Term Sheet Purchase Price Tax Considerations Total deal size: $xxxxx million Implied price per share: $x.xx Transaction fees: $x.xx Cap: $x.xx Tax Considerations Form: Purchase accounting Consideration: 100% cash Legal Asset purchase Spin-off unused entities Synergy Value $x.xx billion in revenue enhancements $x.xx billion in transaction costs Transaction process requirements Termination penalties: Cash penalty of $100 million plus out of pocket expenses up to $20 million Other: No shop clause Shareholder vote: Blackberry and Samsung shareholders must approve the deal. Closing Date: March 1st, 2016 Regulatory: Industry Canada Act approval required Social Issues Organization structure: Blackberry assets acquired by Samsung. Blackberry dissolved. Executives: Executives responsible for security and R&D retained Board seats: None Headquarters: Canada HQ closed but R&D functions to remain in Canada Name: Blackberry brand kept for marketing purposes Reduction in workforce: 6000 out of 7000 total employees. Retain R&D staff.

Deal Rationale Acquisition of Blackberry assets will provide many benefits to Samsung Thousands (44,000+) of patents Enterprise level security for their Android-based platform Block competitors (Apple and others) from acquired the most admired enterprise security platform

Risks Requires the blessing of Prem Watsa, whose Fairfax Financial Holdings Ltd (FFH.TO) is a major Blackberry shareholder Government approval under Industy Canada Act make be difficult. Government already spoke out against potential Lenovo (China) acquisition of Blackberry. Only option may be to take a significant stake in the company and operate it independently. Unable to spin off and capture value of unused acquired assets (hardware division, etc) Exchange rate risks significant due to this being a cash deal Ability to maintain key R&D staff amidst significant downsizing. Ability to shutter international operations (1/2 employees are outside of Canada) without incurring significant unexpected costs due to negotiation with unions, local governments, etc. Entirely reliant on driving additional Samsung sales in enterprise market. No cost synergies since this is an asset acquisition.

Bidding Strategy Bidding should be bound by the following: Upper bound of $x.xx Lower bound of $x.xx Blackberry is widely considered to be on the selling block Current market share may already contain some acquisition premium Samsung must bid high enough to win over Blackberry shareholders and avoid a bidding war with other acquirers that may jump in Recommended initial bid of $x.xx

Accretion/Dilution Analysis Since this is an asset purchase, the acquisition of Blackberry will have no immediate impact on EPS