UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

BlackBerry Limited

(Name of Issuer)

Common Shares

(Title of Class of Securities)

09228F103

(CUSIP Number)

Michael Lazaridis

485 Wes Graham Way, 3rd Floor

Waterloo, Ontario N2L 0A7

(519) 886-3141 ext. 3140

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 8, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  x.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

This Schedule 13D relates to the common shares, without par value (the “Shares”), of BlackBerry Limited, a corporation organized under the laws of Ontario (the “Issuer”). Certain of the Lazaridis Persons (as defined below) previously filed a Schedule 13G on February 14, 2001, as amended on February 14, 2002, February 13, 2003, February 17, 2004, February 14, 2005, February 14, 2006, February 14, 2007, February 14, 2008, February 5, 2009, February 16, 2010, February 11, 2011, March 30, 2011, February 14, 2012 and February 14, 2013, with respect to their Shares of the Issuer.

The address of the Issuer’s principal executive offices is 295 Phillip Street, Waterloo, Ontario N2L 3W8.

This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):

The principal business address for each of the Reporting Persons is 485 Wes Graham Way, 3rd Floor, Waterloo, Ontario N2L 0A7. The name, citizenship, present principal occupation or employment and business address of each director and executive officer of each of 1258701, 2063227, 2384320, 2384318, 2384319 and 1258702 is attached as Exhibit 2 to this Schedule 13D.

During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Person’s knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

As co-founders of the Issuer, entities controlled by Mr. Lazaridis and Mr. Fregin, respectively, held certain securities of predecessor entities to the Issuer, which securities were converted through certain reorganization transactions, including an amalgamation prior to the initial public offering of the Issuer, into certain of the Shares that are currently held by the Reporting Persons. In addition, certain of the Reporting Persons’ Shares were obtained through the exercise of stock options and other equity awards that were granted to Mr. Lazaridis and Mr. Fregin, respectively, during their tenure as officers and/or directors of the Issuer. Finally, in 2012, Mr. Lazaridis acquired 3,163,895 Shares using 2063227 Ontario Inc. through open market purchases for aggregate consideration of approximately $50 million.

Mr. Lazaridis is a founder and former President, Co-Chief Executive Officer and Co-Chair of the Issuer and Mr. Fregin is a founder and former Vice President, Operations of the Issuer. Each of Mr. Lazaridis and Mr. Fregin acquired the Shares he beneficially owns for investment purposes, including upon founding of the Issuer and through the exercise of options and other equity grants received by him during his prior term of employment with the Issuer.

In light of the Issuer’s recent announcement that its board of directors has formed a Special Committee to explore strategic alternatives to enhance value and increase scale, the Reporting Persons are considering all available options with respect to their holdings of the Shares, including, without limitation, a potential acquisition of all the outstanding Shares of the Issuer that they do not currently own, either by themselves or with other interested investors (an “Acquisition”). In that regard, 2384319 and 1258702 entered into an agreement (the “Agreement”) to explore the possibility of submitting a potential joint bid to acquire the Shares of the Issuer that they do not currently own. The Agreement provides, among other things, that the parties thereto have agreed to (1) work exclusively with each other with respect to any potential acquisition of all or a portion of the assets or equity interests in the Issuer; (2) certain transfer restrictions with respect to the Shares, and (3) jointly coordinate with respect to the development of a strategy with respect to the Issuer, including with respect to the engagement of debt and equity financing sources and advisors. In addition, the Reporting Persons have engaged, among other advisors, each of Goldman, Sachs & Co. and Centerview Partners LLC to assist with their review of strategic alternatives with respect to the Shares.

The Reporting Persons may engage in communications regarding the Issuer with other stockholders of the Issuer, knowledgeable industry or market observers, industry participants, members of the board of directors or management of the Issuer or other representatives of the Issuer, or other persons. Such discussions may concern ideas or proposals that, if effected, may result in one or more of the events described in Item 4 of Schedule 13D including, without limitation, a potential Acquisition.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future, depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the board of directors, price levels of the Shares, the availability of debt and equity financing for any such Acquisition or other transaction, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investment in the Issuer as they deem appropriate at the time given the current facts, circumstances and conditions before them. Such actions may include, but are not limited to: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, including but not limited to derivative or other instruments that are based upon or relate to the value of the Shares or the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) submitting bids, proposals, indications of interest, and/or formal offers to the Special Committee, management or advisors of the Issuer for their review and consideration; (iv) negotiating with such persons and/or their legal and financial representatives regarding the potential terms of any such Acquisition or other transactions; (v) discussing the various potential alternatives and strategies regarding the Issuer with others, including but not limited to interested market and industry participants; (vi) entering into agreements or understandings with other shareholders of the Issuer with respect to the voting, holding and/or

