Puerto Rico Opportunity Zone Fund II, LP

THE SECURITIES AND RELATED INFORMATION DISCUSSED IN THIS SUBSCRIPTION AGREEMENT IS QUALIFIED IN ITS ENTIRETY BY THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OF PUERTO RICO OPPORTUNITY ZONE FUND II, LP. (THE “COMPANY” or “PROZ II”), AND ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFERABILITY, RESALE, ASSIGNMENT, REDEMPTION AND WITHDRAWAL, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS ARE ADVISED THAT, UPON BECOMING AN INVESTOR ON THE FUND, SUCH INVESTORS WILL NOT HAVE ANY WITHDRAWAL OR REDEMPTION RIGHTS. THEREFORE, INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT IN THE COMPANY FOR AN INDEFINITE PERIOD OF TIME.