Arsenal Holdco I, S.a.r.l. and Arsenal Holdco II, S.a.r.l. Terence H. Matthews c/o Francisco Partners II, L.P. c/o Wesley Clover Corporation 555 2882 Sand Hill Road, Suite 280 Legget Drive Menlo Park, California 94025 Tower B, Suite 534 Ottawa,...Shareholders Agreement • August 28th, 2007 • EdgeStone Capital Equity Fund II - US GP, L.P. • Radio & tv broadcasting & communications equipment
Reference is made to that Shareholders Agreement, dated as of the date hereof (the "SHAREHOLDERS AGREEMENT"), by and among: Mitel Networks Corporation ("CORPORATION"), 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 ("EDGESTONE"), Power Technology Investment Corporation, Terence H. Matthews ("MATTHEWS"), Wesley Clover Corporation, Celtic Tech Jet Limited, Arsenal Holdco I, Sarl and Arsenal Holdco II, Sarl ("FRANCISCO PARTNERS"), Morgan Stanley Principal Investments, Inc. ("MORGAN STANLEY"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms under the Shareholders Agreement.
AMONG:Shareholder Agreement • August 28th, 2007 • EdgeStone Capital Equity Fund II - US GP, L.P. • Radio & tv broadcasting & communications equipment • Ontario
AMONG:Registration Rights Agreement • August 28th, 2007 • EdgeStone Capital Equity Fund II - US GP, L.P. • Radio & tv broadcasting & communications equipment • Ontario
EXHIBIT 99.3 ------------ THIS RETURN OF CAPITAL, VOTING AND CONVERSION AGREEMENT is made as of the 22nd day of June, 2007. BETWEEN: EDGESTONE CAPITAL EQUITY FUND II-B GP, INC., as agent for EdgeStone Capital Equity Fund II-A, L.P. and its parallel...Return of Capital, Voting and Conversion Agreement • August 28th, 2007 • EdgeStone Capital Equity Fund II - US GP, L.P. • Radio & tv broadcasting & communications equipment • Ontario
