SOF III - 1081 Southern Financial LLC Secondary Opportunities Fund III. LP ISRAEL This Memorandum has not been approved by the Israel Securities Authority and will only be distributed to Israeli residents in a manner that will not constitute "an offer to the public" under sections 15 and 15a of the Israel Securities Law, 5728-1968 (the 'Securities Law") or section 25 of the Joint Investment Trusts Law, 5754-1994 (the 'Joint Investment Trusts Law"), as applicable. The Interests are being offered to a limited number of investors (35 investors or fewer during any given 12 month period) and/or those categories of investors listed in the First Addendum (the 'Addendum") to the Securities Law, ("Sophisticated Investors"), namely joint investment funds or mutual trust funds. provident funds, insurance companies, banking corporations (purchasing Interests for themselves or for clients who are Sophisticated Investors), portfolio managers (purchasing Interests for themselves or for clients who are Sophisticated Investors), investment advisors or investment marketers (purchasing Interests for themselves), members of the Tel-Aviv Stock Exchange (purchasing Interests for themselves or for clients who are Sophisticated Investors), underwriters (purchasing Interests for themselves), venture capital funds engaging mainly in the capital market, an entity which is wholly-owned by Sophisticated Investors, corporations (other than formed for the specific purpose of an acquisition pursuant to an offer) with shareholder equity in excess of NIS 50 million, and individuals in respect of whom the terms of item 9 in the Schedule to the Regulation of Investment Counselling, Investment Marketing and Portfolio Management Law, 5755-1995 (the 'Investment Advice Law") hold true and who are investing for their own account, each such Sophisticated Investor as defined in the said Addendum, as amended from time to time, and which/who in each case has provided written confirmation tha