws;

“Indebtedness” means:

	(a)		all indebtedness for borrowed money, whether current or long-term, or secured or unsecured,

	(b)		all indebtedness for the deferred purchase price of property or services represented by a note or security agreement,

	(c)		all indebtedness created or arising under any conditional sale or other title retention agreement (even though the rights and remedies of the seller or lender under such agreement in the event of default may be limited to repossession or sale of such property),

	(d)		all indebtedness secured by a purchase money security interest or other Lien to secure all or part of the purchase price of property subject to such interest or Lien,

	(e)		all obligations under leases that have been or must be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which the Corporation or any Subsidiary is liable as lessee,

	(f)		any liability in respect of banker’s acceptances or letters of credit, and

	(g)		all indebtedness of any Person that is directly or indirectly guaranteed by the Corporation or any Subsidiary or that the Corporation or any Subsidiary has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss;

“Insiders” has the meaning ascribed thereto in the Securities Act (Ontario);

“Investment” has the meaning ascribed thereto in the Recitals hereto;

“Leased Real Property” means real property which the Corporation or a Subsidiary has a right to use or occupy pursuant to a lease, including those set forth and described in Section 4.13(a) of the Disclosure Schedule;

“Legal Proceeding” means any litigation, action, suit, investigation, inquiry, hearing, claim, complaint, grievance, arbitration proceeding, mediation, alternative dispute resolution procedure or other proceeding (court, administrative, regulatory or otherwise), and includes any appeal or review of and any application for same;

“Liens” means any and all liens, claims, mortgages, hypothecs, security interests, charges, Encumbrances, and restrictions on transfer of any kind, except, in the case of references to securities, any of the same arising under applicable corporate or securities laws solely by reason of the fact that such securities were issued pursuant to exemptions

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from registration or prospectus requirements under such securities laws or otherwise arising pursuant to the Shareholders Agreement or Registration Rights Agreement;

“Loss” means any and all loss, liability, damage, cost, expense, charge, fine, penalty or assessment (including consequential damages, but excluding loss of profits or revenue), resulting from or arising out of any Claim, including the costs and expenses of any Legal Proceeding in relation to any such Claim, and any assessment, judgment, settlement or compromise relating thereto and all interest, punitive damages, fines and penalties and reasonable legal fees and expenses incurred in connection therewith;

“Material Adverse Effect” means a material adverse effect on the condition (financial or otherwise), operations, business or assets of the Corporation and the Subsidiaries taken as a whole or the Corporation’s ability to consummate the transactions hereby contemplated other than a Material Adverse Effect resulting from industry wide conditions or the Merger;

“Material Subsidiary” means each of Mitel Networks Holding Limited, Mitel Networks Limited, Mitel Networks, Inc., Mitel Networks International Limited and Mitel Networks Overseas Limited;

“Merger” has the meaning set out in the Recitals.

“Other Agreements” means all of the agreements, instruments, certificates, and other documents, including the Shareholders Agreement, the Registration Rights Agreement and the Warrants, executed and delivered by or on behalf of the Corporation or the Investors or any of their respective Affiliates at the Closing or otherwise in connection with this Agreement and the transactions contemplated herein (including, without limitation, the certificates referred to in Sections 2.4(b)(ii) and 2.4(b)(iii));

“Owned Real Property” means the real and immoveable property owned by the Corporation or any Subsidiary, as described in Section 4.13(a) of the Disclosure Schedule, and includes all plants, buildings, structures, erections, improvements, appurtenances and fixtures situate thereon or forming part thereof;

“Party” or “Parties” means a party to this Agreement;

“Permit” means any permit, license, approval, authorization, certificate, directive, order, variance, registration, right, privilege, concession or franchise issued, granted, conferred or otherwise created by any Governmental Authority;

“Permitted Transferee” has the meaning ascribed to such term in the Shareholders Agreement;

“Person” means any individual, sole proprietorship, partnership, unlimited liability company, limited liability company, limited partnership, firm, joint venture, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, corporation, Governmental Authority, and where the context requires any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

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“PTIC” means Power Technology Investment Corporation;

“Purchase Price” has the meaning ascribed thereto in Section 2.2;

“Purchased Shares” has the meaning ascribed thereto in Section 2.1;

“Real Property” means, collectively, the Leased Real Property and the Owned Real Property;

“Registration Rights Agreement” means the registration rights agreement to be entered into between the Corporation, the Investors and certain other shareholders of the Corporation, substantially in the form attached hereto as Exhibit C;

“Restructuring Transactions” has the meaning set out in the Recital C.

“SEC” means the United States Securities and Exchange Commission;

“Securities” means Purchased Shares, Warrants and Converted Shares;

“Securities Act” means the United States Securities Act of 1933, as amended;

“Securities Authorities” means the securities commissions and other regulatory authorities administering Canadian Securities Laws;

“Shareholders Agreement” means the shareholders agreement to be entered into by the Corporation, the Investors and certain other shareholders of the Corporation, substantially in the form attached hereto as Exhibit B;

“Stock Option Plan” means the stock option plan of the Corporation enacted on March 6, 2001, as amended on May 8, 2001, August 3, 2001, June 18, 2002, September 6, 2002, June 13, 2003, July 15, 2004, March 17, 2005 and September 9, 2005;

“Subsidiaries” means: (a) any corporation at least a majority of whose outstanding Voting Shares is owned, directly or indirectly, by the Corporation or by one or more of its Subsidiaries, or by the Corporation and by one or more of its Subsidiaries, and includes each of the corporations identified in Section 4.3 of the Disclosure Schedule; (b) any general partnership, at least a majority of whose outstanding partnership interests shall at the time be owned by the Corporation, or by one or more of its Subsidiaries, or by the Corporation and one or more of its Subsidiaries; (c) any limited partnership of which the Corporation or any of its Subsidiaries is a general partner, and “Subsidiary” means any one of them; and (d) any limited liability company of which the Corporation or any of its subsidiaries is a managing member;

“Tax” or “Taxes” means all taxes, assessments, duties, fees, levies, or other charges imposed by any Governmental Authority, including, without limitation, all federal, provincial, state, local, foreign and other income, corporation, franchise, profits, capital gains, estimated, sales, use, goods and services, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, environmental, customs, duties, imposts, real property, personal property, capital stock, unemployment, disability,

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payroll, license, employee, deficiency assessments, withholding and other taxes, assessments, charges, duties, fees, levies or other charges of any kind whatsoever imposed by any Governmental Authority (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), including any interest, penalties, or additions to tax in respect of the foregoing and shall include any liability for such amounts as a result either of being a member of a combined, consolidated, unitary or Affiliated Group or of a contractual obligation to indemnify any Person or other entity;

“Tax Return” means any return, declaration, report, claim for refund, information return, or other document (including any related or supporting estimates, elections, schedules, statements, or information) filed or required to be filed in connection with the determination, assessment, or collection of any Tax or the administration of any laws, regulations, or administrative requirements relating to any Tax;

“Time of Closing” means 11:00 a.m. (Eastern standard time) on the Closing Date;

“U.S. Employee Plans” means each “employee benefit plan”, as such term is defined in section 3(3) of ERISA, that is maintained or contributed to by the Corporation or any ERISA Affiliate to the extent that any such plan benefits U.S. employees;

“Voting Shares” means shares, interests, participations or other equivalents in the equity interests (however designated) of a Person having ordinary voting power for the election of the directors (or the equivalent) of such Person, other than shares, interests, participations or other equivalents having such power only by reason of contingency; and

“Warrants” means up to 19,936,071 warrants to purchase Common Shares of the Corporation to be issued by the Corporation to the Investors at the Closing.

1.2 Intellectual Property Definitions

Whenever used in this Agreement, the following words and terms shall have the meanings set out below:

“Business IP”, “Licensed IP” and “Owned IP” shall have the respective meanings set forth in Section 4.21 hereof;

“Commercial Software Licenses” means “shrink-wrap”, “web-wrap”, “click-wrap” or other similar generic licenses for commercially available software available to the public through retail dealers, and which are not, individually or in the aggregate, material to the Business;

“Employee IP Agreement” means the agreements entered into and to be entered into by employees and consultants of the Corporation or the Subsidiaries in favor of the Corporation or a Subsidiary, as the case may be, relating to proprietary information and assignment of inventions;

“Intellectual Property” or “IP” means any or all of the following and all intellectual property and other rights in, arising out of or associated with:

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	(a)		all patents and utility models and applications therefor (whether registered or not) and all provisionals, re-issuances, continuations, continuations-in-part, divisions, revisions, supplementary protection certificates, extensions, and re-examinations thereof and all equivalent or similar rights anywhere in the world in inventions and discoveries including invention disclosures (“Patents”),

	(b)		all trade-marks, service marks, trade names, trade dress, logos, business, corporate and product names and slogans and registrations and applications for registration thereof (“Trade-marks”);

	(c)		all copyrights in copyrightable works, and all other rights of authorship, worldwide, and all applications, registrations and renewals in connection therewith (“Copyrights”),

	(d)		all integrated circuit topographies, integrated circuit topography registrations and applications therefor, and any equivalent or similar rights in semiconductor topographies, layouts, architectures or maskworks (“IC Topographies”),

	(e)		all industrial design registration and applications therefor, and any equivalent or similar rights in any features of shape, configuration, pattern or ornament and combination of those features (“Industrial Designs”), and

	(f)		all Internet or world wide web addresses, domain names and sites and applications and registrations therefor (“Domain Names”);

“Registered IP” means all Canadian, United States, international and foreign: (i) Patents, including applications therefor; (ii) registered Trade-marks, applications to register Trade-marks, including intent-to-use applications, or other registrations or applications related to Trade-marks; (iii) Copyrights registrations and applications to register Copyrights; (iv) IC Topography registrations and applications to register IC Topographies; (v) Industrial Design registrations and applications to register Industrial Designs; (vi) Domain Name registrations and applications to register Domain Names; and (vii) any other Technology that is the subject of an application, certificate, filing, registration or other document issued by, filed with, or recorded by, any Governmental Authority, including any federal, state, provincial or foreign government or other public or private legal authority at any time; and

“Technology” means any or all of the following: (i) works of authorship including, without limitation, computer programs, source code and executable code, whether embodied in software, firmware or otherwise, documentation, designs, methods, techniques, processes, files, industrial models, schematics, specifications, net lists, build lists, records and data; (ii) inventions (whether or not patentable), improvements and enhancements; (iii) proprietary and confidential business and technical information, including manufacturing processes, technical data, trade secrets, ideas, research and development and know how; (iv) databases, data compilations and collections and technical data; and (v) all documentation related to the foregoing, including without

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limitation installation manuals, operator’s manuals, system manuals, user manuals, conversion and other materials, printout specifications, system test data and error message listings.

1.3 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.

	(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”.

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	(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.

1.4 Knowledge

Any reference to the knowledge or awareness of the Corporation or a Subsidiary or like terms shall mean the actual knowledge of Xxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxx XxXxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxx, Xxxx Xxxxxxxxxx and any knowledge which any such individual could reasonably have acquired through the exercise of due inquiry regarding the relevant matter, including but not limited to review of the Merger Agreement and disclosure schedules provided in connection therewith.

1.5 Entire Agreement

This Agreement and the Other Agreements together constitute the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, understandings and agreements between the Parties with respect to the subject matter of this Agreement and the Other Agreements and supersede all prior understandings, agreements, negotiations and discussions between the Parties. There are no covenants, promises, representations, warranties, terms, conditions, undertakings, understandings or other agreements, oral or written, express, implied or collateral, between the Parties in connection with the subject matter of this Agreement and the Other Agreements other than as expressly set forth or referred to in this Agreement, the Fee Letter or the Other Agreements.

1.6 Schedules

The Schedules to this Agreement, as listed below, are an integral part of this Agreement:


Schedule A	-	Post-Closing Capitalization Table
Schedule B	-	Disclosure Schedule
Schedule C	-	Financial Statements
Schedule D	-	Investors
Schedule E	-	Restructuring Transactions

1.7 Exhibits

The Exhibits to this Agreement, as listed below, are an integral part of this Agreement:


Exhibit A	-	Class 1 Share Terms
Exhibit B	-	Form of Shareholders Agreement

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Exhibit C	-	Form of Registration Rights Agreement
Exhibit D	-	Form of Legal Opinion of Counsel to the Corporation
Exhibit E	-	Form of Warrant

ARTICLE II
SHARE SUBSCRIPTION

2.1 Subscription and Issuance of Purchased Shares

Subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth herein, the Corporation hereby agrees to issue and sell to Investors, severally and not jointly, and Investors, severally and not jointly, agree to purchase from the Corporation an aggregate of 263,087 of the Corporation’s authorized but unissued Class 1 Shares (the “Purchased Shares”) and the Warrants. The Purchased Shares and the Warrants shall be allocated among the Investors as set forth on Schedule D.

2.2 Purchase Price

The purchase price for each Purchased Share shall be US$1,000. The aggregate purchase price (the “Purchase Price”) for the Purchased Shares equals US$263,087,000. The aggregate purchase price (the “Warrant Purchase Price”) for the Warrants equals US$0.01.

2.3 Closing

Subject to the fulfillment of the conditions in Sections 2.5 and 2.6, the Closing shall take place at the Time of Closing on the Closing Date at the offices of the Corporation’s legal counsel, or at such other place as the Corporation and the Investors may agree. At the Closing, the Corporation shall issue and sell, and the Investors, severally and not jointly, shall purchase, the Purchased Shares for the Purchase Price and the Warrants for the Warrant Purchase Price.

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 D 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:

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	(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 and a similar certificate for each Material Subsidiary dated not more then three Business Days prior to the Closing Date issued by the appropriate authorities with respect to its legal existence and good standing under the laws of its respective jurisdiction;

	(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, including, without limitation, each of those specified in Section 2.5 below;

	(iv)		a written legal opinion of Osler, Xxxxxx & Harcourt LLP dated the Closing Date and substantially in the form attached hereto as Exhibit D; and

	(v)		payment of the amounts then due under the Fee Letter and under Section 8.1.

2.5 Closing Conditions in Favor of Investors

The transactions herein contemplated, including the issue and sale of the Purchased Shares and the Warrants in accordance with the terms of this Agreement, are subject to the following terms and conditions, which are inserted for the exclusive benefit of the Investors to be fulfilled or performed at or prior to the Time of Closing on the Closing Date, and the Corporation shall provide such evidence as may be requested by the Investors, acting reasonably, that each such condition has been fulfilled (provided that such evidence is within the power and control of the Corporation to so provide):

(a)

Performance of Obligation. All of the covenants and conditions of this Agreement to be performed and/or to be complied with by the Corporation at or prior to the Time of Closing on the Closing Date shall have been performed or complied with, in all material respects; and all of the Corporation’s representations and warranties in this Agreement shall be accurate in all respects as of the Closing

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			Time and as if made at the Time of the Closing other than such inaccuracies, individually and in the aggregate, as would not have or would not reasonably be expected to have a Material Adverse Effect.

	(b)		Approvals and Consents. All approvals or consents shall have been obtained as are required to permit the execution and delivery by the Corporation of this Agreement and each of the Other Agreements to which the Corporation is a party and the consummation by the Corporation of the transactions contemplated hereby and thereby, including:

	(i)		all approvals and consents of the shareholders and directors required with respect to the filing of the Articles of Amendment; and

	(ii)		if a notification is required to be filed pursuant to Part IX of the Competition Act (Canada) in connection with the Investment, (x) the Commissioner of Competition (the “Competition Commissioner”) shall have issued an advance ruling certificate pursuant to section 102 of the Competition Act in respect of the Investment; or (y) the Competition Commissioner shall have waived the obligation to notify and supply information under Part IX of the Competition Act pursuant to subsection 113(c) of the Competition Act and confirmed in writing that she has no intention to file an application under Part VIII of the Competition Act (a “no-action letter”) in respect of the Investment; or (z) the statutory waiting period under section 123 of the Competition Act shall have expired or been terminated and the Competition Commissioner shall have issued a no-action letter in respect of the Investment.

	(c)		Articles of Amendment. The Class 1 Shares shall have been added to the authorized capital of the Corporation pursuant to the Articles of Amendment and the offering, issue and sale of the Purchased Shares and the Warrants shall have been authorized by all necessary corporate action of the Corporation, its shareholders and directors, and the Corporation shall have filed the Articles of Amendment with Industry Canada and received a Certificate of Amendment therefor.

	(d)		Reservation of Converted Shares. The Converted Shares shall have been duly authorized and reserved for issuance.

	(e)		Termination of Existing Shareholders Agreement. The Existing Shareholders Agreement shall have been validly terminated in accordance with its terms.

	(f)		Termination of Registration Rights Agreement. All existing registration rights agreements shall be validly terminated in accordance with their terms.

	(g)		Shareholders Agreement. The Shareholders Agreement substantially in the form annexed hereto as Exhibit B shall have been executed and delivered by the Corporation, Xxxxxx Xxxxxx Corporation, Xxxxxxx X. Xxxxxxxx, Celtic Tech Jet Limited, EdgeStone and PTIC..

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	(h)		Registration Rights Agreement. The Registration Rights Agreement substantially in the form annexed hereto as Exhibit C shall have been executed and delivered by the Corporation, Xxxxxx Xxxxxx Corporation, Xxxxxxx X. Xxxxxxxx, Celtic Tech Jet Limited and EdgeStone.

	(i)		No Legal Proceedings. No Legal Proceeding shall be pending or threatened by any Person, including any Governmental Authority, to enjoin, restrict or prohibit the purchase and issuance of the Purchased Shares and/or the Warrants or Converted Shares or the Merger.

	(j)		Exemption from Prospectus and Registration Requirements. The issuance of the Purchased Shares pursuant to this Agreement shall be exempt from the prospectus and registration requirements of all applicable securities laws.

	(k)		Other Closing Documents. The Investors shall have received each of the certificates and other documents referred to in Section 2.4(b) and such other opinions, agreements, certificates, affidavits, statutory declarations, and other documentation contemplated by this Agreement.

	(l)		Absence of Company Material Adverse Effect. No Company Material Adverse Effect (as defined in the Merger Agreement) shall have occurred.

	(m)		Merger/Restructuring. All necessary conditions for the consummation of the Merger shall have been satisfied and the Merger shall close contemporaneously with the Closing and in accordance with its terms without any waiver or amendment, other than as agreed to by the Investors. The Corporation shall have provided to Investors a certified and true copy of the Merger Agreement; and such Merger Agreement shall not have been amended without Investors written consent. The Restructuring Transactions shall be consummated contemporaneously with the Closing.

	(n)		Debt Financing. All necessary conditions for the advance of funds pursuant to the Debt Financing shall have been satisfied and the Debt Financing shall close contemporaneously with the Closing and in accordance with its terms.

	(o)		Competition Law. If applicable, any waiting periods (and any extensions thereof) pursuant to applicable antitrust, competition or foreign investment review laws, rules or regulations shall have been terminated or shall have expired.

2.6 Closing Conditions in Favor of the Corporation

The transactions herein contemplated are subject to the following terms and conditions which are inserted for the exclusive benefit of the Corporation to be fulfilled or performed at or prior to the Time of Closing on the Closing Date:

(a)

Performance of Obligations. All of the terms, covenants and conditions of this Agreement to be performed and/or complied with by the Investors at or prior to the Time of Closing on the Closing Date shall have been performed or complied with.

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	(b)		Approvals and Consents. All approvals and consents of the shareholders required with respect to the filing of the Articles of Amendment shall have been obtained by the Corporation.

	(c)		Execution of Agreements. The Investors shall have executed and delivered the Shareholders Agreement and the Registration Rights Agreement.

	(d)		Exemption from Prospectus and Registration Requirements. The issuance of the Purchased Shares pursuant to this Agreement shall be exempt from the prospectus and registration requirements of all applicable securities laws.

	(e)		Other Closing Documents. The Corporation shall have received such agreements, certificates, affidavits, statutory declarations, and other documentation contemplated by this Agreement.

	(f)		Restructuring. The Restructuring Transactions shall be completed contemporaneously with the Closing.

	(g)		Merger. All necessary conditions for the consummation of the Merger shall have been satisfied and the Merger shall close contemporaneously with the Closing and in accordance with its terms.

	(h)		Debt Financing. All necessary conditions for the advance of funds pursuant to the Debt Financing shall have been satisfied and the Debt Financing shall close contemporaneously with the Closing and in accordance with its terms.

	(i)		Competition Law. If applicable, any waiting periods (and any extensions thereof) pursuant to applicable antitrust, competition or foreign investment review laws, rules or regulations shall have been terminated or shall have expired.

ARTICLE III
COMPETITION LAW

3.1 Competition Filings

The Corporation and the Investors agree to promptly make any notification filings or other submissions pursuant to any applicable antitrust, competition or foreign investment review law as may be required and to promptly provide each and every federal, state, provincial, local or foreign court or Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition laws (“Government Antitrust Entity”) non-privileged information and documents requested by any Government Antitrust Entity or that are necessary, proper or advisable to permit consummation of the Investment and the transactions contemplated by this Agreement.

Notwithstanding anything in this Agreement to the contrary, if any objections are asserted with respect to the transactions contemplated hereby by any Government Antitrust Entity, or if any suit, action or proceeding is instituted or threatened by any Government Antitrust Entity challenging any of the transactions contemplated hereby as violative of any applicable antitrust, competition or foreign investment review law, each of the Corporation and the Investors shall

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use its reasonable best efforts to resolve such objections, suit, action or proceeding, or in the case of any approval that may be required under any foreign investment review law, the Investors shall use their reasonable best efforts to obtain such approval as expeditiously as reasonably possible, in each case so as to allow the Closing to occur on the Closing Date; provided, that the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to require (i) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or any of its Affiliates’ businesses, assets or properties.

3.2 Cooperation

Each of the Investors and the Corporation shall, in connection with the notifications, submissions and filings referred to in Section 3.1, use its reasonable best efforts, subject to all applicable laws relating thereto and to the exchange of privileged, confidential or competitively-sensitive information, to: (i) cooperate with the other party in connection with the preparation of the notifications, submissions and filings, (ii) cooperate with the other party in determining whether any action by or in respect of, or filing with, any Government Antitrust Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement, (iii) cooperate with the other party in taking such actions or making any such filings, furnishing information required in connection with the notifications, submissions and filings referred to in Section 3.1, and seeking timely to obtain any such actions, consents, approvals or waivers; (iv) keep the other party promptly informed of, and provide copies of, any application, notification or material communication received by such party from, or given by such party to, the relevant Government Antitrust Entity and any material communication received or given in connection with any proceeding by a private party; and (v) offer the other party the opportunity to provide comments on draft applications, notifications and other material communications to the relevant Government Antitrust Entity, recognizing that whether or not such comments are appropriate will be determined by the party making such communications, acting reasonably.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

The Corporation represents and warrants to the Investors as of the Time of Closing as follows, and acknowledges that the Investors are relying on such representations and warranties in connection with the transactions contemplated herein:

4.1 Incorporation and Organization

The Corporation is a corporation duly incorporated, organized and validly subsisting under the laws of Canada, and is in good standing under such laws. The Corporation has full corporate power, authority and capacity: (i) to own or lease and operate its properties and assets; (ii) to carry on its Business as presently conducted and proposed to be conducted; and (iii) to execute and deliver this Agreement and the Other Agreements and to perform all obligations contemplated herein or therein, including the filing of the Articles of Amendment, the issue, sale and delivery of the Purchased Shares, the issue and delivery of any and all Converted Shares on the conversion of the Purchased Shares.

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4.2 Corporate Records

The minute books of the Corporation and the minute books of each Material Subsidiary are up-to-date and have been maintained in accordance with the applicable law of their respective jurisdictions of incorporation. Such minutes books contain all articles and by-laws and a complete and accurate record of all resolutions and meetings and actions of directors (and committees thereof) and shareholders of the Corporation and each Material Subsidiary since the respective dates of incorporation of the Corporation and each Material Subsidiary, and reflect all transactions referred to in such proceedings accurately up until and including the Closing Date. All such meetings were duly called and held and all such by-laws and resolutions were duly passed or enacted. The share ledgers and registers of the Corporation and each Material Subsidiary as at the Closing Date are complete and reflect all issuances, transfers, repurchases and cancellations of shares in the capital of the Corporation and each Material Subsidiary, as applicable, as at the Closing Date. The full and complete minute books of the Corporation and each Material Subsidiary have been made available to the Investors or its counsel for review, upon request.

4.3 Subsidiaries

The full corporate name, jurisdiction of incorporation and registered and beneficial ownership of the issued and outstanding shares of each direct and indirect Subsidiary is as set forth in Section 4.3 of the Disclosure Schedule. Each of the Subsidiaries is duly incorporated, organized and validly subsisting under the laws of its jurisdiction of incorporation, and, except as disclosed in Section 4.3 of the Disclosure Schedule, is in good standing under such laws. All of the issued and outstanding shares of each Subsidiary have been duly authorized and are validly issued, fully-paid and non-assessable and are free and clear of Liens. Except for the Subsidiaries and except as set forth in Section 4.3 of the Disclosure Schedule, neither the Corporation nor any Subsidiary is or has been a partner in any partnership, participated in a joint venture, or owns or agreed or become bound to acquire any securities issued by, or acquire any equity or other ownership interest in, any other business or Person. The Material Subsidiaries are the only Subsidiaries that hold material assets or have material liabilities or that are otherwise material to the condition (financial or otherwise), operations, business, assets, or prospects of the Corporation and the Subsidiaries, taken as a whole. Each of the Material Subsidiaries has full corporate power, authority and capacity: (i) to own or lease and operate its properties and assets; and (ii) to carry on its Business as presently conducted and proposed to be conducted. None of the Subsidiaries incorporated under the laws of United Kingdom are dormant (within the meaning of section 249AA of the United Kingdom Companies Act 1985).

4.4 Qualification in Foreign Jurisdictions

The Corporation and each Subsidiary is duly qualified to carry on the Business and is in good standing as a foreign corporation in each jurisdiction in which the character of its properties owned or leased or the nature of its activities makes such qualification necessary (other than any jurisdictions in which the failure to so qualify or be in good standing would not, either in any case or in the aggregate, have a Material Adverse Effect).

4.5 Authorized, Issued and Outstanding Capital

(a)

After giving effect to the Restructuring Transactions to occur at Closing:

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	(i)		the authorized capital of the Corporation will consist of: (A) unlimited Common Shares; (B) unlimited Class A Convertible Preferred Shares; (C) unlimited Class B Convertible Preferred Shares; (D) unlimited Class 1 Convertible Preferred Shares; and (E) an unlimited number of Class 2 Preferred Shares; and

	(ii)		213,272,400 Common Shares, the 307,087 Class 1 Shares issued pursuant to the terms of this Agreement and in connection with the Restructuring Transactions and no other shares will be issued and outstanding, and all of such issued and outstanding shares, and the Purchased Shares, are or will be at the Time of Closing, duly authorized, validly issued, fully-paid and non-assessable.

	(b)		Other than as set out in Section 4.5(b) of the Disclosure Schedule and other than as contemplated in this Agreement, after giving effect to the Restructuring Transactions to occur at Closing 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.

	(c)		An aggregate of 36,046,011 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 22,707,591 Common Shares (and no other options) are outstanding under the Stock Option Plan and 2006 Equity Compensation Plan. Except as disclosed in Section 4.5(c) 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 4.5(c) 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 4.5(c) 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.

	(d)		Except as set forth in Section 4.5(d) of the Disclosure Schedule and except as contemplated in this Agreement and after giving effect to the Restructuring Transactions to occur at Closing, neither the Corporation nor any Subsidiary:

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(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 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 Act or 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.

	(e)		Except as set forth in Section 4.5 of the Disclosure Schedule and except as contemplated in this Agreement and after giving effect to the Restructuring Transactions to occur at Closing, 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.

	(f)		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, a number of Converted Shares sufficient to cover the conversion of all such Purchased Shares. The Converted Shares issuable upon conversion of the Purchased Shares have been duly authorized and reserved for issuance and, when issued upon conversion of the Purchased Shares, shall be validly issued, fully paid and non-assessable, and free and clear of Liens.

4.6 Lawful Issuance

Except as set forth in Section 4.6 of the Disclosure Schedule, all of the outstanding shares in the capital of the Corporation and each Subsidiary and all outstanding options, warrants and other securities of the Corporation and each Subsidiary were offered, issued, and sold, and the Purchased Shares have been offered and (as and when issued) shall be issued and sold, in compliance with: (i) all applicable pre-emptive or similar rights of all Persons (except for any non-compliance which has been waived in writing); (ii) all applicable provisions of applicable securities laws in Canada, the United States and the United Kingdom in transactions exempt from the prospectus, registration or analogous requirements of such securities laws (subject to and assuming the accuracy of any representations and warranties made by purchasers of such securities, and the representations of the Investors contained in Article V hereof to the Corporation); and (iii) all other applicable laws. No Person has any valid right to rescind any

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purchase of, or any statutory rights of action with respect to, any shares or other securities in the capital of the Corporation or any Subsidiary, except in accordance with this Agreement.

4.7 Corporate Authorization

This Agreement and the Other Agreements, and the transactions contemplated hereby and thereby, have been duly approved and authorized by all requisite corporate action on the part of the Corporation, and this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes, and each of the Other Agreements constitute, a legal, valid, and binding obligation of the Corporation enforceable against it in accordance with its terms (subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction). The execution, delivery, and performance by the Corporation of this Agreement and the Other Agreements in accordance with their respective terms, and the consummation by the Corporation of the transactions contemplated hereby or thereby, will not result (with or without the giving of notice or the lapse of time or both) in any conflict, violation, breach, or default, or the creation of any Lien, or the termination, acceleration, vesting, or modification of any right or obligation, under or in respect of: (i) the articles or by-laws of the Corporation or any Subsidiary; (ii) any judgment, decree, order, statute, rule, or regulation binding on or applicable to any of them; or (iii) any Contract to which the Corporation or any Subsidiary is a party or by which any of its assets are bound; or (iv) any Permit held by the Corporation or any Subsidiary. Any existing rights of first refusal or pre-emptive rights, or other rights restricting the issuance of securities of the Corporation, pursuant to the Existing Shareholders Agreement or otherwise, will have either been complied with, or duly and validly waived, with respect to the issuance of the Purchased Shares and the Converted Shares prior to the Time of Closing on the Closing Date.

4.8 No Governmental or Third Party Consents

Except as disclosed in Section 4.8 of the Disclosure Schedule, no material consent, approval, authorization, declaration, filing, or registration with any Governmental Authority or other Person is required to be made or obtained by the Corporation in connection with: (i) the execution and delivery of this Agreement or the Other Agreements; or (ii) the performance by the Corporation of its obligations hereunder, thereunder or under the articles of the Corporation, as amended, except as may be required pursuant to applicable securities laws (including Canadian Securities Laws) to report the issuance and sale of securities issued or issuable pursuant to the transactions contemplated in this Agreement and the Other Agreements and except for such filings required to be made with the SEC with respect to the transactions contemplated in this Agreement and the Other Agreements.

4.9 Financial Statements – Absence of Certain Changes

The audited annual financial statements for the years ended April 30, 2006 and April 30, 2007, annexed hereto as Schedule C (collectively, the “Financial Statements”), have been prepared in accordance with U.S. generally accepted accounting principles applied on a basis consistent with that of the preceding period and present fairly: (i) all of the assets, liabilities and financial position of the Corporation on a consolidated basis as at April 30, 2006 and April 30, 2007, respectively; and (ii) the sales, earnings, results of operation and changes in financial position and cash flows of the Corporation on a consolidated basis for the twelve month period ended

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April 30, 2007. Except as otherwise described in the Financial Statements or as set forth in Section 4.9 of the Disclosure Schedule or as set forth in Schedule C, since April 30, 2006 and April 30, 2007 (the “Financial Statement Date”) there has not been:

	(a)		other than those in the ordinary course of business consistent with past practice, any acquisition (by purchase, lease as lessee, license as licensee, or otherwise) or disposition (by sale, lease as lessor, license as licensor, or otherwise) by the Corporation or any of the Subsidiaries of any properties or assets;

	(b)		any Material Adverse Effect;

	(c)		any material transaction by the Corporation or any of the Subsidiaries with their respective Affiliates, Insiders or any other Person not at Arm’s Length with the Corporation or any Subsidiary, other than the payment of compensation and reimbursement of reasonable employee travel and other business expenses in accordance with existing employment arrangements and usual past practices;

	(d)		any damage, destruction, or loss, whether or not covered by insurance, that, either in any case or in the aggregate, has caused, or could reasonably be expected to cause, a Material Adverse Effect;

	(e)		any declaration, setting aside, or payment of any dividend or any other distribution (in cash, stock, and/or property or otherwise) in respect of any shares or other securities of the Corporation or any of the Subsidiaries;

	(f)		any issuance of any shares or other securities of the Corporation or any of the Subsidiaries, or any direct or indirect redemption, repurchase, or other acquisition by the Corporation or any of the Subsidiaries of any of its shares or other securities (other than the issuance of shares to optionholders upon the exercise of options granted under the Stock Option Plan or pursuant to any other Employee Plan and the repurchase or redemption of shares from employees terminated involuntarily by the Corporation or any Subsidiary, as described in Section 4.5(d) of the Disclosure Schedule);

	(g)		any change in the officers, directors or key employees of the Corporation or any of the Material Subsidiaries;

	(h)		other than in the ordinary course of business, any increase in the compensation or other benefits payable or to become payable by the Corporation or any of the Subsidiaries to any of its Affiliates, or to any of the respective officers, employees, or independent contractors of the Corporation or any of the Subsidiaries, or any bonus, severance or termination payments or arrangements made to or with any of such officers, employees, or independent contractors;

	(i)		any forgiveness or cancellation of any material debt or claim by the Corporation or any of the Subsidiaries or any waiver by the Corporation or any of the Subsidiaries of any right of material value, other than compromises of accounts receivable in the ordinary course of business;

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	(j)		other than in the ordinary course of business, any incurrence, payment, discharge, or satisfaction by the Corporation or any of the Subsidiaries of any other Indebtedness, material obligations or material liabilities, whether absolute, accrued, contingent or otherwise (including, without limitation, liabilities, as guarantor or otherwise, with respect to obligations of others), other than (A) current liabilities to Persons other than Affiliates of the Corporation incurred in the ordinary course of business, and (B) current liabilities to Persons other than Affiliates of the Corporation incurred in connection with the transactions contemplated hereby;

	(k)		other than in the ordinary course of business, any incurrence, discharge or satisfaction of any Lien: (i) by the Corporation or any of the Subsidiaries; or (ii) on any of the shares, other securities, properties, or assets owned or leased by the Corporation or any of the Subsidiaries;

	(l)		any settlement of any Legal Proceeding threatened or pending against the Corporation or any Subsidiary or any of their respective assets that, either in any case or in the aggregate, has caused or could reasonably be expected to cause a Material Adverse Effect;

	(m)		any change of auditor or material change with respect to any method of management operation or accounting in respect of the Business;

	(n)		any conduct of business by the Corporation or any of the Subsidiaries outside the ordinary course of business;

	(o)		any Contract by or on behalf of the Corporation, or by or on behalf of its respective Affiliates, directors, officers, employees, agents, or representatives, whether in writing or otherwise, to do or permit any of the things referred to in this Section 4.9; or

	(p)		to the knowledge of the Corporation any change that would have or reasonably be expected to have a Company Material Adverse Effect as defined under the Merger Agreement.

4.10 Indebtedness

Neither the Corporation nor any of the Subsidiaries is in default with respect to any outstanding material Indebtedness or any Contract relating thereto, and no such Indebtedness or Contract relating thereto purports to limit the issuance of any securities by the Corporation or any of the Subsidiaries or its operation of the Business. Complete and correct copies of all Contracts (including all amendments, supplements, waivers, and consents) relating to any material Indebtedness of the Corporation or any of the Subsidiaries have been made available by the Corporation to the Investors or their counsel for inspection.

Except for items disclosed in Section 4.10 of the Disclosure Schedule that will be repaid in the Restructuring Transactions, neither the Corporation nor any Subsidiary has outstanding any bonds, debentures, notes, mortgages or other indebtedness which mature more than one year after the date of their original creation or issuance and neither the Corporation nor any

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Subsidiary has agreed to create or issue any bonds, debentures, notes, mortgages or other indebtedness which will mature more than one year after the date of their creation or issue.

Immediately after the Closing the Corporation shall be in compliance with all financial and other covenants set forth in the Debt Financing documents as if tested at the Time of Closing.

4.11 Absence of Undisclosed Liabilities

Other than as set forth in the Financial Statements or as disclosed in Section 4.11 of the Disclosure Schedule, or as incurred by the Corporation or the any of the Subsidiaries in the ordinary course of business and consistent with past practice since the date of the most recent audited Financial Statements of the Corporation available as of the date of this Agreement, neither the Corporation nor any Subsidiary has any material liabilities or obligations of any nature, whether accrued, absolute, contingent, or otherwise (including liabilities as guarantor or otherwise with respect to obligations of others) and whether due or to become due and whether or not required to be accrued on the Financial Statements of the Corporation.