disposition of Securities; (vii) entering into agreements, understandings and/or arrangements with others, including but not limited to interested market or industry participants, with respect to the future use, sale and/or future deployment of the Issuer’s assets, including but not limited to its intellectual property; (viii) exploring and negotiating with various sources of financing for any Acquisition or other potential transactions with or related to the Issuer; or (ix) proposing or considering any one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

The foregoing list of intentions, plans, strategies, negotiations, discussions, activities and potential transactions under consideration is subject to termination, evolution, modification or change at any time, without notice, and there can be no assurance that the Reporting Persons will take any of the actions set forth above.

The information set forth under Item 6 below is incorporated in this Item 4 in its entirety.

The information set forth under Item 6 below is incorporated in this Item 5 in its entirety.

The percentages used in this Item and in the rest of the Schedule 13D are calculated based upon an aggregate of 524,159,844 common shares outstanding as of March 2, 2013, as reported on the Issuer’s Annual Report on Form 40-F for the fiscal year ended March 2, 2013.

(a)-(b) Amount beneficially owned:

Mr. Lazaridis may be deemed to beneficially own 41,680,073 Shares (representing approximately 8.0% of the Issuer’s outstanding Shares), which includes (i) 21,176,354 Shares held by 1258701, (ii) 3,163,895 Shares held by 2063227, (iii) 455,836 Shares held by Mr. Lazaridis, (iv) 146,478 Shares held by the Family Trust, (v) 685,196 Shares held by 2384320, (vi) 4,140,128 Shares held by 2384318 and (vii) 11,912,186 Shares held by the Fregin Persons. By virtue of their relationship with Mr. Lazaridis, as described in Item 2, each of 1258701, 2063227, the Family Trust, 2384320 and 2384318 may be deemed to share voting power and dispositive power with Mr. Lazaridis with respect to the Shares held by them. In addition, by virtue of the Agreement, 2384319 and Mr. Lazaridis may be deemed to share with the Fregin Persons beneficial ownership of the Fregin Shares. Each Lazaridis Person disclaims beneficial ownership with respect to any of the Fregin Shares.

Mr. Fregin may be deemed to beneficially own 41,680,073 Shares (representing approximately 8.0% of the Issuer’s outstanding Shares), which includes (i) 703,080 Shares held by Mr. Fregin, (ii) 11,209,106 Shares held by 1258702 and (iii) 29,767,887 Shares held by the Lazaridis Persons. By virtue of their relationship, as described in Item 2, 1258702 may be deemed to share voting power and dispositive power with Mr. Fregin with respect to the Shares owned by it. In addition, by virtue of the Agreement, each Fregin Person may be deemed to share with the Lazaridis Persons beneficial ownership of the Lazaridis Shares. Each Fregin Person disclaims beneficial ownership with respect to any of the Lazaridis Shares.

The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the Schedule 13D.

(c) There have been no transactions with respect to the Shares during the sixty days prior to the date of filing of this Schedule 13D by any Reporting Person.

(d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than the Reporting Persons.

(e) Not applicable.

The information set forth under Items 3, 4 and 5 above is incorporated in this Item 6 in its entirety.

The Reporting Persons have entered into the Joint Filing Agreement attached hereto as Exhibit 1.

Except for the arrangements described herein, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

*****

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of BlackBerry Limited, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Exhibit 2

DIRECTORS AND OFFICERS OF CERTAIN REPORTING PERSONS

1258701 Ontario Limited and 2063227 Ontario Inc.:

2384320 Ontario Limited and 2384318 Ontario Limited:

2384319 Ontario Limited:

1258702 Ontario Limited:

Exhibit 3

AGREEMENT

This AGREEMENT (this “Agreement”), dated as of October 8, 2013, is entered into by and between 2381479 Ontario Limited, a company controlled by Mike Lazaridis (together with its affiliates and associates, collectively, “Lazaridis”), and 1258702 Ontario Limited, a company controlled by Douglas E. Fregin (together with its affiliates and associates, collectively, “Fregin”).

