BLACKBERRY Ltd (Form: 8-K, Received: 08/24/2020 15:10:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

August 21, 2020

Date of Report (date of earliest event reported)

BlackBerry Limited

(Exact name of registrant as specified in its charter)

Canada

001-38232

98-0164408

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

2200 University Ave East

Waterloo

Ontario

Canada

N2K 0A7

(Address of Principal Executive Offices)

(Zip Code)

(519) 888-7465

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	BB	New York Stock Exchange
Common Shares	BB	Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 8.01. Other Events.

On August 21, 2020, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The consent agreements discussed in the press release are attached as Exhibits 99.2 and 99.3 to this report.

Item 9.01. Financial Statements and Exhibits


Exhibit No.						Description
99.1						BlackBerry Limited press release dated August 21, 2020
99.2						Consent Agreement with Hamblin Watsa Investment Counsel Ltd.
99.3						Consent Agreement
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BlackBerry Limited

Date:

August 24, 2020

By:

/s/ Steve Rai

Name:

Steve Rai

Title:

Chief Financial Officer

BlackBerry Provides Additional Details Regarding Proposed Debt Refinancing

WATERLOO, ONTARIO – August 21, 2020 – BlackBerry Limited (NYSE: BB; TSX: BB) is providing in this press release additional disclosure concerning the proposed refinancing of its outstanding US$605 million principal amount of 3.75% unsecured convertible debentures (TSX: BB.DB.V) (the “3.75% Debentures”), which mature on November 13, 2020. The Company announced the proposed refinancing on July 22, 2020, and intends to complete the transaction on September 1, 2020.

Background

After the 3.75% Debentures became a current liability of the Company in late 2019, the Company began to actively consider options to refinance all or a part of the 3.75% Debentures, having regard to potential uses of the Company’s available cash resources and its liquidity needs going forward. Options for obtaining financing through public or private offerings of securities were impacted by the onset of the COVID-19 pandemic in North America in early March, with continuing pressure on market sentiment and the valuation of the Company’s common shares through the second quarter of 2020. Nevertheless, the Company worked with prospective underwriters in furtherance of a potential private marketed convertible debt offering targeted to U.S. investors, should market conditions and available financial terms prove favourable.

In late June 2020, the Company’s Board of Directors authorized a pricing committee consisting of Mr. Chen (the Company’s Executive Chair and Chief Executive Officer) and Ms. Stymiest (the Chair of the Audit and Risk Management Committee of the Board) to make decisions in relation to a proposed offering in the following week, subject to market conditions. Promptly after that Board meeting, Mr. Watsa, Lead Director of the Company and the Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited (“Fairfax”), approached Mr. Chen to express interest in extending the term of Fairfax’s existing financing for three years with a coupon and conversion price comparable to the terms anticipated by the Company’s underwriters for the marketed offering.

The Company’s Board met on two occasions in late June and early July, without Mr. Watsa in attendance, to discuss the Fairfax proposal. Perella Weinberg Partners LP provided financial advice to the Board, including a comparison of the Fairfax proposal against the potential marketed offering and a discussion of risks associated with the two alternatives, including certainty of execution and the expected future profile of the securityholder base. The Company’s relationship with Fairfax, including public perceptions thereof, was discussed by the Board. The Board authorized management to proceed with the development of the Fairfax proposal with the objective of reaching agreement on terms that would be consistent with, or superior from the perspective of the Company to, the terms expected to be available in a marketed offering, based on advice from the Company’s financial advisors and prospective underwriters. The Board also required that the conversion price represent an acceptable premium over market at the time of announcement.

Negotiations with Fairfax ensued, with Tim Dattels (a member of the Board) and members of management conducting negotiations on behalf of the Company with Mr. Watsa and other members of Fairfax management. As noted above, Mr. Watsa did not participate in any Board discussion of the Fairfax proposal, or in the decision to proceed with the Fairfax proposal in lieu of another financing option, and he did not vote on the resolution to approve the proposed transaction. The Company was advised in the process by independent Canadian and U.S. counsel, Torys LLP and Morrison & Foerster LLP. Fairfax was advised by McCarthy Tétrault LLP.