4.12 Tax Matters

	(a)		Neither the Corporation nor any Subsidiary has any liability, obligation or commitment, actual or contingent, for the payment of any Tax, except such as have arisen since the Financial Statement Date in the usual and ordinary course of its business. Except as disclosed in Section 4.12(a) of the Disclosure Schedule, neither the Corporation nor any of the Subsidiaries is in arrears with respect to any required withholdings or instalment payments of any material Tax. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment or reassessment of Tax, the filing of any Tax Return or the payment of any Tax by the Corporation or any Subsidiary, as the case may be, under the Income Tax Act (Canada) or any other legislation imposing Tax on the Corporation or any Subsidiary, as the case may be.

	(b)		Except as disclosed in Section 4.12(b) of the Disclosure Schedule, the Corporation and each of the Subsidiaries has filed within the times and in the manner prescribed by law all Tax Returns required to be filed by or with respect to the Corporation or any of the Subsidiaries, as the case may be, and have paid all Taxes required to be paid (whether or not shown on any Tax Return). All such Tax Returns are correct and complete in all material respects and the Corporation and each Subsidiary has made complete and accurate disclosure in such Tax Returns and in all materials accompanying such Tax Returns.

	(c)		Except as disclosed in Section 4.12(c) of the Disclosure Schedule, no material claim (including any claim for refunds or credits) in any Tax Return filed by the Corporation or any Subsidiary has been refused or denied by any relevant Tax authority and all such claims were made in accordance with the relevant provisions of the Income Tax Act (Canada) or any other applicable law. Adequate provision has been made in accordance with U.S. generally accepted accounting principles and, to the knowledge of the Corporation, charges, accruals and reserves on the books of each of the Corporation and the Subsidiaries in respect of any liability for Taxes are sufficient, to meet any reasonable assessment or

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			reassessment for instalments and Taxes not yet due and any other claim for the payment of additional Taxes.

	(d)		Except as disclosed in Section 4.12(d) of the Disclosure Schedule, each of the Corporation and the Subsidiaries has withheld from all payments made to its officers, directors, employees, debtholders, shareholders and other Persons the amount of all Taxes including but not limited to income tax, federal or provincial pension and medical plan contributions, unemployment insurance contributions and other deductions required to be withheld therefrom and, where such Taxes are due, have paid the same to the proper receiving officers or Tax authorities on a timely basis.

	(e)		Except as disclosed in Section 4.12(e) of the Disclosure Schedule, neither the Corporation nor any of the Subsidiaries is a party to or bound by any Tax sharing or allocation agreement, nor does it have any current or potential contractual obligation to indemnify any other Person with respect to Taxes.

	(f)		The Corporation is eligible for investment tax credits with respect to certain of its research and development activities within the meaning of the Income Tax Act (Canada).

	(g)		With respect to the Corporation’s investment tax credits, the Corporation has complied with applicable provisions and requirements of the Income Tax Act (Canada) and the Corporation has satisfied at all relevant times the relevant criteria and conditions entitling it to any such credits it has claimed.

	(h)		Except as disclosed in Section 4.12(h) of the Disclosure Schedule, neither the Corporation nor any of the Subsidiaries has any knowledge of: (x) any liability for any Tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for in the Financial Statements or in its books in respect of any such liabilities arising or accruing since the Financial Statement Date; or (y) any investigations, audits or reassessments initiated or to be initiated against the Corporation or a Subsidiary by any Tax authority. No jurisdiction in which the Corporation or any Subsidiary has not filed Tax Returns has indicated to the Corporation that Tax Returns should have been filed in such jurisdiction.

	(i)		The Corporation has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Income Tax Act (Canada) with respect to transactions and arrangements between the Corporation and any Person with whom the Corporation was not dealing at Arm’s Length.

	(j)		Each of the Corporation and each Subsidiary has complied with all material registration, reporting, collection and remittance requirements in respect of Taxes. Except as disclosed in Section 4.12(j) of the Disclosure Schedule, the Corporation and the Subsidiaries have collected or withheld from each receipt from or in respect of any of their past and present customers (or other Persons paying amounts to the Corporation or the Subsidiaries) the amount of all Taxes (including goods and services tax and provincial, state and foreign sales taxes)

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			required to be collected and have remitted such Taxes when due, in the form required under the appropriate legislation or made adequate provision in the books of each of the Corporation and the Subsidiaries for the payment of such amount to the proper receiving Tax authorities.

	(k)		There are no circumstances existing which could result in the application of section 78 of the Income Tax Act (Canada) to the Corporation or a Subsidiary and the Corporation or any Subsidiary has not claimed any reserve that may be included in income for any period ending after the Closing Date.

4.13 Real Property

(a)

Except as described and set forth in Section 4.13(a) of the Disclosure Schedule, neither the Corporation nor any Subsidiary owns or has any interest in, nor is the Corporation or any Subsidiary a party to or bound by or subject to, any Contract respecting the purchase or sale of, any real or immoveable property or any lease, license, sublease, sublicense or any other Contract respecting the occupancy of any real or immovable property. Section 4.13(a) of the Disclosure Schedule accurately specifies the following:

	(i)		with respect to each separate parcel of Owned Real Property (A) the municipal address, (B) a brief description of buildings and structures thereon, and (C) details of any Encumbrances registered against title to such property; and

	(ii)		with respect to each lease for the Leased Real Property (A) the parties to and dates of the lease, (B) the expiry date of the lease, (C) the location (including municipal address) of the Leased Property, (D) the rental payable and any other material payments required under the lease, and (E) the date and details of any amendments or supplement to such leases.

(b)

Each lease for material Leased Real Property listed in Section 4.13(a) of the Disclosure Schedule is valid and subsisting and in good standing, unamended except as disclosed in Section 14.3(a) of the Disclosure Schedule and the Corporation or a Subsidiary is entitled to all rights and benefits under such material leases in accordance with the terms thereof and neither the Corporation nor a Subsidiary has sublet, assigned, licensed or otherwise conveyed any rights in such material leases or the property subject thereto to any other Person, except as set forth in Section 4.13(c) of the Disclosure Schedule. Neither the Corporation nor a Subsidiary nor, to the Corporation’s knowledge, is the landlord or any other party thereto in breach of any of the provisions of any such material lease, nor does there exist any dispute, default, event or occurrence, which with the giving of notice, the lapse of time or the happening of any other event or condition would become a default under such material leases.

4.14 Personal Property

Except with respect to Real Property which is separately addressed in Section 4.13, each of the Corporation and the Subsidiaries has: (i) good and sufficient title to all of the assets and

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properties owned by it; (ii) good and sufficient title to the lessee interest in all assets and properties leased by it as lessee; and (iii) full right to hold and use all of the respective assets and properties used in or necessary to the Business, in each case all free and clear of Liens except applicable restrictions on assignment and/or subletting and distress rights and except for any Liens that, in any case or in the aggregate, would not have a Material Adverse Effect. All such assets and properties are, to the knowledge of the Corporation, in good condition and repair, reasonable wear and tear excepted, and are adequate and sufficient in all material respects to carry on the Business as presently conducted and as proposed to be conducted.

4.15 Health, Safety and Environmental Matters

	(a)		To the knowledge of the Corporation, the operations of the Corporation and its Subsidiaries are not in, and have not been in, violation of any applicable Environmental Laws, and neither the Corporation nor any of the Subsidiaries has received any written notice alleging any such violation.

	(b)		Except as disclosed in Section 4.15(b) of the Disclosure Schedule, neither the Corporation nor any Subsidiary has received written notice, or has knowledge of any facts that could give rise to any notice, that it is potentially responsible for any remedial or other corrective action or any work, repairs, construction or capital expenditures to be made under any Environmental Law.

	(c)		The Corporation has no knowledge of any Hazardous Substance originating from any adjoining or neighbouring properties which has migrated or is suspected to be migrating onto, into or under the Real Property.

4.16 Employment Contracts

	(a)		True and complete copies of all Contracts of employment or engagement with each senior officer of the Corporation or any Subsidiary have been made available to the Investors or their counsel. For the purposes of this clause (a), the term “officer” means any officer of the Corporation or any Subsidiary as such term is defined in section 1(1) of the Securities Act (Ontario). Except as disclosed in Section 4.16(a) of the Disclosure Schedule, there is no Contract of employment or engagement entered into with any employee, director, officer, consultant or independent contractor of the Corporation or any Subsidiary which is not terminable on the giving of reasonable notice in accordance with applicable law or in accordance with the terms of the relevant Contract. No individual who is party to an indemnity agreement with the Corporation has made any claim for indemnity under such agreement.

	(b)		The Corporation and each Subsidiary has the approximate number of full-time employees, and has retained the services of the number of independent contractors, set forth next to its name in Section 4.16(b) of the Disclosure Schedule. Other than as disclosed in Section 4.16(b) of the Disclosure Schedule, there is no current labor unrest, threatened labor strike or other material disagreements or difficulties with any of the Corporation’s or the Subsidiaries’ employees or independent contractors. To the knowledge of the Corporation, no officer or key employee of the Corporation or any Subsidiary has stated any

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			intention of terminating his or her employment with or services to the Corporation or any Subsidiary, as the case may be, nor does the Corporation or any of the Subsidiaries have any present intention of terminating the employment of any such person, as the case may be.

	(c)		Except as disclosed in Section 4.16(c) of the Disclosure Schedule, the Corporation is not party to or bound by any Contract or policy providing for severance payments, termination payments, or the acceleration of any option or warrant held by any director, officer, employee or consultant of the Corporation or any Subsidiary.

	(d)		To the knowledge of the Corporation, no present or former employee or independent contractor of the Corporation or any Subsidiary is a party to or has violated any term of any employment Contract, consulting agreement, non-competition or non-solicitation agreement, patent or other proprietary information agreement or similar Contract with, or any fiduciary duty in favor of, a former employer of such employee or independent contractor or any other third party. Neither the Corporation nor any Subsidiary has received any notice from any third party alleging that such a violation has occurred. To the knowledge of the Corporation, the continued employment or engagement by the Corporation and the Subsidiaries of their respective present employees and independent contractors will not result in any such violation.

	(e)		Except as set forth in Section 4.16(e) of the Disclosure Schedule, no charge, complaint, grievance, Claim, order (including a work order) or, to the knowledge of the Corporation, investigation, has been filed, made, commenced or, to the knowledge of the Corporation, threatened against the Corporation or any of the Subsidiaries, pursuant to, nor is the Corporation or any of its Subsidiaries in violation in any material respect of:

	(i)		with respect to employees in Ontario, the Ontario Human Rights Code, the Occupational Health & Safety Act (Ontario), the Workplace Safety and Insurance Act (Ontario), the Labour Relations Xxx, 0000, the Employment Standards Act, 2000 (Ontario) or the Pay Equity Act (Ontario); and

	(ii)		with respect to employees in the United States, all applicable laws in the United States relating to wages, hours and collective bargaining or otherwise relating to employees or employee safety, health or security; and

	(iii)		with respect to employees in the United Kingdom, the Trade Union and Labour Relations (Consolidation) Xxx 0000, the Equal Pay Xxx 0000, the Sex Discrimination Acts 1975 and 1986, the Race Relations Xxx 0000, the Employment Rights Act, the Trade Union Reform and Employment Rights Xxx 0000, the Disability Discrimination Xxx 0000, the Employment Relations Xxx 0000, the Social Security and Housing Benefits Xxx 0000, the Social Security Contributions and Benefits Xxx 0000, the Transfer of Undertakings (Protection of Employment) Regulations 1981 and the Working Time Regulations 1998.

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			Neither the Corporation nor any of the Subsidiaries is, to its knowledge, engaged in any unfair labor practice. There is no work stoppage or to the knowledge of the Corporation any other action, grievance, unfair labor practice complaint or dispute currently existing or to the knowledge of the Corporation threatened against the Corporation or any of the Subsidiaries that could, in the good faith judgment of the Corporation, lead to a work stoppage by the employees of the Corporation or any of the Subsidiaries. Except as disclosed in Section 4.16(e) of the Disclosure Schedule, there are no outstanding decisions or settlements or pending settlements under any legislation referenced in this Section 4.16(e) which place any obligation upon the Corporation or any of the Subsidiaries to do or refrain from doing any act.

	(f)		Except as disclosed in Section 4.16(f) of the Disclosure Schedule, all salary, wages, vacation pay, bonuses, commissions and employee benefit payments have been paid or are accrued but not yet due, and all such accruals are properly reflected in the books and records of the Corporation or the Subsidiaries, as the case may be.

	(g)		Except as disclosed in the Financial Statements or as disclosed in Section 4.16(g) of the Disclosure Schedule, since the Financial Statement Date no payments have been made or authorized by the Corporation to Insiders of the Corporation, except in the ordinary course of the business of the Corporation or at the regular rates payable to them of salary, pension, bonuses, rents or other remuneration of any nature.

	(h)		Except as disclosed in Section 4.16(h) of the Disclosure Schedule, the Corporation has not been and is not currently subject to any audit or investigation relating to the characterization by the Corporation or its Subsidiaries of any individuals as independent contractors.

4.17 Employee Plans

	(a)		Section 4.17(a) of the Disclosure Schedule lists all Employee Plans, including U.S. Employee Plans to which the Corporation or any Subsidiary is party, bound by or in respect of which either has any contingent or actual liability. The Corporation has made available to Investors or their counsel true, correct and complete copies of all the Employee Plans, including U.S. Employee Plans as amended as of the date hereof, together with all related material documentation, including, plan texts, plan summaries, material correspondence, if any, to and from regulatory authorities, funding documents and insurance contracts. With respect to each U.S. Employee Plan, the Corporation has provided to Investors or their counsel the most recently filed Form 5500 under the Code, if applicable.

	(b)		Except as disclosed in Section 4.17(b) of the Disclosure Schedule, to the knowledge of the Corporation all of the Employee Plans are and have been, in all material respects, established, registered, qualified, funded, invested, contributed to and administered in accordance with their terms and the terms of the Collective Agreements and all applicable laws, accounting standards, rules and regulations.

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	(c)		Except as disclosed in Section 4.17(c) of the Disclosure Schedule, all employer payments, contributions or premiums required to be remitted or paid to or in respect of each Employee Plan have been remitted or paid in a timely fashion in accordance with the terms thereof, all applicable actuarial reports and all applicable law.

	(d)		Except in the ordinary course of business or as disclosed in Section 4.17(d) of the Disclosure Schedule, no Employee Plan has been amended or improved and no commitment to amend or improve any Employee Plan has been made since the Financial Statement Date except as required by applicable laws and no discretion has been exercised to augment benefits.

	(e)		Section 4.17(a) of the Disclosure Schedule lists all Employee Plans, registered or unregistered, under which employees of the Corporation or any Subsidiary accrue pension benefits or under which benefits are provided to former employees (or to the beneficiaries or dependants of such persons) on or after retirement or termination of employment. As of the date hereof, the deficit under the Employee Plans listed in Section 4.17(a) of the Disclosure Schedule does not exceed $55 million in the aggregate.

	(f)		Except as disclosed in Section 4.17(f) of the Disclosure Schedule, to the knowledge of the Corporation, no fact or circumstance exists which would adversely affect the tax-exempt status of any Employee Plan.

	(g)		Except as disclosed in Section 4.17(g) of the Disclosure Schedule, all benefits under all Employee Plans are either fully insured or accrued and fully and accurately reflected in the books and records of the Corporation or its Subsidiaries, as applicable. Where required pursuant to applicable law or pursuant to Employee Plans, each Employee Plan has been fully funded or fully insured on an on-going, solvency and annuity buy-out basis pursuant to actuarial assumptions and methodology appropriate to the employees or former employees of the Corporation and the Subsidiaries and the Business.

	(h)		Except as disclosed in Section 4.17(h) of the Disclosure Schedule, to the knowledge of the Corporation, there exists no liability in connection with any former benefit plan relating to the employees or former employees of the Corporation or a Subsidiary and their beneficiaries that has terminated and all procedures for termination of each such former benefit plan has been properly followed in accordance with the terms of such former benefit plan and applicable law. In respect of employees or former employees, there is no investigation, examination, Legal Proceeding or Claim (other than routine claims for benefits or remuneration) pending or threatened involving any Employee Plan and to the knowledge of the Corporation no facts or circumstances exist which could reasonably be expected to give rise to any such investigation, examination, Legal Proceeding or Claim (other than routine claims for benefits or remuneration).

	(i)		No non-exempt “prohibited transaction”, as defined in section 406 of ERISA or section 4975 of the Code, has occurred with respect to any U.S. Employee Plan that could reasonably be expected to subject the Corporation or any of its

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			Subsidiaries to liability. Neither the Corporation nor any of its ERISA Affiliates have ever sponsored, maintained, or contributed to (i) an employee benefit plan subject to the provisions of Title IV of ERISA; (ii) a “multiemployer plan,” as defined by section 3(37) of ERISA; or (iii) a “multiple employer welfare arrangement,” as defined by section 3(40) of ERISA. Each U.S. Employee Plan which is intended to be qualified under section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and, to the knowledge of the Corporation, each trust forming a part thereof is exempt from tax pursuant to section 501(a) of the Code, except as set forth in Section 4.18(b) of the Disclosure Schedule. The Corporation has made available to Investors or their counsel copies of the most recent Internal Revenue Service determination letters, if any, with respect to each such plan. All U.S. Employee Plans have been maintained in compliance with its terms and with the requirements prescribed by all applicable statutes, orders, rules and regulations.

	(j)		The Corporation has designated a registered — stakeholder pension scheme in accordance with the requirements of the United Kingdom Welfare Reform and Pensions Act 1999 (and Regulations made under it) in relation to all of its “relevant employees” (as defined for the purposes of that Act), and has complied with all obligations pursuant to the United Kingdom Welfare Reform and Pensions Act 1999 (and Regulations made under it).

4.18 Unions

A list of all Collective Agreements is contained in Section 4.18 of the Disclosure Schedule. No Collective Agreement restricts the relocation or closing of any part of the Business. Neither the Corporation nor any Subsidiary is, to the knowledge of the Corporation, currently in breach of any Collective Agreement. There are no written or oral agreements or, to the knowledge of the Corporation, courses of conduct that modify any Collective Agreement, except to the extent otherwise provided under applicable laws. Except as disclosed in Section 4.18 of the Disclosure Schedule:

	(a)		no employee association, trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the Corporation’s or any Subsidiary’s employees by way of certification, interim certification, voluntary recognition, designation or successor rights;

	(b)		no labor representatives have applied to have the Corporation or any Subsidiary declared a related employer pursuant to the Labor Relations Act (Ontario) or any other applicable Law; and

	(c)		there are no current or to the Corporation’s knowledge threatened attempts to organize or establish any trade unions or employee association with respect to the Corporation or any Subsidiary.

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4.19 Material Contracts

Except as disclosed in Section 4.19 of the Disclosure Schedule, neither the Corporation nor any of the Subsidiaries is a party to or otherwise bound by: (i) any Contract that may affect its ability to consummate the transactions contemplated hereby or by any of the Other Agreements; (ii) any other Contract or Contracts that are individually, or in the aggregate (in the case of a series of related agreements or agreements with the same or related parties), material to the Corporation (considered on a consolidated basis) or its Business, prospects, financial condition, operations, property or affairs (other than those purchase and sale agreements, instruments or commitments for the sale of the products or services of the Corporation entered into in the ordinary course of business); or (iii) any:

	(a)		Contract requiring it to purchase all or substantially all of its requirements for a particular product or service from a particular supplier or suppliers, or requiring it to supply all of a particular customer’s or customers’ requirements for a certain service or product;

	(b)		Contract entered into outside of the ordinary course of business pursuant to which the Corporation or any Subsidiary has agreed to indemnify or hold harmless any other Person from third-party claims beyond the value of the Contract to the Corporation;

	(c)		employment agreement, consulting agreement or other Contract providing for severance payments, acceleration of options or other additional rights or benefits (whether or not optional) in the event of the sale or other change in control of the Corporation or any Subsidiary;

	(d)		Contract with any current or former Affiliate, Insider or other Person not at Arm’s Length with the Corporation or any Subsidiary or with any Person in which any such Affiliate, Insider or other Person has a material interest;

	(e)		joint venture agreement;

	(f)		Contract with any domestic or foreign Governmental Authority or agency or executive office thereof or any subcontract between the Corporation or any Subsidiary and any third party relating to a Contract between such third party and any domestic or foreign Governmental Authority or agency or executive office thereof, in any case the loss of which may reasonably be expected to have a Material Adverse Effect;

	(g)		Contract imposing non-competition or exclusive dealing obligations on the Corporation or any Subsidiary;

	(h)		Contract with respect to the escrow or other deposit or availability of any Business IP; or

	(i)		Contract with respect to the license, distribution, or resale of any of the Business IP or joint developments related thereto (other than customer Contracts on the Corporation’s standard terms entered into in the ordinary course of business) in

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any case the loss of which may reasonably be expected to have a Material Adverse Effect.

For purposes of clause (ii) above, a Contract will be considered “material” where the loss of such Contract could reasonably be expected to result in a Material Adverse Effect.

The Corporation has made available to the Investors or their counsel for inspection correct and complete copies (or written summaries of the material terms of oral agreements or understandings) of each Contract listed in Section 4.19 of the Disclosure Schedule, each as amended to date. Each such Contract is a valid, binding and enforceable obligation of the Corporation or a Subsidiary, as the case may be, and to the knowledge of the Corporation, of the other party or parties thereto, and is in full force and effect. None of such Contracts (except for Contracts disclosed in connection with clauses (c) and (d) above) contain any obligation of the Corporation or any Subsidiary that is contingent upon, or that accelerates upon, the change of control of the Corporation or any Subsidiary. Neither the Corporation nor any of the Subsidiaries, nor to the knowledge of the Corporation, any other party thereto, is, or is (to the knowledge of the Corporation) considered by any other party thereto to be, in breach of or non-compliance with any term of any such Contract (nor, to the knowledge of the Corporation, is there any basis for any of the foregoing, including, without limitation, the entering into and performance by the Corporation of this Agreement and the Other Agreements), except for any breaches or non-compliances that singly or in the aggregate would not have a Material Adverse Effect. Neither the Corporation nor any Subsidiary is party to any Contract which it does not have the capacity to perform, including the necessary personnel, equipment and supplies.

4.20 Customers, Licensors and Suppliers

	(a)		Section 4.20(a) of the Disclosure Schedule lists accurately and completely: (i) all Contracts (the “Customer Contracts”) between the Corporation or any Subsidiary and the ten most significant customers (including distributors) of the Corporation or the Subsidiary, as the case may be, considered on a consolidated basis, based on normal sales to such customer in the 24 months preceding the date of this Agreement; and (ii) all Contracts (the “Supplier Contracts”) between the Corporation or any Subsidiary and the ten most significant suppliers (including licensors of Licensed IP) of the Corporation or the Subsidiary, as the case may be, considered on a consolidated basis, based on payments to such supplier or licensor in the 24 months preceding the date of this Agreement.

	(b)		Neither the Corporation nor any Subsidiary is in default or breach of any Customer Contract or Supplier Contract and, to the knowledge of the Corporation, there exists no state of facts, including, without limitation, the execution, delivery and performance of this Agreement or the Other Agreements, which with notice or the passage of time or both would result in a default or breach or, if applicable, acceleration of any rights in the Customer Contracts or Supplier Contracts, except to the extent any such default or breach would not, singly or in the aggregate, be reasonably expected to have a Material Adverse Effect.

	(c)		Complete and accurate copies of all Customer Contracts and Supplier Contracts have been made available to Investors or their counsel by the Corporation.

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	(d)		During the 12 month period ended on the date hereof: (i) there has been no cancellation of or adverse modification to any Customer Contract or Supplier Contract except as indicated in Section 4.20(a) of the Disclosure Schedule (including any material decrease to the services, supplies or materials provided to a customer or to a customer’s usage or purchase of the services or products of the Corporation and any material increase in pricing or any material decrease in service levels, supplies or materials provided by a supplier); and (ii) neither the Corporation nor any Subsidiary has received any notice to the effect or has any reason to believe that there will be any cancellation or adverse modification to any Customer Contract or Supplier Contract. To the knowledge of the Corporation, there is at present no state of facts or rate of progress concerning any such obligations which, if it continued, would result in a default or breach of any Customer Contract or Supplier Contract.

	(e)		Except as disclosed in Section 4.20(e) of the Disclosure Schedule, in the event of the termination of, or failure of the licensor or supplier to perform, any Supplier Contract, alternative sources of supply for the products and services previously supplied under such Supplier Contract are readily available on commercially reasonable terms.

4.21 Description of Business Intellectual Property

Section 4.21 of the Disclosure Schedule contains a complete and accurate list of all Intellectual Property and Technology that the Corporation and/or one or more of the Subsidiaries owns, uses or has the right to use in the conduct of its Business and that is individually or in the aggregate material to the conduct of the Business or the loss of which could reasonably be expected to result in a Material Adverse Effect. The listing set forth in Section 4.21 of the Disclosure Schedule specifies, for each item, whether such listed Intellectual Property or Technology is owned by the Corporation or one of the Subsidiaries (“Owned IP”) or whether such listed Intellectual Property or Technology is used by the Corporation or the Subsidiaries under a Contract with another Person (“Licensed IP”), and:

	(i)		in the case of the Owned IP that is Registered IP, contains a list of all the jurisdictions in which such Intellectual Property has been issued or registered or in which an application for such issuance and registration has been filed (including abandoned or rejected applications), including the respective registration or application numbers and the names of all registered owners; and

	(ii)		in the case of the Licensed IP, sets forth all Contracts entered into in connection with the Licensed IP.

The Owned IP and Licensed IP (collectively referred to herein as the “Business IP”) listed in Section 4.21 of the Disclosure Schedule constitutes all of the Intellectual Property and Technology necessary to carry on the Business as presently conducted and as proposed to be conducted by the Corporation and the Subsidiaries.

True and complete copies of each Contract listed in Section 4.21 of the Disclosure Schedule with respect to the Licensed IP have been made available to the Investors or counsel for the Investors.

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4.22 Intellectual Property Rights

	(a)		Except as disclosed in Section 4.22(a) or Section 4.22(g) of the Disclosure Schedule, the Corporation or one of the Subsidiaries owns all right, title and interest in and to the Owned IP free and clear of any Liens and Encumbrances and, to the knowledge of the Corporation, has sole and exclusive rights (and is not contractually obligated to pay any compensation to any other Person in respect thereof) to the use thereof or the material covered thereby. Except as disclosed in Section 4.22(a) of the Disclosure Schedule, no portion of the Owned IP was jointly developed or is jointly owned by any other Person. Other than with respect to the Licensed IP and the Commercial Software Licenses, no royalties or other amounts are required to be paid by the Corporation or any Subsidiary in connection with the continued use or exploitation by the Corporation or the Subsidiaries of the Business IP.

	(b)		The Corporation or one of the Subsidiaries has valid and subsisting rights to use and exploit the Licensed IP in the manner currently used or required by the operation of the Business as currently carried on and proposed to be carried on. Each Contract with respect to the Licensed IP is valid and subsisting and in good standing and there is no material default thereunder. The Corporation or one of the Subsidiaries has the right to exploit, sell, license and sub-license the Licensed IP incorporated in or distributed with any existing products and/or products under development to the current and/or proposed distributors, purchasers and end-users thereof. Alternative sources of supply for the Licensed IP are available on commercially reasonable terms.

	(c)		Except as disclosed in Section 4.22(c) of the Disclosure Schedule, none of the Owned IP nor any service rendered by the Corporation or any of the Subsidiaries, nor any product or service currently developed, manufactured, produced, marketed, or sold by the Corporation or the Subsidiaries:

	(i)		to the knowledge of the Corporation, infringes upon the Patent or Trade-xxxx rights of any other Person;

	(ii)		infringes upon the Copyright, Domain Name, IC Topography, or Industrial Design rights of any other Person; or

	(iii)		to the knowledge of the Corporation, uses, is derived from or otherwise incorporates any trade secrets or confidential information of any other Person, without such Person’s authorization.

Except as disclosed in Section 4.22(c) of the Disclosure Schedule, to the best of the Corporation’s knowledge, neither the Corporation or any of the Subsidiaries has currently received any charge, complaint, Claim, demand, or notice alleging any interference, infringement, misappropriation or violation with respect to any Business IP (including any claim that the Corporation and/or any Subsidiary must obtain a license or refrain from using any such Business IP), nor does the Corporation know of any valid grounds for any bona fide claims.

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	(d)		Except as disclosed in Section 4.22(d) of the Disclosure Schedule, neither the Corporation nor any Subsidiary is a party to or bound by any Contract that limits or impairs its ability to use, sell, transfer, assign, commercially exploit or convey the Owned IP.

	(e)		To the knowledge of the Corporation the Owned IP is not subject to any outstanding Lien, judgment, ruling, order, writ, decree, stipulation, injunction or determination by or with any Governmental Authority, nor is there (or has there been) any pending or, to the knowledge of the Corporation threatened, Legal Proceeding relating to any Owned IP or the ownership, use, enforceability or validity thereof (including any interference, reissue, re-examination or opposition proceeding or proceeding contesting the rights of the Corporation or any Subsidiary to any Owned IP which is Registered IP).

	(f)		Except as disclosed in Section 4.22(f) of the Disclosure Schedule, to the knowledge of the Corporation, there is no unauthorized use, infringement or misappropriation of any Owned IP by any other Person and neither the Corporation nor any of the Subsidiaries has covenanted or agreed with any Person not to xxx or otherwise enforce any legal rights with respect to any of the Business IP.

	(g)		Section 4.22(g) of the Disclosure Schedule lists all Contracts entered into by the Corporation or a Subsidiary (other than Contracts between the Corporation or a Subsidiary and end users of their products or services entered into in the ordinary course of business) under which any Person has been granted a license by the Corporation or a Subsidiary with respect to any Business IP, and specifies for each such Contract whether the licenses granted are exclusive or non-exclusive in nature. Except as disclosed in Section 4.22(g) of the Disclosure Schedule, neither the Corporation nor any Subsidiary is bound by, nor has any obligation to enter into, any Contract (other than Contracts entered into in the ordinary course of business) that requires the Corporation or any Subsidiary to transfer or assign any of its rights in the Business IP to any other Person.

	(h)		The Owned IP which is Registered IP has not been used or enforced, or failed to be used or enforced, in a manner that would result, as of the date hereof, in the non-renewal, expiration, modification, abandonment, cancellation or unenforceability thereof. All presently required filing, examination and maintenance fees have been paid and all proofs of working or use have been filed in respect to the Owned IP which is Registered IP (excluding any abandoned or rejected applications set out in Section 4.22(h) of the Disclosure Schedule). The Corporation has obtained valid patent assignments from each of the inventors of the Patents that are comprised in the Owned IP. Except as disclosed in Section 4.22(h) of the Disclosure Schedule, to the knowledge of the Corporation, there is no state of facts which casts doubt on the validity or enforceability of any of the Owned IP.

	(i)		The Corporation and the Subsidiaries have each taken all commercially reasonable steps (including measures to protect secrecy and confidentiality) to protect such company’s right, title and interest in and to all Business IP. All

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			agents and representatives of the Corporation and the Subsidiaries who have or have had access to confidential or proprietary information of the Corporation and the Subsidiaries have a legal obligation of confidentiality to the Corporation with respect to such information.

	(j)		Except as disclosed in Section 4.22(j) of the Disclosure Schedule, all of the Owned IP, other than that acquired from third parties, was developed by full-time employees or contractors of the Corporation or a Subsidiary during the time they were employed or engaged with the Corporation or one of the Subsidiaries or predecessors of the Corporation or one of the Subsidiaries as software, information technology or hardware developers or related or supporting roles (the “Developers”). All of the Developers and other current or former employees or contractors of the Corporation and each of the Subsidiaries have duly executed and delivered Employee IP Agreements to the Corporation or a Subsidiary, as the case may be, on or before the date of commencement of their respective employment or engagement with the Corporation or a Subsidiary, as the case may be, pursuant to which they: (A) have agreed to retain in confidence any confidential or proprietary information provided or otherwise made available to them by the Corporation or any Subsidiary (including confidential or proprietary information of the third parties to whom the Corporation or any Subsidiary owes a duty of confidence); (B) have granted, assigned and transferred to the Corporation or one the Subsidiaries or predecessors of the Corporation or one of the Subsidiaries all of their right, title and interest in and to all Intellectual Property and Technology developed, conceived of, reduced to practice, authored or otherwise created by them during the course of their engagement with the Corporation or a Subsidiary; and (C) except as disclosed in Section 4.22(j) of the Disclosure Schedule, have irrevocably and unconditionally waived all moral rights and other non-assignable rights in respect of such Intellectual Property and Technology where applicable. The Corporation is not aware of any material breach of any of the Employee IP Agreements. No current or former employee or contractor of the Corporation or any Subsidiary owns, or to the knowledge of the Corporation, has claimed an interest in, any of the Business IP. Except as disclosed in Section 4.22(j) of the Disclosure Schedule, it will not be necessary to utilize any Intellectual Property or Technology of any current of former employees of or contractors to the Corporation or any Subsidiary (or any Person the Corporation or any Subsidiary currently intends to hire or engage) acquired prior to their employment or engagement by the Corporation or a Subsidiary in order to carry on the Business as presently conducted, or as anticipated to be conducted. There are no Legal Proceedings pending, or to the knowledge of the Corporation threatened, involving the prior employment of any of the employees or contractors of the Corporation or any Subsidiary, or their use in connection with the Business of the Corporation of any information, creation or technique allegedly proprietary to any of their former employers or other Persons.

	(k)		Except to obtain patent or other Intellectual Property protection, any disclosure of confidential or proprietary information by the Corporation, any of the Subsidiaries or any of their respective employees or agents has been pursuant to valid, binding and enforceable non-disclosure agreements, which non-disclosure agreements

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			have not and will not result in the deemed acquisitions by any party of any right, title or interest, or the deemed grant of any license, to use any of the Owned IP for any commercial purposes. To the knowledge of the Corporation, no disclosure of the Owned IP has been made in a manner that would prevent the Corporation or a Subsidiary or their respective successors in interest, if any, from obtaining a patent in respect of any Owned IP that would, if not for such disclosure, have been capable of being the subject matter of a Patent. In relation to each Patent application (in preparation or filed) or Patent for an invention comprised in the Owned IP, to the Corporation’s knowledge, after due inquiry, there is no professional opinion, such as the opinion of a patent agent or patent attorney, whether preliminary in nature or in any other manner qualified, to the effect that the chances of obtaining or sustaining valid Patent rights to the invention in any jurisdiction are considered to be unlikely, or less than even, or about even, or in any other manner doubtful.

	(l)		Except as disclosed in Section 4.22(1) of the Disclosure Schedule, no Governmental Authority, national, federal, provincial, state or other regulatory agency or body has provided any funding to the Corporation or any Subsidiary which: (i) would give such Governmental Authority, national, federal, provincial, state or other regulatory agency or body any right, title or interest in or to the Business IP; or (ii) limits or impairs the ability of the Corporation or any Subsidiary to use or to sell, transfer, assign, convey or license the Business IP outside of Canada or otherwise.

	(m)		Neither the Corporation nor any Subsidiary has used Publicly Available Software in whole or in part in the development of any Technology which forms part of the Owned IP in a manner that may subject such Technology or Owned IP in whole or in part, to all or part of the license obligations of any Publicly Available Software. “Publicly Available Software” means any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed pursuant to a licensing and distribution model that requires, as a condition of use, modification, and/or distribution of such software, that such software or other software incorporated into, derived from, or distributed with such software be: (A) disclosed or distributed in source code form; (B) licensed for the purpose of making derivative work; or (C) redistributable at no or minimal charge. Publicly Available Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models similar to any of the following: (i) GNU General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g. PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Source License (SISL); and (vii) the Apache Server License.

	(n)		Except as disclosed in Section 4.22(n) of the Disclosure Schedule, neither the Corporation nor any Subsidiary has provided the source code for the software comprised in the Owned IP to any other Person, directly or indirectly, by license, transfer, sale, escrow, or otherwise, except in the ordinary course of business and subject to appropriate license or confidentiality restrictions. Neither the Corporation nor any Subsidiary is aware that any other Person has reverse

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			engineered, disassembled or decompiled the software comprised in the Owned IP to derive such source code.

	(o)		The Corporation and each Subsidiary has complied with all applicable export and import laws and regulations in each jurisdiction in which the Corporation or a Subsidiary export or import Business IP.

4.23 Litigation

Except as disclosed in Section 4.23 of the Disclosure Schedule, (i) there is no material Legal Proceeding against or involving the Corporation or any of the Subsidiaries (whether in progress or, to the knowledge of the Corporation, threatened); (ii) to the knowledge of the Corporation, no event has occurred which could reasonably be expected to give rise to any material Legal Proceeding, or result in litigation; and (iii) there is no material judgment, writ, decree, injunction, rule, award or order of any court, Governmental Authority, arbitrator or similar body outstanding against the Corporation or any of the Subsidiaries. Except as disclosed in Section 4.23 of the Disclosure Schedule, neither the Corporation nor any of the Subsidiaries is the plaintiff or complainant in any material Legal Proceeding. The Corporation and its Subsidiaries are not and have not been since the Financial Statement Date engaged in any material dispute with any of its Insiders. No shareholders of the Corporation have exercised or asserted, or to the knowledge of the Corporation, have expressed any intent to exercise or assert, any right of dissent or any oppression or other statutory remedy in connection with the Articles of Amendment or the other transactions contemplated by this Agreement.

