SOF III - 1081 Southern Financial LLC SECONDARY OPPORTUNITIES FUND III PRIVATE CLIENT FEEDER FUND (U.S.), L.P. SUBSCRIPTION AGREEMENT Secondary Opportunities Fund III Private Client Feeder Fund (U.S.), L.P. do Secondary Opportunities Fund III Private Client Feeder Fund GP, Ltd. P.O. Box 2510 Grand Cayman KYI-1104 Cayman Islands Ladies and Gentlemen: Reference is made to (i) the Confidential Private Offering Memorandum dated January 2014 with respect to the offering of interests (the "Interests") in Secondary Opportunities Fund III Private Client Feeder Fund (U.S.), L.P. (the "Onshore Feeder Fund") (such Confidential Private Offering Memorandum, together with any supplements and appendices thereto delivered to the undersigned being herein called the "Memorandum') and (ii) the amended and restated agreement of limited partnership of the Onshore Feeder Fund (such limited partnership agreement, together with any amendments or supplements thereto, being herein called the -Onshore Feeder LP Agreement"), each of which is incorporated by reference in its entirety in this Subscription Agreement. The Onshore Feeder Fund's sole objective is to invest in Secondary Opportunities Fund III, LP (the "Master Fund") as a limited partner of the Master Fund. By executing this Subscription Agreement and authorizing execution of the Onshore Feeder LP Agreement on your behalf, the undersigned investor (and personal representative on behalf of such investor) (the "Investor") (a) agrees to be, and upon acceptance of this Subscription Agreement by the Onshore Feeder Fund shall be. bound as a Limited Partner of the Onshore Feeder Fund by the terms, provisions and requirements applicable to Limited Partners as set forth herein and in the Memorandum and the Onshore Feeder LP Agreement, and (b) acknowledges that it has read and understands the terms, provisions and requirements set forth herein and therein that are applicable to Limited Partners, the General Partner and