WHEREAS, on August 12, 2013, BlackBerry Limited, an Ontario corporation formerly known as Research in Motion Limited (the “Company”), announced that the Company’s board of directors had formed a special committee to explore strategic alternatives to enhance value and increase scale, which alternatives could include, among others, possible joint ventures, strategic partnerships or alliances, a sale of the Company or other possible transactions; and

WHEREAS, Lazaridis and Fregin are interested in pursuing a joint bid for the possible acquisition of the Company by means of a Transaction (as hereinafter defined) with the goal of stabilizing and ultimately reinventing the Company based on a plan developed by them.

NOW THEREFORE, in consideration of the covenants and representations set forth herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties intending to be legally bound hereby agree as follows:

1. Certain Definitions.

“affiliates” means, with respect to any person, any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.

“beneficial ownership” has the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

“Competing Transaction” shall mean (i) any direct or indirect acquisition by any person or entity of 10% or more of the outstanding equity securities of the Company or any of its material subsidiaries or all or a portion of its assets, (ii) a recapitalization, restructuring, plan of arrangement, amalgamation, takeover bid or other business combination involving the Company or any of its material subsidiaries, and (iii) any debt or equity financing, strategic transaction, joint venture, minority investment or other similar transaction involving the Company, in each case other than the Transaction.

“Exclusivity Period” shall mean the period beginning on the date hereof and ending on the date of termination of this Agreement pursuant to paragraph 6 hereof.

“Fregin Shares” shall mean all capital stock of the Company beneficially owned by Fregin and its affiliates as of the date hereof either directly or through a holding vehicle.

“Lazaridis Shares” shall mean all capital stock of the Company beneficially owned by Lazaridis and its affiliates as of the date hereof either directly or through a holding vehicle.

“Representatives” shall mean, with respect to a person, such person’s employees, directors, officers, partners, members, affiliates, agents, advisors (including but not limited to legal counsel, accountants, consultants and financial advisors), financing sources and any representatives of the foregoing. The Representatives shall include the Advisors as defined in paragraph 3(a).

“Transaction” shall mean the acquisition of all or a portion of the assets and/or equity interests of the Company by means of a stock or asset purchase, plan of arrangement, amalgamation, takeover bid or other similar business combination transaction, which may include any related debt or equity financing or other arrangements through a special purpose vehicle (“Buyer”) to be owned by Lazaridis and Fregin.

2. Commitment to the Consortium.

(a) Exclusivity. The parties agree to work together during the term of this Agreement to submit a joint bid with respect to the Transaction. In furtherance thereof, during the Exclusivity Period, Lazaridis and Fregin agree to deal exclusively with each other with respect to a potential Transaction, and, without the written consent of the other party, neither Lazaridis nor Fregin will (and Lazaridis and Fregin will cause Buyer and their respective Representatives not to) except in the context of pursuing the Transaction in accordance with this Agreement: (i) directly or indirectly initiate, solicit, encourage or otherwise engage in discussions, negotiations or related activities with any third party with respect to a Competing Transaction, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Transaction, or (iii) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do or omit to do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement.

(b) Transfer Restrictions. Each of Fregin and Lazaridis agree that, during the Exclusivity Period, it will not, and will not permit any of its Representatives to, directly or indirectly, without the prior written consent of the other party: (i) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell, any Fregin Shares or Lazaridis Shares, as applicable (“Transfer”), or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of the Fregin Shares or Lazaridis Shares, as applicable, or any right, title or interest thereto or therein, (ii) deposit into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Fregin Shares or Lazaridis Shares, as applicable, (iii) take any action that would have the effect of preventing, disabling or delaying Fregin or Lazaridis, as applicable, from performing its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this paragraph 2(b). Apart from this Agreement, neither party will enter into any agreement, arrangement or understanding with any shareholder of the Company in connection with the holding, voting, acquisition or disposition of shares of the Company’s capital stock without the prior written consent of the other party.

