ShoreTel (SHOR) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.3

Unaudited Condensed Pro forma Combined Financial

Statements of ShoreTel, Inc. and Agito Networks,

Inc. as of and for the Year Ended June 30, 2010

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined balance sheet and statements of operations are presented to give effect to the purchase of substantially all of the assets, including the intellectual property portfolio, and the assumption of certain liabilities, (the “Transaction”) of Agito Networks, Inc. (“Agito”) by ShoreTel, Inc. (“ShoreTel”). The pro forma information was prepared based on the historical financial statements and related notes of ShoreTel and Agito after giving effect to the Transaction using the acquisition method of accounting. In addition, certain historical Agito balances have been reclassified to conform to ShoreTel’s presentation.

The unaudited pro forma combined balance sheet as of June 30, 2010 is presented as if the Transaction had occurred on June 30, 2010. The unaudited pro forma combined statement of operations combine the results of operations of ShoreTel and Agito for the year ended June 30, 2010 and are presented as if the Transaction had occurred on July 1, 2009.

The preliminary allocation of the purchase price used in the unaudited pro forma condensed combined financial statements is based upon an estimated valuation of certain assets and liabilities acquired as if the Transaction had occurred on June 30, 2010. The estimates and assumptions are subject to change upon the finalization of the valuation of the Transaction as of the actual acquisition date of October 19, 2010.

The unaudited pro forma condensed combined financial statements have been prepared for illustrative purposes only and are not intended to represent or be indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been achieved had ShoreTel and Agito been a combined company during the respective periods presented. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and/or cost savings that ShoreTel may achieve with respect to the combined companies. The unaudited pro forma financial statements also do not include the effects of restructuring activities and post merger synergy.

These unaudited pro forma condensed combined financial statements should be read in conjunction with ShoreTel’s historical consolidated financial statements and related notes included in its Form 10-K for the fiscal year ended June 30, 2010, filed on September 10, 2010, as well as Agito’s historical financial statements and related notes for the year ended December 31, 2009 and 2008, and for the six months ended June 30, 2010 and 2009, which are included as Exhibits 99.1 and 99.2, respectively, to this Form 8-K/A.

Pro forma Condensed Combined Balance Sheet as of June 30, 2010

(in thousands, except per share amounts)
	Historical
	Shoretel 6/30/2010			Agito 6/30/2010			Pro forma Adjustments					Combined Company
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	68,426		$	1,070		$	(11,375	)	(1	)	$	58,121
Short-term investments		47,375			—			—					47,375
Accounts receivable, net		24,596			415			—					25,011
Inventories		9,954			31			—					9,985
Prepaid expenses and other current assets		8,125			179			(48	)	(2	)		8,256
Total current assets		158,476			1,695			(11,423	)				148,748
Property and equipment - net		6,019			160			(96	)	(12	)		6,083
Intangible assets		—			—			4,220		(3	)		4,220
Goodwill		—			—			6,119		(4	)		6,119
Other long-term assets		6,226			158			(117	)	(5	)		6,267
TOTAL	$	170,721		$	2,013		$	(1,297	)			$	171,437
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	7,868		$	275		$	—				$	8,143
Accrued liabilities and other		10,061			89			—					10,150
Accrued employee compensation		8,261			200			—					8,461
Short term debt		—			3,463			(3,463	)	(6	)		—
Deferred revenue		19,450			786			(634	)	(11	)		19,602
Total current liabilities		45,640			4,813			(4,097	)				46,356
LONG-TERM LIABILITIES:
Long-term deferred revenue		9,269			—			—					9,269
Other long-term liabilities		1,346			95			(95	)	(7	)		1,346
Total liabilities		56,255			4,908			(4,192	)				56,971
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock		—			18,645			(18,645	)	(8	)	$	—
Common stock		222,491			470			(470	)	(8	)		222,491
Accumulated other comprehensive income		191											191
Accumulated deficit		(108,216	)		(22,010	)		22,010		(8	)		(108,216	)
Total stockholders’ equity (deficit)		114,466			(2,895	)		2,895					114,466
TOTAL	$	170,721		$	2,013		$	(1,297	)			$	171,437

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Pro forma Condensed Combined Statement of Operations

for the year ended June 30, 2010

(in thousands, except per share amounts)
	Historical
	Shoretel 6/30/2010			Agito 6/30/2010			Pro forma Adjustments					Combined Company
REVENUE:
Product	$	117,138		$	—		$	—				$	117,138
Support and services		31,326			—			—					31,326
Ratable product and services		—			894			—					894
Total revenue		148,464			894			—					149,358
COST OF REVENUE:
Product		40,471			—			—					40,471
Support and services		11,580			—			—					11,580
Ratable product and services		—			69			700		(9	)		769
Total cost of revenue		52,051			69			700					52,820
GROSS PROFIT		96,413			825			(700	)				96,538
OPERATING EXPENSES:
Research and development		33,596			2,674			—					36,270
Sales and marketing		55,973			2,058			43		(9	)		58,074
General and administrative		19,888			1,369			—					21,257
Total operating expenses		109,457			6,101			43					115,601
LOSS FROM OPERATIONS		(13,044	)		(5,276	)		(743	)				(19,063	)
OTHER INCOME (EXPENSE):
Interest income		408			15			—					423
Other		(324	)		(191	)		191		(10	)		(324	)
Total other income		84			(176	)		191					99
LOSS BEFORE INCOME TAXES		(12,960	)		(5,452	)		(552	)				(18,964	)
Income tax benefit (provision)		156			(8	)		—					148
NET LOSS	$	(12,804	)	$	(5,460	)	$	(552	)			$	(18,816	)
Net loss per share - basic and diluted	$	(0.29	)		—			—				$	(0.42	)
Shares used in computing net loss per share - basic and diluted		44,804			—			—					44,804

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Pro forma Adjustments

The accompanying unaudited pro forma condensed combined financial statements have been prepared as if the acquisition was completed on June 30, 2010 for balance sheet purposes and on July 1, 2009 for statement of operations and reflect the following pro forma adjustments:

(1) To record the purchase price of $11,375,000 paid in cash.

(2) To eliminate the amount of deferred cost of sales in Agito’s historical financial statements.

(3) To record the value of intangible assets recorded as a result of the acquisition. Intangibles are comprised of Existing Technology of $2.8 million with an estimated useful life of four years, In Process Research and Development of $1.1 million with an estimated useful life of three years and Customer Relationships of $0.3 million with an estimated useful life of seven years.

(4) To record the value of goodwill resulting from the acquisition.

(5) To eliminate the value of patents capitalized in Agito’s historical financial statements as the patents were considered in the valuation of intangibles above.

(6) To eliminate the debt not acquired under the merger agreement

(7) To eliminate the fair value of warrants recorded in Agito’s historical financial statements. The warrants were not acquired under the merger agreement.

(8) To eliminate Agito’s historical stockholder’s equity

(9) To record the estimated intangible amortization associated with the acquired intangible assets over an estimated life of four years for existing technology and seven years for customer relationships.

(10) To eliminate the interest expense related to debt and the change in the fair value of warrants as they were not acquired under the merger agreement.

(11) To record an adjustment to reflect the deferred revenue at fair value, representing the performance obligation under Agito’s existing contracts.

(12) To record the fair value adjustment for fixed assets.

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