SOF III - 1081 Southern Financial LLC Secondary Opportunities Fund III, LP the public in the UAE. If you do not understand the contents of this Memorandum you should consult an authorised financial adviser. UNITED STATES The Interests have not been and will not be registered under the Securities Act or the securities laws of any of the states, nor is such registration contemplated. The Interests may not be offered, sold or delivered directly or indirectly in the US or to or for the account or benefit of any 'US Person' except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state laws. The Interests are being offered outside the US pursuant to the exemption from registration under Regulation S under the Securities Act and inside the US in reliance on Regulation D promulgated under the Securities Act and Section 4(2) thereof. There is no public market for the Interests and no such market is expected to develop in the future. The Interests offered hereby are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom. The Fund has not been and will not be registered under the Investment Company Act pursuant to the provisions of Section 3(c)(7). which excludes from the definition of Investment company' a privately offered fund that is organised outside the US and whose US person security holders consists exclusively of 'qualified purchasers', as defined in Section 2(a)(51) of the 1940 Act. The Fund may arrange or permit the private placement in the US of a portion of the Interests under the exemption provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder to US Persons that are "accredited investors" (as defined in Rule 501(a) of Regulation 0 under the Securities Act) and '