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(c) Third Party Arrangements. Lazaridis and Fregin agree that the consideration of, among other things, any potential sources of debt or equity financing or strategic partners in connection with the Transaction will be coordinated by Lazaridis in consultation with Fregin. In furtherance thereof, during the Exclusivity Period, each of Fregin and Lazaridis shall provide the other party notice of any offer or proposal received in relation to any Competing Transaction, including with respect to any potential debt or equity financing source or strategic partner, or with respect to any potential advisor or other third party with respect to the Transaction, including the terms of any such offer or proposal, and any written communications with respect thereto, in each case which it may receive from any person. Lazaridis shall, in consultation with Fregin, determine an appropriate response with respect to any such approach. Neither party shall enter into any binding agreement, arrangement or understanding with any potential source of equity or debt financing, strategic partner, potential advisor, investor or other third party, in each case in connection with the Transaction, without the prior written consent of the other party. Each party shall have the right to participate in any meetings with any potential source of debt or equity financing.

3. Process.

(a) Regulatory Filings. Each of Fregin and Lazaridis shall be permitted to make any required regulatory filings regarding its investment in the Company provided that, to the extent practicable, it consults with the other party prior to making such disclosure and provides the other party with a draft of, and the ability to comment on, such disclosure prior to its issuance. The parties acknowledge and agree that upon the execution of this Agreement, and with the prior review, comment and approval by Fregin with respect to Fregin and the Fregin Shares, Lazaridis will prepare and submit with respect to the Lazaridis Shares and the Fregin Shares (i) a Schedule 13D filing (or amendment thereto, as applicable) with the U.S. Securities and Exchange Commission to disclose the execution of this Agreement and (ii) any required filings under Canadian securities laws.

(b) Confidentiality Agreement. Fregin acknowledges that pursuant to the terms of that certain Confidentiality Agreement (the “Confidentiality Agreement”), dated as of October 7, 2013, by and among Lazaridis and the Company, (i) Lazaridis is required to identify Fregin to the Company prior to entering into this Agreement and (ii) prior to disclosing any Confidential Information (as defined in the Confidentiality Agreement) to Fregin, Fregin is required to, and Fregin shall, enter into an agreement with the Company upon substantially the same terms as the Confidentiality Agreement.

(c) Advisors. Each of Fregin and Lazaridis acknowledges and agrees that, prior to the date hereof, Goldman, Sachs & Co., Centerview Partners LLC, Gibson, Dunn & Crutcher LLP, Goodmans LLP and other advisors have been engaged in connection with the review of the Transaction, the identities of which have previously been disclosed in writing to each party prior to the date hereof or concurrently herewith, and that all of the obligations associated with the engagement of the Advisors, as set forth in their respective engagement letters, including any costs incurred prior to the execution hereof, shall be shared by the parties in accordance with the terms of paragraph 5 hereof. Lazaridis and Fregin shall jointly approve the engagement and/or retention of any additional advisors in connection with the Transaction (collectively, together with the entities referenced in the preceding sentence, the “Advisors”).

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(d) Development of Strategy. During the Exclusivity Period, Lazaridis, in consultation with and subject to the approval of Fregin, shall develop a strategy (as it may be revised or modified by the parties from time to time, the “Strategy”) with respect to the parties’ activities in connection with the Transaction, including with respect to communications with (i) the Company’s management, board of directors and/or employees, (ii) the Company’s investors and security holders, (iii) the press and other media (including in connection with the issuance of any press release or other public disclosure), (iv) potential equity investors or sources of debt financing, and (v) any other third parties, in each case with respect to the Company’s business or operations or the Transaction.

(e) Management of Consortium. Each of Lazaridis and Fregin agrees that Lazaridis shall manage and direct the Advisors on behalf of the parties in connection with the Transaction and the implementation of the Strategy, in consultation with Fregin. In addition, except as otherwise agreed by the parties, Lazaridis shall be the representative of the parties to communicate with any person in connection with the Transaction. Lazaridis shall update Fregin regarding any such communications on a regular basis.

(f) Transaction Terms. During the Exclusivity Period, Fregin and Lazaridis shall, together with the Advisors, as promptly as reasonably practicable, conduct a joint assessment of the Company, and shall in good faith use their reasonable best efforts to work together to structure, negotiate and do all things necessary or desirable to enter into definitive documentation providing for the Transaction (the “Definitive Agreements”). The parties hereby acknowledge and agree that any Definitive Agreement with respect to the Transaction will provide that all of the shares of the Company’s capital stock beneficially owned by each of Lazaridis and Fregin will be converted into equity interests of Buyer and will not be cashed out in any such Transaction and that each party’s shares of the Company’s capital stock will be valued at the same price per share in any such Transaction.

