Letterhead of Investor That Is a Qualified Institutional Buyer in the United States

[Letterhead of Investor that is a Qualified Institutional Buyer in the United States]

Investment Letter for Subscription of Newly Issued Shares in Gallus Holdings Limited

To:

One Capital Advisory Proprietary Limited Attention: T. Carter 17 Fricker Road Illovo, Johannesburg Gauteng South Africa 2196 (PO Box 784573, Sandton, 2146) Email: [email protected]

Gallus Holdings Limited Attention: D. Daya Capital Hill, 7th Floor 6 Benmore Road Benmore, 2196 South Africa (PO Box 653088, Benmore, 2010)

, 2017

Ladies and Gentlemen:

The undersigned institution (“Institution”) understands that Gallus Holdings Limited (the “Company”), a wholly owned subsidiary of Capitalworks Private Equity SP GP Proprietary Limited acting in its capacity as the general partner of Special Purpose Acquisition Partnership II, an en commandite partnership established in South Africa on 4 August 2017 (“Capitalworks”), is offering to acquire all or a portion of the issued shares in Sovereign Food Investments Limited (“Sovereign”) excluding treasury shares (“Offer Shares”), by way of two separate but concurrent offers, comprising –

(i) a scheme of arrangement between Sovereign and its registered shareholders (“Shareholders”) whereby the Company will, if the scheme becomes operative, acquire all of the Offer Shares from the scheme participants (the “Scheme”); and

(ii) a general offer by the Company to holders of Offer Shares (“Eligible Shareholders”) to acquire all or a portion of the Offer Shares held by them, subject to, among other things, the Scheme not becoming operative (the “General Offer”), (collectively, or any one or each of them as the context may require, referred to as the “Offer”).

The full terms and conditions pertaining to the Offer are set out in the circular issued to Shareholders and dated 7 September 2017 (the “Circular”), which was accompanied by the Bidco Prospectus (as defined in the Circular).

The Institution understands further that the Offer, if implemented, will be settled, at the election of each Eligible Shareholder (subject to the Deemed Cash Election as envisaged in the Circular), either in cash or through the issue by the Company of Bidco Linked Shares (as defined in the Circular).

In the United States, only investors that are “qualified institutional buyers” (“QIBs”), as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) may receive Bidco Linked Shares pursuant to the Scheme or the General Offer.

In connection with the Offer, the Institution hereby represents, agrees and acknowledges that:

1. it is, and at the time of any election to receive and at the time it receives Bidco Linked Shares pursuant to the Scheme or the General Offer will be, a QIB within the meaning of Rule 144A;

2. it understands and acknowledges (and each other QIB, if any, for whose account it is acquiring Bidco Linked Shares has been advised, understands and has acknowledged) that (i) the Bidco Linked Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the U.S. Securities Act, (ii) none of the Bidco Linked Shares have been or will be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and (iii) the Bidco Linked Shares are being sold to it in accordance with Rule 144A or another available exemption from the registration requirements of the U.S. Securities Act. It understands further that the Bidco Linked Shares may not be offered, sold, delivered, hypothecated or encumbered (collectively, “Transferred”), directly or indirectly, in the United States, other than in accordance with paragraph 3 below and that the Bidco Linked Shares will be acquired by it in a transaction that is exempt from the registration requirements of the U.S. Securities Act and that the Bidco Linked Shares are “restricted securities” within the meaning of Rule 144(a) (3) under the U.S. Securities Act;

3. as a purchaser in a private placement of securities that have not been registered under the U.S. Securities Act, it may only acquire Bidco Linked Shares, for its own account, or for the account of one or more other investors that are QIBs for which it is acting as duly authorized fiduciary or agent with sole investment discretion with respect to each such account and with full authority to make the acknowledgements, representations and agreements herein with respect to each such account, in each case for investment and not with a view to any resale or distribution of any such Bidco Linked Shares within the meaning of the U.S. Securities Act; 4. it acknowledges and agrees that it is not taking up or acquiring the Bidco Linked Shares as a result of any general solicitation or general advertising (as those terms are defined in Regulation D under the U.S. Securities Act) or directed selling efforts (as that term is defined in Regulation S under the U.S. Securities Act).

5. it understands and agrees that, although offers and sales in the United States of the Bidco Linked Shares are being made only to investors that are QIBs and that if in the future it or any such other investor that is a QIB for which it is acting, as described in paragraph 3 above, or any other fiduciary or agent representing such investor decide to Transfer any Bidco Linked Shares (a “Disposition”), it and such other person will do so only (i) to a QIB in a transaction meeting the requirements of Rule 144A or (ii) outside the United States pursuant to Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act in an “offshore transaction”, or otherwise pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act (if available), and neither it, nor any person acting on its behalf, will pre-arrange such Disposition with any buyer in the United States. It understands that no representation can be made as to the availability of the exemption provided by Rule 144 under the U.S. Securities Act for the resale of the Bidco Linked Shares;

6. it understands that the Bidco Linked Shares may not be deposited into any depositary receipt facility established or maintained in the United States by a depository bank and that such Bidco Linked Shares will not settle or trade through the facilities of The Depository Trust Company or any other United States exchange or clearing system;