Terms and Structure of the Proposed Transaction

Ultimately, the parties agreed on the proposed refinancing involving the issuance of 1.75% unsecured convertible debentures of the Company (“1.75% Debentures”) with a three-year term and a conversion price of US$6.00, which represented a premium to market of approximately 25% at the time of announcement.

The terms of the 1.75% Debentures and the 3.75% Debentures are equivalent in all material respects, except for the interest rate payable, the maturity dates, the conversion price, and the addition of a “blocker” provision under which the 1.75% Debentures cannot be converted to the extent that, after giving effect to the conversion, the holder would beneficially own or exercise control or direction over more than 19.99% of the Company’s then issued and outstanding shares (determined in accordance with applicable Canadian securities laws).

Additionally, Fairfax will be subject to a separate “standstill” provision to the effect that it and its affiliates will not: (i) acquire or offer to acquire by any means whatsoever beneficial ownership of any Common Shares, (ii) without limiting clause (i) above, acquire or offer to acquire by any means whatsoever beneficial ownership of any securities of the Company if, following any such acquisition, Fairfax would, directly or indirectly, together with their joint actors, beneficially own more than 19.99% of the outstanding Common Shares (assuming, for this purpose, the conversion into, or exchange or exercise for, Common Shares of all securities beneficially owned by Fairfax and their joint actors that are convertible into, or exchangeable or exercisable for, Common Shares), (iii) propose or seek to effect any merger, business combination, tender offer, exchange offer, take-over bid, statutory arrangement, material asset purchase transaction or other change of control, business combination or business disposition transaction involving the Company, its shareholders (in their capacity as shareholders of the Company) or its securities, (iv) effect, conduct or participate in any solicitation of proxies with respect to any securities of the Company (other than any solicitation of proxies conducted by management of the Company), it being recognized that Fairfax shall, however, be entitled to vote their Common Shares in their sole discretion, (v) otherwise attempt to control the management or Board of the Company, (vi) make any public announcement or disclosure regarding an intention to do any action restricted by any of the foregoing, or (vii) advise, assist, encourage or act as a financing source for or otherwise join with or invest in any other person in connection with any action restricted by any of the foregoing, in each case without the prior written consent of the Company. These restrictions will cease to apply after six months or following the announcement or disclosure of a Company-supported take-over bid or a third party agreement with the Company to acquire a majority of the Company’s assets or voting securities.

The Company believes that the terms of the proposed transaction align with the Company’s objectives of reducing its overall indebtedness, significantly reducing its interest expense and managing potential future dilution in a manner that does not introduce Fairfax as a control person, while also avoiding unfavourable stock price impacts and trading activity that might be expected to result from a widely-marketed offering of convertible debentures.

Structurally, the refinancing will be completed in a manner analogous to the process followed when the Company issued the 3.75% Debentures in 2016. The Company will cause the early redemption of all of the outstanding the 3.75% Debentures on September 1, 2020 for 101.6854508% of the principal amount, which is equal to the face value of the 3.75% Debentures plus the ordinary interest payment due on September 1, 2020 and the final interest payment that would otherwise be due on the scheduled November 13, 2020 maturity date. No early redemption premium or other incremental amounts will be payable to Fairfax or the other holders of the 3.75% Debentures; the only change to their pre-existing economic interests is that they will effectively receive their final interest payment on September 1 instead of on November 13.

Fairfax will effectively exchange the US$500,000,000 principal amount repaid to it in respect of the 3.75% Debentures beneficially owned or controlled by Fairfax and its affiliates for an equivalent principal amount of 1.75% Debentures. Another institutional holder that is not related to the Company or Fairfax will also effectively exchange approximately US$35,000,000 principal amount of 3.75% Debentures for 1.75% Debentures.