4.24 Insurance

Section 4.24 of the Disclosure Schedule lists the policies of theft, fire, liability, worker’s compensation, life, property and casualty, directors’ and officers’, and other insurance owned or held by the Corporation or the Subsidiaries. Such policies of insurance are of the kinds and cover such risks, and are in such amounts and with such deductibles and exclusions, as are consistent with prudent business practice for owners of comparable assets and operators of comparable businesses. To the knowledge of the Corporation, all such policies are, and at all times since the respective dates set forth in Section 4.24 of the Disclosure Schedule, have been, in full force and effect, are sufficient for compliance in all material respects by the Corporation and the Subsidiaries with all requirements of law and of all Contracts (including Contracts relating to Indebtedness) to which the Corporation or any of the Subsidiaries is party, and provide that they will remain in full force and effect through the respective expiry dates set forth in Section 4.24 of the Disclosure Schedule, and will not terminate or lapse or otherwise be affected in any way by reason of the transactions contemplated hereby. Section 4.24 of the Disclosure Schedule sets forth and describes all material pending claims under any of such insurance policies. No notice of cancellation or non-renewal with respect to, or disallowance of any claim under, any of such insurance policies has been received by the Corporation or a Subsidiary. To the knowledge of the Corporation, there are no circumstances or occurrences which would or might form the basis of a material increase in premiums for the current insurance coverage maintained by the Corporation or a Subsidiary.

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4.25 Insiders and Conflicts of Interest

	(a)		Except as contemplated by this Agreement, the Existing Shareholders Agreement and the Other Agreements, there are no Contracts between the Corporation or any of the Subsidiaries and any Insiders other than contracts of employment entered into in the ordinary course and those disclosed in Section 4.19 (d) or Section 4.25(a) of the Disclosure Schedule.

	(b)		Except as disclosed in Section 4.25(b) of the Disclosure Schedule, neither the Corporation nor any of the Subsidiaries has any currently outstanding material amounts due to or from any of its Insiders.

	(c)		Except as set out in Section 4.25(c) of the Disclosure Schedule, neither the Corporation nor any of the Subsidiaries owns, directly or indirectly, any interest (except passive holdings for investment purposes only of not more than 1% of the securities of any publicly held and traded company) in, or is an Insider of, any Person (other than any Subsidiary) that:

	(i)		is a competitor, lessor, lessee, customer, or supplier of the Corporation or any of the Subsidiaries;

	(ii)		owns, directly or indirectly, any interest in any tangible or intangible property used in or necessary to the Business; or

	(iii)		has any cause of action or other Claim whatsoever against the Corporation or any of the Subsidiaries, or owes any amount to the Corporation or any Subsidiary, except for Claims in the ordinary course of business, such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements.

(d)

To the knowledge of the Corporation, no director or officer of the Corporation has been involved in any Legal Proceeding, offence or disciplinary action that would disqualify, or could reasonably be expected to disqualify, such person from acting as a director or officer of a public company.

4.26 Brokers

Other than Xxxxxx Xxxxxxx & Co. Incorporated and Genuity Capital Markets G.P. and any subagent thereof, no finder, broker, agent, or other intermediary has acted for or on behalf of the Corporation or any of its Affiliates in connection with the negotiation or consummation of the transactions contemplated hereby to be completed at the Closing and, other than commission owing to Xxxxxx Xxxxxxx & Co. Incorporated and Genuity Capital Markets G.P. in connection with the Merger and Debt Financing, no fee will be payable by the Corporation or any of its Affiliates to any such Person in connection with such transactions. The Corporation has delivered or made available to the Investors true and correct copies of the engagement letters with Xxxxxx Xxxxxxx & Co. Incorporated and Genuity Capital Markets G.P. entered into in connection with the Merger and Debt Financing.

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4.27 No Sale Agreements

Except in respect of inventory to be sold in the ordinary course of business, there are no Contracts, or any right or privilege capable of becoming an agreement, for the purchase of the Business or any of the material assets of the Corporation or any Subsidiary. Neither the Corporation nor any of the Subsidiaries is currently involved in any discussions, conditions or proceedings with respect to its sale, merger, consolidation, liquidation or reorganization.

4.28 Compliance with Other Instruments, Laws, Etc.

Except as disclosed in Section 4.28 of the Disclosure Schedule, the Corporation and each of the Subsidiaries has complied with, and is in compliance with: (i) all laws, statutes, governmental regulations, judicial or administrative tribunal orders, judgments, writs, injunctions, decrees, and similar commands applicable to it and its Business, and all unwaived terms and provisions of all Contracts, agreements, instruments, and commitments to which it is a party or to which it or any of its assets or properties is subject, except for any non-compliances that, both individually and in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect; and (ii) its articles and by-laws, each as amended to date. Neither the Corporation nor any of the Subsidiaries has committed, been charged with, or, to the knowledge of the Corporation, been under investigation with respect to, any violation by the Corporation or any of the Subsidiaries of any provision of any applicable national, federal, state, provincial, foreign, or local law or administrative regulation, except for any violations that, both individually or in the aggregate, do not and could not reasonably be expected to have a Material Adverse Effect. The Corporation and each of the Subsidiaries has complied in all material respects with all applicable laws, statutes, governmental regulations, judicial or administrative tribunal orders, judgments, writs, injunctions, decrees, and similar commands, including without limitation, the Personal Information Protection and Electronic Documents Act (Canada), regarding the Corporation’s and the Subsidiaries’ collection, use and disclosure of information about identifiable individual Persons. The Corporation and each of the Subsidiaries has and maintains all such Permits as are necessary or desirable: (i) for the conduct of the Business as conducted on the date hereof and as anticipated to be conducted; (ii) in connection with the ownership or use of its properties; or (iii) to permit the Corporation to enter into or perform its obligations under this Agreement and the Other Agreements. All of such Permits are in full force and effect and the Corporation and each Subsidiary is in compliance with all of the terms and provisions thereof, except for any non-compliance that, either individually or in the aggregate, does not and could not reasonably be expected to have a Material Adverse Effect. No Legal Proceeding is pending, or to the knowledge of the Corporation threatened, with respect to the cancellation or revocation of any such Permit. True and complete copies of all such Permits have been made available by the Corporation to the Investors or their counsel for inspection.

4.29 Merger Agreement

The Corporation has provided to Investors a true correct and complete copy of the Merger Agreement and all documents executed and delivered in connection therewith. To the knowledge of the Corporation after reasonable investigation, all representations and warranties contained in the Merger Agreement were true and correct when made and are true and correct as if made on the Closing Date.

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4.30 Compliance with Securities Law

Subject to and assuming the accuracy of the representations and warranties given by the Investors in Article V, the offer, issuance, and delivery of the Purchased Shares and the Common Shares issuable upon conversion of the Purchased Shares, both, as contemplated by this Agreement, are exempt from the registration requirements of the Securities Act, and are exempt from the prospectus, registration and/or qualification requirements, as applicable, under any applicable states’ securities laws and are exempt from the prospectus and registration requirements under Canadian Securities Laws.

4.31 Full Access

The Investors and their representatives have had full and open access to the management of the Corporation and to such other information as the Investors have requested in considering its decision with respect to the Investment and has had an opportunity to ask questions with respect to the business and affairs of the Corporation and the Investment. The Corporation has complied in good faith with all requests of the Investors and their representatives for documents and information relating to the Corporation, the Subsidiaries and the Business in connection with the transactions contemplated hereby, and has not failed to deliver any available document or other information requested by the Investors or their representatives in connection herewith.

4.32 Disclosure

The Corporation has disclosed to the Investors all facts known to it relating to the Business and assets of the Corporation and the Subsidiaries which could reasonably be expected to be material to a purchaser of the Purchased Shares. No representation or warranty by the Corporation contained in this Agreement or any agreement or instrument contemplated hereby, including the Other Agreements, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not false or misleading. To the knowledge of the Corporation, there is no fact or circumstance relating specifically to the Business or condition of the Corporation and the Subsidiaries, taken as a whole, that could reasonably be expected to result in a Material Adverse Effect and that is not disclosed in this Agreement or the Disclosure Schedule.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each Investor, severally and not jointly, represents and warrants to the Corporation as of Closing as follows, and acknowledges that the representations and warranties contained in this Agreement are made by it with the intent that they may be relied upon by the Corporation in determining the Investor’s eligibility to purchase the Purchased Shares and Warrants.

5.1 No Public Sale or Distribution

Such Investor is (i) acquiring the Purchased Shares and Warrants set forth in Schedule A and (ii) upon conversion of the Purchased Shares and Warrants, will acquire the Common Shares for its own account for investment purposes only and not for the benefit of any other person and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of provincial, state or federal securities Laws in Canada or the United States.

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5.2 Accredited Investor Status

Such Investor is an “accredited investor” as defined in National Instrument 45-106.

Such Investor is not an entity formed for the sole purpose of acquiring the Securities. Such investor will provide a declaration to the Corporation with respect to its accredited investor status in a form acceptable to the Corporation.

5.3 U.S. Accredited Investor Status

Such Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act pursuant to one of the categories below:

	(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;

	(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

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			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 XXX or Xxxxx 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.

5.4 Reliance on Exemptions.

Such Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions from (i) the registration requirements of United States federal and state securities laws and (ii) the prospectus and registration requirements of Canadian Securities Laws and that the Corporation is relying upon the truth and accuracy of, and such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of such Investor to acquire the Securities.

5.5 No General Solicitation or Advertising

Such Investor acknowledges that it is not purchasing the Securities as a result of any general solicitation or general advertising, as such terms are used in Rule 502(c) of Regulation D under the Securities Act, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

5.6 Information

Such Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Corporation and materials relating to the offer and sale of the Securities which have been requested by such Investor. Such Investor and its advisors, if any, have been afforded the opportunity to ask questions of, and receive answers from, the Corporation. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors, if any, or its representatives shall modify, amend or affect such

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Investor’s right to rely on the Corporation’s representations and warranties contained herein. Such Investor understands that its investment in the Securities involves a high degree of risk and is able to bear the economic risk of a loss of all of such investment. Such Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

5.7 No Governmental Review

Such Investor understands that no United States or Canadian federal, state or provincial agency or any other Governmental Authority has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

5.8 Transfer or Resale

Such Investor understands that: (i) except as provided in the Registration Rights Agreement, the Securities have not been and will not be registered under the Securities Act or any state securities laws or qualified under Canadian Securities Laws; and (ii) such Investor understands and acknowledges that the Securities are “restricted securities” within the meaning of Rule 144 under the Securities Act, and such Investor agrees that if it decides to offer, sell or otherwise transfer any of the Securities, such Securities may be offered, sold 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 (“Regulation S”) and in compliance with local laws; or (D) within the United States (1) in accordance with the exemption from registration under the Securities Act 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)(i) 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.

5.9 Legends

Such Investor understands that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the Securities Act or applicable state or provincial securities laws, the certificates or other instruments representing the Purchased Shares and, unless no longer applicable at the time of issuance, the Common Shares, and all certificates or other instruments issued in exchange therefor or in substitution thereof, shall bear the following legend:

“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 16, 2007, AND (II) THE DATE

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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.”

provided, that if the Securities are being sold under Section 5.8(ii)(C) above, and provided that the Corporation is a “foreign issuer” within the meaning of Regulation S at the time of sale, the second and third paragraphs of the legend above may be removed by providing a declaration to the registrar and transfer agent for the Securities (the “Transfer Agent”), as set forth below (or

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as the Corporation may from time to time prescribe) and, if required by the Transfer Agent, an opinion of counsel of recognized standing satisfactory to the Transfer Agent, that such legend is no longer required under applicable requirement of the Securities Act or U.S. state securities laws;

“The undersigned (a) acknowledges that the sale of the securities of Mitel Networks Corporation (the “Corporation”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “Securities Act”) and (b) certifies that (1) it is not an affiliate (as defined in Rule 405 under the Securities Act) of the Corporation (except for any officer or director who is an affiliate solely by virtue of holding such position), (2) the offer of the securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any “directed selling efforts” (as such term is defined in Regulation S) in the United States in connection with the offer and sale of the securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S, with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. Terms used herein have the meanings given to them by Regulation S.”

and provided, further, that, if any of the Securities are being sold under Section 5.8(ii)(D)(1)(i) or (D)(ii) above, the second and third paragraphs of the legend above may be removed by delivery to the Transfer Agent of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the Securities Act or U.S. state securities laws.

5.10 Consent

Such Investor consents to the Corporation making a notation on its records or giving instructions to any transfer agent of the Common Shares in order to implement the restrictions on transfer set forth and described herein.

5.11 Foreign Issuer

Such Investor understands and acknowledges that the Corporation (i) is not obligated to remain a “foreign issuer” within the meaning of Regulation S under the Securities Act, (ii) may not, at the time the Securities are resold or converted by such Investor, or at any other time, be a foreign issuer; and (iii) may engage in one or more transactions which could cause the Corporation to not be a foreign issuer.

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5.12 Compliance with Transfer Restrictions

The Transfer Agent will not be required to accept the registration of transfer of any Securities, except upon presentation of evidence satisfactory to the Corporation that the applicable transfer restrictions have been complied with.

5.13 Filings

If required by applicable securities legislation, regulatory policy or order, or if required or requested by any securities commission, stock exchange or other regulatory authority, at the request of and at the sole expense of the Corporation, such Investor will execute, deliver and file and otherwise assist the Corporation in filing customary reports, questionnaires, undertakings and other documents with respect to the issue of the Securities.

5.14 Validity; Enforcement

This Agreement, the Registration Rights Agreement and the Shareholders Agreement have been duly and validly authorized, executed and delivered on behalf of such Investor and constitute the legal, valid and binding obligations of such Investor enforceable against such Investor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except that the enforcement of any rights to indemnity and contribution in the Registration Rights Agreement may be limited by federal, provincial and state securities laws and the principles of public policy underlying those laws.

5.15 Residency

For purposes of securities Laws, such Investor is a resident of that jurisdiction specified below its address in Schedule D.

5.16 No Representations Regarding Resale

Except as provided in the Registration Rights Agreement, no Person has made any written or oral representation to such Investor:

	(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 Purchased Shares upon any stock exchange.

5.17 Adverse Actions

To the knowledge of such Investor, neither the Investor nor any Person who

(i)

is owned or controlled by the Investor;

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	(ii)		owns or controls the Investor; or

	(iii)		is owned or controlled by a Person that also owns or controls the Investor

is currently engaged in, or has any intention to initiate, any litigation or quasi-judicial proceeding involving any patents of Avaya Inc. or any of its subsidiaries. In this section, a Person owns or controls a second Person if the first Person owns or controls at least 35% of the votes or equity of the second Person or if the first Person has the right to elect a majority of the board of directors of the second Person.

ARTICLE VI
REGISTRATION AND TRANSFER OF SECURITIES

6.1 Transfer and Exchange of Purchased Shares

The Corporation shall maintain at its registered office a register in which shall be entered the names and addresses of the holders of the Corporation’s shares and the particulars of the respective shares held by them and of all transfers of shares or conversions of shares. Upon surrender at such office of any certificate representing shares for registration of conversion, exchange, or transfer (subject to compliance with the applicable provisions of this Agreement, the Shareholders Agreement, any of the Other Agreements and the Corporation’s Articles of Incorporation), the Corporation shall issue, at its expense, one or more new certificates, in such denomination or denominations as may be requested, for such shares registered as such holder may request. Any certificate representing shares surrendered for registration of transfer shall be duly endorsed, or accompanied by a written instrument of transfer duly executed by the holder of such certificate or his attorney duly authorized in writing.

6.2 Replacement of Certificates

In the case of any loss, theft, destruction, or mutilation of the certificate representing any of the Purchased Shares, upon receipt of evidence thereof reasonably satisfactory to the Corporation, and (i) in the case of any such loss, theft, or destruction, upon delivery of an indemnity bond or agreement in such reasonable amount as the Corporation may determine, or (ii) in the case of any such mutilation, upon the surrender to the Corporation at its principal office of such mutilated certificate for cancellation, the Corporation shall execute and deliver, in lieu thereof, new certificates. Any old certificate in lieu of which any such new certificate has been so executed and delivered by the Corporation shall not be deemed to be outstanding for any purpose whatsoever.

6.3 Share Subscription Agreement

The Corporation will not amend this Agreement or the Merger Agreement without the prior written consent of Francisco Partners.

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ARTICLE VII
COVENANTS OF THE CORPORATION

7.1 Pre-Closing Covenants.

The Corporation covenants and agrees with the Investors that it will promptly seek to obtain any legal or regulatory approvals required by it to consummate the Investment and the transactions contemplated herein.

7.2 Post-Closing Covenants

The Corporation covenants and agrees with the Investors as follows, which covenants and agreements shall survive the Closing:

(a)

The Corporation hereby agrees that it shall use the proceeds from the sale of the Purchased Shares hereunder as follows:

	(i)		to pay any amounts required to be paid under the Fee Letter and expenses under Section 8.1; and

	(ii)		the remainder of the proceeds of the Investment shall be applied to consummate the Merger and Restructuring Transactions.

	(b)		Neither the Corporation nor anyone acting on its behalf will hereafter offer to sell, solicit offers to buy, or sell any securities of the Corporation so as to subject the offer, issuance, and sale of the Purchased Shares, the Warrants or the Converted Shares to the registration requirements of the Securities Act or the prospectus, registration and/or qualification requirements, as applicable, under any applicable state securities laws or under applicable Canadian Securities Laws.

	(c)		If the Corporation is not required to file with the SEC quarterly and annual reports pursuant to Section 13 or Section 15(d) of the Exchange Act (it being understood that the Corporation will not be required to make voluntary filings), the Corporation will furnish to the holders of the Class 1 Preferred Shares (a) non-audited financial statements (and management, discussion and analysis) within 90 days after the end of each Corporation fiscal quarter (except year-end), and (b) audited financial statements (and management discussion and analysis) within 90 days after the Corporation’s fiscal year end.

	(d)		The Corporation agrees to provide, and to cause each of its Subsidiaries to provide such information as any Investor shall reasonably request, on a timely basis, (including making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder), in connection with the preparation or filing of any Tax Return and any audit, litigation, refund claim, dispute or any other matter in respect of Taxes. Such cooperation and information shall include, without limitation, promptly providing upon request copies of all relevant financial statements of the Corporation or its Subsidiaries as at the close of the Investors tax year, any Tax Returns of the Corporation or its Subsidiaries together with accompanying

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schedules and related workpapers, documents relating to rulings or other determinations by Tax authorities, including, without limitation, foreign Tax authorities, and records concerning the ownership and Tax basis of property, which the Corporation or its Subsidiaries may possess.

ARTICLE VIII
EXPENSES

8.1 Reimbursement of Expenses

The Corporation shall pay or reimburse to the Investors, or such other Person as the Investors may direct, as applicable, all reasonable: (i) legal fees; (ii) professional fees and disbursements; (iii) filing fees (including in respect of any filings required under competition laws); and (iv) out of pocket costs (including any applicable Taxes thereon, other than Taxes in respect of which the Investors are entitled to obtain a refund from the relevant Tax authority and which would result in the Investors being reimbursed for more than its actual out-of-pocket expenses) incurred by or for the account of the Investors in connection with the transactions contemplated by this Agreement (the “Expenses”). The Expenses shall be paid on the Closing. At the request of the Corporation, the Investors will arrange, where reasonably practicable, for certain of the Expenses to be invoiced directly to the Corporation by the Person to whom payment is to be made.

8.2 Broker Fees

The Investors shall not be liable for any brokerage commission, finder’s fee or other similar payment in connection with the transactions contemplated hereby because of any action taken by, or agreement or understanding reached by, the Corporation or any its Affiliates or Insiders.

8.3 Put Option

Notwithstanding anything to the contrary in any other provision of this Agreement or the Articles of Amendment, at the time of any Liquidation Event or Change of Control Event (as defined in the Articles of Amendment) or any event that would result in a redemption under Article 7 of the Articles of Amendment of all or part of their Class 1 Shares, the Corporation shall, if requested in writing at least 10 days prior to that time by one or more holders of record of Class 1 Shares who hold collectively more than 10% of the outstanding Class 1 Shares, provide the requesting holders of Class 1 Shares with the option of transferring such Class 1 Shares to a controlled Affiliate of the Corporation in exchange for consideration per Class 1 Share equal to the TR Value (as defined in the Articles of Amendment) or in the case of a redemption at the election of the Class 1 Majority Holders (as defined in the Articles of Amendment) after the Redemption Trigger Date (as defined in the Articles of Amendment) but before the seventh anniversary from the Original Issuance Date (as defined in the Articles of Amendment), the NA Value (as defined in the Articles of Amendment), prior to any redemption of such Class 1 Shares; provided, however, that the Corporation shall have no obligation to do so if, acting reasonably, it determines that providing such option is not permissible under applicable Canadian federal corporate law. The requesting holders shall promptly indemnify the Corporation for any losses, costs and expenses of the Corporation associated with providing this option (including reasonable legal fees and disbursements).

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8.4 Withholding

Any and all payments made by the Corporation of dividends or distributions (including deemed dividends, distributions, or the exercise by the Corporation of its rights of first refusal pursuant to Section 6.2 of the Shareholders Agreement) in respect of the Class 1 Shares shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto. If the Corporation is required by law to deduct or withhold any taxes from or in respect of any amount payable in respect of the Class 1 Shares to any holder of Class 1 Shares, (i) the sum payable shall be increased by the Corporation as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 8.4) such holder of Class 1 Shares shall receive an amount equal to the sum such holder would have received had no such withholding or deduction been made, (ii) the Corporation shall timely pay directly to the relevant authority in accordance with applicable law the full amount required to be so withheld or deducted; and (iii) the Corporation shall promptly forward to each holder of Class 1 Shares an official receipt or other documentation (or copy thereof) reasonably satisfactory to such holder of Class 1 Shares evidencing such payment to such authority. Notwithstanding anything else in this Section 8.4, the Corporation shall not be obligated to pay any amount pursuant to this Section 8.4 to a holder of Class 1 Shares in excess of 5% of the amount of the dividend or distribution paid to such holder.

ARTICLE IX
INDEMNIFICATION

9.1 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 Purchased Shares, and all Permitted Transferees holding any Purchased Shares (but limited in the case of Permitted Transferees to the amounts in respect of which the original holder of such Purchased Shares would be entitled to indemnification under this Article IX). All claims by the Investors, each holder of Purchased Shares, and all Permitted Transferees holding any Purchased Shares in respect of such representations, warranties, covenants and obligations shall be subject to the conditions and limitations set forth in this Article IX and the rights of indemnity in this Article IX 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

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Article IX and the rights of indemnity in this Article IX shall be the sole and exclusive remedy of the Corporation in respect of such claims.

9.2 General Indemnification

Subject to the limitations in Sections 9.4 and 9.5, (i) the Corporation shall (without duplication in respect of any Loss) indemnify, defend and save harmless the Investors, each holder of Purchased Shares, and all Permitted Transferees holding any Purchased Shares, and each of their partners, shareholders, officers, directors, employees, agents, representatives and successors, and (ii) the Investors, each holder of Purchased Shares, and all Permitted Transferees holding any Purchased Shares shall, severally and not jointly, indemnify, defend and save harmless the Corporation, and each of its shareholders, officers, directors, employees, agents, representatives and successors (the Person or Persons so covenanting and agreeing to indemnify another Person or Persons being referred to in this Article IX as the “Indemnifying Party” and the Person or Persons to be indemnified being referred to collectively as the “Indemnitees” and individually an “Indemnitee”), on an after-tax basis as contemplated by Section 9.13, from and against any and all Losses suffered or incurred by the Indemnitee, as a direct or indirect result of, or arising in connection with or related in any manner whatever to:

	(a)		any misrepresentation or breach of warranty made or given by (or in the case of the representations and warranties in Article V, on behalf of) such Indemnifying Party in this Agreement or any Other Agreement; or

	(b)		any failure by such Indemnifying Party to observe or perform any covenant or obligation contained in this Agreement or any Other Agreement.

9.3 Agency for Representatives

The Investors agree that they accept each indemnity in favor of the Persons identified in clause (i) of Section 9.2, as agent and trustee of such Persons to the extent that they become Indemnitees hereunder. The Corporation agrees that the Investors may enforce an indemnity in favor of the Persons identified in clause (i) of Section 9.2 on behalf of such Persons to the extent they become an Indemnitee hereunder.

9.4 Time Limitations

	(a)		Subject to Section 9.4(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 9.4(a), (i) notice with respect to Claims relating to Section 4.1 (Incorporation and Organization), Section 4.5 (Authorized, Issued and Outstanding Capital) or Section 4.7 (Corporate Authorization) may be given at any time after the Closing Date without limitation as to time; and (ii) notice with respect to Claims relating to Section 4.12 (Tax Matters) arising in or in

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			respect of a particular period ending on or before the Closing Date may be given at any time after Closing and before a period of 90 days has elapsed after the relevant Tax authorities shall no longer be entitled to assess liability for any Taxes against the Corporation or any of the Subsidiaries for that particular period, having regard, without limitation, to any waivers given by the Corporation or any of the Subsidiaries in respect of any taxation year. 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 9.4(a) and 9.4(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 9.4(a) or 9.4(b) to the Indemnifying Party reasonably promptly after the Indemnitee determines that it has a claim for indemnity under this Article IX.

9.5 Limitations as to Amount

No Claims may be asserted by any Indemnitee under this Article IX unless and until the aggregate amount of any Losses of the Indemnitees in respect of any and all Claims asserted pursuant to this Article IX collectively exceeds one hundred thousand dollars (US$100,000) in which event the amount of all such Loss including such one hundred thousand dollar (US$100,000) amount may be asserted. Notwithstanding the foregoing, the threshold for any Claims asserted based on a breach of any representation and warranty contained in Section 4.12 hereof shall be five hundred thousand dollars (US$500,000) in which event a claim for the amount of all such Losses, including such US$500,000, may be asserted. Notwithstanding any other provision of this Agreement, (i) no Claims may be asserted by any Indemnitee hereunder and in no event shall the Indemnifying Party be required to indemnify the Indemnitees, collectively, for Losses in an aggregate amount greater than the Purchase Price, and (ii) no Claims may be asserted by any Indemnitee hereunder and in no event shall an Investor, holder of Purchased Shares, or any Permitted Transferees holding any Purchased Shares be required to indemnify the Indemnitees in an amount greater than their pro rata portion of the Purchase Price.

9.6 Notice of Third Party Claims

If an Indemnitee receives notice of the commencement or assertion of any Claim asserted against the Indemnitee that is paid or payable to, or claimed by, any Person who is not a party to this Agreement (a “Third Party Claim”), the Indemnitee shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event no later than 30 days after receipt of such notice of such Third Party Claim. Such notice to the Indemnifying Party shall describe the Third Party Claim in reasonable detail and shall indicate, if reasonably practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnitee.

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9.7 Defence of Third Party Claims

The Indemnifying Party may participate in or assume the defence of any Third Party Claim by giving notice to that effect to the Indemnitee not later than 30 days after receiving notice of that Third Party Claim (the “Notice Period”). The Indemnifying Party’s right to do so shall be subject to the rights of any insurer or other party who has potential liability in respect of that Third Party Claim. The Indemnifying Party shall pay all of its own expenses of participating in or assuming such defence. The Indemnitee shall co-operate in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifying Party and may participate in such defence assisted by counsel of its own choice at its own expense. If the Indemnitee has not received notice within the Notice Period that the Indemnifying Party has elected to assume the defence of such Third Party Claim, the Indemnitee may, at its option, elect to settle or compromise the Third Party Claim or assume such defence at the expense of the Indemnifying Party, assisted by counsel of its own choosing and the Indemnifying Party shall remain liable for any Loss suffered or incurred by the Indemnitee with respect to such Third Party Claim as contemplated by this Article IX. If the Indemnifying Party elects to assume the defence of a Third Party Claim under this Section 9.7, the Indemnifying Party shall acknowledge in writing its obligation to indemnify the Indemnitee in accordance with the terms contained in this Article IX in respect of that Third Party Claim.

9.8 Assistance for Third Party Claims

The Indemnifying Party and the Indemnitee shall use all reasonable efforts to make available to the person that is undertaking and controlling the defence of any Third Party Claim (the “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

	(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,

and shall otherwise cooperate with the Defending Party. All reasonable expenses associated with making such documents, records and materials available and for all reasonable expenses of any employees or other persons made available by the Indemnitee to the Indemnifying Party hereunder may be included in any Loss for which indemnification is sought under this Article IX.

9.9 Settlement of Third Party Claims

If the Indemnifying Party elects to assume the defence of any Third Party Claim as provided in Section 9.7, the Indemnifying Party shall not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defence of such Third Party Claim following the receipt by the Indemnitee of notice of such assumption. However, if in the opinion of the Indemnitee, acting reasonably, there is a conflict between the interests of the Indemnifying Party and the interests of the Indemnitee with respect to such Third Party Claim, or if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim within

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30 days after receiving notice from the Indemnitee that the Indemnitee believes on reasonable grounds that the Indemnifying Party has failed to take such steps, the Indemnitee may, at its option, elect to assume the defence of and to negotiate, settle or compromise the Third Party Claim assisted by counsel of its own choosing and the Indemnifying Party shall also be liable for all reasonable costs and expenses paid or incurred in connection therewith. The Indemnifying Party shall not, without the prior written consent of the Indemnitee, not to be unreasonably withheld, enter into any compromise or settlement of a Third Party Claim, which would lead to liability or create any other obligation, financial or otherwise, on the Indemnitee.

9.10 Direct Claims

Any Claim other than a Third Party Claim (a “Direct Claim”) shall be asserted by giving the Indemnifying Party reasonably prompt written notice thereof. The Indemnifying Party shall then have a period of 30 days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such Direct Claim, and in such event the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee.

9.11 Failure to Give Timely Notice

Other than in respect of the time for giving notices or other limitations set forth in Section 9.4, a failure to give timely or prompt notice as otherwise provided in this Article IX shall not affect the rights or obligations of any party except and only to the extent that, as a result of such failure, any party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure.

9.12 Reductions and Subrogation

If the amount of any Loss at any time subsequent to the making of any payment on account of any Loss required to paid pursuant to this Article IX (an “Indemnity Payment”) in respect of that Loss is reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other person, the amount of such reduction (less any costs, expenses (including taxes) or premiums incurred in connection therewith), shall promptly be repaid by the Indemnitee to the Indemnifying Party. Upon making a full Indemnity Payment, the Indemnifying Party shall, to the extent of such Indemnity Payment, be subrogated to all rights of the Indemnitee against any third party in respect of the Loss to which the Indemnity Payment relates. Until the Indemnitee recovers full payment of its Loss, any and all claims of the Indemnifying Party against any such third party on account of such Indemnity Payment shall be postponed and subordinated in right of payment to the Indemnitee’s rights against such third party. Without limiting the generality or effect of any other provision hereof, the Indemnitee and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect such postponement and subordination.

9.13 Tax Effect

If any Indemnity Payment received by an Indemnitee constitutes taxable income to such Indemnitee or otherwise gives rise to adverse Tax consequences, the Indemnifying Party shall

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pay to the Indemnitee, at the same time and on the same terms (as to interest and otherwise) as the Indemnity Payment, an additional amount sufficient to place the Indemnitee in the same after-tax position as it would have been if that were not the case. The amount payable pursuant to this Section 9.13 by the Corporation shall be reduced by the amount of any Tax Benefits related or attributable to the loss that gave rise to such Indemnity Payment. For the purposes of this Agreement, “Tax Benefits” shall mean the sum of any increased deductions, losses or credits allowable or decreases in income, gains or recapture of credits allowable, multiplied by the combined highest marginal federal, state and local tax rate in the applicable jurisdiction.

9.14 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 keep himself informed about and be prepared to discuss the Third Party Claim with his counterpart and with counsel at all reasonable times.

ARTICLE X
GENERAL

10.1 Amendments

This Agreement may only be amended, supplemented, modified or terminated by the agreement in writing of the Corporation and the Investors.

10.2 Waiver

No course of dealing between the Corporation and the Investors or any other Person shall operate as a waiver of any right of the Corporation or the Investors under this Agreement. No waiver of any breach or default hereunder shall be valid unless in written form and signed by the waiving party. No failure or other delay by any Person in exercising any right, power, or privilege hereunder shall be or operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

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10.3 Successors and Assigns

This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Subject to applicable securities laws and the Shareholders Agreement, and except as otherwise provided in this Agreement, Investors may assign any of its rights under this Agreement or any of the Other Agreements to any Permitted Transferee of the Purchased Shares, and, as a condition of such assignment, the Permitted Transferee shall assume in writing (in form and in substance acceptable to the Corporation, acting reasonably) the liabilities and obligations of the transferor hereunder and thereunder. The Corporation may not assign any of its rights, or delegate any of its obligations, under this Agreement without the prior written consent of Investors and any such purported assignment by the Corporation without the written consent of Investors shall be void and of no effect.

10.4 Notices

All notices, requests, payments, instructions or other documents to be given hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if: (i) delivered personally (effective upon delivery); (ii) mailed by certified mail, return receipt requested, postage prepaid (effective five Business Days after dispatch); (iii) sent via a reputable, established courier service that guarantees next Business Day delivery (effective the next Business Day), or sent by air mail or by commercial express overseas air courier, with receipt acknowledged in writing by the recipient (effective upon the date of such acknowledgement); or (iv) sent by telecopier followed within 24 hours of confirmation by one of the foregoing methods (effective upon receipt of the telecopy in complete, readable form), addressed as follows (or to such other address as the recipient party may have furnished to the sending party for the purpose pursuant to this Section 10.4):

if to the Corporation:

Mitel Networks Corporation
000 Xxxxxx Xxxxx
Xxxxxx, XX
X0X 0X0

Attention: Chief Executive Officer
Fax: (000) 000-0000

With a copy to:

Mitel Networks Corporation
000 Xxxxxx Xxxxx
Xxxxxx, XX
X0X 0X0

Attention: Chief Financial Officer, and VP Finance
Fax: (000) 000-0000

And with a copy to:

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With a copy to:

Mitel Networks Corporation
000 Xxxxxx Xxxxx
Xxxxxx, XX
X0X 0X0

Attention: Chief Financial Officer, and VP Finance
Fax: (000) 000-0000

And with a copy to:

Mitel Networks Corporation
000 Xxxxxx Xxxxx
Xxxxxx, XX
X0X 0X0

Attention: Senior Corporate Counsel
Fax: (000) 000-0000

With a copy to:

Osler, Xxxxxx & Harcourt LLP
Suite 1500
50 X’Xxxxxx
Ottawa, ON
XXX 6L2

Attention: Xxxxx Xxxxxx
Fax: (000) 000-0000

if to Francisco Partners:

Arsenal Holdco I, S.a.r.l. and Arsenal Holdco II, S.a.r.l.
0-00 xxx Xxxxxxx Xxxxx
X-0000 Xxxxxxxxxx

And with a copy to:

Francisco Partners II, L.P.
x/x Xxxxxxxxx Xxxxxxxx XX, XX, LLC
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000

Attention: Xxx Xxxx
Fax: (000) 000-0000

And with a copy to:

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O’Melveny & Xxxxx LLP
Suite 2600
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000

Attention: Xxxxxxx X. Xxxxxxx
Fax: (000) 000-0000

And with a copy to:

Stikeman Elliott LLP
0000 Xxxxxxxx Xxxxx Xxxx
000 Xxx Xxxxxx
Xxxxxxx, XX, Xxxxxx X0X 0X0

Attention: Xxxxxx Xxxxxxxx
Fax: (000) 000-0000

if to any MS Investor:

c/o Morgan Xxxxxxx Principal Investments, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx XX
Facsimile: (000) 000-0000

with a copy to:

XxXxxxxxx Will & Xxxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Older
Xxxx X. Xxxxxxxx
Facsimile: (000) 000-0000

10.5 Binding Effect and Benefits

This Agreement shall bind and inure to the benefit of the Parties hereto and their respective successors (including any successor by reason of amalgamation of any Party) and permitted assigns. Except as otherwise provided in this Agreement, the provisions of this Agreement that are for the Investor’s benefit shall inure to the benefit of each holder of Purchased Shares, and all Permitted Transferees holding any Purchased Shares. Except as provided in Article IX, nothing in this Agreement is intended to or shall confer any rights or remedies on any Person other than the parties hereto, their respective successors and permitted assigns.

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10.6 Further Assurances

From time to time, on and after the Closing, each Party shall promptly execute and deliver all such further instruments and assurances, and shall promptly take all such further actions, as the other Party may reasonably request in order to effect or confirm the transactions contemplated by this Agreement or any of the Other Agreements and to carry out the purposes hereof and thereof..