(g) Governance. The parties agree that if the Transaction is successfully completed, the board of directors of the Company (or any successor entity) will include Mr. Lazaridis, as Chairman and a director appointed by Fregin.

(h) Cooperation. The parties shall cooperate and take all actions reasonably required in furtherance of any actions agreed to be undertaken pursuant to this Agreement, including, without limitation, (x) voting or causing to be voted at any meeting of shareholders of the Company any shares of the Company’s capital stock beneficially owned by them, and (y) executing or causing to be executed one or more written consents or agency designations with respect to such shares of the Company’s capital stock, in each case in favor of the Transaction and any proposal or motion in furtherance of the Transaction. In addition, each party shall support the position of the other in respect of any matter relating to the Transaction in any dealings or negotiations with any potential source of equity or debt financing, strategic partner, potential advisor, investor or other third party.

(i) Disclaimer. This Agreement constitutes only a preliminary arrangement relating to the Transaction and, other than paragraphs 2, 4 and 5 hereof, which shall be binding, this Agreement does not constitute any binding commitment with respect to the Transaction. Such a commitment will result only from the execution of Definitive Agreements, and then will

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be on the terms provided in such documentation. Fregin shall coordinate with Lazaridis in performing due diligence, negotiating strategic and other arrangements, securing debt (as applicable) and equity financing, and structuring and negotiating the Transaction; provided, however, that in no event will either party hereto be obligated without such party’s consent to enter into or otherwise be a party to any Definitive Agreements.

4. Confidentiality. In connection with the Transaction, each of Lazaridis and Fregin is prepared to make available to the other party certain information concerning, among other things, business plans, estimates and other information related to the Company and the Transaction, including with respect to potential sources of debt and equity financing. Each party receiving such information agrees to treat any such information that is or has been furnished to the receiving party or to the receiving party’s Representatives (regardless of the manner or form in which it is furnished, including without limitation all written, oral and electronic communications), together with any notes, analyses, compilations, studies, interpretations, documents or records containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, the “Evaluation Material”) in accordance with the terms of this Agreement. Each party hereby agrees that it and its Representatives shall (a) use the Evaluation Material solely for the purpose of evaluating the Transaction, (b) keep the Evaluation Material received or generated by it or its Representatives confidential and (c) not disclose any of the Evaluation Material in any manner whatsoever to any other person not bound hereby; provided, however, that (i) each party may make any disclosure of such information to which the other party gives its prior written consent and (ii) any of such information may be disclosed to a party’s Representatives who need to know such information for the sole purpose of evaluating the Transaction and who are provided with a copy of this Agreement and agree to be bound by the terms hereof to the same extent as if they were parties hereto. In any event, each party shall be responsible for any breach of the confidentiality provisions of this Agreement by its Representatives and agrees, at its sole expense, to take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. Each of Lazaridis and Fregin also shall, and shall direct their respective Representatives to, keep the Transaction confidential and shall not make any public statement or announcement concerning or disclose to any third party the fact that discussions or negotiations are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, including the status thereof, other than as previously agreed in writing or as required by applicable laws, rules or regulations.

5. Certain Fees and Expenses.

(a) The parties agree: (i) to share pro rata, in proportion to each of Lazaridis’s and Fregin’s shares of capital stock of the Company as amongst themselves, fees and out-of-pocket expenses payable, and any liabilities incurred (including any indemnification obligations), by them in connection with the Transaction incurred prior to the termination of this Agreement, including any fees, expenses and liabilities (A) subject to sub-clause (ii) of this paragraph, payable to the Advisors, (B) payable to any lenders and other financing sources, and (C) incurred in the defense, pursuit or settlement of any disputes or litigation relating to the Transaction (whether incurred prior to the termination of this Agreement or not); and (ii) that Lazaridis shall pay all fees and out-of-pocket expenses and liabilities incurred by any legal or other Advisors solely in connection with their representation of Lazaridis but not the parties collectively, and Fregin shall pay all fees and out-of-pocket expenses and liabilities incurred by any legal or other advisors solely in connection with their representation of Fregin but not the parties collectively.

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(b) Upon consummation of the Transaction, Buyer shall reimburse each party hereto for all fees and out-of-pocket expenses incurred by them in connection with the Transaction, and shall indemnify each party hereto against any indemnification obligations given by them in connection with the Transaction.