Related Party Considerations

The Company understands that, as of July 21, 2020, Fairfax and certain of its wholly-owned or controlled subsidiaries, including Hamblin Watsa Investment Counsel Ltd. (collectively, the “Fairfax Group”), beneficially owned or exercised control or direction over approximately 46,724,700 Common Shares representing approximately 8.4% of the issued and outstanding common shares of the Company (the “Common Shares”) on a non-diluted basis, or 96,724,700 Common Shares representing approximately 16.0% of the issued and outstanding Common Shares assuming conversion of all 3.75% Debentures that the Fairfax Group beneficially owns, controls or directs. After giving effect to the proposed transaction, the Fairfax Group will beneficially own, or exercise control or direction over the same number of Common Shares on a non-diluted basis, or 130,058,033 Common Shares, or 20.3% of 638,852,187 Common Shares issued and outstanding on a partially diluted basis. However, as discussed above, the 1.75% Debentures will include “blocker” language to preclude the exercise of the conversion right to the extent that it would result in a holder and its joint actors beneficially owning, or exercising control or direction over, more than 19.99% of the outstanding Common Shares after giving effect to the conversion. In light of the foregoing, the Company does not believe that Fairfax’s participation in the refinancing will materially affect the control of the Company, including as that term is applied for the purposes of the TSX Company Manual.

Based on its current ownership level, although the Fairfax Group is not an insider of the Company for purposes of the TSX Company Manual, as its undiluted ownership is below 10%, it is a “related party” based on its partially diluted ownership for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators (“MI 61-101”). The Company considered the application of MI 61-101 to the proposed transaction and determined that the exemptions from the valuation and minority approval requirements in sections 5.5(a) and 5.7(a) of MI 61-101 would be available (the “25% exemption”). The 20-day average closing price of the Common Shares on the TSX on June 30, 2020 was C$6.99, or US$5.13 based on the June 30 daily Bank of Canada exchange rate, and the Company had approximately 555,836,378 Common Shares issued and outstanding on that date. Accordingly, the Company’s market capitalization was approximately US$2.85 billion at that date, and 25% of this amount is approximately US$712 million.

When the Company redeems the 3.75% Debentures in the proposed transaction, Fairfax will receive US$500,000,000 in repayment of the principal amount of the 3.75% Debentures that it holds and then will return that amount to the Company in consideration for 1.75% Debentures. The economic value and subject matter of this exchange transaction is US$500,000,000, plus the value of the interest that Fairfax would otherwise be paid to maturity as described above. The interest entitlement will be the same for Fairfax and all other holders of the 3.75% Debentures and no other consideration or benefit is payable to or to be received by the Fairfax Group and its affiliates in connection with the transaction. In the case of Fairfax, the aggregate interest amount is US$8,427,254.10.

Having regard to the limited time remaining to maturity of the 3.75% Debentures, the trading price of the 3.75% Debentures (only trading at a 1% premium to par, with limited liquidity) and the fact that no incremental value or consideration will be received by the holders of the 3.75% Debentures relative to their existing entitlements, the Company does not believe that the early redemption provides any material value or benefit to the debentureholders. Accordingly, the Company does not believe that the subject matter or economic effect of the

accelerated maturity of the 3.75% Debentures is a material factor that would compromise the availability of the 25% exemption.

The Company is relying on an exception in Section 312.03T of the New York Stock Exchange Listed Company Manual from the New York Stock Exchange shareholder approval requirements for the issuance of the 1.75% Debentures to Fairfax. In addition to the Board approval noted above, the Audit and Risk Management Committee of the Board, which is comprised solely of independent, disinterested directors, has approved reliance on this exception and determined that the transaction is in the best interest of the Company and its shareholders.

About BlackBerry

BlackBerry (NYSE: BB; TSX: BB) provides intelligent security software and services to enterprises and governments around the world. The company secures more than 500M endpoints including over 175M cars on the road today. Based in Waterloo, Ontario, the company leverages AI and machine learning to deliver innovative solutions in the areas of cybersecurity, safety and data privacy solutions, and is a leader in the areas of endpoint security management, encryption, and embedded systems. BlackBerry’s vision is clear - to secure a connected future you can trust.

BlackBerry. Intelligent Security. Everywhere.

For more information, visit BlackBerry.com and follow @BlackBerry.

Trademarks, including but not limited to BLACKBERRY and EMBLEM Design are the trademarks or registered trademarks of BlackBerry Limited, and the exclusive rights to such trademarks are expressly reserved. All other trademarks are the property of their respective owners. BlackBerry is not responsible for any third-party products or services.