10.7 Counterparts

This Agreement may be executed by the Parties in counterparts and may be executed and delivered by facsimile and all such counterparts and facsimiles shall together constitute one and the same agreement.

10.8 Language

Each of the undersigned hereby acknowledges that it has consented and requested that all documents evidencing or relating in any way to the sale of the Purchased Shares hereunder be drawn up in the English language only. Nous, soussignés, reconnaissons par les présentes avoir consenti et demande que tous les documents faisant foi ou se rapportant de quelque manière à la vente des actions soient rédigés en anglais seulement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first mentioned above.


MITEL NETWORKS CORPORATION
By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Chief Financial Officer

ARSENAL HOLDCO I, S.A.R.L.
By:	/s/ Xxxxx X. xxXxxx
	Name:	Xxxxx X. xxXxxx
	Title:	Authorized Signing Officer


By:	/s/ Xxxx Xxxxxxxxxx
	Name:	Xxxx Xxxxxxxxxx
	Title:	Manager

ARSENAL HOLDCO II, S.A.R.L.
By:	/s/ Xxxxx X. xxXxxx
	Name:	Xxxxx X. xxXxxx
	Title:	Authorized Signing Officer


By:	/s/ Xxxx Xxxxxxxxxx
	Name:	Xxxx Xxxxxxxxxx
	Title:	Manager

XXXXXX XXXXXXX PRINCIPAL INVESTMENTS, INC.
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Vice President

- 63 -

SCHEDULE A

Pro Forma Capitalization


	Common Equivalents		Own %
THM Class 1 Preferred		10,257,579		2.09	%
PTIC Class 1 Preferred		8,737,938		1.78	%
MSPI Class 1 Preferred		32,930,628		6.71	%
FP Group Class 1 Preferred		166,968,315		34.02	%
Edgestone Class 1 Preferred		14,436,593		2.94	%
Shares outstanding (7/31/07)		213,272,401		43.45	%
Edgestone warrants		737,467		0.15	%
TPC warrants		37,174,877		7.57	%
Other warrants		317,995		0.06	%
Treasury method dilutive options		5,990,017		1.22	%
New Class 1 Preferred Warrants		0		0.00	%
		490,823,810		100.00	%

Class 1 Convertible Preferred Share Terms


Class 1 Preferred Conversion Price	$	1.3161
Conversion Ratio		759.8207x
THM Class 1 Preferred value	$	13,500,000
PTIC Class 1 Preferred value	$	11,500,000
MSPI Class 1 Preferred value	$	43,340,000
FP Group Class 1 Preferred value	$	219,747,000
Edgestone Class 1 Preferred value	$	19,000,000
Total Class 1 Preferred value	$	307,087,000

New Class 1 Preferred Warrant


Tranche	Gross		x USD		Net Dilutive
THM		1,022,996	$	1.3161		0
PTIC		871,441	$	1.3161		0
MSPI		3,284,196	$	1.3161		0
FP Group		16,651,875	$	1.3161		0
Total		21,830,508				0

Treasury Method Schedules


Tranche	Gross		x CDN		Net Dilutive
Tranche A		546,305	$	1.24		84,302
Tranche B		702,821	$	1.16		146,801

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Tranche	Gross		x CDN		Net Dilutive
Tranche C		536,250	$	2.75		0
Tranche D		128,000	$	2.00		0
Xxxxxxx X		1,042,247	$	1.55		0
Tranche F		4,019,650	$	1.18		784,771
Tranche G		211,383	$	1.16		44,152
Tranche H		62,987	$	1.13		14,445
Tranche I		15,457,948	$	1.00		4,915,545
Total options		22,707,591				5,990,017


		x CDN
Edgestone warrants	5,000,000	$	1.25	737,467
TPC warrants	37,174,877	$	0.00	37,174,877
Other warrants	1,000,000	$	1.00	317,995


		x USD
Convertible Noteholder Warrants	16,500,000	$	1.28	0
Total warrants	59,674,877			38,230,339


FP Group	Investment		Dilutive Shares		Own %
Arsenal HoldCo I S.a.r.l.	$	205,819,000		156,385,533		31.86	%
Arsenal HoldCo II S.a.r.l.	$	13,928,000		10,582,782		2.16	%
Total	$	219,747,000		166,968,315		34.02	%

SCHEDULE “B”

DISCLOSURE SCHEDULE

This document constitutes the disclosure schedule (the “Disclosure Schedule”) referred to in the Class 1 (the “Subscription Agreement”) dated August 16, 2007 between the Corporation, Arsenal Holdco I, Sarl and Arsenal Holdco II, Sarl and Xxxxxx Xxxxxxx. Unless the context otherwise requires, words and expressions defined in the Subscription Agreement shall have the same meanings in this Disclosure Schedule.

Disclosure in any one section of this Disclosure Schedule shall be deemed to be disclosure for purposes of all other sections of this Disclosure Schedule to the extent such actual disclosure in the one section contains sufficient information so as to constitute adequate disclosure for purposes of that other section or sections and where such actual disclosure would be reasonably apparent to be applicable to such other section or sections. Reference to any matter in any section shall not be deemed to an acknowledgement by the Corporation that such matter meets or exceeds any applicable threshold of materiality or any other relevant threshold.

In some respects, this Disclosure Schedule sets forth conditions, sets of facts or other disclosure not strictly called for by the Subscription Agreement where it was thought that such disclosure might be helpful. No implication shall be drawn that any condition, set of facts or other disclosure set forth herein is necessarily material or is otherwise required to be disclosed or that the inclusion of such disclosure establishes or implies a standard of materiality, a standard for what is or is not in the usual and ordinary course of business or any other standard for disclosure set forth in the Agreement.

The following specific disclosures are made in relation to the Subscription Agreement:

SECTION 4.3

SUBSIDIARIES

List of Subsidiaries:

The full corporate name, jurisdiction of incorporation and registered and beneficial ownership of the issued and outstanding shares of each direct and indirect Subsidiary is as follows:


	Jurisdiction of
Name of Subsidiary	Incorporation	Ownership of Securities
Mitel Networks Holdings Limited	United Kingdom	Wholly-owned by the Corporation

Mitel Networks Asia Pacific Limited	Hong Kong	Wholly-owned by the Corporation

Mitel Networks International Limited	Barbados	Wholly-owned by the Corporation

Mitel Networks Overseas Limited	Barbados	Wholly-owned by the Corporation

Mitel Networks Limited	United Kingdom	Wholly-owned by Mitel Networks Holdings Limited, which is in turn wholly-owned by the Corporation

Mitel 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 Corporation

Mitel 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 Corporation

Mitel Networks, Inc.	Delaware	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 Corporation

Mitel 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 Corporation

Mitel 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 Corporation

Mitel 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

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	Jurisdiction of
Name of Subsidiary	Incorporation	Ownership of Securities
Mitel Networks (México), S.A. de C.V.	Mexico	Wholly owned by the Corporation

Mitel Comércio e Serviços do Brasil Ltda.	Brazil	Wholly owned by the Corporation

Certain corporate filings have not yet been filed. The following table provides details of the current status, by corporate entity.

Legal Entity Filings Update Q4 2007

Filing Status

Legal Entity

Location

Financial statements

Tax Returns

Corporate Filings

2007

2006

2005

2004

2007

2006

2005

2004

2006

2005

2004

Mitel Networks Corporation

Canada

Mitel Networks Overseas Limited

Barbados

Mitel Networks International Limited

Barbados

Mitel Networks Holdings Limited

Mitel Networks Asia Pacific Ltd.

Mitel Networks (Mexico)

Mexico

n/a

Mitel Comercio e Servicos do Brasil Ltda.

Brasil

n/a

Mitel Telecom Limited (Inactive)

n/a

Mitel Networks Germany GmbH

Germany

n/a

Mitel Networks SARL

France

n/a

Mitel Networks Italia SRL

Italy

n/a

Mitel Financial Services Limited

Mitel Networks Inc.

Mitel Networks Limited

Branch Office

Australia

n/a

Branch Office

Spain

n/a

Branch Office

South Africa

n/a

Branch Office

Dubai

n/a

Branch Office

Singapore

n/a

Branch Office

Netherlands

n/a


ü		Completed and filed

IP		In Progress

*		Audited financial statements required

n/a		Not applicable

Partnerships, Joint Ventures, etc.:

The Corporation or its Subsidiaries are a partner or participant in the following partnerships or joint ventures, or own or have agreed to acquire securities in the following businesses or Persons:


Name of Joint Venture	Jurisdiction	Ownership of Securities
Tianchi 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 China

The Corporation is not a partner in a partnership.

SECTION 4.5

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, Xxxxxx & 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 most recent SEC filing on Amendment No. 2 to Form F-1 dated November 8, 2006, and as described in and attached as an exhibit to the Corporation’s SEC filing on Form 20-F dated October 31, 2006.

	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, 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 EdgeStone Capital Equity Fund II-A, L.P., a warrant (the “Series 2 Warrant”) to purchase up to 5 million common shares at an exercise price of CAD$1.25 (subject to appropriate adjustments), which expires on April 23, 2011. A copy of the Series 1 Warrant is attached as Appendix “C” 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 April 7, 2007, is attached as Appendix “D” to this Section 4.5.

Options

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

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			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 “F” to this Section 4.5, and is described in the Corporation’s recent SEC filing on Form 20-F (October 31, 2006). As of July 31, 2007, 17,375,828 grants have been made under this plan.

	b)		The 2006 Equity Compensation Plan is attached as Appendix “G” to this Section 4.5. As of July 31, 2007, 5,331,763 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 July 31, 2007, is attached as Appendix “H” to this Section 4.5.

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

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		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 “I”.

G.		Other Redemption Obligations, Shareholder Agreements or Registration Rights Agreements



		As 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 July 31, 2007):


Location		Amount outstanding on loan
UK		<£2400
UK		<£350
UK		<£400
Canada		< CAD$800

Appendices:

Appendix A: CIBC Warrant⁽¹⁾, as amended
Appendix B: Form of Amended and Restated Noteholder Warrant
Appendix C: Series 1 Warrant
Appendix D: Warrant Register
Appendix E: UK Sub-Plan of Equity Incentive Plan
Appendix F: Employee Stock Option Plan
Appendix G: 2006 Equity Incentive Plan⁽²⁾
Appendix H: List of Options Outstanding
Appendix I: Deferred Share Unit Plan⁽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.; Xxxxxx X. Xxxxx; Xxxxxxx X. Xxxxxx; Xxxxx X. Xxxxxxx; Xxxxxx Xxxxx; 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 4.6

LAWFUL ISSUANCE

Non-Compliance with Pre-Emptive Rights, Securities Laws or Other Laws:

With respect to prior issuances of securities by the Corporation to Persons resident in jurisdictions other than Canada, the United States or the United Kingdom, the Corporation did not make independent inquiry into whether all such issuances fully complied with all applicable laws in such other jurisdictions. As a result, those securities of the Corporation may not have been offered, issued and sold in compliance with such laws. This Section 4.6 shall not limit the Investors rights to indemnification pursuant to the terms of the Subscription Agreement.

SECTION 4.8

GOVERNMENTAL OR THIRD PARTY CONSENTS

The following consents, approvals, authorizations, declarations, filings or registrations with any Governmental Authority or any other Person have been or will be obtained prior to Closing as follows:

	•		Section 2.8 of the Shareholders Agreement requires the Corporation to obtain the prior written consent of 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 Equity Fund II-A, L.P. and its parallel investors (collectively, “EdgeStone”), prior to (a) amending the Corporation’s articles; (b) issuing any equity securities or warrants; (c) acquiescing to the assertion of any price protection or anti-dilution rights with respect to any outstanding securities or any securities of the Corporation or any Subsidiary that may hereafter be issued; (d) redeeming or purchasing for cancellation any equity securities of the Corporation, except in certain limited circumstances; (e) incurring or becoming liable for or have outstanding any borrowing or funded indebtedness in excess of $80,000,000 in the aggregate; (f) making any material change in the Business; (g) repaying any debt which exceeds $5,000,000; (h) creating any material Subsidiary, making any business acquisition in excess of $5,000,000, except in the ordinary course of the Business; (j) approving any changes in the size of the Board of Directors; or (k) agreeing to a Change of Control Event (as defined in the Articles) in which the Corporation is a party, or amalgamating or merging with or into any other corporation.

			The Corporation will be required to obtain a waiver from Principal Shareholders (EdgeStone, Xxxxxxx Xxxxxxxx, Celtic Tech Jet Limited, Power Technology Investment Corporation, Zarlink Semiconductor Inc., and Xxxxxx Xxxxxx Corporation) to the Shareholders Agreement if it is unable to comply with the pre-emptive rights notice provisions under Section 4.1 of that agreement.

			Section 8.3(d) of Schedule A to the Articles and Section 8.3(d) of Schedule B to the Articles each provide that the Corporation will not undertake certain matters without the approval of the Series A Majority Holders and the Series B Majority Holders respectively (each, as defined in the Articles), including undertakings to amend the articles of the Corporation to add, change or remove any rights, privileges, restrictions or conditions attached to the Series A Shares or the Series B Shares or otherwise change the Series A Shares or Series B Shares.

			If a notification is required to be filed pursuant to Part IX of the Competition Act (Canada) in connection with the Investment, (x) the Commissioner of Competition (the “Competition Commissioner”) shall have issued an advance ruling certificate pursuant to section 102 of the Competition Act in respect of the Investment; or (y) the Competition Commissioner shall have waived the obligation to notify and supply information under Part IX of the Competition Act pursuant to subsection 113(c) of the Competition Act and confirmed in writing that she has no intention to file an application under Part VIII of the Competition Act (a “no-action letter”) in respect of the Investment; or (z) the statutory waiting period under section 123 of the Competition Act shall have expired or been terminated and the Competition Commissioner shall have issued a no-action letter in respect of the Investment.

			The 2001 Employee Stock Option Plan and the 2006 Equity Incentive 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

- 2 -

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.

SECTION 4.9

FINANCIAL STATEMENTS & ABSENCE OF CERTAIN CHANGES

Section 4.9 (c): Material Transaction with Insiders

	•		On April 25, 2006, the Corporation entered into an agreement with Natural Convergence Inc. to purchase prepaid software licenses worth $1.2, payable in four equal installments over the course of fiscal 2007. The Corporation had the option to instead invest any of its four installments in prepaid licenses in secured convertible debentures which were (a) repayable to debenture holders (plus a credit fee of 25% per annum of any outstanding principal) on the earlier of December 31, 2006, or on the occurrence of certain events, or (b) automatically convertible into preferred shares of NCI upon the closing of a qualifying financing of no less that $6.0. The convertible debentures were also issued with warrants to acquire a number of common shares of NCI equal to the dollar amount of the investment divided by $1.00, at an exercise price per common share of C$0.0001. In May 2006, the Corporation purchased $0.3 in prepaid software licenses under the agreement. In August 2006, November 2006 and February 2006, the Corporation exercised its option to invest its second, third and fourth installment payments in convertible debentures totaling $0.9. Since NCI had completed a qualifying financing of $10.0 in November 2006, the Company’s entire $0.9 balance of debentures and $0.1 accrued interest was automatically converted into NCI Class C Preferred Shares at a 5% discount in accordance with terms of the agreement. Following the conversion, and upon exercising its warrants, the Company received 8,467,523 Class C Preferred Shares and acquired 600,000 common shares. At April 30, 2007, the Company had a combined ownership of 5.6% in NCI but did not exert significant influence over NCI. Accordingly, the $1.0 investment recorded on the balance sheet at April 30, 2007 has been accounted for using the cost method.

	•		In addition to the license and financing agreement described above, the Company also purchased $2.1 of products and services from NCI for the year ended April 30, 2007 (2005 — $nil; Transition Period — $nil; 2006 — $0.3). The related net balance payable at April 30, 2007 was $0.5 (April 30, 2006 — $0.2).

	•		Please see Section 4.5 (B)(f)

Section 4.9 (f): Issuance of Shares

•

The Corporation has obligations to grant or has granted/issued the options, warrants and shares as described under Section 4.5(b) of this Disclosure Schedule.

Section 4.9 (g): Officers, Directors and Key Employee

Since the Financial Statement Date, the following changes occurred in the position of the officers, directors and key employees of the Corporation or any of the Material Subsidiaries:

- 2 -


				Date of
			Date of	Termination/	Replacement
Entity Name	Name of Officer	Title	Appointment	Resignation	Officer
Mitel Networks, Inc.	Christian Na	Corporate Secretary	—	13 Jul 07	Xxxxxx Xxxxx

Section 4.9 (h): Compensation

Xxxxxx X. Xxxxx.

Effective as of May 5, 2006, the Corporation executed an Agreement to Amending the Amended and Restated Employment Agreement with Xx. Xxxxx. Xx. Xxxxx is employed for an indefinite term, subject to termination in accordance with the terms of his employment agreement, as amended. If Xx. Xxxxx is terminated without cause, he will receive a severance payment totaling 24 months’ salary and bonus compensation (paid over a 24-month period), plus benefit continuation and continued vesting of options for the same period. Upon death or disability, Xx. Xxxxx is entitled to a lump sum payment of one year’s total salary plus bonus, and, in addition, continued vesting of options for one year. Xx. Xxxxx receives a base salary of C$750,000, a monthly car allowance of C$1,000, stock options, and fuel and maintenance reimbursement for one vehicle, and he participates in the Corporation’s standard employee benefit plans. Xx. Xxxxx is also entitled to receive an annual bonus payment in an amount determined by the Compensation Committee of the Board of Directors of the Corporation. Xx. Xxxxx’x employment agreement contains provisions addressing confidentiality, non-disclosure, non-competition and ownership of intellectual property. In the event of a change in control there is accelerated vesting of 100% of any remaining unvested options.

By way of a letter agreement between Xx. Xxxxx and Xx. Xxxxxxxx dated March 1, 2002, as amended, Xx. Xxxxxxxx granted to Xx. Xxxxx options to purchase 3,000,000 common shares of the Corporation with an exercise price of C$3.50 from the holdings of Xx. Xxxxxxxx. All of these options have vested and none have been exercised. These options to Xx. Xxxxx expire on March 1, 2012.

Xxxx A.N. Butcher.

Xxxx Xxxxxxx is employed as President and Chief Operating Officer of the Corporation, reporting to the Chief Executive Officer. Effective as of May 5, 2006, the Corporation executed an Agreement Amending the Amended and Restated Employment Agreement with Xx. Xxxxxxx. Xx. Xxxxxxx is employed for an indefinite term, subject to termination in accordance with the terms of his employment agreement, as amended. If Xx. Xxxxxxx is terminated without cause, he will receive a severance payment totaling 18 months’ salary and bonus compensation (paid over an 18-month period), plus benefit continuation and continued vesting of options for the same period. Upon death or disability, Xx. Xxxxxxx is entitled to a lump sum payment of one year’s total salary plus bonus, and, in addition, accelerated vesting of 25% of any remaining unvested options. Xx. Xxxxxxx receives a base salary of C$500,000, a monthly car allowance of C$1,500, stock options, and fuel and maintenance reimbursement for one vehicle, and he participates in the Corporation’s standard employee benefit plans. Xx. Xxxxxxx is also entitled to receive an annual bonus payment in an amount determined by the Compensation Committee, in its sole discretion. Xx. Xxxxxxx’x employment agreement contains provisions addressing confidentiality, non-disclosure, non-competition and ownership of intellectual property. In the event of a change in control there is accelerated vesting of 100% of any remaining unvested options.

By way of a letter agreement between Xx. Xxxxxxx and Xx. Xxxxxxxx dated March 1, 2002, as amended, Xx. Xxxxxxxx granted to Xx. Xxxxxxx options to purchase 1,000,000 common shares of the Corporation with an exercise price of C$3.50 from the holdings of Xx. Xxxxxxxx. All of these options have vested and none have been exercised. These options to Xx. Xxxxxxx expire on March 1, 2012.

- 3 -

Xxxxxx X. Xxxxxxx.

Xxxxxx Xxxxxxx is employed as Chief Financial Officer of the Corporation, reporting to our Chief Executive Officer. Effective as of January 1, 2006, the Corporation executed an Employment Agreement with Xx. Xxxxxxx under which he is employed for an indefinite term, subject to termination in accordance with its terms. If Xx. Xxxxxxx is terminated without cause, he will receive a severance payment totaling 18 months’ salary and bonus compensation (paid over an 18-month period), plus benefit continuation and continued vesting of options for the same period. Upon death or disability, Xx. Xxxxxxx is entitled to a lump sum payment of one year’s total salary plus bonus, and, in addition, accelerated vesting of 25% of any remaining unvested options. Xx. Xxxxxxx receives a base salary of C$300,000 C$335,000, a monthly car allowance of C$1,000, stock options, and fuel and maintenance reimbursement for one vehicle, and he participates in the Corporation’s standard employee benefit plans. Xx. Xxxxxxx is also entitled to receive an annual bonus payment of up to 50% of his annual base salary, in an amount determined by the Compensation Committee, in its sole discretion. Xx. Xxxxxxx’x employment agreement contains provisions addressing confidentiality, non-disclosure, non-competition and ownership of intellectual property. In the event of a change in control there is accelerated vesting of 100% of any remaining unvested options.

Section 4.9 (j): Indebtedness, material obligations or material liabilities

The Corporation has the following indebtedness, material obligations or materials liabilities outside the ordinary course of business:

***

•

See accounts receivable financing in 4.10(A).

Section 4.9 (l): Settlement of Legal Proceeding

***

SECTION 4.10

INDEBTEDNESS

A. Indebtedness with at Least One Year Maturity:

The Corporation or one of its Subsidiaries have incurred Indebtedness which matures more than one year after the date of their original creation or issuance under the following:

	•		certain capital leases of not more than USD$5,000,000, at interest rates varying from 9.0% to 12.0%, payable in monthly instalments, with maturity dates ranging from September, 2007 to August, 2009, and secured by the leased assets.

	•		certain real property leases entered into by the Corporation or its Subsidiaries as set forth in Section 4.13(a) of this Disclosure Schedule.

	•		On April 30, 2007, the Corporation entered into an agreement under which it sold $12.8 million of its non-interest bearing trade accounts receivable to an unaffiliated financial institution at a rate of 7.5% on Canadian dollar receivables and 10.25% on US dollar receivables. Under the Agreement, the Corporation will continue to service, administer and collect the pool of accounts receivable without a fee, on behalf of the purchaser and, in certain events of breach can be required to repurchase the receivables. The Agreement is guaranteed by the Corporation’s principal shareholder, for which a fee of $12,000 was paid, and a reserve of $1.9 million was recorded as restricted cash in connection with the agreement. The Corporation is not considered to have ceded control over the transferred receivables, and so the transfer has not been accounted for as a sale. The agreement does not provide the financial institution with the right to pledge or resell the transferred receivables.

SECTION 4.11

ABSENCE OF UNDISCLOSED LIABILITIES

Interest Rate Hedge

In September 2005, the Corporation entered into a derivative contract with XX Xxxxxx (AA- latest S&P rating), in order to limit the impact of a change in LIBOR on interest expense related to the convertible Notes for the period commencing November 1, 2005 to November 1, 2007. The derivative contract, based on $55 million, effectively provides a cap on LIBOR of 5.27% and a floor on LIBOR of 4.00%. At July 31, 2007, the FMV of the derivative contract was $46,994.00.

Outstanding Foreign Exchange Contracts

As at July 31, 2007, the Corporation had the following foreign currency contracts outstanding:

Counter

Transaction

Value

Mitel

Party

Date

Currency

Buy (Sell)

Rate

Currency

Buy (Sell)

RBC

12-Apr-07

14-Jun-07

EUR

(7,350

)

1.35220

USD

9,939

RBC

12-Apr-07

14-Jun-07

GBP

6,450

1.97880

USD

(12,763

)

CIBC

24-Apr-07

3-May-07

CAD

(3,000

)

0.89087

USD

2,673

CIBC

24-Apr-07

17-May-07

CAD

(3,000

)

0.89087

USD

2,673

CIBC

24-Apr-07

31-May-07

CAD

(3,000

)

0.89087

USD

2,673

Bonding

As at April 30, 2007, the Corporation had less than USD$5,000,000 in bonds outstanding. These bonds are related to various customer contracts. Potential payments due under these may be related to our performance and/or our resellers’ performance under the applicable contract. Historically, we have not made any payments and we do not anticipate that we will be required to make any material payments under these types of bonds.

SECTION 4.12

TAX MATTERS

Section 4.12(a): Arrears

None.

Section 4.12(b): Tax Returns

The following Subsidiaries have not filed tax returns within the times prescribed:

Mitel Networks Limited
Mitel Networks Holdings Limited
Mitel Networks Asia Pacific Limited

This omission of filings is not considered material and are currently being resolved.

Section 4.12(c): Claims

None.

Section 4.12(d): Withholding

The Corporation is aware that, due to errors made by a former employee, the Corporation is late in paying withholdings due for its Australian branch office. This error is not considered material and is currently being resolved.

Section 4.12(e): Tax Sharing

None.

Section 4.12(h): Audits


MITEL NETWORKS CORPORATION: Open Tax Audits			(as of July 31^st, 2007)
Canada
Income Tax	Federal	2002 — 2003	International audit still to be completed

USA
Sales tax	California	07/01/03 — 06/30/06	Status: The auditor has completed his field work and we are in process of reviewing invoices & exemption certificates for the “Sales tax” test. The response to the “Accrued tax analysis” is being mailed out today. The requested invoices for the “Fixed Asset” test are in process.

Income tax	New York	FYE 2003—2006	Status: The scope of the original audit has been expanded to include Mitel Networks, Inc. Field work has been completed and requested information has been supplied to the auditor for review. We are waiting for any additional questions or the audit reports.

- 2 -

Section 4.12(j): Collection and Remittance

None.

SECTION 4.13

REAL PROPERTY

Real Property

The Corporation owns no Real Property.

Section 4.13(a): Leased Real Property

The Corporation’s Head Office (located at 000 Xxxxxx Xxxxx, Xxxxxx, Xxxxxx) totalling approximately 512,000 square feet are leased from Brookstreet Research Park Corporation (formerly known as Mitel Research Park Corporation), a company controlled by Xx. Xxxxxxxx. In addition, the Corporation and its Subsidiaries are parties under certain leases for office space details of which are attached to this Section 4.13(a) as Appendix “A”.

Section 4.13 (b): Subletting or Assignment of Leased Real Property

	•		The Corporation has entered into sublease agreements with each of General Dynamics Canada, Ltd. and InGenius Software Engineering, Inc. for certain space at 000 Xxxxxx Xxxxx, Xxxxxx.

	•		The Corporation has entered into sublease agreement with Smart Technologies Inc. for certain space at 000 Xxxxxx Xxxxx, Xxxxxx.

	•		The Corporation has entered into sublease agreement with New Heights Software Corporation for certain space at 000 Xxxxx Xxxx, Xxxxxx.

	•		Mitel Networks Limited has sublet 100% of its interest in the lease entered into with Birmingham Business Park, which lease is described in Section 4.13(a) of this Disclosure Schedule, to IGT UK Ltd.

	•		Mitel Networks Limited has sublet the property leased to it under the lease entered into with Xxxxxxx Business Centre, which lease is described in Section 4.13(a) of this Disclosure Schedule, to SBP.

Section 4.13 — Appendix A

REAL PROPERTY

Commencement

Expiry

Annual Rent

Leased Property

Landlord

Tenant

Date

Payable

CANADA

2800, 350 — 7^th Avenue SW
Suite 2830
Xxxxxxx, XX X0X 0X0

First Executive Centre
Ltd.

Mitel Networks Corporation

15-APR-04

30-NOV-07

***

4299 Canada Way, 100
Burnaby, BC V5G 1H3

Great West Life
Assurance Company

Mitel Networks
Corporation

01-JUL-98

30-JUN-11

***

000 Xxxxxx Xxxxxx
Xxxxxxxx, XX X0X 0X0

Commerce Executive
Centre

Mitel Networks
Corporation

09-AUG-06

30-AUG-07

***

1505 Barrington St. 1110
Xxxxxxx, XX X0X 0X0

Fortis Properties
Corporation(Former
Trizic Properties
Limited)

Mitel Networks
Corporation

01-JAN-02

31-DEC-07

***

0000 Xxxxxxx Xxxx Xxxx,
Xxxx, XX

Royal Ottawa Health
Care Group Board of
Trustees

Mitel Networks
Corporation

03-OCT-96

02-OCT-11

***

340, 000 Xxxxxx Xxxxx, and
000 Xxxxx Xxxx, Xxxxxx, XX
X0X 0X0

Brookstreet
Research Park
Corporation

Mitel Networks
Corporation

27-MAR-01

31-MAR-11

***

000 Xxxxxxxx Xxxx. Xxxx,
Xxxxxxxxxxx, XX X0X 0X0

Airport Hartland
Leaseholds Incl

Mitel Networks
Corporation

28-OCT-98

31-MAY-09

***

C/o Crown Property
Managment

0000 xxxxxxxxx Xx.-Xxxxxxxx-
Philips Bureau 0^xx Xxxxx, Xx
Xxxxxxx XX X0X 0X0

Alexis Nihon

Mitel Networks
Corporation

01-FEB-05

31-JAN-12

***

USA

0000 Xxxxxxx Xxxxxx, 000 Xxxxx
Xxxx, XX 00000

Xxxxxxx Properties —
Pacific Arts Plaza, LLC

Mitel Networks, Inc.

11-JAN-99

31-JAN-11

***

0000 Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000

Annabel Investment
Company

Mitel Networks, Inc.

01-MAY-02

31-MAY-07

***

Corporate Centre V
Five Concourse parkway,
Suite 1950
Xxxxxxx, XX 00000-0000
(Xxxxxx county, GA)

485 Properties, LLC

Mitel Networks, Inc.

09-DEC-05

31-DEC-13

***

Three First Xxxxxxxx Xxxxx
00^xx Xxxxx
Xxxxxxx. XX 00000

Xxxxx 00 Xxxx
Xxxxxxx LP

Mitel Networks, Inc.

01- JAN-06

31-DEC-12

***

0000 X. Xxxxxxxxx
Xxxxxxx, XX

Quantum Crossings,
LLC

Mitel Networks Inc.

01-APR-06

31-MAR-09

***

0000 Xxxx Xxx Xxxxxxx, 000
Xxxxx, XX 00000
(Minneapolis)

XXX Xxxxx.

Mitel Network Solutions, Inc.

01-DEC-01

30-NOV-11

***

0000 Xxxx Xxxxxx Xxxx Xxxxx
000 Xxxxxxxxx, XX 00000

Fairfield Business
Properties

Mitel Network Solutions, Inc.

16-MAY-03

30-JUN-06

***

00 Xxxx Xxxx Xxxx, Xxxxx 00
Xxxxxxx, XX 00000

Liberty Property
Limited Partnership

Mitel Networks, Inc.

07-AUG-06

31-AUG-09

***

0 Xxxxxxx Xxxxxxxx Xxxx.
Xxxxxx, XX 00000 (Albany)

Nocha Group 3 LLC

Mitel Network Solutions, Inc.

01-MAR-96

28-FEB-07

***

0 Xxxx Xxxxxx 00xx Xxxxx
Xxx Xxxx, XX 00000

Three Park Avenue
Building Co., L.P.

Mitel Network Solutions, Inc.

14-MAY-04

30-JUN-09

***

GSW Distribution Centre #1
805 W.N. Carrier parkway
Xxxxx Xxxxxxx, XX 00000

805 Carrier Partners Ltd.

Mitel Networks, Inc.

01-MAY-04

30-JUN-07

***

000 Xxx Xxxxx Xxxxxx, 000
Xxxxxxx, XX 00000-0000

205 Van Buren
Associates LLC

Mitel Networks, Inc.

01-AUG-99

31-JUL-09

***

0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
(Little Chute)

R K R Investments

Mitel Network Solutions, Inc.

00-XXX-00

***

N19 X00000 Xxxxxxxxx
Xxxxx Xxxxxxxx,Xxxxxxxxx
(Milwaukee)

MRA-The
Management Assoc., Inc.

Mitel Network Solutions, Inc.

01-JAN-03

31-DEC-06

***

No Lease agreements
in please with storage
units. Monthly only

Mitel Networsk
Bosque de Alisos 47-A In
A2-02 Bosques de las Lomas
Delegacion Cuajimalpa
Mexico d.F., C.P. 05120

Xxxx xxxxx Xxxx
Xxxxxxx
Boseque de
Caterinals No 48

Mitel Networks Inc.

01-DEC-03

31-JUl-07

***

Parkside Plaza
Metro Office Park
00 Xxxxx 0 Xxx 000
Xxxxxxxx, Xxxxxx Xxxx

Parkside, S.E.

Mitel Networks , Inc.

01-APR-06

31-MAR-09

***

Chamic Business Centre
St. Xxxxxxx, Barbados

Charmic Holdings Ltd

Mitel Networks, Inc.

01-JUL 04

Renewable
annually
(cancel with 6
month notice)

***

Xxx Xxxxx, Juller 116
Room 0000, Xxx Xxx Xxxxxx Xxxxxxxx
Xxxxxxxxx, Xxx Xx Janeiro
Brazil

Xxxxxxx Xxxxx
Borkowsky

Mitel Comercio E Servicos Do Brazsil Ltda.

01-NOV-06

31-OCT-10

***

Note, This is the US
Archive company.
We do not have a
lease Agreement.
Invoiced monthly

UK OFFICES

Xxxx 0, Xxxxxxxxxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxxx
XX00 0XX

Xxxxxx Xxxxxxxx Ltd.

Mitel Networks Ltd.

17-MAR-06

09-MAR-21

***

000-000 Xxxxxxxxxx
Xxxxxx, Xxxxxx, XX0 0XX

Slough Estates

Mitel Networks
Limited

1991

2016

***

0000 Xxx Xxxxxxxx,
Xxxxxxxxxx Business Park,
Solihull Parkway,
Birmingham, B37 7YE

Birmingham Business
Park

Mitel Networks
Limited

1990

2015
Office sublet
from Sep 3005-
Sep 2010

***

9 Xxx Xxxxx, Xxxxxx-Xx-
Xxxxxxx, Xxxxxxxxxx, XX00
0XX (Haydock)

Ryleygate

Mitel Networks
Limited

2003

2013

***

000, Xxxx Xxxxxx Xxxxxx
Xxxxxxx X0 0XX

Xxxxxxx Business
Centre

Mitel Networks
Limited

2006

30-APR-07
(6 mon
renewable Lic.)

***

Xxx Xxxxx House, India
Street, Glasgow

Glasgow City Council

Mitel Networks
Limited

2002

2014

***

0^xx Xxxxx, 0 Xxxxxxx Xxx,
Xxxxxx, XX0X 0XX

Executive
Communications
Centre

Mitel Networks
Limited

17-OCT-05

30-APR-07

***

INTERNATIONAL OFFICES

Centro Direzional Milano
Oltre, Xxxxxxx Xxxxxxxx,
20090 Segrate, MI
(Milan, Italy)

Edilnord

Mitel Networks
Italia SRL

2001

Sept 2007

***

Plusfour, Xxxxxxxxxxxxx 0-0,
Xxxxxxxxx, XX,
0000XX(Xxxxxxx, NL)

Corio

Mitel Networks
Limited

2001

Renewable
annually

***

Dubai Internet City, Xxxxxx
000/000, Xxxxxxxx Xx.0. XX
Xxx 000000, Xxxxx, XXX

Dubai Technology,
Electronic Commerce
& Media Free Zone

Mitel Networks
Limited

Renewable annually

Renewable
annually

***

Le Quebec,11 Xxx Xxxxxxx
Xxxxxxx,00000
Xxxxxxxxxx(Xxxxx, Xxxxxx)

SCI Quebec

Mitel Networks SARL

2002

2011

***

Xxxxxxxxxxxx 00, X-00000
Xxxxxxxxxx, Xxxxxxx

Prinzenpark

Mitel Networks
Limited

2003

2013

***

Xxxxxxxxxx xx Xxxxxx 0,
0xxx planta
Xxxxxxxx, Xxxxxxxx 00000
Xxxxxx, Xxxxx

Cegosa Inversiones S.A.

Mitel Networks
Iberia

2005

Renewable
annually

***

Riyadh Kingdom Centre —
The Kingdome Centre
28^th Floor. , Xxxxxx 00000,
Xxxxx Xxxxxx

Regus

Mitel Networks Ltd

Sep 05

00-XXX-00

***

Xxxxx Xxxxx, Xxxxxx Xxxxx 00X
Xxx Xxxxxxxxx, Xxxxxxxx
Xxxxxxx, Xxxxx Xxxxxx

AECI Pension Fund

Mitel South Africa

01-SEP-05

31-AUG-08

***

ASIA AND FAR EAST (US $’S)

Xxxxx 0000X
000-000 Xxxxxx Xxxxxx
Xxxxx Xxxxxx, XXX 0000
Xxxxxxxxx

Epsom Enterprises Pty Ltd.

