Employment Agreement, dated as of February 15, 2016, between Mitel Mobility Inc. and BG Kumar

EMPLOYMENT

The Employee is employed on a full-time basis as a President, Mitel Mobile. The Employee shall report directly to Rich McBee.

The Employee is employed on a full-time basis for the Employer and it is understood that the hours of work involved will vary and may be irregular. The Employee acknowledges that this clause constitutes an agreement to work such hours.

The Employee acknowledges and hereby agrees to carry out all lawful instructions given to the Employee by the Employer.

The Employee acknowledges and hereby agrees to observe all policies of the Employer as the Employer may in its absolute discretion create from time to time and to perform all services associated with the position herein.

The Employee acknowledges and agrees that, during the currency of this agreement, the Employee shall devote the Employee’s full-time and skill to the duties and responsibilities contemplated herein and shall not be engaged in any other employment in any other capacity or any other activity that interferes with the provision of the services contemplated herein or that is for the benefit of any person, corporation or enterprise whose business interests are either competitive or in conflict with those of the Employer. The Employee is a fiduciary of the Employer and shall act at all times in the Employer’s best interests.

The Employee represents and warrants to the Employer that the execution and delivery of this Agreement by the Employee and the performance by the Employee of the services hereunder will not (with or without the giving of notice or lapse of time, or both) violate or breach any term or condition of, or constitute a default under, any agreement, document or instrument to which the Employee is a party or by which the Employee is bound including any non-competition or non-solicitation agreement.

The location of employment shall be Employer’s offices at 1700 International Parkway, Richardson, TX 75081, in the United States.

EMPLOYMENT TERM

COMPENSATION FOR SERVICES

For services rendered by the Employee in the course of the employment hereunder, the Employee shall receive an annual base salary of $310,000.00 (three hundred and ten thousand dollars, the “Base Salary”). The Base Salary shall be paid at such times and in such fashion as in keeping with the ordinary practices and policies of the Employer, as such may exist from time to time. The Base Salary may be reviewed periodically by the compensation committee of the Employer. Future increases, if any, shall be entirely discretionary without the necessity of an amendment hereto.

For services rendered by the Employee in the course of the employment hereunder and depending on the achievement of business goals, the Employee may be eligible to receive an annual variable, at-risk payment (the “Bonus”) equating to 65% of base salary. There is no guarantee of a Bonus in any particular year and under no circumstances is the Bonus to be considered part of the Employee’s Base Salary or other regular employment income.

The Employee shall be entitled to participate in any and all such additional benefits as are enjoyed from time to time by other employees, including senior executive employees, in accordance with the established practices and policies of the Employer as the Employer may in its absolute discretion create from time to time. The Employee shall be entitled to all perquisites offered to senior executives of the Employer. The Employer reserves the right to alter, amend or terminate all such benefits and perquisites at any time with or without notice.

The Employee shall be entitled to reimbursement for all ordinary and reasonable out-of-pocket business expenses that are incurred by the Employee in furtherance of the Employer’s business in accordance with the policies adopted from time to time by the Employer and subject to receipt of appropriate documentation.

The employee will receive a one-time sign-on bonus of $100,000, less applicable deductions for taxes and other withholdings as required by law or the policies of the company.

EQUITY GRANTS

VACATION

TERMINATION

the date on which the Employee gives notice of resignation to the Employer; or

the actual date of termination of employment (whether or not for cause).

Termination without Notice

the Employee retires;

the Employee is unable to perform substantially all of the Employee’s employment related duties for a period of more than either three (3) consecutive months, or six (6) months in the aggregate during any twelve (12) month period. Failure by the Employer to strictly rely upon this provision in any given instance or instances, shall not in any way constitute a waiver of the Employer’s rights as stated herein;

the Employee’s employment is terminated for Cause. For purposes of this Section 6(a)(iii), “Cause” shall mean any grounds at common law for which an employer is entitled to dismiss an employee summarily, and includes, without limitation, the following:

the Employee’s breach of a material term of this Agreement;

the Employee’s repeated and demonstrated failure to perform the material duties of the Employee’s position in a competent manner;

the conviction of the Employee for a criminal offence involving fraud or dishonesty, or which otherwise adversely impacts the reputation of the Employer;

the Employee or any member of the Employee’s immediate family making personal profit out of or in connection with a transaction or business opportunity to which the Employer is involved or otherwise associated with, without making disclosure to and seeking the prior written consent;

the Employee’s failure to act honestly and in the best interests of the Employer;

the Employee’s failure to comply with any Employer rules or policies of a material nature;

the Employee’s failure to obey reasonable instructions provided to the Employee in the course of employment, within five (5) calendar days of receiving written notice of such disobedience; or

any actions or omissions on the part of the Employee constituting gross misconduct or negligence resulting in material harm to the Employer; or

the Employee dies.