7. it agrees on its own behalf and on behalf of any other investor that is a QIB for which it is acting, and any future holder of the Bidco Linked Shares by its acceptance thereof will be deemed to agree, that such Bidco Linked Shares may be Transferred only in accordance with the legend set forth in the Circular. It understands that, to the extent the Bidco Linked Shares are delivered in certificated form, the certificate delivered in respect of the Bidco Linked Shares will bear such legend for so long as the securities are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act;

8. it has (i) conducted its own investigation and appraisal with respect to the Offer, the Bidco Linked Shares and the Company and (ii) received and reviewed all information, including a copy of the Circular, that it believes is necessary or appropriate in connection with its investment decision to subscribe for the Bidco Linked Shares as contemplated hereby. It acknowledges that neither the Company, Capitalworks nor any person representing the Company or Capitalworks has made any representation to it with respect to the Company, Sovereign or the offering or sale of any Bidco Linked Shares other than as set forth in the Circular. It will hold any offering materials, including the Circular, it receives directly or indirectly from the Company, Capitalworks or Sovereign in confidence, and it understands that any such information received by it is solely for it and not to be redistributed or duplicated by it. It acknowledges that it will read and will agree to the matters stated in section 54.1.6 in the Circular. It is understood that the Circular has been prepared in accordance with the standards and requirements governing the preparation of such documents in South Africa, which may differ materially from the standards and requirements for the equivalent document prepared by a United States company (including but not limited to the financial information included therein). It has had access to and is relying exclusively on, such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company) concerning the Company and the Bidco Linked Shares including, without limitation, the information noted above, as it has deemed necessary in connection with its own investment decision to subscribe for the Bidco Linked Shares. It acknowledges that its investment decision is based upon its own judgment, due diligence and analysis and not upon any view expressed or information provided by or on behalf of the Company, Capitalworks nor any person representing the Company or Capitalworks. It has made such investigation and has consulted its own independent advisors or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws, generally, and the U.S. Securities Act, specifically;

9. it, and each other investor that is a QIB for whose account it may acquire Bidco Linked Shares, in the normal course of business, invests in or purchases securities similar to the Bidco Linked Shares, is knowledgeable, sophisticated and experienced in financial and business matters and it is capable of evaluating the merits and risks of purchasing any of such Bidco Linked Shares, it fully understands the limitations on ownership and Transfer and restrictions on sales of such Bidco Linked Shares and it is aware that it must bear the economic risk of an investment in any Bidco Linked Share for an indefinite period of time and is currently able to afford the complete loss of such investment and bear such risk for an indefinite period. It is understood that the Scheme is a scheme of arrangement under South African law and not subject to the tender offer rules in the United States securities laws. You are recommended to take such advice from legal and other advisers as you deem necessary in connection with the Offer;

10. it understands that these representations and undertakings are required in connection with United States securities laws and irrevocably authorizes Capitalworks and the Company, and any of their representatives to rely on this letter and to produce this letter to any interested party in an administrative or legal proceedings or official enquiry with respect to the matters covered thereby;

11. no agency of the United States or any state thereof has made any finding or determination as to the fairness of the terms of, or any recommendation or endorsement in respect of, the Bidco Linked Shares;

12. it represents that if, in the future, it Transfers the Bidco Linked Shares, it shall notify such subsequent transferee of the Transfer restrictions set out herein;

13. it is not an affiliate (as defined in rule 501(b) under the U.S. Securities Act) of the Company, and is not acting on behalf of an affiliate of the Company;

14. the terms and provisions of this letter shall inure to the benefit of and shall be enforceable by Capitalworks and the Company, its successors and its permitted assigns, and the terms and provisions hereof shall be binding on its permitted successors in title, permitted assigns and permitted transferees;

15. it and any person acting on its behalf have all necessary consents and authorities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

16. it undertakes promptly, and in any event prior to any attempted purchase of or subscription for Bidco Linked Shares to inform Capitalworks if, at any time prior to the earlier of the Scheme Record Date or General Offer Closing Date (as each of such terms are defined in the Circular), any of the foregoing statements ceases to be true;

17. it is aware and understands that an investment in the Bidco Linked Shares involves a considerable degree of risk and no United States federal or state or non-United States agency has made any finding or determination as to the fairness for investment or any recommendation or endorsement of any such investment;

18. it understands and acknowledges that the Company shall have no obligation to recognize any Transfer made other than in compliance with the restrictions on Transfer set forth and described herein, and that the Company may make notation on its records or give instructions to any transfer agent of the Bidco Linked Shares in order to implement such restrictions;

19. it confirms that, to the extent it is acquiring or purchasing the Bidco Linked Shares for the account of one or more other persons, (i) it has been duly authorized to sign this letter and make the confirmations, acknowledgements and agreements set forth herein on their behalf and (ii) the provisions of this letter constitute legal, valid and binding obligations of it and any other person for whose account it is acting; and

20. it understands and acknowledges that Capitalworks and the Company and each of their respective affiliates and agents, and others, will rely upon the truth and accuracy of the foregoing representation, warranties, acknowledgements and agreements.

In this letter “United States” shall have the meaning set out in Regulation S under the U.S. Securities Act. This letter is governed by, and construed in accordance with, the laws of the State of New York. Very truly yours,

(Name of institution)

(Address of institution)

Name:

Title:

Who warrants they are duly authorized

Date: , 2017