Mitel Networks Asia Pacific Ltd

01-JUL -04

30-JUN-07

***

88 Hing Fat Xx. 0000-00
Xxxxx
Xxxxxxxx Xxx, Xxxx Xxxx
Xxxxx

Mitel Networks
Asia Pacific Ltd

01-APR-05

Renewable
annually

***

1 Xxxx xxxx First Ae Teda
Tianjin Pr
China 200457

Mitel Networks
Asia Pacific Ltd

No Lease
No Rent — Use of office
only

Prudential Tower 14
00 Xxxxx Xxxxxx
Xxxxxxxxx 000000

Diamond Town VII
Properties

Mitel Networks
Asia Pacific Ltd

01-JUL-05

30-JUN-07

***

SECTION 4.15

HEALTH, SAFETY & ENVIRONMENTAL MATTERS

As a result of the completion an internally mandated, 3rd party environmental compliance audit, the Corporation is aware of the following unresolved non-compliances:

•

Certificate of Approval (Air) condition not met: lack of equipment manual for diesel generators on site detailing maintenance schedule & procedure, as well as emergency procedures (Corrective Action in Process, Due: 31-Aug-07);

SECTION 4.16

EMPLOYMENT CONTRACTS

Section 4.16(b): Number of Employees and Independent Contractors

Full Time Employees and Independent Contractors:

The Corporation and its Subsidiaries have in aggregate approximately 1,514 full time employees and a number of independent contractors retained by the Corporation from time to time as required.

Section 4.16(c): Severance Obligations

Please see disclosure set out under Sections 4.9 (h) and 4.17(a) of this Disclosure Schedule.

***

SECTION 4.17

EMPLOYEE PLANS

Section 4.17(a): Employee Plans

The Employee Plans are as follows:

Global or Multi-regional Employee Plans

	•		“Stock Option Administration Policy & Procedures” — policy and procedure for employee stock option plan (Global)

	•		“Sales Incentive Compensation Plan — Fiscal year 2008” — sales incentive compensation plan for employees in US and Canada

	•		“Invention Disclosure Program” — description of program in place for patent management — Note: the Invention Disclosure Program document is provided in draft form as it has not been finalized but, in the form provided, substantially reflects the practices of the Corporation

	•		“Patent Portfolio Policy” — policy for administration and maintenance of patent portfolio

	•		“Layoff” — description of policy for layoffs, as amended by Termination Agreements which were issued by the Corporation to certain key employees, as a retention strategy, to increase entitlement upon layoff (see Section 4.9(h) of this Disclosure Schedule)

Employee Plans available to Canadian Employees

	•		“Choices & Opportunities — 2007 Employee Benefits” — information for Flexible Benefit Program available on intranet

	•		“Member’s Booklet for Mitel Networks Corporation Pension Plan for Quebec and Ontario Members” — information for Pension Plan (DCPP and RRSP) available on intranet

	•		“Termination of Employment” – CP000023_02 — Canada Policies — Employment – guidelines for termination of employees

	•		“Compensation” – CP000023_02 — Canada Policies — Rewards, Recognition & Benefits - additional compensation programs for employees, e.g. call-in pay, overtime, etc.

Employee Plans available to EMEA Employees

	•		“Schedule of Employee Benefits” — summary of benefits available to employees

	•		“Your Benefits” — information booklet for benefits availably to employees

	•		“Redundancy & Redeployment” — MFHR0024 — policy for the redundancy and redeployment of permanent employees

	•		“Family Security Plan” — information booklet for pension program available to employees

- 2 -

	•		“Family Security Plan — Additional Voluntary Contributions” — information booklet for additional voluntary contributions that can be made under the pension program

	•		“Out of Hours Working and Overtime Payments” — policy and procedure for payment of overtime for eligible employees

	•		“Payment to Employees Moved to Higher Cost Housing Areas” — policy and procedure for compensation payments to employees transferred at the company’s request

	•		“Working Time Policy” — policy and procedure for calculation and management of working time to ensure the company complies with Working Time Regulations, application in the UK

	•		“Voluntary Termination of Employment” – CP000070_02 — policy and procedure relating to resignation

	•		“Sales Incentive Scheme” — policy and procedure applicable to all employees eligible for the sales incentive scheme in EMEA

	•		“Bid Management Bonus Scheme” — policy and procedure for bonus scheme applicable to employees who are responsible for bid management

	•		“Service Account Management Incentive Scheme” — policy and procedure for bonus scheme applicable to employees who are responsible for service account management

	•		“Micros for the Masses” — interest free loan made available to employees to enable the purchase of home computer (no written documentation of program available)

	•		“Stakeholder Plan” — pension scheme facilitated by Friend Provident (insurance company) which enables employees to access, subject to the employees contribution, a contribution by the Corporation equal to 6% of the employees salary (no written documentation of program available)

Employee Plans available to US Employees

	•		“Mitel Networks Corporation U.S. Employee Stock Purchase Plan” – policy and procedure for employee stock option purchase by employees of Mitel Networks Inc. and Mitel Networks Solutions Inc.

	•		“X. Xxxx Price Update” booklet — information on 401K plan

	•		“Severance Plan” — US HR Guide — Severance Pay — guidelines for severance benefits for employees (available by internet), as amended by Termination Agreements which were issued by the Corporation to certain key employees, as a retention strategy, to increase entitlement upon layoff

	•		“Benefits to Meet Your Needs” — information” booklet for Flexible Benefit Program”

Section 4.17(b):

None.

- 3 -

Section 4.17(d): Amendments to Employee Plans

In June 2001, the Corporation introduced a global hours reduction program (“Global Hours Reduction Program”) which resulted in a reduction in hours of one-half day per week. After October 11, 2002, the Corporation introduced a modified hours reduction program, under which the total number of hours reduction was reduced from 10% to 6.7%. The modified hours reduction program introduced “designated” or “alternate” days on which employees were not required to work. The modified hours reduction program was terminated on December 30, 2002 and the Global Hours Reduction Program was re-instated. Such program was discontinued in March 2004.

In December 2001, the Corporation introduced a pension reduction program affecting all its employees in North America, other than those employees who are members of the International Brotherhood of Electrical Workers and, as such, subject to the Collective Agreement disclosed in Section 4.18 of this Disclosure Schedule. The pension reduction programs were effective December 15, 2001, in Canada and January, 2003, in the US. Under this program, the Corporation’s contribution to its pension plan is reduced by a total of 1% of the enrolled and affected employee’s earnings. The pension reduction program is still in force.

Termination Agreements were issued by the Corporation to certain key employees, as a retention strategy, to increase entitlement upon lay off. See Section 4.9(h) to this Disclosure Schedule.

Section 4.17(f): Tax Exempt Status of Employee Plans

None.

Section 4.17(g): Insurance and Accruals

The Deferred Stock Unit Plan

The U.K. pension Plan.

SECTION 4.18

UNIONS

List of Collective Agreements:

Collective Agreement with the International Brotherhood of Electrical Workers effective until September 30, 2007.

Existence of Unions and other Bargaining Agents:

The International Brotherhood of Electrical Workers represents approximately 87 American field technicians who perform installation, maintenance and systems changes for Mitel Networks Inc., an indirect wholly-owned subsidiary of the Corporation (see above – Collective Agreement).

SECTION 4.19

MATERIAL CONTRACTS

Section 4.19 (ii): Material Contracts

The Corporation or its Subsidiaries entered into the following Contracts that are individually, or in the aggregate (in the case of a series of related agreements or agreements with the same or related parties), material to the Corporation (considered on a consolidated basis) or its Business, prospects, financial condition, operations, property or affairs (other than those purchase and sale agreements, instruments or commitments for the sale of the products or services of the Corporation entered into in the ordinary course of business on the Corporation’s standard terms):

	•		please see disclosure of the Contracts listed under Sections 4.10 and 4.19(iii) of this Disclosure Schedule.

	•		lease agreement between Brookstreet Research Park Corporation and the Corporation for the lease of 000 Xxxxxx Xxxxx, Xxxxxx, Xxxxxxx, which lease agreement is described in Section 4.13(a) of this Disclosure Schedule.

	•		The Corporation is a party to a “R/3 Software End User Value License Agreement with SAP Canada Inc.”, effective February 16, 2001 and entered into with SAP Canada Inc. This license agreement provides the Corporation with business process management software.

	•		please see disclosure of the Contracts set forth in the Financial Statements.

	•		please see disclosure of the TPC Agreement set forth in Section 4.5B of this Disclosure Schedule.

Section 4.19 (iii) (a): Single Source Contracts

The Corporation outsources most its worldwide manufacturing and repair operations to BreconRidge Manufacturing Solutions Corporation. In addition to BreconRidge, the Corporation outsources the manufacturing of a number of its products to Flextronics Telecom Systems, Ltd. of Mauritius and certain desktop sets to WKK Technology Ltd. of China. The Corporation has implemented a dual sourcing strategy for key components of the portfolio to ensure competitive pressure and security of supply. Suppliers are assessed on a quarterly basis depending on performance criteria (quality, cost and service) and changes in sourcing are made accordingly based on that assessment.

Section 4.19 (iii) (c): Employment Agreements

Please see disclosure set out in Section 4.9(h) of this Disclosure Schedule.

Section 4.19 (iii) (d): Contracts with Affiliates, Insiders and Non-Arms Length Parties (other than Subsidiaries)

•

The Corporation is party to a lease agreement with Brookstreet Research Park Corporation, a corporation controlled directly or indirectly by Xx. Xxxxxxx X. Xxxxxxxx, respecting its corporate headquarters at 000 Xxxxxx Xxxxx, Xxxxxx, Xxxxxxx.

- 2 -

	•		The Corporation is a party to the TPC Agreement with TPC and March Networks Corporation, each (other than TPC) being a corporation controlled by directly or indirectly Xx. Xxxxxxx X. Xxxxxxxx.

	•		The Corporation and certain of its Subsidiaries, Mitel Networks Inc. and Mitel Networks Limited, are parties to a supply agreement with BreconRidge Manufacturing Solutions, Inc. and BreconRidge Manufacturing Solutions Limited dated August 31, 2001.

	•		In connection with the acquisition of the Mitel name, certain assets and subsidiaries from Zarlink, the Corporation entered into:

	–		a non-exclusive supply agreement dated February 16, 2001, as amended, with Zarlink pursuant to which Zarlink has agreed to supply semiconductor components to the Corporation; and

	–		an intellectual property license agreement dated February 16, 2001, with Zarlink pursuant to which Zarlink licensed to the Corporation certain intellectual property retained by Zarlink at the time the communications systems business of Zarlink was sold to the Corporation.

			Zarlink is a shareholder of the Corporation.

	•		The Corporation is a party to certain lease agreements, as disclosed in Section 4.13 of this Disclosure Schedule, with BreconRidge Manufacturing Solutions Corporation.

	•		The Corporation is a party to a services agreement with BreconRidge Manufacturing Solutions Corporation, BreconRidge Manufacturing Solutions Inc. and BreconRidge Manufacturing Solutions Limited dated August 31^st, 2001.

	•		The Corporation has entered into technology transfer, technology licensing and distribution agreements with each of the following companies related to Xx. Xxxxxxxx: NewHeights Software Corporation, Encore Networks, Inc., Natural Convergence Inc. and MKC Corporation. These companies develop technology that the Corporation integrates with, distributes or sells alone or as part of its own products. The Corporation also purchases services from time to time from the following companies that are directly or indirectly related to Xx. Xxxxxxx: March Networks Corporation, Canandia Inc., CTJL and Brookstreet Hotel Corporation, Celtic Manor Resort Manor Limited, Xxxxxx Xxxxxx Corporation, and Bridgewater Systems Corporation.

	•		The Corporation and its Subsidiaries, Mitel Networks Limited and Mitel Networks International Limited, are a party to an Alliance Agreement entered into effective September 21, 2001.

Section 4.19 (iii) (e): Joint Venture Agreement

•

As described in Section 4.3 of this Disclosure Schedule, the Corporation is a party to a joint venture named Tianchi Mitel Telecommunications Corp.

Section 4.19 (iii) (f): Government Contracts

•

The Corporation entered into the TPC Agreement, as described in Section 4.5B of this Disclosure Schedule.

- 3 -

•

Mitel Networks, Inc. holds a federal supply schedule Contract No. GS-35F-0398K with the General Services Administration (“GSA”) that governs the terms and conditions of sales to federal and state government entities that procure goods and services under through the GSA.

Section 4.19 (iii) (g): Exclusive Dealings

	•		The Corporation is a party to a Distribution Agreement with Digital Telecom Company effective November 1st, 1990 pursuant to which the Corporation appointed Digital Telecom Company as the exclusive distributor in Egypt.

	•		The Corporation is a party to a Letter of Intent with Canandia Inc. effective June 8^th, 2007 pursuant to which the Corporation agrees to enter into a definitive agreement appointing Canandia as the exclusive (as of the effective date) distributor in India.

Section 4.19 (iii) (h): Escrow Agreements

	•		The Corporation is a party to an escrow agreement with Zarlink and Royal Trust (Escrow Agent), in favour of the Corporation whereby Zarlink has escrowed certain of its VoIP and Hybrid products used by the Corporation in its products.

	•		Mitel Networks Limited is a party to an escrow agreement with Marks & Xxxxxxx in the U.K., and NCC Escrow International Ltd., in favour of Marks & Xxxxxxx for the escrow of certain of the Corporation’s product source code.

Section 4.19 (iii) (i): License, distribution or resale of Business IP

•

***

SECTION 4.20

CUSTOMERS, LICENSORS AND SUPPLIERS

Section 4.20(a): Customer Contracts and Supplier Contracts

(i)		Contracts between the Corporation or any Subsidiary and the ten most significant customers (April 30, 2007) (including distributors):

		Top 10 Customers

***

Top 10 Indirect Customers

***

Top 10 Direct Customers

***

- 2 -

(ii)

Contracts between the Corporation and any Subsidiary and the ten most significant suppliers (including licensors of Licensed IP):

***

Section 4.20(e): Alternative Sources of Supply

***

SECTION 4.21

DESCRIPTION OF BUSINESS INTELLECTUAL PROPERTY

Appendix A hereto provides a list of the Intellectual Property and Technology that the Corporation owns, uses or has the right to use in the conduct of its Business and that is individually or in the aggregate material to the conduct of the Business or the loss of which could reasonably be expected to result in a Material Adverse Effect. With the exception of the following Mitel referenced Patents, there is no Intellectual Property and Technology registered in the name of the Subsidiaries:

	•		Mitel Ref. No. 502 (registered in the name of Mitel Networks, Inc.)

	•		Mitel Ref. No. 200, 353, 399, 400, 401, 402, 403, 410, and 481 (registered in the name of Mitel Inc. (now Mitel Networks, Inc.).

The Corporation is in the process of assigning the above referenced Patents into the name of the Corporation.

The Corporation is in the process of obtaining (and in the case of Zarlink negotiating¹) assignments of the following Patents in favour of the Corporation

•

Registered in the name of Mitel Knowledge Corporation, now owned by CTJL:
Europe: Mitel Ref. Xx. 000, 000, 000, 000, 000, 000, 000
Xxxxxx: Mitel Ref. Xx. 000
Xxxxxxx: 000, 000, 000
XX: 123

•

Registered in the name of Zarlink:
US: Mitel Ref. No. 111103, 111123, 111125, 111138, 111145
Europe: Mitel Ref. Xx. 00
Xxxxxx: Xxxxx Xxx. Xx. 00, 000
XX: Mitel Ref. No. 70, 98, 136, 370/345, 111123, 111138

•

Registered in the name of MNI (as disclosed above):
US: Mitel Ref. No. 502
UK: Mitel Ref. No. 200, 353, 399, 400, 401, 402, 403, 410, 481

The Corporation is in the process of seeking administrative registration/correction of the following Patents in favour of the Corporation:

•

UK: Mitel Ref. No. 47 63 78 79 81 105 106 107 111 113 114 119 122 127 132 134 139 143 160 161 162 163 164 165 171 172 180 182 192 193 195 196 210 214 227 234 236 240 250 258 261 267 270 272 274 281 282 283 283 284 290 291 292 296 298 301 302 310 319 321 322 323 325 330 331 336 341 345 349 355 356 357 359 361 367 372 373 376 382 383 384 386 394 409 411 411 415 417 421 423 425 428 430 433 436 437 439 440 441 444 446 448 458 460 460 462 463 464 467 485 486 492 493 494 495 499 503 514 514 517 518 538 548 553 553 11178 11197 111144 111153 111170 111172 111172 111176 111179 190121


¹		These patents will either be assigned or, in the alternative, the Corporation has a right to licenses under a license agreement with Zarlink.

- 2 -

	•		EP: Mitel Ref. No. 77 449 461 466 469 477 478 479 483 491 499 502 507 508 509 513 519 520 521 523 525 527 528 529 530 532 533 534 535 541 542 543 544 545 546 549 550 552 555 557 559 560

	•		FR: Mitel Ref. No. 514 514(2nd) 538 553 553(2nd) 517

	•		DE: Mitel Ref. No. 79 106 107 111 113 114 122 132 134 139 139 139 160 163 164 165 171 180 182 193 196 258 274 281 283 302 310 345 357 441 517 111172

SECTION 4.21 — Appendix A

DESCRIPTION OF BUSINESS INTELLECTUAL PROPERTY

Owned IP


*Industrial Design Patents*	Reference Number		Jurisdiction
Telephone Sets		000	Xxxxxx
Plastic Door		394	Canada, US, UK
Telephone Attendant Console (Superconsole 2000)		494	Canada, US, UK
Mouse Controller		514	Canada, France, US, UK
5303 Conference Phone		538	Canada, France, US, UK
Architecture and Implementation for Context Aware Call Processing with Local Feature Definition		543	Canada, US, UK, EU
Mitel 5230 IP Appliance		553	Canada, France, Germany, UK
Computer — Telephony Device		602	Canada, EU, US


*Trademarks*	Reference Number		Jurisdiction
“MITEL”		431,328	Canada
M & design		217,058	Canada
Mitel and M design		433,249	Canada


*Domain Names*		Registrar
xxxxx.xxx		xxx.xxxxxxxx.xx

Copyrights

FILE

TITLE OF WORK

USA

APPL'N

REG'N

DATE

REG’N

PRODUCT

REF

ALTERNATE TITLE

CAN

TYPE

DATE

REC’D

NUMBER

LINE

CR0025

SX-200 Digital Generic Lightware

USA

Programme

6-Sep-96

10-Sep-96

TXU 744-764

SX-200

Generic 1005

LIGHTWARE 15

LIGHTWARE 16

CR0027

SX-2000 PBX Software LIGHTWARE 28

USA

Programme

7-May-97

9-May-97

10-Feb-98

TXU 815-664

SX-2000

MS2008

CR0028

SX-2000 PBX Software LIGHTWARE 27

USA

Programme

7-May-97

9-May-97

10-Feb-98

TXU 815-663

SX-2000

MS2007

CR0029

SX-2000 PBX Software LIGHTWARE 26

USA

Programme

7-May-97

9-May-97

10-Feb-98

TXU 815-662

SX-2000

MS2006

CR0031

SX-2000 PBX Software LIGHTWARE 29

USA

Programme

5-Aug-99

6-Aug-99

11-Feb-00

TXU 729-119

SX-2000

MS2009

CR0040

SX-2000 PBX Software LIGHTWARE 30

USA

Programme

24-Mar-00

27-Mar-00

18-Oct-00

TXU 944-954

SX-2000

MS2010

CR0041

SX-2000 for Windows NT

USA

Programme

10-Jan-02

11-Jan-02

10-May-02

TXU 0-000-000

SX-2000

CR0043

SX-200 PBX Software LIGHTWARE 17

USA

Programme

00-Xxx-00

0-Xxx-00

TXU 0-000-000

SX-200

G1007

CR0044

SX-200 PBX Software LIGHTWARE 18

USA

Programme

00-Xxx-00

0-Xxx-00

TXU 0-000-000

SX-200

G1010

CR0045

SX-200 PBX Software LIGHTWARE 19

USA

Programme

00-Xxx-00

0-Xxx-00

TXU 0-000-000

SX-200

G1012

CR0046

SX-2000 PBX Software LIGHTWARE 31

USA

Programme

10-Jan-02

11-Jan-02

10-May-02

TXU 0-000-000

SX-2000

MS2011

CR0047

MITEL NETWORKS 3200 ICP System Software

USA

Programme

10-Jan-02

11-Jan-02

29-Aug-02

TXU-1-027-549

MN 3200

IPERA 2000 System Software

Patents

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

Agent

604

Prospective Availablity Service and Client

621

Incoming Caller Information on Self Labelling Keys

625

Dynamic Programmable Key Allocation

626

RFID Enabled Call Transfer

627

IM Presence Enhanced Telephony

629

Delayed Cell Phone Call Retrieval When Operating a Motor Vehicle

632

Method for Partial Compressing a File for Subsequent Faster Decompression

633

Availability-Aware Callback

635

Intelligent Desktop Agent

636

Managed Softkey Presentation

637

Method to Improve the Man-Machine Interface of Embedded Systems Equipped with Graphic Displays by Adding Ethernet Connectivity to PC Input Devices

638

A Fast and Scalable Method for I/O Multiplexing Over TCP/IP Connections in iPBX Systems

639

Mechanism to Capture and Follow-Up on Offense During Contact Center Customer Calls

640

Navigator Task Bar

Application
Filed

334D

Processing By Use of Synchronized Tuple Spaces and Assertions

11/471742

06/21/2006

356D

Call Control System and Method

Canada

2551861

08/17/2000

469

Visually Impaired Application

Canada

2431124

06/05/2003

469

Visually Impaired Application

Europe

03253594.0

06/06/2003

469

Visually Impaired Application

0213134.0

06/07/2002

469

Visually Impaired Application

10/457076

06/05/2003

502

Methods and Apparatus for Previewing Multimedia Attachments of Electronic Messages

Canada

2,354,803

08/07/2001

502

Methods and Apparatus for Previewing Multimedia Attachments of Electronic Messages

Europe

01306796.2

08/09/2001

502

Methods and Apparatus for Previewing Multimedia Attachments of Electronic Messages

09/643150

08/21/2000

508

Pro-Active Features for Telephony

Canada

2413574

12/05/2003

508

Pro-Active Features for Telephony

Europe

02258428.8

12/06/2002

508

Pro-Active Features for Telephony

0129250.7

12/06/2001

508

Pro-Active Features for Telephony

10/310558

12/05/2002

520D

Tuple Space Operations for Fine Grained Control

Europe

06076173.1

06/06/2006

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

523

An Infrared-based Protocol for Selecting a Service from a Set of Discovered Services

Canada

05194156

12/03/2002

523

An Infrared-based Protocol for Selecting a Service from a Set of Discovered Services

Europe

02257705.0

11/06/2002

523

An Infrared-based Protocol for Selecting a Service from a Set of Discovered Services

10/281700

10/28/2002

528

Echo Canceller Employing H-register and Storage Register

Canada

2429877

05/27/2003

528

Echo Canceller Employing H-register and Storage Register

Europe

03252525.5

04/22/2003

528

Echo Canceller Employing H-register and Storage Register

0212298.4

05/28/2002

528

Echo Canceller Employing H-register and Storage Register

10/446359

05/28/2003

529

Cheap Lightpipe Design and Construction

Canada

2418251

01/31/2003

529

Cheap Lightpipe Design and Construction

Europe

03250642.0

01/31/2003

529

Cheap Lightpipe Design and Construction

0202314.1

02/11/2002

529

Cheap Lightpipe Design and Construction

10/355181

01/31/2003

539

Integrated Configuration of Multiple Content Servers

09/921,288

08/01/2001

540

PDA to PDA Communications Using a Network Portal

Canada

2463013

04/01/2004

540

PDA to PDA Communications Using a Network Portal

Europe

04252024.7

04/05/2004

540

PDA to PDA Communications Using a Network Portal

0307861.5

04/04/2003

540

PDA to PDA Communications Using a Network Portal

10/815804

04/02/2004

542

Privacy and Security Mechanism for Presence Systems with Tuple Spaces

Canada

2436896

08/11/2003

542

Privacy and Security Mechanism for Presence Systems with Tuple Spaces

Europe

03017604.4

08/11/2003

542

Privacy and Security Mechanism for Presence Systems with Tuple Spaces

0218716.9

08/12/2002

542

Privacy and Security Mechanism for Presence Systems with Tuple Spaces

10/638416

08/12/2003

543

Architecture and Implementation for Context Aware Call Processing with Local Feature Definition

Canada

2436075

07/24/2003

543

Architecture and Implementation for Context Aware Call Processing with Local Feature Definition

Europe

03017686.9

08/11/2003

543

Architecture and Implementation for Context Aware Call Processing with Local Feature Definition

0218713.6

08/12/2002

543

Architecture and Implementation for Context Aware Call Processing with Local Feature Definition

10/631811

08/01/2003

544

Context Aware Call Handling System

Canada

2436086

07/24/2003

544

Context Aware Call Handling System

Europe

03017607.7

08/11/2003

544

Context Aware Call Handling System

0218712.8

08/12/2002

544

Context Aware Call Handling System

10/631834

08/01/2003

545

Bimodal Feature Access for Web Applications

Canada

2419884

02/26/2003

545

Bimodal Feature Access for Web Applications

Europe

03251200.6

02/27/2003

545

Bimodal Feature Access for Web Applications

10/375439

02/27/2003

546

Making Presence Services Aware of Communication Services

Canada

2436061

07/24/2003

546

Making Presence Services Aware of Communication Services

Europe

03017608.5

08/11/2003

546

Making Presence Services Aware of Communication Services

0218711.0

08/12/2002

546

Making Presence Services Aware of Communication Services

10/631789

08/01/2003

550

Generation of availability indicators from call control policies for presence enabled telephony systems

Europe

03017605.1

08/11/2003

550

Generation of availability indicators from call control policies for presence enabled telephony systems

0218714.4

08/12/2002

550

Generation of availability indicators from call control policies for presence enabled telephony systems

10/631747

08/01/2003

551

Internet Appliance Proxy Protocol to Support Location-based Services

Canada

2455469

01/19/2004

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

551

Internet Appliance Proxy Protocol to Support Location-based Services

Europe

04250146.0

01/14/2004

551

Internet Appliance Proxy Protocol to Support Location-based Services

0301285.3

01/20/2003

551

Internet Appliance Proxy Protocol to Support Location-based Services

10/759249

01/20/2004

552

Availability and Location Predictor Using Call Processing Indications

Canada

2436067

07/24/2003

552

Availability and Location Predictor Using Call Processing Indications

Europe

03017610.1

08/11/2003

552

Availability and Location Predictor Using Call Processing Indications

0218708.6

08/12/2002

552

Availability and Location Predictor Using Call Processing Indications

10/631819

08/01/2003

554

Method for extending the frequency range of a beamformer without spatial aliasing

Canada

2453076

12/15/2003

554

Method for extending the frequency range of a beamformer without spatial aliasing

Europe

03257799.1

12/11/2003

554

Method for extending the frequency range of a beamformer without spatial aliasing

0229267.0

01/16/2003

554

Method for extending the frequency range of a beamformer without spatial aliasing

10/734116

12/15/2003

556

IP Device Registration for a Multiple DHCP Server Network

Canada

2399979

08/28/2002

556

IP Device Registration for a Multiple DHCP Server Network

0227885.1

11/29/2002

557

Role-based Presence

Canada

2436102

07/24/2003

557

Role-based Presence

Europe

03017611,9

08/11/2003

557

Role-based Presence

0218707.8

08/12/2002

557

Role-based Presence

10/631794

08/01/2003

558

Remote Policy Asst with means for PSTN/Internet Interworking for QuS and Enabled Services

Canada

2463565

04/07/2004

558

Remote Policy Asst with means for PSTN/Internet Interworking for QuS and Enabled Services

Europe

04252025.4

04/05/2004

558

Remote Policy Asst with means for PSTN/Internet Interworking for QuS and Enabled Services

0308189.0

04/09/2003

558

Remote Policy Asst with means for PSTN/Internet Interworking for QuS and Enabled Services

10/820132

04/08/2004

559

Asymmetrical loudspeaker enclosures to achieve enchanced low frequency response

Canada

2442180

09/22/2003

559

Asymmetrical loudspeaker enclosures to achieve enchanced low frequency response

Europe

03255913.0

09/22/2003

559

Asymmetrical loudspeaker enclosures to achieve enchanced low frequency response

0222067.1

09/23/2002

559

Asymmetrical loudspeaker enclosures to achieve enchanced low frequency response

10/669138

09/22/2003

560

Interactive Conflict Resolution for Personalized Policy-Based Services

Canada

2443337

09/29/2003

560

Interactive Conflict Resolution for Personalized Policy-Based Services

Europe

03256555.8

10/17/2003

560

Interactive Conflict Resolution for Personalized Policy-Based Services

10/680345

10/08/2003

561

Method for Broadband Constant Directivity Beamforming for Non Linear and Non Axi-symmetric Sensors Arrays Embedded in an Obstacle

Canada

2453048

12/11/2003

561

Method for Broadband Constant Directivity Beamforming for Non Linear and Non Axi-symmetric Sensors Arrays Embedded in an Obstacle

Europe

03257798.3

12/11/2003

561

Method for Broadband Constant Directivity Beamforming for Non Linear and Non Axi-symmetric Sensors Arrays Embedded in an Obstacle

0229059.1

12/12/2002

561

Method for Broadband Constant Directivity Beamforming for Non Linear and Non Axi-symmetric Sensors Arrays Embedded in an Obstacle

10/732283

12/11/2003

563

Embedded VOIP Security Monitor for PDA attached telephone

Canada

2479086

08/25/2004

563

Embedded VOIP Security Monitor for PDA attached telephone

Europe

04104100.5

08/26/2004

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

563

Embedded VOIP Security Monitor for PDA attached telephone

0319950.2

08/26/2003

563

Embedded VOIP Security Monitor for PDA attached telephone

10/926077

08/26/2004

565

One method of capturing and reusing the constant echo path information using the default coefficients in an echo canceller

Canada

2451417

11/28/2003

565

One method of capturing and reusing the constant echo path information using the default coefficients in an echo canceller

Europe

03257532.6

11/28/2003

565

One method of capturing and reusing the constant echo path information using the default coefficients in an echo canceller

0227885.1

11/29/2002

565

One method of capturing and reusing the constant echo path information using the default coefficients in an echo canceller

10/722472

11/28/2003

566

One method to reduce the switching effects when AES algorithm is used for echo suppression

Canada

2453867

12/18/2003

566

One method to reduce the switching effects when AES algorithm is used for echo suppression

Europe

04250395.3

01/24/2004

566

One method to reduce the switching effects when AES algorithm is used for echo suppression

0302219.1

01/31/2003

566

One method to reduce the switching effects when AES algorithm is used for echo suppression

10/765465

01/26/2004

567

A method to reduce acoustic coupling and howling effects in full-duplex audio conferencing systems based on the beamforming technology

Canada

2475183

07/20/2004

567

A method to reduce acoustic coupling and howling effects in full-duplex audio conferencing systems based on the beamforming technology

Europe

04254345.4

07/21/2004

567

A method to reduce acoustic coupling and howling effects in full-duplex audio conferencing systems based on

the beamforming technology

10/896444

07/22/2004

568

Spontaneous Discovery of Remote Bluetooth Data Profiles over an Internet Protocol Communication Session

Canada

2509991

06/15/2005

568

Spontaneous Discovery of Remote Bluetooth Data Profiles over an Internet Protocol Communication Session

0413431.8

06/15/2004

568

Spontaneous Discovery of Remote Bluetooth Data Profiles over an Internet Protocol Communication Session

11/153200

06/15/2005

572

Low cost otocoupled DAA

Canada

2486335

10/29/2004

572

Low cost otocoupled DAA

Europe

04256715.6

10/29/2004

572

Low cost otocoupled DAA

0325301.0

10/30/2003

572

Low cost otocoupled DAA

10/976279

10/29/2004

573

System and Method of Self-Discovery and Self-Calibration in a Video Conferencing System

Canada

2491849

12/30/2004

573

System and Method of Self-Discovery and Self-Calibration in a Video Conferencing System

Europe

04107073.1

12/30/2004

573

System and Method of Self-Discovery and Self-Calibration in a Video Conferencing System

0330253.6

12/31/2003

573

System and Method of Self-Discovery and Self-Calibration in a Video Conferencing System

11/027234

12/30/2004

575

Physical Beamforming Using Omnidirectional Microphones

Canada

2472938

07/02/2004

575

Physical Beamforming Using Omnidirectional Microphones

Europe

04253970.0

07/01/2004

575

Physical Beamforming Using Omnidirectional Microphones

0315426.7

07/01/2003

575

Physical Beamforming Using Omnidirectional Microphones

10/881468

01/01/2004

576

Narrow Band Tone Detection in Echo Canceller Systems

Canada

2494386

01/26/2005

576

Narrow Band Tone Detection in Echo Canceller Systems

Europe

05100496.8

01/24/2005

576

Narrow Band Tone Detection in Echo Canceller Systems

0402096.2

01/30/2004

576

Narrow Band Tone Detection in Echo Canceller Systems

11/045825

01/27/2005

577

Using Information Path Transformation to Adapt Legacy Systems for Multiple Language Support

Canada

2506927

05/09/2005

577

Using Information Path Transformation to Adapt Legacy Systems for Multiple Language Support

Europe

05103835.4

05/09/2005

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

577

Using Information Path Transformation to Adapt Legacy Systems for Multiple Language Support

0412424.4

06/03/2004

577

Using Information Path Transformation to Adapt Legacy Systems for Multiple Language Support

11/128004

05/12/2005

578

A method to detect an echo path change in Echo Canceller System

Canada

2494500

01/27/2005

578

A method to detect an echo path change in Echo Canceller System

Europe

05250270.5

01/20/2005

578

A method to detect an echo path change in Echo Canceller System

0402102.8

01/30/2004

578

A method to detect an echo path change in Echo Canceller System

11/045743

01/27/2005

579

High Precision Beamsteerer Based on Fixed Beamforming Approach

Canada

2498444

02/24/2005

579

High Precision Beamsteerer Based on Fixed Beamforming Approach

Europe

05251419.7

03/09/2005

579

High Precision Beamsteerer Based on Fixed Beamforming Approach

0405455.7

03/11/2004

579

High Precision Beamsteerer Based on Fixed Beamforming Approach

11/075811

03/10/2005

580

Optimal design of a leak to correct the negative effect of enslosure acoustic modes on the loudspeaker frequency response

Canada

2489113

12/06/2004

580

Optimal design of a leak to correct the negative effect of enslosure acoustic modes on the loudspeaker frequency response

Europe

04106448.6

12/09/2004

580

Optimal design of a leak to correct the negative effect of enslosure acoustic modes on the loudspeaker frequency response

0328639.0

12/10/2003

580

Optimal design of a leak to correct the negative effect of enslosure acoustic modes on the loudspeaker frequency response

11/008510

12/10/2004

584

Method of Adjusting Speakerphone Performance Based on Set Tilt

Canada

2499249

03/02/2005

584

Method of Adjusting Speakerphone Performance Based on Set Tilt

Europe

05251339.7

03/07/2005

584

Method of Adjusting Speakerphone Performance Based on Set Tilt

0405341.9

03/10/2004

584

Method of Adjusting Speakerphone Performance Based on Set Tilt

11/075048

03/07/2005

585

Universal Microphone Array Stand

Canada

2499232

03/03/2005

585

Universal Microphone Array Stand

Europe

05251486.6

03/11/2005

585

Universal Microphone Array Stand

0405790.7

03/15/2004

585

Universal Microphone Array Stand

11/077069

03/10/2005

586

A Method for Recognizing Location Move of VoIP Phones in a Closed Environment

Canada

2503929

04/07/2005

586

A Method for Recognizing Location Move of VoIP Phones in a Closed Environment

Europe

05102826.4

04/11/2005

586

A Method for Recognizing Location Move of VoIP Phones in a Closed Environment

0408671.6

04/19/2004

586

A Method for Recognizing Location Move of VoIP Phones in a Closed Environment

11/104827

04/13/2005

587

Method for Selecting Impedance Setting for LS Trunk Line

Canada

2497106

02/15/2005

587

Method for Selecting Impedance Setting for LS Trunk Line

Europe

05251210.0

03/01/2005

587

Method for Selecting Impedance Setting for LS Trunk Line

0404911.0

03/04/2004

587

Method for Selecting Impedance Setting for LS Trunk Line

11/060514

02/16/2005

587

Method for Selecting Impedance Setting for LS Trunk Line

11/608177

12/07/2006

588

Method of Dynamic Adaptation for Jitter Buffering in Packet Networks

Canada

2457812

02/16/2004

588

Method of Dynamic Adaptation for Jitter Buffering in Packet Networks

Europe

04102763.2

06/16/2004

588

Method of Dynamic Adaptation for Jitter Buffering in Packet Networks

10/780220

02/17/2004

589

Dynamic mailbox size configuration by self modification based on historical behaviour

Canada

2551707

07/05/2006

589

Dynamic mailbox size configuration by self modification based on historical behaviour

Europe

05106378.2

07/12/2005

589

Dynamic mailbox size configuration by self modification based on historical behaviour

11/483893

07/10/2006

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

593

Adaptation Step Control Based on Expected Echo Return Loss Enhancement Achievable in Echo Canceller Systems

