Birkett Stewart McHendrie Proprietary Limited

Ground floor, Jindal Africa Building

22 Kildoon Road, Bryanston
Johannesburg
South Africa
2191

STRICTLY PRIVATE AND CONFIDENTIAL

05 December 2017

via email

Dear potential investor,

PROCESS LETTER WITH RESPECT TO PHASE II OF PROJECT LIMITLESS: CAPITAL RAISING

PROCESS FOR DISCOVER DIGITAL

1. INTRODUCTION

1.1 Thank you for signing and returning a Non-Disclosure Agreement (“NDA”) in respect
of Project Limitless (“Project Limitless” or “the Proposed Transaction”).

1.2 Following your review of the teaser document and submission of your expression of
interest in respect of Project Limitless, you have confirmed to us that you would like to
explore further participation in the Project Limitless capital raising process (“the
Process”).

1.3 We are pleased to inform you that you have been selected to proceed to Phase II of
Project Limitless. Together with this letter, we enclose to you a confidential information
pack (the “Information Memorandum”) in respect of Project Limitless.

1.4 As you will appreciate, the discussions regarding the future of the Discover Digital
Proprietary Limited and Discover Digital International Limited (collectively hereinafter
referred to as “DD”) are sensitive and as a result, confidentiality is of paramount
importance. It is a condition of you being given access to the confidential information
that the existence and details of these discussions (in accordance with the NDA) are
kept strictly confidential.

2. THE PROCESS

2.1 Phase II: Review of the Information Memorandum and submission of a non-binding
indicative offers (“Offer”):

2.1.1 Following receipt of the Information Memorandum, potential investors will be

afforded approximately 6 weeks within which to review the Information
Memorandum.

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Directors: PD Birkett, SD Stewart, D McHendrie, D Lake l Company secretary: C Loydall

Birkett Stewart McHendrie Proprietary Limited l Company registration number: 2014/201187/07
 2.1.2 Potential investors will be required to submit an Offer to continue in the
Process.

2.1.3 Once DD has reviewed the Offers submitted, a limited number of potential
investors will be selected to continue to the next phase of the Process, being
the due diligence phase.

2.2 Phase III: Due diligence, submission of final binding offers, negotiation and closing:

2.2.1 Confirmation will be sent to potential investors informing them of whether they
will be proceeding to the due diligence phase.

2.2.2 If it is confirmed that you are to proceed to the due diligence phase, then you
will receive access to a virtual data room and management presentations will
be arranged as well as a question and answer session with management.

2.2.3 Following completion of the due diligence, potential investors will be required
to submit final binding offers to participate in the Proposed Transaction.

2.2.4 Once DD has reviewed the final binding offers, the potential investors who
have submitted such offers will be engaged directly and their offers discussed
and further negotiated.

2.2.5 Following the above, a final investor will be selected, and negotiation of legal
agreements will ensue, followed by closing of the Proposed Transaction.

3. NON-BINDING INDICATIVE OFFER REQUIREMENTS

3.1 To ensure that DD and the Advisor can fully appraise your Offer, such Offer should
address the following:

3.1.1 Name, registration number, jurisdiction and legal status of the offeror;

3.1.2 Contact details of the key person of the offeror who will be managing your
participation in the Proposed Transaction;

3.1.3 Details of the offeror’s shareholding structure;

3.1.4 Names of the directors of the offeror;

3.1.5 Rationale for the offeror’s participation in the Proposed Transaction;

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 3.1.6 The amount of capital to be provided to DD and the proposed shareholding for
the provision of such capital (“the Subscription Price”);

3.1.7 Valuation for the Subscription Price (post-capital raise) (this is an essential
requirement). Please do not provide a range of values. If a range is provided,
the bottom end of this range will be assumed for evaluation purposes;

3.1.8 Key determinants and assumptions of such valuation;

3.1.9 Source of funding and proof of funding (this is an essential requirement);

3.1.10 Consortium: If the interested party intends investing through a consortium, then
the names of the envisaged consortium members should be disclosed;

3.1.11 Details of any conditions to which your Offer would be subject (including any
competition, governmental, regulatory or shareholder approvals) and the
expected time required to satisfy any such condition;

3.1.12 Other relevant information: Please include in your Offer any other information
that you consider relevant to assist us in analysing the Offer; and

3.1.13 The Offer should be signed and dated on behalf of the interested party by a
duly authorised officer.

4. COMMUNICATION

4.1 Your Offer and all enquiries, including questions in relation to the Proposed Transaction
are to be submitted to the following person via email:

Patrick Birkett
Director, BSM
Mobile: +27 82 485 5736
Email: patrick@bsm3.co.za

4.2 Please ensure that requests for information are only made to the Advisor. Please do
not approach, whether directly or indirectly, or initiate discussions with any person who
is currently employed by DD in connection with the Proposed Transaction or in
connection with any information regarding DD.

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5. INDICATIVE TIMETABLE

The dates below are indicative and may be subject to change at DD’s sole discretion:

Access to Information Memorandum 5 December 2017

Submission of non-binding indicative offers (at 17h00 SA time) 19 January 2018
Commencement of due diligence 23 January 2018
Submission of final binding offers (at 17h00 SA time) 12 February 2018
Notification of final counterparty selected 16 February 2018

6. OTHER MATTERS

6.1 DD and BSM expressly reserve the right, in their sole discretion and without advance
notice or further explanation and at any time:

6.1.1 to change the Process, accelerate the timetable, terminate the Process or to
terminate negotiations with any party;

6.1.2 to negotiate with one or more interested parties/bidders on any terms and
whether individually or simultaneously to the exclusion of others, or to deal with
any third party (whether within or outside the Process), to reject any or all of
the terms contained in any proposal, offer letter or any offer (notwithstanding
that the terms rejected are or may be more favourable than terms proposed by
any other interested party);

6.1.3 to enter into a binding agreement relating to the Proposed Transaction without
any prior notice to any party; and

6.1.4 to amend, modify or withdraw (and require the return of) any confidential
information transmitted to any party pursuant to the Process (and shall be
under no obligation to update such information or to supply such information
to other prospective parties), in each case, without any liability whatsoever
(and howsoever arising) for DD or BSM.

6.2 Neither DD nor BSM shall owe any duty of care to you or any other person in relation
to the Proposed Transaction, your Offer or the Process or any information provided to
you or any other person in connection with the Proposed Transaction, your Offer or the
Process.

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6.3 You are responsible for all costs, expenses and liabilities incurred by you in connection
with the Proposed Transaction. By submitting your Offer, you acknowledge that you
are relying upon your own independent investigation and evaluation of the business.

6.4 Should you have any questions concerning the contents of this letter or wish to seek
clarification of any aspect of the information provided, please do not hesitate to contact
the Advisor at the contact details aforementioned.

Despite the necessarily formal tone and content of this letter, our aim is to assist you so please
do not hesitate to contact me or any member of my team if you require clarification on any
aspect of the investment process.

Yours sincerely,

______________________
Patrick Birkett
Director
Birkett Stewart McHendrie Proprietary Limited
who warrants that he is duly authorised hereto

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