###

Investor Contact:

BlackBerry Investor Relations

(519) 888-7465

Investor_relations@BlackBerry.com

CONSENT AGREEMENT

July 21, 2020

BlackBerry Limited

2200 University Avenue East

Waterloo, Ontario N2K 0A7

Canada

Dear Sirs/Madams:

Re: Consent Agreement with respect to the Amendment of 3.75% Convertible Unsecured Debentures due November 13, 2020 (CUSIP C10268AC1 / ISIN CAC10268AC17; CUSIP 09228FAE3 / ISIN CA09228FAE30; CUSIP 09228FAF0 / ISIN US09228FAF09)

The undersigned understands that BlackBerry Limited (the “Company”) wishes to amend that certain trust indenture dated as of September 7, 2016 (the “Indenture”) among the Company, as issuer, BlackBerry Corporation, BlackBerry UK Limited, BlackBerry Singapore Pte. Limited, Good Technology Corporation and QNX Software Systems Limited as guarantors and BNY Trust Company of Canada (the “Trustee”) providing for the issuance of US$605,000,000 aggregate principal amount of 3.75% Convertible Unsecured Debentures due November 13, 2020 (the “Debentures”).

The undersigned exercises sole investment management control or direction over US$500,000,000 aggregate principal amount of Debentures as set forth on Schedule “A”, representing 82.64% of the issued and outstanding Debentures. The undersigned is authorized to enter into this letter agreement and to perform or to cause the performance of its obligations hereunder.

All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Indenture.

The undersigned hereby agrees, in its capacity as the investment manager that exercises control or direction over Debentures beneficially owned by various affiliates of Fairfax Financial Holdings Limited, from the date hereof until the date the Indenture is amended in accordance with its terms:

i.to vote or to cause to be voted the Debentures over which control or direction is exercised, by each of the holders listed on Schedule “A” (the “Holder Securities”), in favour of the amendments to the Indenture in order to provide for an earlier redemption of the Debentures (the “Amendments”) and any other matter necessary for the completion of the Amendments (including in favour of all related matters recommended by management and/or the board of directors of the Company in connection with the transactions contemplated herein);

ii.to execute and deliver such consents, authorizations, proxies and other documents requested by the Company as necessary to give effect to the Amendments and to cause its agents to do the same (including, for greater certainty, directing the participant in CDS Clearing and Depository Services Inc. (“CDS”) and in The Depository Trust Company (“DTC”) through which it holds the Debentures to provide to CDS and DTC instructions in the form attached as Schedule “C” and to be mutually agreed directing the Trustee to give effect to the Extraordinary Resolution described therein), which consents, authorizations, proxies and other documents will be executed no later than August 21, 2020;

iii.to not take any other action of any kind which might reasonably be regarded as likely to reduce the success of, or delay, impede or interfere with the completion of, the Amendments;

iv.to not (i) assist any person, entity or group in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Company in connection with the transactions contemplated hereby or the Amendments or (ii) act jointly or in concert with others for the purpose of opposing or competing in connection with the transactions contemplated hereby or the Amendments;

v.except as required pursuant to this letter agreement (including to give effect to clause (a) above), to not grant or agree to grant any proxy or other right to vote the Holder Securities or enter into any voting trust or pooling agreement or arrangement in respect of the Holder Securities or enter into or subject any of the Holder Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof in connection with the Amendments;

vi.to subscribe for US$500,000,000 aggregate principal amount of a new series of debentures having the terms as set forth in Schedule “B”attached hereto (together with the Amendments, the “Transaction”); and

vii.to not option, transfer, sell, gift, pledge, hypothecate, encumber or otherwise dispose of any of the Holder Securities or enter into any agreement, arrangement or understanding in connection therewith.

Each of the undersigned and the Company agree that the transactions contemplated hereby are conditional upon the Company securing support for the Extraordinary Resolution from holders of 85% of the outstanding principal amount of the Debentures, and the Company shall not be required to take any steps hereunder absent agreements confirming such support.