Canada

2514434

08/04/2005

593

Adaptation Step Control Based on Expected Echo Return Loss Enhancement Achievable in Echo Canceller Systems

Europe

05107144.7

08/02/2005

593

Adaptation Step Control Based on Expected Echo Return Loss Enhancement Achievable in Echo Canceller Systems

0417375.3

08/04/2004

593

Adaptation Step Control Based on Expected Echo Return Loss Enhancement Achievable in Echo Canceller Systems

11/196624

08/03/2005

594

A method to reduce training time of the acoustic echo canceller in full-duplex beamforming-based audio conferencing systems

Canada

2539798

03/15/2006

594

A method to reduce training time of the acoustic echo canceller in full-duplex beamforming-based audio conferencing systems

Europe

05103821.4

05/09/2005

594

A method to reduce training time of the acoustic echo canceller in full-duplex beamforming-based audio conferencing systems

11/381788

05/05/2006

000

Xxxxxxxx Xxxxxxx

Xxxxxx

2573937

01/11/2007

595

Twinning Handoff

Europe

06250453.5

01/27/2006

596

Accelerated training for acoustic echo cancellation in full-duplex beamforming-based audio conferencing systems

Canada

2539143

03/09/2006

596

Accelerated training for acoustic echo cancellation in full-duplex beamforming-based audio conferencing systems

Europe

05252066.5

04/01/2005

596

Accelerated training for acoustic echo cancellation in full-duplex beamforming-based audio conferencing systems

11/392915

03/29/2006

598

E-911 Managed Call Routing

Canada

2541287

03/03/2006

598

E-911 Managed Call Routing

Europe

05103393.3

04/26/2005

598

E-911 Managed Call Routing

11/380034

04/25/2006

599

Shared Space Preferences

Europe

05107535.6

08/16/2005

599

Shared Space Preferences

11/504868

08/16/2006

600

Method of Early Detection of Encrypted Signals in Packet Networks

Canada

2537083

02/21/2006

600

Method of Early Detection of Encrypted Signals in Packet Networks

Europe

06250957.5

02/23/2006

600

Method of Early Detection of Encrypted Signals in Packet Networks

11/063563

02/24/2005

601

Method of Measuring Distortion (Nonlinearity) for LS Trunk Circuit and Calculating Residue-Error Threshold

Canada

2535662

02/09/2006

601

Method of Measuring Distortion (Nonlinearity) for LS Trunk Circuit and Calculating Residue-Error Threshold

Europe

05101003.1

02/22/2005

601

Method of Measuring Distortion (Nonlinearity) for LS Trunk Circuit and Calculating Residue-Error Threshold

11/351133

02/09/2006

603

Computer-Telephony Device

Europe

05250670.6

02/07/2005

605

Anti-Howling Structure for Full-Duplex Hands-Free Communications Systems

Canada

2545551

05/02/2006

605

Anti-Howling Structure for Full-Duplex Hands-Free Communications Systems

Europe

06011405.5

06/01/2006

605

Anti-Howling Structure for Full-Duplex Hands-Free Communications Systems

11/272813

11/15/2005

606

Adaptive Loudspeaker-coupling equalisation for full-duplex switched-beamforming based audio conference phones

Canada

2559668

09/13/2006

606

Adaptive Loudspeaker-coupling equalisation for full-duplex switched-beamforming based audio conference phones

Europe

06120704.9

09/14/2006

606

Adaptive Loudspeaker-coupling equalisation for full-duplex switched-beamforming based audio conference phones

11/253634

10/20/2005

607

Method of Detection of Various Devices Within a Room

Canada

2559655

09/13/2006

607

Method of Detection of Various Devices Within a Room

Europe

06120985.4

09/20/2006

607

Method of Detection of Various Devices Within a Room

11/272814

11/15/2005

608

Personal Directory

Canada

2544008

04/18/2006

608

Personal Directory

Europe

06011170.5

05/31/2006

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

608

Personal Directory

11/259090

10/27/2005

609

Midspan Power Delivery System for Reduced Emissions

Canada

2545525

05/02/2006

609

Midspan Power Delivery System for Reduced Emissions

Europe

06011384.2

06/01/2006

609

Midspan Power Delivery System for Reduced Emissions

11/242857

10/05/2005

611

Method to Create a Distributed TFTP Server Network Among IP Phones by Temporarily Transforming TFTP Clients into TFTP Servers

Canada

2568697

11/23/2006

611

Method to Create a Distributed TFTP Server Network Among IP Phones by Temporarily Transforming TFTP Clients into TFTP Servers

Europe

05257443.1

12/02/2005

612

Voicemail Podcasting

Europe

06014553.9

07/13/2006

613

Method to Accelerate IP Phone TCP Control Link Loss Detection Using Networks Neighbour Knowledge

Europe

06110115.0

02/17/2006

613

Method to Accelerate IP Phone TCP Control Link Loss Detection Using Networks Neighbour Knowledge

11/674771

02/14/2007

615

Method to Distribute Connection Attempts by Stimulus IP Phones to their Server

Europe

06251290.0

03/10/2006

615

Method to Distribute Connection Attempts by Stimulus IP Phones to their Server

11/682932

03/07/2007

616

An Approach to Improve Echo Performance

Canada

2570547

12/07/2006

616

An Approach to Improve Echo Performance

Europe

05257586.7

12/09/2005

617

Queuing Method to Coordinate Connection Attempts by Stimulus IP Phones to Their Server

Europe

06251301.5

03/10/2006

617

Queuing Method to Coordinate Connection Attempts by Stimulus IP Phones to Their Server

11/684373

03/09/2007

618

Method to Share Networks Access Resources with Other Stimulus Devices in the Same Networks

Europe

06110118.4

02/17/2006

619

Incoming Caller Information on Self Labeling Keys

Europe

06114731.0

05/30/2006

620

Dynamic Alarm Adjustment

11/686606

03/15/2007

622

The Echo Path Change Detector Employing Short Adaptive Filter, Default Filter and Long Adaptive Filter

11/422747

06/07/2006

623

Beamforming Weights Conditioning for Efficient Implementations of Broadband Beamformers

Europe

06022602.4

10/30/2006

624

Delayed adaptation structure for improved double-talk immunity in echo cancellation devices

Europe

06118535.1

08/07/2006

628

Toolbar Telephony Control

11/681609

03/02/2007

630

Availability — Informed Call Direction

11/680811

01/03/2007

631

Audio Presence Indicator (Prompt or Tone) Via Telephony Device

11/674793

02/14/2007

634

Attention Mediation for Presentational Media

11/680853

03/01/2007

Patent
Granted

1 (formerly
111144)

Communication System Supporting Remote Operations

Canada

558123

02/04/88

1293042

12/10/91

1 (formerly
111144)

Communication System Supporting Remote Operations

8901981.4

01/30/89

2215561

05/20/92

1 (formerly
111144)

Communication System Supporting Remote Operations

07/304472

02/01/89

5007080

04/09/91

2 (formerly
111132)

Telephone Call Answering System

Canada

561623

03/16/88

1336449

07/25/95

3 (formerly
111162)

Telephone or Data Switching System with Variable Protocol Inter-Office Communication

Canada

2009034

01/31/90

2009034

04/04/95

3 (formerly
111162)

Telephone or Data Switching System with Variable Protocol Xxxxx-Xxxxxx Xxxxxxxxxxxxx

000000

03/16/90

5140590

08/18/92

4 (formerly
11P170)

Voice Activated Telephone Set

Canada

2058644

12/31/91

2058644

06/18/96

4 (formerly
11P170)

Voice Activated Telephone Set

Canada

2149012

12/31/91

2149012

09/02/97

4 (formerly
11P170)

Voice Activated Telephone Set

9227115.4

12/30/92

2263042

06/28/95

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

5 (formerly
8879901B)

Packet-Based Data Compression Method

Canada

2065578

04/08/92

2065578

02/23/99

6 (formerly
8879902B)

Method and Apparatus for Performing Simultaneous Data Compression and Encryption

08/865766

05/30/97

6122379

09/09/2000

7 (formerly
8879903B)

Method and Apparatus for Performing Data Compression

609129

02/29/96

5867114

02/02/99

Wireless Zone Management

Canada

2043127

05/23/91

2043127

05/07/96

Xxxxxxxx Xxxx Xxxxxxxxxx

Xxxxx

XX00X000000

04/30/92

1255119

10/20/95

Wireless Xxxx Xxxxxxxxxx

Xxxxxx

000000

05/21/92

175334

07/21/94

Wireless Zone Management

9211039

05/22/92

2257321

05/22/92

Xxxxxxxx Xxxx Xxxxxxxxxx

000000

05/05/94

5586167

12/17/96

Xxxxxxxx Xxxx Xxxxxxxxxx

000000

04/29/92

5329576

07/12/94

55 (formerly
111172)

PABX Common Relay System

Canada

2052500

09/30/91

2052500

09/19/95

55 (formerly
111172)

PABX Common Relay System

Canada

2141772

09/30/91

2141772

04/21/98

55 (formerly
111172)

PABX Common Relay System

Germany

P4232667.2

09/29/92

P4232667.2

09/29/92

55 (formerly
111172)

PABX Common Relay System

9220539.2

09/29/92

2260064

09/29/92

55 (formerly
111172)

PABX Common Relay System

9514139.6

09/29/92

2289601

09/29/92

55 (formerly
111172)

PABX Common Relay System

9514140.4

09/29/92

2289391

09/29/92

55 (formerly
111172)

PABX Common Relay System

950231

09/24/92

5274634

12/28/93

Charger/Detector for Cordless Telephone

Canada

2108225

10/12/93

2108225

07/22/97

Charger/Detector for Cordless Telephone

9420589.5

10/12/94

2283389

08/12/98

Charger/Detector for Cordless Telephone

321239

10/11/94

5596633

01/21/97

66 (formerly
111177)

Host Remote Signalling in Telephone Systems

Canada

2052499

09/30/91

2052499

11/29/94

66 (formerly
111177)

Host Remote Signalling in Telephone Systems

878526

05/05/92

5249222

09/28/93

Cell Relay Transport Mechanism

Canada

2,120,542

07/08/2003

Cell Relay Transport Mechanism

Europe

04/04/95

0754397

08/05/98

Cell Relay Transport Mechanism

France

95914259.7

04/04/95

EP0754397B1

08/05/98

Cell Relay Transport Mechanism

Germany

69503892.3-08

12/09/98

EP0754397B1

08/05/98

Cell Relay Transport Mechanism

Japan

0000000

04/04/95

3379759

12/13/2002

Cell Relay Transport Mechanism

95914259.7

04/04/95

EP0754397B1

08/05/98

Cell Relay Transport Mechanism

08/716319

04/04/1005

5970068

10/19/99

71 (formerly
111183)

Cycling Error Count for Link Maintenance

460733

06/02/95

5680404

10/21/97

71 (formerly
111183)

Cycling Error Count for Link Maintenance

870663

04/17/92

Regulated Auxillary Power Supply

Canada

2053382

10/11/91

2053382

04/12/2000

Regulated Auxillary Power Supply

Europe

92921197.7

10/09/92

0607246

12/13/95

Regulated Auxillary Power Supply

Mexico

9205877

10/13/92

178696

07/13/95

Xxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxx

000000

10/09/92

5502634

03/26/96

Off-Hook Telephone With Temporary Park Feature

Canada

2049583

08/21/91

2049583

04/18/2000

Off-Hook Telephone With Temporary Park Feature

Europe

92917629.5

08/21/92

0599931

05/14/97

Off-Hook Telephone With Temporary Park Feature

08/196,238

08/21/92

5440628

08/08/95

Wireless Interface

Canada

2053776

10/22/91

2053776

05/23/2000

Wireless Interface

Europe

92921893.1

10/22/91

0610287

01/29/97

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

Wireless Interface

Germany

92921893.1

10/22/91

69217238.6

01/29/97

Wireless Interface

Mexico

180750

10/21/92

180750

02/01/96

Wireless Interface

08/702,801

08/26/96

5677942

10/14/97

Mobile Wireless Communications System

Canada

2062040

02/28/92

2062040

01/16/2001

Mobile Wireless Communications System

Mexico

182643

02/26/93

182643

08/13/96

Mobile Wireless Communications System

9303876.8

02/26/93

2264841

02/08/95

Mobile Wireless Communications System

08/21862

02/24/93

5423065

06/06/95

88 (formerly
88B)

Time Slot Assign for NX64 Switch System

Canada

2109007

10/22/93

2109007

05/04/99

88 (formerly
88B)

Time Slot Assign for NX64 Switch System

9429923.61

10/17/94

2283639

08/26/98

88 (formerly
88B)

Time Slot Assign for NX64 Switch System

09/902089

07/10/2001

6775294

08/10/2004

88 (formerly
88B)

Time Slot Assign for NX64 Switch System

851422

05/05/97

6259703

07/10/2001

89 (formerly
89B)

Integrated Wired and Wireless Telecommunications System

Canada

2154335

07/20/95

2154335

04/23/2002

89 (formerly
89B)

Integrated Wired and Wireless Telecommunications System

Germany

19526586.6

07/20/95

89 (formerly
89B)

Integrated Wired and Wireless Telecommunications System

9514931.6

07/20/95

2291565

04/08/98

89 (formerly
89B)

Integrated Wired and Wireless Telecommunications System

08/625302

04/01/96

5602843

02/11/97

Method of Defining Operation of Switching System Peripherals

Canada

2065131

04/03/92

2065131

09/15/98

Method of Defining Operation of Switching System Peripherals

41955

04/02/93

5386459

01/31/95

105

Delayed Cancel Waiting

Canada

2085280

12/14/92

2085280

08/15/2000

105

Delayed Cancel Waiting

9324948.0

05/30/94

2273419

10/30/96

105

Delayed Cancel Waiting

08163004

01/26/95

5425092

06/13/95

106

Portable Telephone User Profiles

Canada

2081125

10/22/92

2081125

03/04/97

106

Portable Telephone User Profiles

Germany

P4335803.9

10/20/93

P4335803.9

10/14/99

106

Portable Telephone User Profiles

9319628.5

09/23/93

2271912

02/05/97

000

Xxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxx

000000

03/03/93

5657377

08/12/97

107

Global Management of Telephone Directory

Canada

2078045

09/11/92

2078045

11/16/99

107

Global Management of Telephone Directory

Germany

P4330986.0

09/13/93

P4330986

08/06/98

107

Global Management of Telephone Directory

9318795.3

09/10/93

2270608

09/25/96

000

Xxxxxx Xxxxxxxxxx xx Xxxxxxxxx Xxxxxxxxx

000000

09/10/93

5509058

04/16/96

109

Method of Operating a Computer Program

Canada

2080797

10/16/92

2080797

02/02/99

109

Method of Operating a Computer Program

07962330

10/16/92

5,659,738

08/19/97

111

Associated Equipment Numbers

Canada

2088420

01/29/93

2088420

10/08/96

111

Associated Equipment Numbers

Germany

P4325773.9

07/31/93

P4325773.9

07/31/93

111

Associated Equipment Numbers

9316752.6

08/12/93

2274758

03/12/97

111

Associated Equipment Numbers

58937

05/07/93

5454032

09/26/95

113

Unique Ringing on Prime Line

Canada

2091278

08/09/93

2091278

12/10/96

113

Unique Ringing on Prime Line

Germany

P4407671.1

03/09/94

44 07 671

09/23/2004

113

Unique Ringing on Prime Line

9404444.3

03/08/94

2276062

11/13/96

113

Unique Ringing on Xxxxx Xxxx

000000

03/08/94

5491746

02/13/96

114

Wired Wireless

Canada

2100699

07/16/93

2100699

07/08/97

114

Wired Wireless

Germany

4424896.2

07/15/94

4424896

114

Wired Wireless

9413303.0

01/07/94

2280334

01/25/95

114

Wired Wireless

636777

04/19/96

5703942

12/30/97

118

Multiple Queue Resource Management

Canada

2094210

04/16/93

2094210

07/08/97

118

Multiple Queue Resource Management

08225655

04/11/94

5515428

05/07/96

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

119

Signalling System

Canada

2110643

12/03/93

2110643

07/08/97

119

Signalling System

Germany

4440545.6

11/12/94

4440545

07/03/97

119

Signalling System

9423016.6

11/15/94

2284518

03/18/98

000

Xxxxxxxxxx Xxxxxx

000000

10/28/94

5539816

07/23/96

122

Method and Apparatus for Implementing Xxxx Groups

Canada

2108224

10/12/93

2108224

09/09/97

122

Method and Apparatus for Implementing Xxxx Groups

Germany

P4430344.0

06/07/94

P4430344.0-31

12/13/2001

122

Method and Apparatus for Implementing Xxxx Groups

9429588.7

06/07/94

2282937

05/13/98

123

Hunting Mode

Canada

2108223

10/12/93

2108223

12/23/97

123

Hunting Mode

9420594.5

10/12/94

2282938B

09/30/98

125

Automatic Telephone Feature Selector

Canada

2110669

12/03/93

2110669

05/23/2000

125

Automatic Telephone Feature Selector

Germany

4442822.7

02/07/95

125

Automatic Telephone Feature Selector

352,747

12/02/94

5541983

07/30/96

126

Method of Providing a Centrex Type Operation Using a PBX and a Central Switching Office

08833426

04/07/97

5949873

09/07/99

127

Delayed Seizure on Associated Devices

Canada

2132610

09/21/94

2132610

04/28/98

127

Delayed Seizure on Associated Devices

9518147.5

09/06/95

2293521

10/07/98

127

Delayed Seizure on Associated Devices

520590

10/14/94

5586169

12/17/96

131 (formerly
131B)

Low Frequency Discriminator Circuit

Canada

2123847

05/18/94

2123847

11/11/97

131 (formerly
131B)

Low Frequency Discriminator Circuit

Germany

P19508149.8

03/08/95

19508149

06/13/2002

131 (formerly
131B)

Low Frequency Discriminator Circuit

9502920.3

02/15/95

2287594

05/06/98

131 (formerly
131B)

Low Frequency Discriminator Circuit

5546025

03/11/94

5546025

08/13/96

132

An Adaptive Method for Allocating Calls

Canada

2123068

05/06/94

2123068

04/14/98

132

An Adaptive Method for Allocating Calls

Germany

P19516364.8

05/04/95

P19516364.8

10/04/2001

132

An Adaptive Method for Allocating Calls

9509193.0

05/05/95

2289599

02/24/99

132

An Adaptive Method for Allocating Calls

08426960

04/24/95

5675636

10/07/97

000

Xxxxx Xxxx Xxxxxxxxxxxxxx Xxxxxx Xxxxxx

Xxxxxx

0000000

09/21/94

2148970

11/09/99

134

Local Area Communications Server System

Germany

P19542122.1

08/04/2004

134

Local Area Communications Server System

9523052.0

11/10/95

2295068

11/11/98

000

Xxxxx Xxxx Xxxxxxxxxxxxxx Xxxxxx Xxxxxx

00000000

11/14/94

5657446

08/12/97

136

ACTIVE DIGIT CANCELLING PARALLEL DIALER

Canada

2164035

11/29/95

2164035

04/11/2000

136

ACTIVE DIGIT CANCELLING PARALLEL DIALER

9526687.0

12/29/95

2296624

04/21/99

136

ACTIVE DIGIT CANCELLING PARALLEL DIALER

08366668

12/30/94

5706341

01/06/98

139

Enterprise Communication System

Canada

2119085

03/15/94

2119085

01/15/2002

divisional

139

Enterprise Communication System

Germany

195 49 809.7

03/13/95

applications

divisional

139

Enterprise Communication System

Germany

195 49 810.0

03/13/95

applications

139

Enterprise Communication System

Germany

P19508940.5

03/13/95

195 08 940

03/09/2006

139

Enterprise Communication System

9505127.2

03/14/95

2289598

12/23/98

000

Xxxxxxxxxx Xxxxxxxxxxxxx Xxxxxx

000000

06/10/94

5638494

06/10/97

139

Enterprise Communication System

01/03/95

5,802,396

09/01/98

143

Help Desk Improvement

Canada

2119086

03/15/94

2119,086

06/16/98

143

Help Desk Improvement

9501468.4

01/25/95

2287609

10/21/98

000

Xxxx Xxxx Xxxxxxxxxxx

000000

01/05/95

5625682

04/29/97

160

Service Context Sensitive Features & Applications

Canada

2178153

06/04/96

2178153

11/09/99

160

Service Context Sensitive Features & Applications

Germany

19622347.4

06/04/96

19622347

08/07/2004

160

Service Context Sensitive Features & Applications

9611596.9

06/04/96

2301983

08/25/99

160

Service Context Sensitive Features & Applications

08461451

06/05/95

5761288

06/02/98

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

161

Transfer of Basic Knowledge to Agents

Canada

2224466

12/11/97

2224466

12/23/2003

161

Transfer of Basic Knowledge to Agents

9726965.8

12/19/97

2322719

02/17/99

161

Transfer of Basic Knowledge to Agents

09/973,756

10/11/2001

6795969

09/21/2004

162

Dynamic Load Sharing

Canada

2323331

05/28/2002

162

Dynamic Load Sharing

9721574.3

10/10/97

2327174

06/23/99

162

Dynamic Load Sharing

08/888,618

07/07/97

5,987,117

11/16/99

163

Method and Apparatus for Managing Calls Using a Soft Call Park

Canada

2176976

05/21/96

2176976

12/14/99

163

Method and Apparatus for Managing Calls Using a Soft Call Park

Germany

19622969.3

06/07/96

196 22 969

05/18/2006

163

Method and Apparatus for Managing Calls Using a Soft Call Park

9610790.9

05/23/96

2301981

01/26/2000

163

Method and Apparatus for Managing Calls Using a Soft Xxxx Xxxx

00000000

06/01/95

5,754,627

05/19/98

164

Communication System Using Server

Canada

2164550

12/06/95

2164550

07/27/99

164

Communication System Using Server

Germany

P19548456.8

12/22/95

164

Communication System Using Server

9526453.7

12/22/95

2296622

10/27/99

164

Communication System Using Server

08/364,620

12/27/94

5631954

05/20/97

165

Human Machine Interface For Telephone Feature Invocation

Canada

2163948

11/28/95

2163948

09/07/99

165

Human Machine Interface For Telephone Feature Invocation

Germany

P19543870.1

11/24/95

195 43 870

07/29/2004

165

Human Machine Interface For Telephone Feature Invocation

9524217.8

12/29/95

2295747

09/01/99

165

Human Machine Interface For Telephone Feature Invocation

08346600

11/29/94

5533110

07/02/96

168 (formerly

168B)

Reset Circuit with Variable Delay

Canada

2164036

11/29/95

2164036

05/12/98

170

Multi-threading in a Multi-agent System

08367821

01/03/95

5802396

09/01/98

171

Silent Monitoring Agent ID’s

Canada

2208629

06/23/97

2208629

08/15/2000

171

Silent Monitoring Agent ID’s

Germany

P19726292.9

06/20/97

19726292

02/16/2006

171

Silent Monitoring Agent ID’s

9713756.6

06/27/97

2314728

04/05/2000

171

Silent Monitoring Agent ID’s

08671937

06/28/96

5764728

06/09/98

000

Xxxxxxxxxxx Xxxx Xxxxxxx

Xxxxxx

0000000

06/06/97

2239038

08/22/2006

172

Application Call Routing

9811268.3

05/26/98

2326057

05/19/99

177 (formerly

177B)

Creating Multi-Port RAM with TDM

Canada

2199571

03/10/97

2199571

08/08/2000

177 (formerly

177B)

Creating Multi-Port RAM with TDM

9703849

02/25/97

2311153

11/22/2000

177 (formerly

177B)

Creating Multi-Port RAM with TDM

08613519

03/11/96

5822776

10/13/98

000

Xxx Xxxxx Xxxxx Xxxx Xxxxxxx

Xxxxxx

0000000

03/10/97

2199573

06/01/2004

180

Org Chart Based Call Routing

Germany

19709214.4

05/21/2001

19709214

12/06/2001

180

Org Chart Based Call Routing

9703556.2

02/20/97

2311188

02/16/2000

000

Xxx Xxxxx Xxxxx Xxxx Xxxxxxx

00000000

03/11/96

6,075,851

06/13/2000

182

Common ARS Leading Digit Strings

Canada

2144270

03/09/95

2144270

08/03/2004

182

Common ARS Leading Digit Strings

Germany

19608114.9

03/09/95

196 08 114

06/23/2005

182

Common ARS Leading Digit Strings

9604701.4

03/05/96

2298762

04/14/99

000

Xxxxxx XXX Xxxxxxx Xxxxx Xxxxxxx

00000000

03/07/96

6,301,353

10/09/2001

182

Common ARS Leading Digit Strings

09/630188

08/01/2000

192

Voice Custom Control of Activities

9726966.6

12/19/97

2322517

02/10/97

193

Architecture for Robust Xxxxx XXX

Xxxxxx

00000

09/15/95

2,158,408

12/08/98

19636819.7-

193

Architecture for Robust Voice CTI

Germany

P19636819

09/11/96

03/19/2001

193

Architecture for Robust Voice CTI

9617532.8

08/21/96

2305331

08/04/99

193

Architecture for Robust Xxxxx XXX

000000

09/18/95

6,091,803

07/18/2000

000

XX Xxxxxxxxx

Xxxxxx

000000

10/26/95

2161508

01/11/2000

195

PC Speedcall

9622280.7

10/25/96

2306871

11/03/99

196

Transparent Call Indication

Canada

2161506

10/26/95

2161506

01/25/2000

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

196

Transparent Call Indication

Germany

P19644210

10/24/96

P19644210

09/13/2001

196

Transparent Call Indication

9622024.9

10/24/96

2306853

09/22/99

200

Series Equipment With DC Line Hold Transfer

Canada

2232221

03/16/98

2232221

09/05/2000

200

Series Equipment With DC Line Hold Transfer

France

9804470

08/28/2004

200

Series Equipment With DC Line Hold Transfer

9806193.0

03/23/98

2324439

03/10/99

200

Series Equipment With DC Line Hold Transfer

08/843,250

04/14/97

5,940,500

08/17/99

210

Quotation Mechanism for Service Environments

Canada

2307683

05/05/2000

210

Quotation Mechanism for Service Environments

0010987.6

05/05/2000

210

Quotation Mechanism for Service Environments

9910210.5

05/05/99

2349715

10/01/2003

210

Quotation Mechanism for Service Environments

09/566049

05/05/2000

214

Interconnect Design for use Between Flexible Circuits and Teledapt Cables

Canada

2182438

07/13/96

2182438

05/29/2001

214

Interconnect Design for use Between Flexible Circuits and Teledapt Cables

9716058.4

07/31/97

2315930

01/03/2001

214

Interconnect Design for use Between Flexible Circuits and Teledapt Cables

08/902833

07/30/97

5967854

10/19/99

227

Opportunistic Call Forwarding

Canada

2180684

07/08/96

2,180,684

08/21/2001

227

Opportunistic Call Forwarding

9714255.8

07/08/97

2315191

08/30/2000

227

Opportunistic Call Forwarding

08/886,059

06/30/97

6,130,938

10/10/2000

234

Sustained Call Announce

9727407.0

12/29/97

2332810

05/24/2000

236

Automatic Speed Call Updating

Canada

2180690

07/08/96

2,180,690

10/30/2001

236

Automatic Speed Call Updating

9714057.8

07/04/97

2315189

04/26/2000

236

Automatic Speed Call Updating

08/885,033

06/30/97

6047062

04/04/2000

240

Simulating Touch Screen Capability Using Video Input

9715615.2

07/25/97

2,315,859

10/18/2000

000

Xxxxxxxx Xxxxxx

Xxxxxx

2217081

12/09/97

2,217,081

10/14/2003

250

Animated Cursor

9802075.3

01/30/98

2323259

01/06/99

250

Animated Cursor

08/815858

03/12/97

5898432

04/27/99

258

Dynamic Communication Groups

Canada

2243781

07/21/98

2243781

08/01/2006

258

Dynamic Communication Groups

Germany

19838055.0

08/21/98

198 38 055

09/15/2005

258

Dynamic Communication Groups

9718020.2

08/26/97

2328831

05/15/2002

258

Dynamic Communication Groups

09/137630

08/21/98

6816589

11/09/2004

261

Integrated PC/Cordless Phone/Telephone Network Interface Device

Canada

2180991

07/11/96

2,180,991

08/21/2001

261

Integrated PC/Cordless Phone/Telephone Network Interface Device

9714614.6

07/11/97

2315192

04/26/2000

261

Integrated PC/Cordless Phone/Telephone Network Interface Device

08/890801

07/11/97

6006088

12/21/99

267

Remote Line Monitoring

9802794.9

04/22/97

2324677

05/08/2002

270

Spatial Audio for Virtual Meeting Places

Canada

2304900

04/07/2000

2304900

05/30/2006

270

Spatial Audio for Virtual Meeting Places

9908576.3

04/16/99

2349055

03/24/2004

270

Spatial Audio for Virtual Meeting Places

09/547368

04/11/2000

272

Agent-Based Data Mining End Warehousing

Canada

2260647

02/02/99

2260647

11/05/2002

272

Agent-Based Data Mining End Warehousing

9806879.4

04/01/98

2336007

01/29/2003

272

Agent-Based Data Mining End Warehousing

09/241,304

02/01/99

6,460,037

10/01/2002

274

Call Routing Based on Caller’s Mood

Canada

2252788

11/04/98

2252788

01/11/2005

274

Call Routing Based on Caller’s Mood

Germany

19852002.6

11/05/98

198 52 002

04/29/2004

274

Call Routing Based on Caller’s Mood

9824148.2

11/04/98

2,331,201

03/13/2002

274

Call Routing Based on Caller’s Mood

09/188312

11/10/98

6,411,687

06/25/2002

281

Merged Telephone and Data System

Canada

2,173,027

03/29/96

2,173,027

01/07/2003

281

Merged Telephone and Data System

Germany

1971306.5

03/27/97

19713036.4

11/11/2006

281

Merged Telephone and Data System

9706390.3

03/27/97

2311690

06/28/2000

281

Merged Telephone and Data System

08/827,161

04/02/97

5982767

11/09/99

282

Multiple Owner Resource Management

Canada

2,181,009

07/11/96

2181009

09/07/99

282

Multiple Owner Resource Management

9714687.2

07/11/97

2,315,384

01/17/2001

282

Multiple Owner Resource Management

08743346

11/04/96

5920622

07/06/99

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

283

Communications System and Method

Canada

2270820

05/03/99

2270820

07/20/2004

199 20

283

Communications System and Method

Germany

19920692.9

05/05/99

692

03/15/2007

283

Communications System and Method

0319237.4

08/15/2003

2389994

02/11/2004

283

Communications System and Method

9809601.9

05/05/98

2337176

12/24/2003

283

Communications System and Method

09305873

05/05/99

6675194

01/06/2004

284

Simple Interconnect for Xxxxxxxx Xxxxxxxx

Xxxxxx

0000000

07/29/96

2,182,237

04/02/2002

284

Simple Interconnect for Flexible Circuits

9715616.0

07/25/97

2315927

02/14/2001

284

Simple Interconnect for Flexible Circuits

08/899047

07/23/97

5980269

11/09/99

290

Web Based Help Desk, Auto Attendant

Canada

2246130

08/31/98

2246130

01/14/2003

290

Web Based Help Desk, Auto Attendant

9718823.9

09/04/97

2329046

12/18/2002

290

Web Based Help Desk, Auto Attendant

09/145,919

09/03/97

6230287

05/08/2001

291

One Button Intelligent CTI Dialing

Canada

2230692

03/02/98

2230692

04/24/2001

291

One Button Intelligent CTI Dialing

9804645.1

04/03/98

2323499

04/14/99

000

Xxx Xxxxxx Xxxxxxxxxxx XXX Xxxxxxx

00000000

03/03/97

5903631

05/11/99

292

Automatic Web Page Creation

Canada

2231980

03/11/98

2231980

06/12/2001

292

Automatic Web Page Creation

9805270.7

03/13/98

2324896

02/23/2000

292

Automatic Web Page Creation

08816270

03/13/97

5940834

08/17/99

296

Off-Hook Detector for Headset

Canada

2215535

09/15/97

2215535

06/13/2000

296

Off-Hook Detector for Headset

9719901.2

09/18/97

2317783

08/02/2000

296

Off-Hook Detector for Headset

08/839091

09/20/96

5832075

11/03/98

298

System for Interactive Control of Computer and Telephone

Canada

2186928

10/01/96

2186928

06/12/2001

298

System for Interactive Control of Computer and Telephone

9720653.6

09/29/97

2318703

09/15/99

298

System for Interactive Control of Computer and Telephone

08/940246

09/30/97

6018571

01/25/2000

301

Item Selection in a Telephony Interface

Canada

2268996

04/13/99

2268996

12/24/2002

301

Item Selection in a Telephony Interface

9808178.9

04/17/98

2336503

07/23/2003

301

Item Selection in a Telephony Interface

09/294175

04/19/99

6,628,758

09/30/2003

302

Database Access Server for PBX

Canada

2197517

02/13/97

2,197,517

01/15/2002

302

Database Access Server for PBX

Germany

19805891.8

02/13/98

302

Database Access Server for PBX

Ireland

980103

02/12/97

302

Database Access Server for PBX

9802888.9

02/12/98

2,323,249

03/06/2002

302

Database Access Server for PBX

09/023610

02/13/98

6,246,678

06/12/2001

310

Dialable Screening Profile

Canada

2,243,331

07/14/98

2,243,331

08/14/2001

310

Dialable Screening Profile

Germany

19832433.2

07/18/98

310

Dialable Screening Profile

9716393.5

08/01/97

2,328,110

12/12/2001

310

Dialable Screening Profile

09/121354

07/23/98

6,363,140

03/26/2002

319

E-mail with Embedded Java Application

Canada

2262869

02/10/99

2262869

01/28/2003

319

E-mail with Embedded Java Application

9806445.4

03/25/98

2,333,824

03/05/2003

319

E-mail with Embedded Java Application

09/274120

03/23/99

6,526,042

02/25/2003

321

Call Hold Improvement

Canada

2264230

03/03/99

2264230

10/15/2002

321

Call Hold Improvement

9811967.0

06/03/98

2338146

10/01/2003

321

Call Hold Improvement

09/311779

05/13/99

6,415,020

07/02/2002

322

Integrated Directory Services

Canada

2217923

10/15/97

2217923

01/15/2002

322

Integrated Directory Services

9722325.9

10/22/97

2330224

06/12/2002

322

Integrated Directory Services

09/169644

10/09/98

6377950

04/23/2002

000

Xxxxxxxxxxxxx Xxxxxxxxxx Xxxxxxx

Xxxxxx

2247680

09/17/98

323

Bidirectional Conversion Library

9721353.2

10/08/97

2330222

03/05/2003

323

Bidirectional Xxxxxxxxxx Xxxxxxx

00/000000

09/23/98

6,314,429

11/06/2001

325

Smart transfer for answering positions

Canada

2272738

05/25/99

2272738

06/08/2002

325

Smart transfer for answering positions

9811293.1

05/26/98

2337892

08/27/2003

325

Smart transfer for answering positions

09/320108

05/26/99

6795542

09/21/2004

330

3D View of Incoming Communications

Canada

2271460

05/12/99

330

3D View of Incoming Communications

9810422.7

05/14/98

2337435

10/07/2002

330

3D View of Incoming Communications

09/311188

05/14/99

7072450

07/04/2006

331

PC Server Telecommunications Power

Canada

2253105

11/06/98

2253105

05/07/2002

331

PC Server Telecommunications Power

9723909.9

11/12/97

2331655

03/20/2002

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

331

PC Server Telecommunications Power

09/189694

11/12/98

6,434,236

08/13/2002

333

Method of Operating a Modem in the Presence of Interrupted Dial Tone

Canada

2220829

11/11/97

2220829

01/02/2001

333

Method of Operating a Modem in the Presence of Interrupted Dial Tone

08/970152

11/13/97

5974084

10/26/99

000

Xxxxxxxxxxx Xxxxxxxxx xxx Xxxxxxxxxx Xxxxx

Xxxxxx

0000000

12/03/99

2291534

05/24/2005

336

Distributed Technique for Allocating Calls

9827158.8

12/09/98

2344719

10/15/2003

336

Distributed Technique for Allocating Calls

09/455658

12/07/99

6,646,990

11/11/2003

341

Remote Peripheral Switch Backup Call Service Mechanism

Canada

2289156

11/05/99

2289156

06/17/2003

341

Remote Peripheral Switch Backup Call Service Mechanism

9825286.9

11/18/98

2344018

06/25/2003

341

Remote Peripheral Switch Backup Call Service Mechanism

09/435581

11/08/99

6,504,922

01/07/2003

345

Adaptive Rule-based Mechanism for Feature Interaction Resolution

Canada

2299639

02/28/2000

2299639

11/01/2005

345

Adaptive Rule-based Mechanism for Feature Interaction Resolution

Germany

10010870.9

03/06/2000

345

Adaptive Rule-based Mechanism for Feature Interaction Resolution

9905156.7

03/05/99

2347579

12/24/2003

345

Adaptive Rule-based Mechanism for Feature Interaction Resolution

9919941.6

03/07/2001

2,353,916

345

Adaptive Rule-based Mechanism for Feature Interaction Resolution

09/518555

02/28/2000

6639980

10/28/2003

347

Telephone Sets

Canada

1998-0143

01/23/98

86864

05/28/99

347

Telephone Sets

Canada

1998-2908

01/23/98

86862

05/28/99

347

Telephone Sets

Canada

1998-2909

01/23/98

86863

05/28/99

347

Telephone Sets

9803352.5

01/23/98

2080316

04/06/99

347

Telephone Sets

01/23/98

2080317

04/06/99

347

Telephone Sets

347

Telephone Sets

29/090649

07/13/98

423497

04/25/2000

347

Telephone Sets

29/104935

07/13/99

421264

02/29/2000

000

Xxxx XX Xxxxxxxx Xxxxx

Xxxxxx

0000000

02/09/2000

2298145

07/15/2003

349

Palm PC Dockable Phone

9903042.1

02/11/99

2346761

12/10/2003

000

Xxxx XX Xxxxxxxx Xxxxx

00/000000

02/10/2000

6,647,103

11/11/2003

350

Method of Compressing and Decompressing Audio Data Using Masking and Shifting of Audio Sample Bits

