TERMINATION AGREEMENT
Exhibit
10
THIS
TERMINATION AGREEMENT made effective as of August 16th, 2007
(the “Effective Date”).
BETWEEN:
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MITEL
NETWORKS CORPORATION, a corporation incorporated under the laws
of Canada (the “Corporation”)
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-and-
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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
CAPTIAL EQUITY FUND II NOMINEE, INC., as nominee for EdgeStone
Capital Equity Fund II-A, L.P. and its parallel investors (collectively
“EdgeStone”)
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-and-
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ZARLINK
SEMICONDUCTOR INC., a corporation incorporated under the laws of
Canada (“Zarlink”)
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-and-
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POWER
TECHNOLOGY INVESTMENT CORPORATION, a corporation incorporated
under the laws of Canada (“PTIC”)
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-and-
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XXXXXX
XXXXXX CORPORATION, a corporation incorporated under the laws of
Newfoundland and Labrador (“WCC”)
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-and-
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XXXXXXX
X. XXXXXXXX, an individual residing in the City of Ottawa,
Province of Ontario (“Xxxxxxxx”)
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-and-
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CELTIC
TECH JET LIMITED, a corporation incorporated under the laws of
Canada (“CTJL”)
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RECITALS:
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A.
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The
Corporation, EdgeStone, Zarlink, PTIC, WCC, Xxxxxxxx, Mitel Knowledge
Corporation and Mitel Systems Corporation entered into a shareholders
agreement dated as of April 23, 2004 (the “2004 Shareholders
Agreement”) to record their agreement as to the manner in which
the Corporation’s affairs would be conducted and to grant to each other
certain rights and obligations with respect to their ownership, directly
and indirectly, of the shares of the Corporation; subsequently, CTJL
purchased all the common shares of the Corporation held by Mitel
Knowledge
Corporation (“MKC”), became a party to the 2004 Shareholders Agreement and
MKC dissolved, and Mitel Systems Corporation was continued into
WCC.
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B.
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The
Shareholders Agreement was amended by the parties on June 26, 2006
and May
30, 2007 (the “Amending Agreements” and together with the
2004 Shareholders Agreement, the “Shareholders
Agreement”).
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C.
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The
Corporation, EdgeStone, Zarlink, PTIC, WCC, Xxxxxxxx, Mitel Knowledge
Corporation and Mitel Systems Corporation entered into a Registration
Rights Agreement made as of April 23, 2004 (the “Registration
Rights Agreement”); subsequently, Mitel Knowledge Corporation
dissolved, Mitel Systems Corporation was continued into WCC and CTJL
became a party to such registration rights
agreement.
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D.
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The
parties now desire to terminate the Shareholders Agreement as set
forth in
this Termination Agreement. In accordance with Section 11.3 of
the Shareholders Agreement, the Shareholders Agreement may be terminated
upon the written agreement of all the parties
thereto.
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E.
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The
parties now desire to terminate the Registration Rights Agreement
as set
forth in this Termination Agreement. In accordance with Section
3.9 of the Registration Rights Agreement, the Registration Rights
Agreement may be terminated upon the approval in writing by the
Corporation, EdgeStone and each Holder (as defined in the Registration
Rights Agreement) holding not less than 5,000,000 Registrable Securities
(as defined in the Registration Rights
Agreement).
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THEREFORE
in consideration of $1.00 and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:
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1.
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Termination
of Shareholders Agreement. As and from the Effective
Date, the Shareholders Agreement is hereby terminated in its
entirety.
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2.
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Valid
Termination. This Termination Agreement, being duly
executed by all parties to the Shareholders Agreement, constitutes
a valid
termination of the Shareholders Agreement in accordance with Section
11.3
of the Shareholders Agreement.
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3.
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Satisfaction
of all Obligations. Each of the Shareholders (as
defined in the Shareholders Agreement) hereby acknowledges that the
Corporation and each of the other Shareholders has fulfilled all
of its
respective obligations under or in connection with the Shareholders
Agreement, and agrees that all of such Shareholder’s rights under such
agreement are terminated as provided for in this Termination
Agreement. Each of the
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3 -
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Corporation
and the Shareholders acknowledges that neither the Corporation nor
any of
the other Shareholders has any further liability to the Corporation
or the
Shareholders with respect to any rights or obligations
thereunder.
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4.