From the closing of the Transaction and for six months thereafter, Fairfax Financial Holdings Limited, its subsidiaries and controlled affiliates (collectively, “Fairfax”) shall not, directly or indirectly and whether alone or by acting jointly or in concert with any other person, in any manner, without the prior written consent of the board of directors of the Company: (i)

acquire or offer to acquire (whether publicly or otherwise) by any means whatsoever beneficial ownership of any common shares of the Company (the “Common Shares”), (ii) without limiting clause (i) above, acquire or offer to acquire (whether publicly or otherwise) by any means whatsoever beneficial ownership of any securities of the Company if, following any such acquisition, Fairfax would, directly or indirectly, together with their joint actors, beneficially own more than 19.99% of the outstanding Common Shares (assuming, for this purpose, the conversion into, or exchange or exercise for, Common Shares of all securities beneficially owned by Fairfax and their joint actors that are convertible into, or exchangeable or exercisable for, Common Shares), (iii) propose or seek to effect (whether publicly or otherwise) any merger, business combination, tender offer, exchange offer, take-over bid, statutory arrangement, material asset purchase transaction or other change of control, business combination or business disposition transaction involving the Company, its shareholders (in their capacity as shareholders of the Company) or its securities, (iv) effect, conduct or participate in any solicitation of proxies with respect to any securities of the Company (other than any solicitation of proxies conducted by management of the Company), it being recognized that Fairfax shall, however, be entitled to vote their Common Shares in their sole discretion, (v) otherwise attempt to control the management or board of directors of the Company, (vi) make any public announcement or disclosure regarding an intention to do any action restricted by any of the foregoing, or (vii) advise, assist, encourage or act as a financing source for or otherwise join with or invest in any other person in connection with any action restricted by any of the foregoing, in each case without the prior written consent of the Company. Notwithstanding the foregoing, this paragraph shall not apply to Fairfax following the public announcement of or public disclosure of (a) the commencement of a takeover bid which if completed would result in the acquisition of a majority of any class of outstanding voting securities of the undersigned by any person or group of persons (other than Fairfax) and which the Company has recommended or agreed to recommend or support, or (b) the undersigned’s entry into an agreement for the acquisition by a third party of a majority of the voting securities or assets of the undersigned.

Each of the undersigned further acknowledges and agrees that the transactions contemplated hereby are subject to the approval of the Toronto Stock Exchange (the “TSX”) and The New York Stock Exchange (the “NYSE”), and no shareholder approval of such transactions is to be obtained in accordance with the requirements of the TSX and the NYSE.

Each of the undersigned hereby represents and warrants that this letter agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against each of the undersigned in accordance with its terms, and the performance by each of the undersigned of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which such undersigned will be a party and by which such undersigned will be bound at the time of such performance.

This letter agreement shall terminate and be of no further force and effect upon the earlier of (a) the effective date of the Amendments, and (b) September 4, 2020.

The terms of this letter agreement shall remain confidential and no party shall disclose the terms or existence of this letter agreement to any person except that the Company shall be permitted to disclose the agreement in order to comply with applicable Canadian and U.S. securities laws.

This letter agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and the parties hereto irrevocably attorn to the jurisdiction of the Ontario courts situated in the City of Toronto and waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. This letter agreement may be executed in any number of counterparts (including counterparts by PDF, facsimile or electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

If the foregoing is in accordance with the Company’s understanding and is agreed to by the Company, please signify the Company’s acceptance by the execution of the enclosed copies of this letter agreement where indicated below by an authorized signatory of the Company and return the same to each of the undersigned, upon which this letter agreement as so accepted shall constitute an agreement among the Company and each of the undersigned.

[Remainder of page left intentionally blank. Signature page follows.]

Yours truly,


Hamblin Watsa Investment Counsel Ltd.


By:			/s/ Peter Clarke
			Name: Peter Clarke Title: Chief Risk Officer

Accepted and agreed on this 22^nd day of July, 2020.


BLACKBERRY LIMITED


By:			/s/ Randall Cook
			Name: Randall Cook
			Title: CLO

Schedule “A”