Canada

2275821

06/15/99

2275821

10/19/2004

350

Method of Compressing and Decompressing Audio Data Using Masking and Shifting of Audio Sample Bits

09/336,362

06/18/99

6,408,275

06/18/2002

000

Xxx Xxxxx Xxxxxx

Xxxxxx

0000000

04/27/99

2270039

04/22/2003

353

Low Power Dialer

9910208.9

05/05/99

2337408

04/12/2000

353

Low Power Dialer

9924907.0

10/22/99

2340342

04/12/2000

353

Low Power Dialer

09/079280

05/15/98

6,185,297

02/06/2001

355

MLTS Emergency Call Processing

Canada

2306638

04/25/2000

2306638

01/02/2007

355

MLTS Emergency Call Processing

9917644.8

07/27/99

2349774

01/07/2004

355

MLTS Emergency Call Processing

09/304544

05/04/99

6711247

03/23/2004

356

Voice Mail By Twinning

Canada

2316128

08/17/2000

2316128

10/24/2006

356

Voice Mail By Twinning

0020702.7

08/22/2000

2356317

10/31/2001

356

Voice Mail By Twinning

09/642560

08/21/2000

6834106

12/21/2005

357

Method and Apparatus for Migrating Embedded PBX System to Personal Computer

Canada

2236525

05/01/98

2236525

07/15/2003

357

Method and Apparatus for Migrating Embedded PBX System to Personal Computer

Germany

19919976

04/30/99

199 19 976

08/10/2006

357

Method and Apparatus for Migrating Embedded PBX System to Personal Computer

9826478.1

12/03/98

2336969

07/02/2003

357

Method and Apparatus for Migrating Embedded PBX System to Personal Computer

09/302881

04/30/99

6,366,656

04/02/2001

359

Range Editing Dialog

Canada

2330260

01/05/2001

2330260

03/20/2007

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

359

Range Editing Dialog

0000207.1

01/07/2000

2358072

01/24/2004

359

Range Editing Dialog

09/755558

01/05/2001

6625499

09/23/2003

361

Combination Connector/Microphone

Canada

2293937

01/05/2000

2293937

05/13/2003

361

Combination Connector/Microphone

9900633.0

01/12/99

2345816

11/06/2002

361

Combination Connector/Microphone

09/478646

01/06/2000

6,411,711

06/25/2002

367

A caching mechanism to optimize the bidding process used to select resources

Canada

2331977

01/25/2001

2331977

02/07/2006

367

A caching mechanism to optimize the bidding process used to select resources

001695.6

01/25/2000

2,358,762

09/03/2003

367

A caching mechanism to optimize the bidding process used to select resources

09/768129

01/23/2001

370

User Interface for Feature Interaction Resolution

Canada

02/28/2000

370

User Interface for Feature Interaction Resolution

Germany

370

User Interface for Feature Interaction Resolution

9919941.6

08/23/99

2,353,916

12/24/2003

370

User Interface for Feature Interaction Resolution

02/28/2000

372

Adaptive Feature Behavior

Canada

2306160

04/14/2000

2306160

02/06/2007

372

Adaptive Feature Behavior

9908523.5

04/14/99

2349040

09/03/2003

372

Adaptive Feature Behavior

09/549013

04/14/2000

7046781

05/16/2006

373

Using a Gatekeeper to Produce an H.323 PBX

Canada

2307476

05/03/2000

2307476

08/16/2005

373

Using a Gatekeeper to Produce an H.323 PBX

9910654.4

05/07/99

2349773

05/30/2001

373

Using a Gatekeeper to Produce an H.323 PBX

09/564287

05/04/2000

6819665

11/16/2004

373

Using a Gatekeeper to Produce an H.323 PBX

10/564287

07/19/2002

376

Line Appearance Security Interface for TAPI SP

Canada

2281374

09/02/99

2281374

11/16/2004

376

Line Appearance Security Interface for TAPI SP

9819142.2

09/02/98

2,341,291

07/23/2003

376

Line Appearance Security Interface for TAPI SP

09/388712

09/02/99

6,618,476

09/09/2003

382

Features Based On Network Congestion

Canada

2317146

08/29/2000

382

Features Based On Network Congestion

09/651842

08/31/2000

7062548

06/13/2006

383

A Mechanism to Optimize a Distributed AARS Using RIP Caching

Canada

2334503

02/17/2001

2334503

07/12/2005

383

A Mechanism to Optimize a Distributed AARS Using RIP Caching

0003724.2

02/17/2000

2359446

02/11/2004

383

A Mechanism to Optimize a Distributed AARS Using RIP Caching

09/784969

02/16/2001

6748065

06/08/2004

384

SEDO — Semantic Errors Diagnostic Operation for Multi-agent System

Canada

2297622

02/02/2000

2297622

05/24/2005

384

SEDO — Semantic Errors Diagnostic Operation for Multi-agent System

9902540.5

02/04/99

2346461

06/18/2003

384

SEDO — Semantic Errors Diagnostic Operation for Multi-agent System

09/497305

02/03/2000

6,550,024

04/15/2003

386

Feature Provisioning by Injection

Canada

2334432

02/07/2001

2334432

05/11/2004

386

Feature Provisioning by Injection

0002743.3

02/07/2000

2358988

03/17/2004

386

Feature Provisioning by Injection

09/779253

02/07/2001

6456707

09/24/2002

000

Xxxxxxx Xxxx

Xxxxxx

0000-0000

12/16/98

87696

09/30/99

394

Plastic Door

2084151

12/09/98

2084151

11/04/99

394

Plastic Door

29/106430

06/16/99

DES.437312

02/06/2001

399

QuickPick

Canada

2297373

01/21/2000

399

QuickPick

9919245.2

08/13/99

2347581

12/24/2003

399

QuickPick

09/259985

03/01/99

6839411

01/04/2005

400

Dynamic Rules Based Resource Allocation

Canada

2295273

01/12/2000

2295273

07/22/2003

400

Dynamic Rules Based Resource Allocation

9919242.9

08/13/99

2347580

08/27/2003

400

Dynamic Rules Based Resource Allocation

09/259986

03/01/99

6745221

06/01/2004

401

On-demand buffering

Canada

2299162

02/23/2000

2299162

11/16/2004

000

Xx-xxxxxx buffering

9919241.1

08/13/99

2347326

04/14/2004

000

Xx-xxxxxx buffering

09/258507

02/26/99

6,546,366

04/08/2003

402

Automatic synchronization of address directories for unified messaging

Canada

2299387

02/23/2000

2299387

07/01/2003

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

402

Automatic synchronization of address directories for unified messaging

9919248.6

08/13/99

2347308

12/10/2003

402

Automatic synchronization of address directories for unified messaging

09/259811

02/26/99

6,418,200

07/09/2002

403

Automatic selection of user preferences based on CLI data

Canada

2295267

01/12/2000

2295267

07/22/2003

403

Automatic selection of user preferences based on CLI data

9919244.5

08/13/99

2347306

07/16/2003

403

Automatic selection of user preferences based on CLI data

09/258717

02/26/99

6795536

09/21/2004

000

Xxxxx Xxxxxxxxxxxx Over Diverse Media

0002500.7

02/04/2000

2361380

02/11/2004

410

Onhook Telecom Power Supply Current Regulator Mode

Canada

2,279,072

07/29/99

2,279,072

08/12/2003

410

Onhook Telecom Power Supply Current Regulator Mode

99 18384.0

08/05/99

2347238

02/05/2003

410

Onhook Telecom Power Supply Current Regulator Mode

09/255,461

02/22/99

6,137,276

10/24/2000

411

Communications System Architecture for Voice Collaboration

Canada

2329017

12/18/2000

2329017

03/21/2006

411

Communications System Architecture for Voice Collaboration

0317654.2

12/23/99

2391134

05/12/2004

411

Communications System Architecture for Voice Collaboration

9930496.6

12/23/99

2,357,659

12/24/2003

411

Communications System Architecture for Voice Collaboration

09/740221

12/19/2000

415

Handwriting Phone

Canada

2339038

02/28/2001

415

Handwriting Phone

0007580.4

03/30/2000

2360903

09/08/2004

415

Handwriting Phone

09/793985

02/28/2001

6,522,729

02/18/2003

417

Using Line Appearance to Allow Multiple Devices to Appear Over a Single Line

Canada

2307742

05/02/2000

2307742

11/30/2004

417

Using Line Appearance to Allow Multiple Devices to Appear Over a Single Line

9910957.1

05/11/99

2,350,009

04/18/2001

417

Using Line Appearance to Allow Multiple Devices to Appear Over a Single Line

09/563879

05/03/2000

6754201

06/22/2004

421

Canada

2,343,981

04/17/2001

421

0010267.3

04/28/2000

2361831

11/05/2003

421

09/843409

04/26/2001

6801609

10/05/2004

423

A method for the synchronization of analog call display data in distributed systems

Canada

2320554

09/25/2000

2320554

02/17/2004

423

A method for the synchronization of analog call display data in distributed systems

9922987.4

09/29/99

2355130

10/15/2003

423

A method for the synchronization of analog call display data in distributed systems

09/671395

09/27/2000

6,597,767

07/22/2003

425

Feature Interaction Resolution Using Policies event based model and Fuzzy Logic

Canada

2313497

07/10/2000

425

Feature Interaction Resolution Using Policies event based model and Fuzzy Logic

Germany

425

Feature Interaction Resolution Using Policies event based model and Fuzzy Logic

9916234.9

07/09/99

2,351,870

09/19/2001

425

Feature Interaction Resolution Using Policies event based model and Fuzzy Logic

09/613537

07/10/2000

6915285

07/05/2005

425

Feature Interaction Resolution Using Policies event based model and Fuzzy Logic

10/442571

05/21/2003

6,606,610

08/12/2003

425

Feature Interaction Resolution Using Policies event based model and Fuzzy Logic

11/157573

06/21/2005

428

Method to Implement Digital Private Signalling System (DPNSS)

Canada

2308066

05/11/2000

2308066

02/08/2005

428

Method to Implement Digital Private Signalling System (DPNSS)

0011237.5

05/11/2000

2350014A

10/29/2003

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

428

Method to Implement Digital Private Signalling System (DPNSS)

09/568703

05/11/2000

6735194

05/11/2004

429

Branding dynamic link libraries

Canada

2297372

01/21/2000

2297372

04/05/2005

429

Branding dynamic link libraries

09/260391

03/01/99

6,694,320

02/17/2004

430

Voice multicast method

Canada

2307749

05/02/2000

2307749

07/05/2005

430

Voice multicast method

9910495.2

05/06/99

2349772

05/30/2001

430

Voice multicast method

09/563552

05/03/2000

6,650,744

11/18/2003

433

Complex acoustic path and gasket for use with microphones

Canada

2317507

09/07/2000

433

Complex acoustic path and gasket for use with microphones

9921556.8

09/14/99

2354393

11/12/2003

433

Complex acoustic path and gasket for use with microphones

09/660947

09/13/2000

6744900

06/01/2004

436

Security Mechanisms and Architecture for Collaborative Software System using Tuple Spaces and Blackboard Systems

Canada

2321407

09/28/2000

2321407

05/17/2005

436

Security Mechanisms and Architecture for Collaborative Software System using Tuple Spaces and Blackboard Systems

Germany

436

Security Mechanisms and Architecture for Collaborative Software System using Tuple Spaces and Blackboard Systems

9923544.2

10/05/99

2355140

09/03/2003

436

Security Mechanisms and Architecture for Collaborative Software System using Tuple Spaces and Blackboard Systems

09/676838

09/29/2001

7055170

05/30/2006

437

Policy representations and mechanisms for the control of software based communication and business systems

Canada

2319863

09/15/2000

2319863

07/18/2006

437

Policy representations and mechanisms for the control of software based communication and business systems

Germany

437

Policy representations and mechanisms for the control of software based communication and business systems

9922096.4

09/17/99

2,354,350

03/12/2004

437

Policy representations and mechanisms for the control of software based communication and business systems

09/663026

09/15/2000

6778641

08/17/2004

439

Method of releasing teledapt cables from deeply recssed RJ connectors

Canada

2326060

11/15/2000

2326060

06/29/2004

439

Method of releasing teledapt cables from deeply recssed RJ connectors

9926945.8

11/16/99

2,356,495

07/30/2003

439

Method of releasing teledapt cables from deeply recssed RJ connectors

09/713909

11/16/2000

7027596

04/11/2006

440

Powering arrangement for an ethernet LAN connected telephone

Canada

2325767

10/11/2000

2325767

01/20/2004

440

Powering arrangement for an ethernet LAN connected telephone

9926913.6

11/12/99

2,356,326

12/24/2003

440

Powering arrangement for an ethernet LAN connected telephone

09/710174

10/11/2000

6,480,122

11/12/2002

441

Common data model including field interdependencies

Canada

2,324,543

10/26/2000

441

Common data model including field interdependencies

Europe

0003790-3

11/22/2000

441

Common data model including field interdependencies

France

0013721

10/26/2000

00 13721

11/04/2005

441

Common data model including field interdependencies

Germany

10053028.1

10/26/2000

441

Common data model including field interdependencies

9925175.3

10/26/99

2355818

03/03/2004

441

Common data model including field interdependencies

09/695,214

10/25/2000

6,643,659

11/04/2003

444

Efficient Controlled current sink for LED backlight panel

Canada

2324423

10/25/2000

2324423

03/15/2005

444

Efficient Controlled current sink for LED backlight panel

9925263.7

10/26/99

2,355,816

01/14/2004

444

Efficient Controlled current sink for LED backlight panel

09/697538

10/26/2000

6,529,182

03/04/2003

446

Best Effort Search Email Gateway

10/449950

05/30/2003

448

Ultra-sonic proximity sensor for telephony

Canada

2,356,603

09/04/2001

2356603

07/18/2006

448

Ultra-sonic proximity sensor for telephony

0021999.8

09/07/2000

2,366,932

08/25/2004

448

Ultra-sonic proximity sensor for telephony

09/948217

09/06/2001

7010098

03/08/2006

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

449

Use of handset microphone to enhance speakerphone loudspeaker performance

Canada

2,358,063

10/03/2001

2358063

07/18/2006

449

Use of handset microphone to enhance speakerphone loudspeaker performance

Europe

0024350.1

10/05/2001

449

Use of handset microphone to enhance speakerphone loudspeaker performance

09/972063

10/07/2001

7031455

04/18/2006

458

Resource Sharing Using Sliding Constraints

Canada

2,355,520

08/20/2001

458

Resource Sharing Using Sliding Constraints

0021089.8

08/25/2000

2366401

06/01/2005

458

Resource Sharing Using Sliding Constraints

09/933994

08/21/2001

460

Simple Supplementary Service Protocol (SSSP)

Canada

2331144

01/15/2001

460

Simple Supplementary Service Protocol (SSSP)

0001035.5

01/17/2000

2,358,986

03/10/2004

460

Simple Supplementary Service Protocol (SSSP)

0400689.6

01/13/2004

2393878

06/02/2004

460D

Simple Supplementary Service Protocol for H.323 Systems

0400689.6

01/17/2000

2393878

06/02/2004

460

Simple Supplementary Service Protocol (SSSP)

09/761136

01/16/2001

7155528

12/26/2006

460D

Simple Supplementary Service Protocol for H.323 Systems

11/582268

10/17/2006

461

PDA Enabled Set

Canada

2,368,907

01/22/2002

2368907

07/05/2005

461

PDA Enabled Set

Europe

02250330.4

01/17/2002

461

PDA Enabled Set

0102139.3

01/27/2001

461

PDA Enabled Set

10/055150

01/23/2002

7085591

08/01/2006

462

Combination Visible and Infrared Light Pipe

Canada

2,348,258

05/18/2001

2348258

07/12/2005

462

Combination Visible and Infrared Light Pipe

0011877.8

05/18/2000

2,362,526

04/14/2004

462

Combination Visible and Infrared Light Pipe

09/861207

05/18/2001

6,641,309

11/04/2003

462

Combination Visible and Infrared Light Pipe

10/619306

07/14/2003

6,746,162 B2

06/08/2004

463

Efficient Battery Transfer Circuit

Canada

2350435

07/13/2001

2350435

09/28/2004

463

Efficient Battery Transfer Circuit

0015152.2

06/22/2000

2363919

07/14/2004

463

Efficient Battery Transfer Circuit

09/881305

06/13/2001

6,642,632

11/04/2003

464

Efficient dual-source wide-input isolated DC-DC converter with effective current limit

Canada

2339538

03/05/2001

2339538

02/01/2005

464

Efficient dual-source wide-input isolated DC-DC converter with effective current limit

0005375.1

03/06/2000

2360146

04/28/2004

464

Efficient dual-source wide-input isolated DC-DC converter with effective current limit

09/800337

03/06/2001

6,424,545

07/23/2002

466

Voice activated language translation

Canada

2419112

02/18/2003

466

Voice activated language translation

Europe

03250851.7

08/27/2003

1339206

01/03/2007

466

Voice activated language translation

France

03250851.7

02/12/2003

1339206

01/03/2007

466

Voice activated language translation

Germany

03250851.7

02/12/2003

1339206

01/03/2007

466

Voice activated language translation

03250851.7

02/12/2003

1339206

01/03/2007

466

Voice activated language translation

10/370313

02/19/2003

467

Hardware Authentication Method

Canada

2341821

03/22/2001

2341821

06/22/2004

467

Hardware Authentication Method

0009618.0

04/18/2000

2,361,567

02/22/2004

467

Hardware Authentication Method

09/826554

04/04/2001

6931533

08/16/2005

472

Intermediate voice and DTMF detector device for improved speech recognition utilization and penetration

Canada

2398579

08/19/2002

2398579

11/15/2005

472

Intermediate voice and DTMF detector device for improved speech recognition utilization and penetration

Europe

02255290.5

07/29/2002

472

Intermediate voice and DTMF detector device for improved speech recognition utilization and penetration

0120672.1

08/24/2001

472

Intermediate voice and DTMF detector device for improved speech recognition utilization and penetration

10/224063

08/20/2002

6795533

09/21/2004

473

Telephone independent provision of speech recognition during dial tone and subsequent call progress states

Canada

2,357,326

09/13/2001

2357326

11/16/2004

473

Telephone independent provision of speech recognition during dial tone and subsequent call progress states

09/972795

09/13/2001

6778641

08/17/2004

474

Enclosure foot arrangement that can be used to stack enclosures

09/808682

03/15/2001

6,540,091

04/01/2003

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

474

Enclosure foot arrangement that can be used to stack enclosures

10/316110

12/11/2002

6695150

02/24/2004

477

Execution sets for generated logs

Canada

2343705

04/10/2001

2343705

01/16/2007

477

Execution sets for generated logs

Europe

01303374.1

04/10/2000

1146688

08/30/2006

477

Execution sets for generated logs

France

01303374.1

04/10/2001

1146688

08/30/2006

477

Execution sets for generated logs

Germany

01303374.1

04/10/2001

1146688

08/30/2006

477

Execution sets for generated logs

01303374.1

04/10/2001

1146688

08/30/2006

477

Execution sets for generated logs

09/832373

04/11/2001

478

Tree hierarchy and description for generated logs

Canada

2343695

04/10/2001

2343695

01/24/2006

478

Tree hierarchy and description for generated logs

Europe

01303443.4

04/12/2001

478

Tree hierarchy and description for generated logs

France

01303443.4

04/12/2001

1146689

10/19/2005

478

Tree hierarchy and description for generated logs

Germany

01303443.4

04/12/2001

1146689

10/19/2005

478

Tree hierarchy and description for generated logs

01303443.4

04/12/2001

1146689

10/19/2005

478

Tree hierarchy and description for generated logs

09/832734

04/11/2001

6816576

11/09/2004

479

Dynamic Rule Sets for Generated Logs

Canada

2343692

04/10/2001

479

Dynamic Rule Sets for Generated Logs

Europe

01303459.0

04/12/2000

1146426

02/02/2005

479

Dynamic Rule Sets for Generated Logs

09/832619

04/11/2001

7177896

02/13/2007

481

Telephone line powered CO drop reconnect

0102632.7

02/02/2001

2364473

12/10/2003

484

Noise masking of microphone signals in wired telecommunications equipment and power loss disconnect

09/571,534

05/16/2000

7024175

04/05/2006

485

Method of attaching moulded enclosures

Canada

2,353,117

07/16/2001

2353117

04/18/2006

485

Method of attaching moulded enclosures

0017730.3

07/19/2000

2365093

12/31/2003

485

Method of attaching moulded enclosures

09/907847

07/18/2001

6746174

06/08/2004

486

Voice Mail Number and E-Mail Extraction

Canada

2375410

03/08/2002

2375410

09/06/2005

486

Voice Mail Number and E-Mail Extraction

0106960.8

03/20/2001

2373670

09/21/2005

486

Voice Mail Number and E-Mail Extraction

10/101083

03/18/2002

6785367

08/31/2004

487

System and method for the management of computer software maintenance

Canada

2299850

03/01/2000

2299850

06/14/2005

489

Minet IP Protocol Extensions,

Canada

2339320

03/02/2001

2339320

12/05/2006

489

Minet IP Protocol Extensions,

09/800112

03/05/2001

491

A better presentation of a menu for an interactive voice response system

Canada

2400148

08/29/2002

2400148

01/09/2007

491

A better presentation of a menu for an interactive voice response system

Europe

02255935.5

08/27/2002

491

A better presentation of a menu for an interactive voice response system

0121150.7

08/31/2001

491

A better presentation of a menu for an interactive voice response system

10/231612

08/30/2002

492

Method of using speech recognition to initiate a WAP Session

Canada

2,351,899

06/29/2001

2351899

04/04/2006

492

Method of using speech recognition to initiate a WAP Session

0016144.8

06/30/2000

2,364,480

07/14/2004

492

Method of using speech recognition to initiate a WAP Session

09/896146

06/29/2001

7103550

09/05/2006

493

Formed Lens Tab for Designation Card Insert

Canada

2,354,203

07/26/2001

2354203

11/30/2004

493

Formed Lens Tab for Designation Card Insert

0018475.4

07/27/2000

2365481

03/17/2004

493

Formed Lens Tab for Designation Card Insert

09/916165

07/26/2001

6,581,315

06/24/2003

494

Superconsole-2000

Canada

2000-1675

06/29/2000

95828

10/21/2005

494

Superconsole-2000

2094102

07/06/2000

2094102

10/18/2000

494

Superconsole-2000

29/125848

06/30/2000

D448746

10/02/2001

495

Acoustic Talker Localization

Canada

2,352,017

06/28/2001

495

Acoustic Talker Localization

0016142.2

06/30/2000

2364121

11/24/2004

495

Acoustic Talker Localization

09/894539

06/28/2001

499

Method for handling far-end speech effects in hands-free telephony systems based on acoustic beamforming

Canada

2445180

10/03/2003

2445180

02/06/2007

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

499

Method for handling far-end speech effects in hands-free telephony systems based on acoustic beamforming

Canada

2,358,044

10/03/2001

2358044

12/07/2004

499

Method for handling far-end speech effects in hands-free telephony systems based on acoustic beamforming

Europe

01308551.9

10/05/2001

499

Method for handling far-end speech effects in hands-free telephony systems based on acoustic beamforming

0024582.9

10/06/2000

2367730

04/27/2005

503

Microphone Gasket with Integrated Acoustic Resistance

Canada

2,372,351

02/18/2002

503

Microphone Gasket with Integrated Acoustic Resistance

0104084.9

02/20/2001

2372397

10/06/2004

503

Microphone Gasket with Integrated Acoustic Resistance

10/078625

02/19/2002

6978033

12/20/2005

503

Microphone Gasket with Integrated Acoustic Resistance

11/114795

04/26/2005

7035420

04/25/2006

504 (formerly
504B)

Distributed Echo Cancelling

Canada

2430030

05/26/2003

2430030

02/06/2007

504 (formerly
504B)

Distributed Echo Cancelling

Europe

03253161.8

05/21/2003

1367738

08/16/2006

504 (formerly
504B)

Distributed Echo Cancelling

France

03253161.8

05/21/2003

1367738

08/16/2006

504 (formerly
504B)

Distributed Echo Cancelling

Germany

03253161.8

05/21/2003

1367738

08/16/2006

504 (formerly
504B)

Distributed Echo Cancelling

0212591.2

05/31/2001

2389287

11/23/2005

504 (formerly
504B)

Distributed Echo Cancelling

03253161.8

05/21/2003

1367738

08/16/2006

504 (formerly
504B)

Distributed Echo Cancelling

10/447857

05/29/2003

7085374

08/01/2006

504 (formerly
504B)

Distributed Echo Cancelling

11/476926

06/28/2006

507

Automatic Location-Aware Feature Selection

Canada

2412238

11/20/2002

2412238

10/25/2005

507

Automatic Location-Aware Feature Selection

Europe

02258274.6

11/29/2002

507

Automatic Location-Aware Feature Selection

0128595.6

11/29/2001

507

Automatic Location-Aware Feature Selection

10/302119

10/22/2002

7058167

06/06/2006

509

A Split Browser for Stimulus Phones

Canada

2,400,139

08/29/2002

509

A Split Browser for Stimulus Phones

Europe

02256054.6

08/30/2002

509

A Split Browser for Stimulus Phones

0121160.6

08/31/2001

509

A Split Browser for Stimulus Phones

10/232146

08/30/2002

7106837

09/12/2006

510

Method of Enabling a CPE to Test a Telephone Line and Report the Results of the Test

Canada

510

Method of Enabling a CPE to Test a Telephone Line and Report the Results of the Test

510

Method of Enabling a CPE to Test a Telephone Line and Report the Results of the Test

09/938130

08/23/2001

6831965

12/14/2004

513

Method and Apparatus for Establishing and maintining voice communications Among a Community of Interest

Canada

2145798

01/08/2003

2415798

01/09/2007

513

Method and Apparatus for Establishing and maintining voice communications Among a Community of Interest

Europe

03250228.8

01/14/2003

513

Method and Apparatus for Establishing and maintining voice communications Among a Community of Interest

0200746.6

01/14/2002

513

Method and Apparatus for Establishing and maintining voice communications Among a Community of Interest

10/339996

01/10/2003

7127047

10/24/2006

514

Mouse Controller

Canada

2001-1383

06/01/2001

96902

03/22/2002

514

Mouse Controller

Canada

2001-2932

12/05/2001

98144

02/17/2003

514

Mouse Controller

France

016937

11/28/2001

659272-8

03/29/2002

514

Mouse Controller

France

020491

01/25/2002

020491

06/07/2002

514

Mouse Controller

2106657

11/30/2001

2106657

07/18/2002

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

514

Mouse Controller

3000892

01/23/2002

3000892

07/09/2002

514

Mouse Controller

29/150658

01/28/2002

D464052

10/08/2002

514

Mouse Controller

29/154726

01/28/2002

D474169

05/06/2003

516

Mobile Interactive Logs

Canada

2381536

05/21/2002

516

Mobile Interactive Logs

Europe

02252620.6

04/12/2002

1249967

10/25/2006

516

Mobile Interactive Logs

France

02252620.6

04/12/2002

1249967

10/25/2006

516

Mobile Interactive Logs

Germany

02252620.6

04/12/2002

1249967

10/25/2006

516

Mobile Interactive Logs

02252620.6

04/12/2002

1249967

10/25/2006

516

Mobile Interactive Logs

10/121779

04/12/2002

517

Remote Assembly of Messages for Distributed Applications

Canada

2,384,066

04/30/2002

517

Remote Assembly of Messages for Distributed Applications

France

0205524

05/02/2002

0205524

05/27/2005

517

Remote Assembly of Messages for Distributed Applications

Germany

10220556.6

05/02/2002

517

Remote Assembly of Messages for Distributed Applications

0110713.5

05/02/2001

2375264

10/13/2004

518

Master /Slave Frame Lock Method

Canada

2385182

05/07/2002

2385182

07/18/2006

518

Master /Slave Frame Lock Method

Europe

02253259.2

05/09/2002

1257059

03/22/2006

518

Master /Slave Frame Lock Method

France

02253259.2

05/09/2002

1257059

03/22/2006

518

Master /Slave Frame Lock Method

Germany

02253259.2

05/09/2002

1257059

03/22/2006

518

Master /Slave Frame Lock Method

0111300.0

05/09/2001

518

Master /Slave Frame Lock Method

02253259.2

05/09/2002

1257059

03/22/2006

518

Master /Slave Frame Lock Method

10/142854

05/09/2002

7062005

06/13/2006

519

Phantom-feed to Spare-Pair Conversion

Canada

2416852

01/21/2003

2416852

05/16/2006

519

Phantom-feed to Spare-Pair Conversion

Europe

03250370.8

01/21/2003

519

Phantom-feed to Spare-Pair Conversion

0201399.3

01/22/2002

519

Phantom-feed to Spare-Pair Conversion

10/348839

01/22/2003

7030733

04/18/2006

520

Tuple Space Operations for Fine Grained Control

Canada

2416070

01/09/2003

520

Tuple Space Operations for Fine Grained Control

Europe

03250226.2

01/14/2003

1329810

08/16/2006

520

Tuple Space Operations for Fine Grained Control

France

03250226.2

01/14/2003

1329810

08/16/2006

520

Tuple Space Operations for Fine Grained Control

Germany

03250226.2

01/14/2003

1329810

08/16/2006

520

Tuple Space Operations for Fine Grained Control

03250226.2

01/14/2003

1329810

08/16/2006

520

Tuple Space Operations for Fine Grained Control

10/339836

01/10/2003

6704734

03/09/2004

521

A Hardware-Assisted Tuple Space

Canada

0200747.4

01/10/2003

521

A Hardware-Assisted Tuple Space

Europe

03250227.0

01/14/2003

1329807

08/23/2006

521

A Hardware-Assisted Tuple Space

France

03250227.0

01/14/2003

1329807

08/23/2006

521

A Hardware-Assisted Tuple Space

Germany

03250227.0

01/14/2003

1329807

08/23/2006

521

A Hardware-Assisted Tuple Space

03250227.0

01/14/2003

1329807

08/23/2006

521

A Hardware-Assisted Tuple Space

10/341211

01/13/2003

6931491

08/16/2005

522

A protocol for Facilitating the Selection of Electronic Services Using Infrared and a Network Address ID

Europe

02257706.8

11/06/2002

1309152

06/14/2006

522

A protocol for Facilitating the Selection of Electronic Services Using Infrared and a Network Address ID

France

02257706.8

11/06/2002

1309152

06/14/2006

522

A protocol for Facilitating the Selection of Electronic Services Using Infrared and a Network Address ID

Germany

02257706.8

11/06/2002

1309152

06/14/2006

522

A protocol for Facilitating the Selection of Electronic Services Using Infrared and a Network Address ID

02257706.8

11/06/2002

1309152

06/14/2006

522

A protocol for Facilitating the Selection of Electronic Services Using Infrared and a Network Address ID

10/287850

11/05/2002

525

Efficient Power Supply Start Up Circuit

Canada

2416338

01/14/2003

2416338

10/18/2005

525

Efficient Power Supply Start Up Circuit

Europe

03250264.3

01/16/2003

525

Efficient Power Supply Start Up Circuit

0200934.8

01/16/2002

525

Efficient Power Supply Start Up Circuit

10/342263

01/15/2003

6804126

10/12/2004

526

A Device for Changing the Speaking Rate of Recorded Speech

Canada

2452022

12/04/2003

526

A Device for Changing the Speaking Rate of Recorded Speech

Europe

03257650.6

12/04/2003

1426926

08/30/2006

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

526

A Device for Changing the Speaking Rate of Recorded Speech

France

03257650.6

12/04/2003

1426926

08/30/2006

526

A Device for Changing the Speaking Rate of Recorded Speech

Germany

03257650.6

12/04/2003

1426926

08/30/2006

526

A Device for Changing the Speaking Rate of Recorded Speech

03257650.6

12/04/2003

1426926

08/30/2006

526

A Device for Changing the Speaking Rate of Recorded Speech

10/729842

12/04/2003

7143029

11/28/2006

527

Headset or Handset signaling scheme

Canada

2401937

09/09/2002

2401937

01/09/2007

527

Headset or Handset signaling scheme

Europe

02255441.4

09/14/2001

1294160

10/26/2005

527

Headset or Handset signaling scheme

France

02255441.4

09/14/2001

1294160

10/26/2005

527

Headset or Handset signaling scheme

Germany

02255441.4

09/14/2001

60206861.4-08

10/26/2005

527

Headset or Handset signaling scheme

02255441.4

09/14/2001

1294160

10/26/2005

527

Headset or Handset signaling scheme

10/241275

09/10/2002

530

Call Redirection Zones for Wireless Communications

Canada

2447447

10/29/2003

530

Call Redirection Zones for Wireless Communications

Europe

03256848.7

10/29/2003

530

Call Redirection Zones for Wireless Communications

0225428.2

10/31/2002

530

Call Redirection Zones for Wireless Communications

10/696734

10/28/2003

7024184

04/04/2006

532

Line Echo Cancellation System

Canada

2429928

05/27/2003

532

Line Echo Cancellation System

Europe

03252672.5

04/28/2003

1367737

12/03/2004

532

Line Echo Cancellation System

0212397.4

05/29/2002

532

Line Echo Cancellation System

10/448155

05/29/2003

6956830

10/18/2005

533

Loudspeaker cap to reduce structural ...acoustic modes

Canada

2,405,210

09/25/2002

2405210

05/30/2006

533

Loudspeaker cap to reduce structural ...acoustic modes

Europe

02256665.7

09/25/2002

533

Loudspeaker cap to reduce structural ...acoustic modes

10/256569

09/26/2002

6741717

05/25/2004

534

Robust Talker Localization in Reverberant Environment

Canada

2,394,429

09/19/2002

534

Robust Talker Localization in Reverberant Environment

Europe

02255406.7

08/01/2002

534

Robust Talker Localization in Reverberant Environment

10/222941

08/15/2002

7130797

10/31/2006

535

Method to Improve Near-end Voice Activity Detection in Audio Systems Based on the Beamforming Technology

Europe

02255766.4

08/19/2002

1286328

06/21/2006

535

Method to Improve Near-end Voice Activity Detection in Audio Systems Based on the Beamforming Technology

France

02255766.4

08/19/2002

1286328

06/21/2006

535

Method to Improve Near-end Voice Activity Detection in Audio Systems Based on the Beamforming Technology

Germany

02255766.4

09/19/2002

1286328

06/21/2006

535

Method to Improve Near-end Voice Activity Detection in Audio Systems Based on the Beamforming Technology

0120322.3

08/21/2001

535

Method to Improve Near-end Voice Activity Detection in Audio Systems Based on the Beamforming Technology

02255766.4

09/19/2002

1286328

06/21/2006

538

5303 Conference Phone

Canada

98870

03/08/2002

98870

01/23/2003

538

5303 Conference Phone

France

022638

04/23/2002

670150-53

07/19/2002

538

5303 Conference Phone

2,104,854

09/17/2001

2,104,854

09/17/2001

538

5303 Conference Phone

29/156949

03/12/2002

472539

04/01/2003

547

Personalized and Customizable Feature Execution and Specification System for Application in IP Telephony and elsewhere with Operational Semantics and Implemntation with Deontic Task Trees

Canada

2436072

07/24/2003

2436072

01/09/2007

547

Personalized and Customizable Feature Execution and Specification System for Application in IP Telephony and elsewhere with Operational Semantics and Implemntation with Deontic Task Trees

Europe

03017609.3

08/11/2003

1389865

10/04/2006

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

547

Personalized and Customizable Feature Execution and Specification System for Application in IP Telephony and elsewhere with Operational Semantics and Implemntation with Deontic Task Trees

France

03017609.3

08/11/2003

1389865

10/04/2006

547

Personalized and Customizable Feature Execution and Specification System for Application in IP Telephony and elsewhere with Operational Semantics and Implemntation with Deontic Task Trees