Termination Without Cause

The Employee will receive severance (the “Severance Payment”) equal to twelve (12) months’ compensation calculated in accordance with subparagraph iii. below;

Subject to the provisions of Sections 7 and 10, the Severance Payment will be paid by the Employer in a one-time lump sum.

For the purposes of subparagraph i. above, a month’s compensation will be equal to:

the Employee’s then current monthly base salary, plus

monthly bonus equal to 1/36^th of the total of all Bonuses paid to the Employee during the three (3) most recently completed fiscal years.

Subject to the terms and conditions of the applicable plans, the Employee shall also be entitled to continue to participate in health insurance benefits during such period up to twelve months, at his own expense at the same costs as an active employee.

Upon any termination under this Section 6(b), any stock options granted to the Employee that are fully vested as of the date of the Employee’s termination shall remain exercisable for the period determined in accordance with the Option Plan. Any stock options that have not vested as of the date of termination shall immediately expire. In no event shall any stock options continue to vest following any termination hereunder.

Termination by the Employee

Resignation

Payment of Accrued Vacation

EMPLOYEE COVENANTS

Acknowledgement: In the course of employment with the Employer, the Employee will maintain close working relationships with the customers, clients, suppliers, distributors, consultants, agents and employees of both the Employer and its affiliates. Due to the sensitive nature of the Employee’s position and the special access that the Employee will have to both the Employer’s Confidential Information (as hereinafter defined) and Intellectual Property (as hereinafter defined), the Employee will be in a position to irreparably harm the Employer should the Employee (either during the Employee’s term of employment with the Employer, or subsequent to the termination of such employment) enter into competition with the Employer (directly or indirectly) or otherwise make use of the specialized knowledge, contacts and connections obtained during the Employee’s employment to the detriment of the Employer. The Employee acknowledges that the unauthorized use or disclosure of such information could irreparably damage the Employer’s interests if made available to a competitor, or if used against the Employer for competitive purposes.

Confidential Information and Intellectual Property: During the course of the Employee’s employment with the Employer, the Employee will have access to and be entrusted with confidential information relating to the Employer, its customers, suppliers and employees (the “Confidential Information”), the particulars of which, if disclosed to competitors of the Employer or to the general public, would be detrimental to the best interests of the Employer. The Employee, therefore, agrees that the Confidential Information is the exclusive property of the Employer, and that while employed by the Employer and at all times thereafter, the Employee will not, without the prior written consent of the Employer, (i) reveal, disclose or make known any Confidential Information to any person, or (ii) use the Confidential Information for any purpose, other than for the purpose of the Employer. In addition, all worldwide rights, title and interest in any and all advances, computer programs, concepts, compositions, data, database technologies, designs, discoveries, domain names, drawings, formulae, ideas, improvements, integrated circuit typographies, inventions, know-how, mask works, sketches, software, practices, processes, research materials, trade-secrets, work methods, patents, trade-marks, copyright works and any other intellectual property (whether registrable or not) produced, made, composed, written, performed, or designed by the Employee, either alone or jointly with others, in the course of the

IPR and Confidentiality Agreement: Without limiting the generality of the foregoing, the Employee shall execute and be bound by the Mitel Intellectual Property Rights and Confidentiality Agreement, a copy of which is attached hereto as Schedule “A”.

Restrictive Covenants: The Employee agrees that without the express prior written consent of the Employer, during the Employee’s employment with the Employer and for a period of 12 months thereafter, the Employee will not, anywhere in Canada, the United States. the United Kingdom or any other territory where Employee has worked over the last twenty-four months , either alone or in conjunction with any individual, partnership, firm, association, syndicate, company or other entity, either as an individual or as a partner or joint venturer or as an employee, principal, consultant, agent, lender, shareholder (other than a passive holding of shares listed on a recognized North American stock exchange that does not exceed two percent of the outstanding shares so listed), officer, director, or in any other manner, whatsoever, directly or indirectly:

solicit or attempt to obtain the withdrawal from the Employer or any of its affiliates of any of their respective employees, contractors or consultants (provided, however, that any general public recruitment responded to by such employees, contractors or consultants will not breach this subparagraph);

approach, solicit or attempt to solicit any customer/client or potential customer/client, wherever situated, of the Employer or any of its affiliates, with whom the Employee had dealings on behalf of the Employer within the twelve (12) months prior to the cessation of the Employee’s employment with the Employer, in order to attempt to direct any such customer/client or potential customer/client away from the Employer or any of its affiliates;

engage in any Competitive Business, or in any way be employed by, associated or in any manner connected with any Competitor, in any position, role or area of responsibility similar to those for which the Employee had responsibilities in his last five (5) years of employment with the Employer. For the purposes of this paragraph, a Competitive Business or a Competitor means any business which engages in or proposes to engage in: (A) the same core business as that which is carried on by the Employer or by such affiliate; or (B) that business which is the subject of the Employer’s or such affiliate’s actual or demonstrably anticipated research and development. The Employer may in its absolute discretion from time to time designate any partnership, firm, association, syndicate, company or other entity as a directly competitive business for purposes of this paragraph 7, upon providing written notice of such designation to the Employee; or

divert, attempt to divert, derive a benefit from or otherwise profit from any maturing business opportunities which to the knowledge of the Employee were pursued or advanced by the Employer or any of its affiliates at any time within the twelve (12) months prior to the cessation of the Employee’s employment with the Employer.

In the event that the Employee breaches any of the Employee’s ongoing obligations under this Section 7, then notwithstanding anything to the contrary in the Option Plan or in any grant of options or in this Agreement:

any stock options granted to the Employee hereunder that are not yet expired, whether or not such stock options have vested or remain unvested, shall immediately expire; and

the Employee will immediately forfeit the already paid Severance Payment, and will not be entitled to receive any portion of, any unpaid remainder of the Severance Payment.

Each subparagraph or sub-subparagraph of this Section 7 shall be (and shall be construed as) a separate and distinct covenant, independent of and severable from all other subparagraphs or sub-subparagraphs of this Section 7.

The provisions of this paragraph 7 shall survive the cessation for any reason whatsoever of the employment relationship between the Employer and the Employee and shall be enforceable notwithstanding the existence of any claim or cause of action of the Employee against the Employer whether predicated upon this agreement or otherwise. Any such claim or cause of action will not constitute a defense to any injunction action, application or motion brought against the Employee by the Employer for purposes of enforcing the provisions of this paragraph 7.

DISCLOSURE

RESOLUTION OF DISPUTES

U.S. TAX PROVISIONS

Six-month delay: For purposes of this agreement, the terms “termination”, “cessation of employment”, “cessation of services” and “termination of employment” mean a separation from service as defined in Section 409A of the Internal Revenue Code of 1986, as amended and the applicable guidance thereunder (“Section 409A”). Notwithstanding the provisions of this agreement, if on the date of Employee’s termination, Employee is a “specified employee” as defined in Section 409A, and an exception from Section 409A’s requirements is not available as to any one or more payments or installments under this agreement or otherwise, Employee shall not receive a distribution of such payment or installment, until six months after the date of termination. If Employee is subject to the restriction described in the previous sentence, Employee will be paid on the first day of the seventh month after termination an amount equal to the benefit that Employee would have been paid during such six-month period absent such restriction. In furtherance of the application of all possible exceptions to requirements of Section 409A, each payment or installment shall be treated as a separate payment in order to maximize the application of payments during the “short term deferral period” under Section 409A.

Expenses: To the extent any indemnification payment, expense reimbursement, tax gross-up payment or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or

Section 409A Compliance. The payments under this agreement shall be interpreted to be exempt from Section 409A to the maximum extent possible, and if not exempt, shall be interpreted to comply with Section 409A. Notwithstanding the foregoing, the Employer makes no representation to Employee about 409A compliance and does not guarantee any tax result to the Employee. Employee is responsible for obtaining advice from a personal tax advisor.

CURRENCY AND DEDUCTIONS

APPLICABLE LAW

ENTIRE AGREEMENT

SEVERABILITY

ASSIGNMENT

NOTICES

If to the Employer, to it at:

If to the Employee, at:

INDEPENDENT LEGAL ADVICE

/s/ Rich McBee

/s/ BG Kumar

/s/ Greg Hiscock

Greg Hiscock