MITEL NETWORKS CORPORATION
ROADSTER SUBSIDIARY CORPORATION
350 Legget Drive
Canada K2K 2W7
April 20, 2015
Ladies and Gentlemen:
Reference is made to that certain Tender Support Agreement, dated as of February 28, 2015 (the Tender Support Agreement), by and among you, Mitel Networks Corporation, a Canadian corporation (Parent), and Roadster Subsidiary Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub).
Pursuant to Section 5.3 of the Tender Support Agreement, Parent and Merger Sub hereby waive and fully release and discharge you from all of your covenants and obligations under Sections 1.1 (Agreement to Tender), 2.1 (Voting of Subject Shares) and 2.6 (Intervening Event) of the Tender Support Agreement. All other sections of the Tender Support Agreement shall be unmodified and remain in full force and effect in accordance with the terms of the Tender Support Agreement.
This letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
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|Very truly yours,|
|MITEL NETWORKS CORPORATION|
|ROADSTER SUBSIDIARY CORPORATION|
[Signature Page to Waiver Letter]