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Termination
of Registration Rights Agreement. As and from the
Effective Date, the Registration Rights Agreement is hereby terminated
in
its entirety.
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5.
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Valid
Termination. This Termination Agreement, being duly
executed by the Corporation and all Holders (as defined in the
Registration Rights Agreement), constitutes a valid termination of
the
Registration Rights Agreement in accordance with Section 3.9 of the
Registration Rights Agreement.
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6.
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Satisfaction
of all Obligations. Each of the Holders (as defined in
the Registration Rights Agreement) hereby acknowledges that the
Corporation and each of the other Holders has fulfilled all of its
respective obligations under or in connection with the Registration
Rights
Agreement, and agrees that all of such Holder’s rights under such
agreement are terminated as provided for in this Termination
Agreement. Each of the Corporation and the Holders acknowledges
that neither the Corporation nor any of the other Holders has any
further
liability to the Holders with respect to any rights or obligations
thereunder.
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7.
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General.
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(a)
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Entire
Agreement. This Termination Agreement constitutes the
entire agreement between the parties with respect to the subject
matter
hereof and cancels and supersedes any prior understandings and agreements
between the parties with respect to such subject
matter.
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(b)
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Further
Assurances. Each of the parties hereto shall with reasonable diligence
do all such things and provide all such reasonable assurances as
may be
required to consummate the transactions contemplated by this Termination
Agreement, and each party shall provide such further documents or
instruments required by any other party as may be reasonably necessary
or
desirable to effect the purpose of this Termination Agreement and
carry
out its provisions.
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(c)
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Governing
Law. This Termination Agreement shall be construed in accordance
with
the laws of the Province of Ontario and the laws of Canada applicable
therein and shall be treated in all respects as an Ontario contract.
Any
action, suit or proceeding arising out of or relating to this Termination
Agreement shall be brought in the courts of the Province of Ontario
and
each of the parties hereby irrevocably submits to the jurisdiction
of such
courts.
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(d)
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Counterparts.
This Termination Agreement may be executed in several counterparts,
each
of which, when executed by a party hereto, shall be deemed to be
an
original and such counterparts shall together constitute one and
the same
instrument.
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4 -
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(e)
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Facsimile.
Execution and delivery of a facsimile transmission of this Termination
Agreement shall constitute delivery of an executed original and shall
be
binding on the party whose signature appears on the transmitted
copy.
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[Remainder
of this page left intentionally blank – Signature pages
follow]
IN
WITNESS OF WHICH the parties have executed this Termination Agreement
effective as of the Effective Date.
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MITEL
NETWORKS CORPORATION
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By:
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/s/
Xxxxx Xxxxxxx
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Name:
Xxxxx Xxxxxxx
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Title:
Chief Financial Officer
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[Signature
page to Termination Agreement.]
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EDGESTONE
CAPITAL EQUITY FUND II-B GP, INC., as agent for EdgeStone Capital
Equity
Fund II-A, L.P. and its parallel investors
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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Title:
CIO and Managing Partner
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EDGESTONE
CAPITAL EQUITY FUND II NOMINEE, INC., as nominee for EdgeStone Capital
Equity Fund II-A, L.P. and its parallel investors
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
Xxxxxxx X. Xxxxxx
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Title:
CIO and Managing Partner
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[Signature
page to Termination Agreement.]
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ZARLINK
SEMICONDUCTOR INC.
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By:
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/s/
Xxx XxXxxxxx
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Name:
Xxx XxXxxxxx
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Title:
Senior Vice President
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[Signature
page to Termination Agreement.]
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POWER
TECHNOLOGY INVESTMENT CORPORATION
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By:
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/s/
Xxxxx Xxxxx
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Name:
Xxxxx Xxxxx
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Title:
President and CEO
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[Signature
page to Termination Agreement.]
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XXXXXX
XXXXXX CORPORATION
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
Xxxx Xxxxxxxx
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Title:
President
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CELTIC
TECH JET LIMITED
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
Xxxx Xxxxxxxx
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Title:
President
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[Signature
page to Termination Agreement.]
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SIGNED,
SEALED AND DELIVERED
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)
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in
the presence of:
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)
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)
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)
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)
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/s/ Xx. Xxxxxxx X. Xxxxxxxx | |
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Witness
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)
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Xx.
Xxxxxxx X. Xxxxxxxx
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)
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[Signature
page to Termination Agreement.]