Ownership of Debentures


Portfolio Legal Name	Convert Units	% Ownership
TIG Insurance (Barbados) Limited	5,000,000	0.83 %
TIG Insurance (Barbados) Limited	20,500,000	3.39 %
United States Fire Insurance Company	15,000,000	2.48 %
The North River Insurance Company	39,500,000	6.53 %
Allied World Insurance Company	15,379,000	2.54 %
Allied World Specialty Insurance Company	13,073,000	2.16 %
Odyssey Reinsurance Company	8,000,000	1.32 %
Odyssey Reinsurance Company	79,800,000	13.19 %
Odyssey Reinsurance Company	5,665,000	0.94 %
Greystone Insurance Company	10,000,000	1.65 %
Hudson Insurance Company	16,840,000	2.78 %
Odyssey Group Holdings, Inc.	48,243,000	7.97 %
CRC Reinsurance Limited	7,431,000	1.23 %
CRC Reinsurance Limited	4,693,000	0.78 %
CRC Reinsurance Limited	570,000	0.09 %
CRC Reinsurance Limited	810,000	0.13 %
CRC Reinsurance Limited	714,000	0.12 %
CRC Reinsurance Limited	238,000	0.04 %
CRC Reinsurance Limited	756,000	0.12 %
Connemara Reinsurance Company Ltd.	1,455,000	0.24 %
TIG Insurance (Barbados) Limited	8,000,000	1.32 %
RiverStone Insurance (UK) Limited	20,000,000	3.31 %
Federated Insurance Company of Canada	14,000,000	2.31 %
Northbridge General Insurance Corporation	70,250,000	11.61 %
Odyssey Reinsurance Company	19,274,000	3.19 %
Odyssey Group Holdings, Inc.	56,809,000	9.39 %
Trustees of Newline Syndicate 1218	8,000,000	1.32 %
Fairfax Financial Holdings Master Trust Fund 8901	10,000,000	1.65 %
Total	500,000,000	82.64 %
Total Outstanding	605,000,000

Schedule “B”

TERMS OF NEW DEBENTURES


	Existing Debentures	Amended Existing Debentures
Maturity Date:	November 13, 2020, unless earlier converted.	November 23, 2023, unless earlier converted.
Interest Rate:	3.75% per annum.	1.75% per annum.
Conversion Price:	US$10.00 per Common Share, subject to adjustment.	US$6.00 per Common Share, subject to adjustment.

Schedule “C”

CDS and DTC Instructions

CONSENT AGREEMENT

July 21, 2020

BlackBerry Limited

2200 University Avenue East

Waterloo, Ontario N2K 0A7

Canada

Dear Sirs/Madams:

The undersigned exercises sole investment management control or direction over US$34,787,000 aggregate principal amount of Debentures as set forth on Schedule “A”, representing 5.75% of the issued and outstanding Debentures. The undersigned is authorized to enter into this letter agreement and to perform or to cause the performance of its obligations hereunder.

All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Indenture.

The undersigned hereby agrees, in its capacity as the investment manager that exercises investment control or direction over Debentures beneficially owned by [redacted] (the “Holder Securities”), from the date hereof until the date the Indenture is amended in accordance with its terms:

i.to vote or to cause to be voted the Debentures over which control or direction is exercised, the Holder Securities listed on Schedule “A” in favour of the amendments to the Indenture in order to provide for an earlier redemption of the Debentures (the “Amendments”) and any other matter necessary for the completion of the Amendments (including in favour of all related matters recommended by management and/or the board of directors of the Company in connection with the transactions contemplated herein);

iii.to not take any other action of any kind which might reasonably be regarded as likely to reduce the success of, or delay, impede or interfere with the completion of, the Amendments;

vi.to subscribe for US$35,000,000 aggregate principal amount of a new series of debentures having the terms as set forth in Schedule “B”attached hereto (together with the Amendments, the “Transaction”); and

This letter agreement shall terminate and be of no further force and effect upon the earlier of (a) the effective date of the Amendments, and (b) September 4, 2020.

[Remainder of page left intentionally blank. Signature page follows.]

Yours truly,


[REDACTED]


By:			/s/ [redacted]
			Name: [redacted] Title: Authorized Signatory

Accepted and agreed on this 22nd day of July, 2020.


BLACKBERRY LIMITED


By:			/s/ Randall Cook
			Name: Randall Cook
			Title: CLO

Schedule “A”

Ownership of Debentures


Portfolio Legal Name	Aggregate Principal Amount of Debentures	% Ownership
[redacted]	US$34,787,000	100

Schedule “B”

TERMS OF NEW DEBENTURES


	Existing Debentures	Amended Existing Debentures
Maturity Date:	November 13, 2020, unless earlier converted.	November 23, 2023, unless earlier converted.
Interest Rate:	3.75% per annum.	1.75% per annum.
Conversion Price:	US$10.00 per Common Share, subject to adjustment.	US$6.00 per Common Share, subject to adjustment.

Schedule “C”

CDS and DTC Instructions