SOF III - 1081 Southern Financial LLC Secondary Opporturities Fund M. LP THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION UNLESS SALES ARE MADE TO FEWER THAN FIVE (5) PURCHASERS IN FLORIDA. The Interests have not been approved or disapproved by the SEC or by the securities regulatory authority of any state or of any other jurisdiction, nor has the SEC or any such securities regulatory authority passed upon the accuracy or adequacy of this Memorandum. Any representation to the contrary is a criminal offence. The Interests will not be registered under the US Securities Act of 1933, as amended (the "Securities Act') or any other US or non-US securities laws, including state securities or blue sky laws. Interests will be offered and sold without registration in reliance upon the Securities Act exemption for transactions not involving a public offering and generally will be sold only to US Investors who are accredited investors, as defined in Regulation D promulgated under section 4(2) of the Securities Act and 'qualified purchasers' (as defined under the US Investment Company Act of 1940, as amended (the 'Investment Company Act')). Each Investor will be required to make customary private placement representations, including that such Investor is acquiring an Interest for its own account for investment and not with a view to resale or distribution. Further, each Investor must be prepared to bear the risk of an investment in the Interests for an indefinite period of time, since the Interests may not be transferred or resold except as permitted under the Securities Act and any applicable state or non-US securities laws pursuant to registration or an exemption therefrom. The transferability of the Interests will be further restricted by the terms of the Fund Partnership Agreement. It is extremely unlikely that the Interests will ever be registered under the Securities Act. It is anticipated that the Fund, being an entity organised outside the US and