Germany

03017609.3

08/11/2003

1389865

10/04/2006

547

Personalized and Customizable Feature Execution and Specification System for Application in IP Telephony and elsewhere with Operational Semantics and Implemntation with Deontic Task Trees

03017609.3

08/11/2003

1389865

10/04/2006

547

Personalized and Customizable Feature Execution and Specification System for Application in IP Telephony and elsewhere with Operational Semantics and Implemntation with Deontic Task Trees

03017609.3

08/11/2003

547

Personalized and Customizable Feature Execution and Specification System for Application in IP Telephony and elsewhere with Operational Semantics and Implemntation with Deontic Task Trees

10/631853

08/01/2003

548

Method to Control Noise Level Calculations in a Conferencing System

Canada

2416003

01/09/2003

548

Method to Control Noise Level Calculations in a Conferencing System

2385249

10/04/2002

2385249

10/12/2005

548

Method to Control Noise Level Calculations in a Conferencing System

10/044800

01/20/2002

7085715

08/01/2006

549

7 kHz audio earpieces(low leak conditions and high leak conditions)for wideband audio telephone handsets, cell phone handsets or headsets

Canada

2431526

07/09/2003

2431526

01/24/2006

549

7 kHz audio earpieces(low leak conditions and high leak conditions)for wideband audio telephone handsets, cell phone handsets or headsets

Europe

03253240.0

05/23/2003

1372352

12/17/2003

549

7 kHz audio earpieces(low leak conditions and high leak conditions)for wideband audio telephone handsets, cell phone handsets or headsets

0213732.1

06/14/2002

549

7 kHz audio earpieces(low leak conditions and high leak conditions)for wideband audio telephone handsets, cell phone handsets or headsets

10/460449

06/11/2003

553

Mitel 5230 IP Appliance

Canada

99306

05/02/2002

99306

01/15/2004

553

Mitel 5230 IP Appliance

Canada

99307

05/02/2002

99307

01/15/2004

553

Mitel 5230 IP Appliance

France

026602

10/31/2002

026602

04/25/2003

553

Mitel 5230 IP Appliance

France

026631

11/04/2002

694332

02/28/2003

553

Mitel 5230 IP Appliance

Germany

40209041.1

10/31/2002

40209041.1

12/06/2002

553

Mitel 5230 IP Appliance

Germany

40209289.9

11/01/2002

40209289.9

12/11/2002

553

Mitel 5230 IP Appliance

3008243

11/01/2002

3008243

11/19/2002

553

Mitel 5230 IP Appliance

3008244

11/01/2002

3008244

12/16/2002

553

Mitel 5230 IP Appliance

555

Replaceable Personal Digital Assistant Cradle for Desktop Telephone

Canada

2427775

11/03/2003

2427775

09/12/2006

555

Replaceable Personal Digital Assistant Cradle for Desktop Telephone

Europe

03252407.6

04/15/2003

1359731

07/20/2005

555

Replaceable Personal Digital Assistant Cradle for Desktop Telephone

France

03252407.6

04/15/2003

1359731

07/20/2005

555

Replaceable Personal Digital Assistant Cradle for Desktop Telephone

Germany

03252407.6

04/15/2003

1359731

07/20/2005

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

555

Replaceable Personal Digital Assistant Cradle for Desktop Telephone

03252407.6

04/15/2003

1359731

07/20/2005

555

Replaceable Personal Digital Assistant Cradle for Desktop Telephone

10/428608

05/02/2003

562

A Method of Acoustic Echo Cancellation in Full-duplex Hands Free Audio Conferencing with Spatial Directivity

Canada

2413217

01/22/2003

2413217

01/16/2007

562

A Method of Acoustic Echo Cancellation in Full-duplex Hands Free Audio Conferencing with Spatial Directivity

10/306154

11/29/2002

6990193

01/24/2006

564

A Method to Capture the Constant Echo Path Information in Full-Duplex Telephones

Canada

2414636

12/18/2003

2414636

09/12/2006

564

A Method to Capture the Constant Echo Path Information in Full-Duplex Telephones

10/321499

12/18/2002

570

A method of optimal microphone arry design under uniform acoustic coupling constraints

Canada

2481640

09/15/2004

2481640

02/06/2007

570

A method of optimal microphone arry design under uniform acoustic coupling constraints

Europe

04104469.4

09/15/2004

published 1517581

03/23/2005

570

A method of optimal microphone arry design under uniform acoustic coupling constraints

0321722.1

09/16/2003

570

A method of optimal microphone arry design under uniform acoustic coupling constraints

10/941961

09/16/2004

574

Detecting Acoustic Echoes using Microphone Arrays

Canada

2485728

10/21/2004

2485728

01/02/2007

574

Detecting Acoustic Echoes using Microphone Arrays

Europe

04105221.8

10/21/2004

574

Detecting Acoustic Echoes using Microphone Arrays

0324536.2

10/21/2003

574

Detecting Acoustic Echoes using Microphone Arrays

10/971213

10/21/2004

592

Parallel GSC Structure for Adaptive Beamforming Under Equalization Constraints

Canada

2506439

05/05/2005

592

Parallel GSC Structure for Adaptive Beamforming Under Equalization Constraints

Europe

05103862.8

05/10/2005

592

Parallel GSC Structure for Adaptive Beamforming Under Equalization Constraints

0410847.8

05/14/2004

592

Parallel GSC Structure for Adaptive Beamforming Under Equalization Constraints

11/125498

05/10/2005

6999378

02/14/2006

602

“Navigator” Computer-Telephony Device

Canada

110007

02/04/2005

110007

06/30/2006

602

“Navigator” Computer-Telephony Device

Europe

000384961

08/04/2005

000384961

10/04/2005

602

“Navigator” Computer-Telephony Device

29/235613

08/03/2005

11197

Data Storage System

07/409966

9/18/1989

5034915

07/23/91

111103

Wireless Telephone System

404010

09/07/89

5005183

04/02/91

111125

Digital Signal Processing System

Canada

1279393

01/22/91

111125

Digital Signal Processing System

142816

01/11/88

4862452

08/29/89

111138

Digital DTMF Tone Detector

Canada

566003

05/05/88

1289281

09/17/91

111138

Digital DTMF Tone Detector

8910226.3

05/04/89

2219174

05/04/89

111138

Digital DTMF Tone Detector

346750

05/03/89

5119322

06/02/92

111145

Trunk Cord with Distributed Signalling Voltages

Canada

574775

08/15/88

1289280

09/17/91

111145

Trunk Cord with Distributed Signalling Voltages

8918022.8

08/07/89

2222056

08/07/89

111145

Trunk Cord with Distributed Signalling Voltages

388942

08/03/89

4926467

05/15/90

111146

Apparatus for Testing

Canada

604279

06/28/89

1311570

12/15/92

111146

Apparatus for Testing

498102

03/23/90

4996702

02/26/91

111152

Programmable Threshold Alert

Canada

608745

08/18/89

1326530

01/25/94

111152

Programmable Threshold Alert

323374

03/14/89

4964155

10/16/99

111153

Group Emergency Call System

Canada

583164

11/15/88

1333296

11/29/94

111153

Group Emergency Call System

8925199.5

11/08/89

2225194

11/08/89

111153

Group Emergency Call System

426418

10/26/89

5166972

11/24/92

111159

Redundant Clock & Frame Pulse Synchronization System

Canada

571908

07/13/88

1302594

06/02/92

111171

Digitally Controlled Ringer Signal Generator

Canada

111171

Digitally Controlled Ringer Signal Generator

894632

06/05/92

5323456

06/21/94

111174

Modular Communication System with Allocatable Bandwidth

Canada

2056827

12/02/91

2056827

02/23/99

Patent

Grant

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

111174

Modular Communication System with Allocatable Bandwidth

9211157.4

05/26/92

2256349

05/26/92

111174

Modular Communication System with Allocatable Bandwidth

9507657.6

05/26/92

2286099

05/26/92

111174

Modular Communication System with Allocatable Bandwidth

9507658

05/26/92

2286318

05/26/92

111174

Modular Communication System with Allocatable Bandwidth

07/708769

05/31/91

5164940

11/17/92

111176

Compressed Language Dictionary

Canada

2051135

05/12/86

2051135

09/26/89

111176

Compressed Language Dictionary

9207399.8

04/02/92

2259596

04/02/92

111176

Compressed Language Dictionary

878854

05/05/92

5383121

01/17/95

111179

Programmable Call Progress Tones for a Switching System

Canada

2068154

05/07/92

2068154

01/14/97

111179

Programmable Call Progress Tones for a Switching System

9308617.1

04/26/93

2266820

111179

Programmable Call Progress Tones for a Switching System

050900

04/21/93

5436964

07/25/95

111182

Digital Class Receiver

Canada

2069142

05/21/92

2069142

04/02/96

111182

Digital Class Receiver

9309441.5

05/07/93

2267417

05/07/93

111182

Digital Class Receiver

922616

07/30/92

5400365

03/21/95

190112

Circuit for Maintaining Hybrid Cancellation of Signals in a Communication System

420648

10/11/89

5054062

10/01/91

190121

Digital key system architecture

8904889.6

03/03/89

2221596

08/05/92

190121

Digital key system architecture

386697

07/31/89

5202883

04/13/93

Jointly Owned Patents (Granted)

Patent

Grant

Status/Owner

Mitel #

Title

Country

Serial #

Date Filed

Patent #

Date

Mitel Networks Corporation & The University of Ottawa

425

Feature Interaction Resolution Using Policies event based model and Fuzzy Logic

Canada

2313497

07/10/2000

Mitel Networks Corporation & The University of Ottawa

436

Security Mechanisms and Architecture for Collaborative Software System using Tuple Spaces and Blackboard Systems

Canada

2321407

09/28/2000

2321407

05/17/2005

Mitel Networks Corporation & The University of Ottawa

436

Security Mechanisms and Architecture for Collaborative Software System using Tuple Spaces and Blackboard Systems

Germany

Mitel Networks Corporation & The University of Ottawa

436

Security Mechanisms and Architecture for Collaborative Software System using Tuple Spaces and Blackboard Systems

9923544.2

10/05/99

2355140

09/03/2003

Mitel Networks Corporation & The University of Ottawa

436

Security Mechanisms and Architecture for Collaborative Software System using Tuple Spaces and Blackboard Systems

09/676838

09/29/2001

Mitel Networks Corporation & The University of Ottawa

437

Policy representations and mechanisms for the control of software based communication and business systems

Canada

2319863

09/15/2000

2319863

07/18/2006

Mitel Networks Corporation & The University of Ottawa

437

Policy representations and mechanisms for the control of software based communication and business systems

Germany

Mitel Networks Corporation & The University of Ottawa

437

Policy representations and mechanisms for the control of software based communication and business systems

9922096.4

09/17/99

2,354,350

03/12/2004

Mitel Networks Corporation & The University of Ottawa

437

Policy representations and mechanisms for the control of software based communication and business systems

09/663026

09/15/2000

6778641

08/17/2004

The following Patents are licensed from Zarlink Semiconductor. In the event that Zarlink no longer wishes to retain the rights in these patents, the Corporation has the option to obtain an assignment of the Patents (without cost):

Filed

Mitel #

Title

Country

Serial #

Date Filed

Patent #

229B

Agent-Based Web Search Engine

Canada

2265292

03/15/99

229B

Agent-Based Web Search Engine

Germany

19913509.6

03/25/99

expired

229B

Agent-Based Web Search Engine

9806392.8

03/25/97

expired

229B

Agent-Based Web Search Engine

09275597

03/24/99

385B

Marker Packet Method Measuring Audio Signal to Packet Delays

Canada

385B

Marker Packet Method Measuring Audio Signal to Packet Delays

9925878.2

11/01/99

2355901

09/02/2003

S163B

Double-Talk and Path Change Detection Using A Matrix of Correlation Coefficients

Canada

2402511

09/10/2002

Granted

75B

Basic Rate Interface

Canada

2047641

07/23/91

2047641

01/11/2000

75B

Basic Rate Interface

185821

01/21/94

5432791

07/11/95

76B

Digital Wireless Interface

Canada

2,053,137

10/22/91

2053137

08/21/2001

76B

Digital Wireless Interface

Europe

92921240.5

10/22/91

0607250

12/17/97

76B

Digital Wireless Interface

08211574

10/01/91

5612990

03/18/97

95B

Multiple Access

9402479.1

02/09/94

2274961

11/12/96

95B

Multiple Access

08/191470

02/04/2000

5544158

08/06/96

98B (formerly
111188)

ST Bus DSP Interface

Canada

2080159-0

10/08/92

2080159

09/15/98

98B (formerly
111188)

ST Bus DSP Interface

Mexico

9306077

09/30/93

186222

10/01/97

98B (formerly
111188)

ST Bus DSP Interface

9319629.3

09/23/93

2271448

04/13/94

98B (formerly
111188)

ST Bus DSP Interface

08065533

05/21/93

5649148

07/15/97

116B

Digital FSK Receiver Using Double Zero Crossing

Canada

2116042

02/21/94

2116042

03/23/99

116B

Digital FSK Receiver Using Double Zero Crossing

Germany

19503576.3

02/03/95

19503576

11/13/97

116B

Digital FSK Receiver Using Double Zero Crossing

9502926

02/15/95

2286951

05/15/98

116B

Digital FSK Receiver Using Double Zero Crossing

08577777

02/21/94

5661759

08/26/97

117B

Programmable Digital Call Progress Tone Detector

Canada

2116043

02/21/94

2116043

09/23/97

117B

Programmable Digital Call Progress Tone Detector

Germany

19504514.9

02/11/95

19504514

02/27/97

117B

Programmable Digital Call Progress Tone Detector

9502893.2

02/15/95

2286746

04/29/98

117B

Programmable Digital Call Progress Tone Detector

199482

02/22/94

5563942

10/08/96

138B

Battery Switch for RAM Backup

08/235257

04/29/94

5532676

07/02/96

152B

Loop Current Detector

Canada

2146596

04/07/95

2146596

09/21/99

152B

Loop Current Detector

08225481

04/29/94

5768342

06/16/98

157B

Ring Discriminator

Canada

2164247

12/01/95

2164247

07/06/99

184B

Standby High Voltage Analog Line Feed

Canada

2180316

07/02/96

2180316

01/11/2000

184B

Standby High Voltage Analog Line Feed

08/675111

07/03/96

5889858

03/30/99

188B

Mechanism For Sharing of Guaranteed Resources

Canada

2313614

07/05/2000

2313614

09/16/2003

188B

Mechanism For Sharing of Guaranteed Resources

9916208.3

07/09/99

2353915

12/12/2001

188B

Mechanism For Sharing of Guaranteed Resources

09/611054

07/06/2000

220B

Digital Phase Reversal Detector

Canada

2161042

10/20/95

2161042

08/28/2001

220B

Digital Phase Reversal Detector

Europe

96933290.7

10/16/96

0 856 212

09/27/2000

Filed

Mitel #

Title

Country

Serial #

Date Filed

Patent #

220B

Digital Phase Reversal Detector

France

96933290.7

10/16/96

0 856 212

09/27/2000

220B

Digital Phase Reversal Detector

Germany

96933290.7

10/16/96

69610505.5

09/27/2000

220B

Digital Phase Reversal Detector

Japan

220B

Digital Phase Reversal Detector

96933290.7

10/16/96

0856212

09/27/0200

220B

Digital Phase Reversal Detector

09/051,355

06/25/98

6259750

07/10/2001

231B

Intelligent Message Leaving

Canada

2181199

07/15/96

2181199

08/21/2001

231B

Intelligent Message Leaving

9714811.8

05/15/97

2315385

08/09/2000

231B

Intelligent Message Leaving

08/893277

07/15/97

6167127

12/26/2000

237B

Multiplexing TAPI Calls into one Virtual TAPI Call

9805321.8

03/12/98

2323251

04/21/99

237B

Multiplexing TAPI Calls into one Virtual TAPI Call

08815596

03/12/97

5949765

09/07/99

263B

Internet Telephony Gateway

Canada

2180685

07/08/96

2180685

09/09/2003

263B

Internet Telephony Gateway

France

9708918

07/08/97

263B

Internet Telephony Gateway

Germany

19728878.2

07/07/97

263B

Internet Telephony Gateway

9714058.6

07/04/97

263B

Internet Telephony Gateway

08/885538

06/30/97

285B

Synchronization of Communication Devices Connected Over an Asynchronous Link

Canada

2,199,647

03/11/97

2199647

01/27/2004

300B

Circuit to Improve Transducer Separation in Handsfree Telephone

9803352.5

02/17/97

2322257

04/28/99

300B

Circuit to Improve Transducer Separation in Handsfree Telephone

08/802001

02/18/97

6438240

08/20/2002

318B

Method of Selecting Between Multiple Clock Drive Sources for a Backplane Clock Signal

Canada

2254310

11/16/98

2254310

06/05/2001

318B

Method of Selecting Between Multiple Clock Drive Sources for a Backplane Clock Signal

9724256.4

11/17/97

2331417

06/27/2001

318B

Method of Selecting Between Multiple Clock Drive Sources for a Backplane Clock Signal

09/193745

11/17/98

6163850

12/19/2000

320B

PASIC Digital Switching System

Canada

2275063

06/17/99

2275063

08/02/2005

320B

PASIC Digital Switching System

09/344064

06/25/99

328B

DNIC Peripheral Extender

Canada

2308012

05/11/2000

2308012

08/10/2004

328B

DNIC Peripheral Extender

9917644.8

05/13/99

2350010A

06/20/2001

328B

DNIC Peripheral Extender

09/570116

05/12/2000

6628776

09/30/2003

332B

Event Detector for OTP

Canada

2275116

06/18/99

2275116

10/28/2003

332B

Event Detector for OTP

9813971.0

06/30/98

2339119

05/21/2003

332B

Event Detector for OTP

09/343227

06/30/99

6741558

05/25/2004

334B

Call Processing with Synchronized Tuple Spaces

Canada

2316549

08/15/2000

334B

Call Processing with Synchronized Tuple Spaces

9920051.1

08/24/99

2353612

11/12/2003

334B

Call Processing with Synchronized Tuple Spaces

09/642,340

08/21/2000

7096259

08/22/2006

352B

Mechanism for discounting in a bidding process based on quality of Service

Canada

2288459

11/03/99

2288459

12/31/2002

352B

Mechanism for discounting in a bidding process based on quality of Service

9824567.3

11/09/98

2343583

05/05/2004

352B

Mechanism for discounting in a bidding process based on quality of Service

09/435857

11/08/99

6687682

02/03/2004

364B

Echo cancelling/suppression for handsets

Canada

2293911

12/29/99

2293911

06/01/2004

364B

Echo cancelling/suppression for handsets

9907102.9

03/26/99

2348350

02/18/2004

364B

Echo cancelling/suppression for handsets

09/488141

12/29/99

6999582

02/14/2006

365B

Locating Network Echos

Canada

2319639

09/14/2000

2319639

03/16/2004

365B

Locating Network Echos

9921555.0

09/14/99

2354414

12/22/2004

365B

Locating Network Echos

09/662259

09/14/2000

6947395

09/20/2005

379B

Adaptive Buffer Management for Voice Over Packet Based Networks

Canada

2288365

11/02/99

2288365

08/10/2004

379B

Adaptive Buffer Management for Voice Over Packet Based Networks

09/432540

11/03/99

6603759

08/05/2003

388B

A Method for Noise Dosimeter in Appliances Employing Earphones or Handsets

Canada

2293522

12/29/99

2293522

06/10/2003

Filed

Mitel #

Title

Country

Serial #

Date Filed

Patent #

388B

A Method for Noise Dosimeter in Appliances Employing Earphones or Handsets

9909708.1

04/27/99

2349466

10/15/2003

388B

A Method for Noise Dosimeter in Appliances Employing Earphones or Handsets

09/488151

01/20/2000

6507650

01/14/2003

389B

Telephone Headset Click-Free Muting Circuit

Canada

2286371

10/14/99

2286371

07/30/2002

389B

Telephone Headset Click-Free Muting Circuit

9822695.4

10/16/98

2342798

04/16/2003

389B

Telephone Headset Click-Free Muting Circuit

09/418704

10/15/99

6292560

09/18/2001

390B

A Technique for Eliminating the ‘Click’ Noise Associated with the Activation of a Microphone Mute Switch

Canada

2308544

05/15/2000

2308544

12/28/2004

390B

A Technique for Eliminating the ‘Click’ Noise Associated with the Activation of a Microphone Mute Switch

9911433.2

05/17/99

2350256

05/30/2001

390B

A Technique for Eliminating the ‘Click’ Noise Associated with the Activation of a Microphone Mute Switch

09/571808

05/16/2000

6690793

02/10/2004

393B

Improvement of the Full Duplex Speakerphone Start-up Sequence using Default LEC Coefficients

Canada

2291428

12/01/99

2291428

05/20/2003

393B

Improvement of the Full Duplex Speakerphone Start-up Sequence using Default LEC Coefficients

9826501.0

12/02/98

393B

Improvement of the Full Duplex Speakerphone Start-up Sequence using Default LEC Coefficients

09/453147

12/02/99

6768723

07/27/2004

396B

Click Free Muting Circuit for Headset

Canada

2291884

12/09/99

2291884

01/31/2006

396B

Click Free Muting Circuit for Headset

9827184.4

12/11/98

2344711

02/25/2004

396B

Click Free Muting Circuit for Headset

09/459321

12/10/99

6751316

06/15/2004

398B

A Hardware Mechanism to Control the Data Reception Buffers for Packetized Voice Channels......

Canada

2308648

05/17/2000

2308648

02/15/2005

398B

A Hardware Mechanism to Control the Data Reception Buffers for Packetized Voice Channels......

9912575.9

05/28/99

2350533

07/04/2001

398B

A Hardware Mechanism to Control the Data Reception Buffers for Packetized Voice Channels......

09/577397

05/22/2000

6721825

420B

Synchronization method and system for keeping track of encoding history to maintain digital system syncrhonization during communication over lossy transmission media

Canada

2309014

05/23/2000

2309014

11/02/2004

420B

Synchronization method and system for keeping track of encoding history to maintain digital system syncrhonization during communication over lossy transmission media

9913656.6

06/11/99

2350984

10/15/2003

420B

Synchronization method and system for keeping track of encoding history to maintain digital system syncrhonization during communication over lossy transmission media

09/587,721

06/05/2000

431B

Comfort Noise Generation

Canada

2308647

05/17/2000

2308647

01/04/2005

431B

Comfort Noise Generation

9912574.2

05/28/99

2350532

08/08/2001

431B

Comfort Noise Generation

09/577420

05/22/2000

435B

A hardware mechanism to detect silence on a packetized voice stream

Canada

2309525

05/26/2000

2309525

11/09/2004

435B

A hardware mechanism to detect silence on a packetized voice stream

0012884.3

05/30/2000

2352378

01/14/2004

435B

A hardware mechanism to detect silence on a packetized voice stream

09/580788

05/30/2000

6535844

03/18/2003

438B

Packet loss compensation by injecting spectrally shaped noise

Canada

2331228

01/17/2001

2331228

04/06/2004

438B

Packet loss compensation by injecting spectrally shaped noise

0001157.7

01/18/2000

2358558

10/15/2003

438B

Packet loss compensation by injecting spectrally shaped noise

7002913

02/21/2006

445B

An efficient hardware mechanism to calculate the energy of a U-law or A-law encoded digitized speach sample

Canada

2320713

09/26/2000

2320713

06/28/2005

445B

An efficient hardware mechanism to calculate the energy of a U-law or A-law encoded digitized speach sample

09/675577

09/22/2000

6775685

08/10/2004

Filed

Mitel #

Title

Country

Serial #

Date Filed

Patent #

447B

Comfort noise generation scheme for open discontinuous transmission systems

Canada

2326275

11/20/2000

2326275

03/23/2004

447B

Comfort noise generation scheme for open discontinuous transmission systems

09/717421

11/21/2000

6711537

03/23/2004

457B

Telephone loudspeaker equalization using a remote microphone

Canada

2391262

06/25/2002

2391262

05/03/2005

457B

Telephone loudspeaker equalization using a remote microphone

0116215.5

07/03/2001

2377353

06/29/2005

457B

Telephone loudspeaker equalization using a remote microphone

10/186305

06/26/2002

459B

Transport Protocols for Application Platforms Over Network Portals

Canada

2369383

459B

Transport Protocols for Application Platforms Over Network Portals

France

0200942

01/25/2002

0200942

03/10/2006

459B

Transport Protocols for Application Platforms Over Network Portals

Germany

10203764.7

01/25/2002

459B

Transport Protocols for Application Platforms Over Network Portals

0102138.5

01/27/2001

2371726

08/17/2005

459B

Transport Protocols for Application Platforms Over Network Portals

10/056404

01/25/2002

7068670

06/27/2006

465B

Integrated Data Clock Extractor

Canada

2338320

02/26/2001

2338320

05/11/2004

465B

Integrated Data Clock Extractor

0004672.2

02/28/2000

2359706

03/10/2004

465B

Integrated Data Clock Extractor

09/794,644

02/27/2001

6795514

09/21/2004

468B

Multi-Frequency (MF) Tone Detection Spectral Nulls

Canada

2342467

03/13/2001

2342467

05/25/2004

468B

Multi-Frequency (MF) Tone Detection Spectral Nulls

China

01109183.5

03/19/2001

ZL
01109183.5

01/19/2005

468B

Multi-Frequency (MF) Tone Detection Spectral Nulls

France

0103595

03/16/2001

0103595

07/09/2004

468B

Multi-Frequency (MF) Tone Detection Spectral Nulls

Germany

10112974

10/20/2005

468B

Multi-Frequency (MF) Tone Detection Spectral Nulls

0006576.3

03/17/2000

2360420

02/18/2004

468B

Multi-Frequency (MF) Tone Detection Spectral Nulls

11/318775

12/27/2005

7010117

03/07/2006

470B

A Method for line circuits to provide constant current and voltage feed capabilities

Canada

2342557

03/29/2001

2342557

06/08/2004

470B

A Method for line circuits to provide constant current and voltage feed capabilities

0007841.0

03/31/2000

2360906

10/15/2003

470B

A Method for line circuits to provide constant current and voltage feed capabilities

09/822943

03/30/2001

6865271

03/08/2005

470B

A Method for line circuits to provide constant current and voltage feed capabilities

11/354336

02/14/2006

471B

Utilizing sub packets for packet loss compensation in voice over IP networks

Canada

2372209

03/06/2001

2372209

05/30/2006

471B

Utilizing sub packets for packet loss compensation in voice over IP networks

China

01800431.8

03/06/2001

159250

06/15/2004

471B

Utilizing sub packets for packet loss compensation in voice over IP networks

Europe

01914855.0

06/06/2001

1183681

08/02/2006

471B

Utilizing sub packets for packet loss compensation in voice over IP networks

France

01914855.0

03/06/2001

1183681

08/02/2006

471B

Utilizing sub packets for packet loss compensation in voice over IP networks

Germany

10190890.3

03/06/2001

10190890

10/13/2005

471B

Utilizing sub packets for packet loss compensation in voice over IP networks

0005376.9

03/06/2000

2360178

04/14/2004

471B

Utilizing sub packets for packet loss compensation in voice over IP networks

09/800194

03/06/2001

6901069

05/31/2005

471B

Utilizing sub packets for packet loss compensation in voice over IP networks

11/110245

04/20/2005

482B

Method to register IP phones

Canada

2341111

03/16/2001

2341111

12/05/2006

Filed

Mitel #

Title

Country

Serial #

Date Filed

Patent #

482B

Method to register IP phones

09/810520

03/16/2001

6958992

10/25/2005

482B

Method to register IP phones

11/110069

04/20/2005

497B

Packet buffer memory with integrated allocation/deallocation circuit

Canada

2425278

04/14/2003

2425278

01/24/2006

497B

Packet buffer memory with integrated allocation/deallocation circuit

France

0304780

04/16/2003

2838537

02/09/2007

497B

Packet buffer memory with integrated allocation/deallocation circuit

Germany

10318300.0

04/15/2003

497B

Packet buffer memory with integrated allocation/deallocation circuit

2387677 A

10/22/2003

2387677

06/22/2005

501B

Noise Level Calculator for Echo Canceller

Canada

2,357,959

09/27/2001

2357959

02/28/2006

501B

Noise Level Calculator for Echo Canceller

23975.6

09/30/2000

501B

Noise Level Calculator for Echo Canceller

09/965881

09/28/2001

7146003

12/05/2006

111130B

Compensation Circuit for Use With an Integrating Amplifer

Germany

3806346.8

02/27/88

3806346

02/06/92

111130B

Compensation Circuit for Use With an Integrating Amplifer

Japan

057315/88

03/08/88

2109460

11/21/96

111130B

Compensation Circuit for Use With an Integrating Amplifer

8805580

03/09/88

2202413

10/23/91

111130B

Compensation Circuit for Use With an Integrating Amplifer

157862

01/24/91

4800586

01/24/89

111163B

Data Transfer

Canada

2019002

06/14/90

2019002

04/19/94

111163B

Data Transfer

Canada

2108836

06/14/90

2108836

08/19/97

111163B

Data Transfer

08/025838

03/03/93

5341370

08/23/94

111178B

Data Transport for Internal Messaging

Canada

2058654

12/31/91

2058654

12/29/98

111178B

Data Transport for Internal Messaging

Germany

P4243266.9

12/31/91

P4243266.9

01/17/2002

111178B

Data Transport for Internal Messaging

9227133.7

12/31/92

2263043

12/31/92

111178B

Data Transport for Internal Messaging

07/996662

12/24/92

5638366

06/10/97

S54

Telephone Handsfree Algorithm

Canada

2052351

09/27/91

2052351

05/23/2000

S54

Telephone Handsfree Algorithm

Germany

92920102.8

09/25/92

69223416.0

12/03/97

Licensed IP

“R/3 Software End User Value License Agreement with SAP Canada Inc.”, effective February 16th, 2001 and entered into between Mitel Networks Corporation and SAP Canada, Inc.

SECTION 4.22

INTELLECTUAL PROPERTY RIGHTS

Section 4.22(a): Owned IP

Exclusive Rights:

Pursuant to the TPC Agreement, upon the occurrence of certain events of default, TPC may direct the Corporation to transfer and deliver to TPC title to, and possession of, and all rights of the Corporation in the Intellectual Property (as defined in the TPC Agreement) developed in carrying out the Project (as defined in the TPC Agreement).

Joint Ownership:

The Corporation is a party to a Joint Development and Distribution Agreement with VCON Ltd., effective February 8th, 2000, pursuant to which VCON developed certain customizations to the Corporation’s products and the parties contributed certain intellectual property, in the case of the Corporation the MiTAI and MiNET protocols, to ensure the interoperability of the Corporation’s ICP and IP phones with VCON’s conferencing endpoints.

Also see Section 4.21 “Jointly Owned IP – Patents (Granted)” to this Disclosure Schedule.

Section 4.22(c): Rights Claims

The Corporation has received notifications requesting licensing arrangements or alleging infringement of patents from the following third parties:

***

Section 4.22(d): Contracts Impairing Right to Exploit Owned IP

As disclosed in Section 4.22(a) of this Disclosure Schedule, upon the occurrence of certain events of default under the TPC Agreement, TPC may direct the Corporation to transfer and deliver to TPC title to, and possession of, and all rights of the Corporation in the Intellectual Property (as defined in the TPC Agreement) developed in carrying out the Project (as defined in the TPC Agreement). The TPC

- 2 -

Agreement further limits the Corporation’s ability to use, sell, transfer, assign, commercially exploit or convey the Owned IP.

Section 4.22(f): Covenants not to Sue

***

Section 4.22(g) Contracts Granting Rights to use Owned IP

As disclosed in Sections 4.22(a) and 4.22(d) of this Disclosure Schedule, pursuant to the TPC Agreement, upon the occurrence of certain events of default, TPC may direct the Corporation to transfer and deliver to TPC title to, and possession of, and all rights of the Corporation in the Intellectual Property (as defined in the TPC Agreement) developed in carrying out the Project (as defined in the TPC Agreement).

***

Section 4.22(h): Validity or Enforceability of Owned IP

None.

Section 4.22(j): Development of Owned IP/Waiver of Moral Rights/IP of Third Parties

Contractors engaged through the Corporation’s subsidiary, Mitel Networks Limited, have not been required to irrevocably or unconditionally waive their moral rights and other non-assignable rights.

Section 4.22(l): Government Funding

As set out in Section 4.22(a) of this Disclosure Schedule, pursuant to the TPC Agreement, upon the occurrence of certain events of default, TPC may direct the Corporation to transfer and deliver to TPC title to, and possession of, and all rights of the Corporation in the Intellectual Property (as defined in the TPC Agreement) developed in carrying out the Project (as defined in the TPC Agreement). The TPC Agreement further limits the Corporation’s ability to use, sell, transfer, assign, commercially exploit or convey the Owned IP.

Section 4.22(n): Publicly Available Software

None.

Section 4.22(n): Disclosure of Source Code

As described in Section 4.19 (iii)(h) of this Disclosure Schedule, Mitel Networks Limited is a party to an escrow agreement with Marks & Spencer in the U.K., and NCC Escrow International Ltd., in favour of Marks & Spencer for the escrow of certain of the Corporation’s product source code.

SECTION 4.23

LITIGATION

Except as already disclosed under Sections 4.22 (c) and 4.28 of this Disclosure Schedule and as set out below, and only to the extent such disclosures would be considered to be Material, the Corporation is not aware of any other Legal Proceedings.

***

- 2 -

* * *

- 3 -

***

- 4 -

***

SECTION 4.24

INSURANCE

See Summary of Insurance 2006-2007 attached to this Section 4.24 as Appendix “A”.

***

SECTION 4.25

INSIDERS AND CONFLICTS OF INTEREST

Section 4.25(a): Contracts with Insiders

The Corporation is a party to those Contracts with Insiders as set forth in Section 4.19 of this Disclosure Schedule.

Section 4.25(b) Material Amounts due to or from Insiders

On-going lease obligations to Mitel Research Park Corporation in connection with the lease by the Corporation of 350 Legget Drive, Ottawa, Ontario, which lease is described in Section 4.13 of this Disclosure Schedule.

Section 4.25(c): Interests in other Business

As further described in Section 4.9 (c) of this Disclosure Section, the Corporation exercised the option to convert certain Natural Convergence Inc. warrants into shares and acquired 5,805,589 Class C Preferred Shares, 2,661,934 Class C Preferred Shares and 600,000 Common Shares. The Company currently holds less than a 6% interest in Natural Convergence Inc.

SECTION 4.28

COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC.

***

Schedule C

See Financial Statements accompanying this 20-F filing.

Schedule D


Name	Class 1		Warrants
Arsenal Holdco I, S.a.r.l.		205,819		15,596,446
Arsenal Holdco II, S.a.r.l.		13,928		1,055,429
Morgan Stanley Principal Investments, Inc.		43,340		3,284,196

Schedule E

RESTRUCTURING TRANSACTIONS

PRE-CLOSING

A. Shareholder Restructuring

Amended and Restated Consent and Waiver of the Shareholders dated August 15, 2007 pursuant to the Existing Shareholders Agreement, the Existing Registration Rights Agreement and the Articles

Second Amending Agreement made as of June 22, 2007 among the Shareholders and Mitel amending the put rights set forth in the Existing Shareholders Agreement

Common Share Repurchase and Voting Agreement between Zarlink and Mitel made as of May 30, 2007

Amended and Restated Common Share Repurchase, Voting and Conversion Agreement between PTIC and Mitel made as of August 15, 2007

Return of Capital, Voting and Conversion Agreement between EdgeStone and Mitel made as of June 22, 2007

Amended and Restated Warrant Repurchase, Voting and Conversion Agreement between WCC, CTJL, Matthews and Mitel made as of August 15, 2007

Form of Termination of Existing Shareholders Agreement and Existing Registration Rights Agreement

B. Noteholder Restructuring

Payout Letter and Consent of the Noteholders dated April 26, 2007

Amendment to the Noteholder Warrants pursuant to Payout Letter and Consent

Amendment to the Payout Letter and Consent of the Noteholders

Second Amendment to the Payout Letter and Consent of the Noteholders

Documents to be executed/actions to be taken immediately prior to closing of merger

Original Notes to be delivered to Mitel for cancellation by each of: (i) Highbridge; (ii) Fore Convertible; (iii) Fore Multi Strategy; and (iv) Marathon Funding

Original Noteholder Warrants to be delivered to Mitel by each of: (i) Highbridge; (ii) Fore Convertible; (iii) Fore Multi Strategy; and (iv) Marathon Special Opportunity Master Fund, Ltd.

Amended Warrant to be issued to each of: (i) Highbridge; (ii) Fore Convertible; (iii) Fore Multi Strategy; and (iv) Marathon Special Opportunity Master Fund, Ltd.

MITEL NETWORKS CORPORATION: Open Tax Audits

(as of July 31^st, 2007)

Income tax

Status: Desk audit assumed to be closed. No response to information sent May 31, 2006.

France

Income tax

Status: French tax authorities are presently auditing fiscal years 2003-2006.