(c) Each of Lazaridis and Fregin shall share pro rata, in proportion to each of Lazaridis’s and Fregin’s shares of capital stock of the Company as amongst themselves, any termination, topping, break-up or other fees or amounts (including amounts paid in settlement of any dispute or litigation relating to the Transaction) payable by the Company or Buyer (or one or more of its affiliates or designees), net of the expenses required to be borne by them pursuant to paragraph 5(a).

6. Termination. This Agreement shall terminate upon the earliest to occur of (a) the date that is one year following the date hereof, (b) mutual written agreement between Lazaridis and Fregin, and (c) the date of upon which either of Fregin or Lazaridis delivers a notice of termination to the other party; provided that paragraphs 4 through 10 shall survive any termination of this Agreement.

7. Representations and Warranties.

(a) Lazaridis Representations. Lazaridis represents and warrants to Fregin that as of the date hereof, Lazaridis and its affiliates ownership stake (including any options, warrants, convertible securities or similar securities) in the Company consists of beneficial ownership of 29,767,887 common shares of the Company.

(b) Fregin Representations. Fregin represents and warrants to Lazaridis that as of the date hereof, Fregin and its affiliates ownership stake (including any options, warrants, convertible securities or similar securities) in the Company consists of beneficial ownership of 11,912,186 common shares of the Company.

8. Specific Performance. Each party to this Agreement acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement by it or any of its Representatives and consents to a court of competent jurisdiction entering an order finding that the non-breaching party has been irreparably harmed as a result of any such breach and to the granting of injunctive relief as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity to the non-breaching party.

9. Governing Law; Jurisdiction.

(a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by and construed in accordance with the internal laws of the Province of Ontario, without reference to its conflicts of law principles.

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(b) Each party irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the other party or its successors or assigns shall be brought and determined in the Ontario Superior Court of Justice sitting in Toronto, and each party hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement. Each party agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Ontario, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Ontario as described herein. Each party further agrees that service of any process, summons, notice or document by registered mail to the respective addresses set forth herein shall be effective service of process for any action, suit or proceeding brought against either party in any such court and the parties further waive any argument that such service is insufficient. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the courts in Ontario as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the suit, action or proceeding in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

10. Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) on the first business day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

2381479 Ontario Limited

485 Wes Graham Way, 3rd Floor

Waterloo, Ontario N2L 0A7

Attention: Mike Lazaridis

with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166-0193

Attention: Barbara Becker

Facsimile: (212) 351-4035

E-mail: bbecker@gibsondunn.com

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1258702 Ontario Limited

485 Wes Graham Way, 3rd Floor

Waterloo, Ontario N2L 0A7

Attention: Douglas E. Fregin

with a copy (which shall not constitute notice) to:

Owens Wright LLP

20 Holly Street, Suite 300

Toronto, Ontario M4S 3B1

Attention: Paul De Luca

Facsimile: (416) 486-3309

E-mail: pdeluca@owenswright.com

11. Miscellaneous.

(a) The term “person” as used in this Agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity.

(b) No provision in this Agreement can be waived or amended except by the written consent of each party. Any attempted waiver or modification in violation of this provision shall be void.

(c) It is understood and agreed that no failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.

(d) The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

(e) This Agreement may be executed in any number of counterparts (including facsimile and electronic transmission counterparts) and each of such counterparts shall for all purposes be deemed original, and all such counterparts shall together constitute one and the same instrument.

(f) This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and assigns. Neither party may assign or transfer, directly or indirectly, its rights or obligations under this Agreement without the prior written consent of the other party. No assignment will relieve the assignor of its obligations hereunder.

(g) The parties hereto each agree and acknowledge that nothing herein expressed or implied is intended to confer upon or give any rights or remedies to persons not party to this Agreement under or by reason of this Agreement.

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(h) Nothing in this agreement shall be construed as creating among the parties any joint venture, partnership, association or other entity for any purpose (including, without limitation, for U.S. income tax purposes) or any agency relationship, nor shall any party, except as expressly set forth in this agreement, (i) have the right, power or authority to create any obligation or duty, express or implied, on behalf of any other party or (ii) have any fiduciary or other duties to any other party. Each party agrees that it does not have any interest in the profits or losses of the other party in connection with its acquisition or deposition of any securities of the Company.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized

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