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THE OFFERING IS MADE ONLY BY MEANS OF THE OFFERING CIRCULAR WHICH CAN BE FOUND AT investpah.com/oc, AN OFFERING STATEMENT REGARDING THIS OFFERING HAS BEEN FILED WITH THE SEC. THE SEC HAS QUALIFIED THAT OFFERING STATEMENT WHICH ONLY MEANS THAT PHOENIX AMERICAN HOSPITALITY PROPERTIES REIT II, INC. MAY MAKE SALES OF THE SECURITIES DESCRIBED BY THAT OFFERING STATEMENT. IT DOES NOT MEAN THAT THE SEC HAS APPROVED, PASSED UPON THE MERITS, OR PASSED UPON THE ACCURACY OR COMPLETENESS OF THE INFORMATION IN THE OFFERING STATEMENT.

THE SECURITIES OFFERED BY PHOENIX AMERICAN HOSPITALITY PROPERTIES, REIT II, INC. ARE HIGHLY SPECULATIVE. INVESTING IN SHARES OF COMMON STOCK OF PHOENIX AMERICAN HOSPITALITY PROPERTIES REIT II, INC., INVOLVES SIGNIFICANT RISKS, OR THE POSSIBILITY OF LOSING YOUR ENTIRE INVESTMENT.

SOME OF THE STATEMENTS UNDER “OFFERING SUMMARY”, “RISK FACTORS”, “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”, “THE COMPANY’S BUSINESS” AND ELSEWHERE IN THE OFFERING CIRCULAR CONSTITUTE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS RELATE TO EXPECTATIONS, BELIEFS, PROJECTIONS, FUTURE PLANS AND STRATEGIES, ANTICIPATED EVENTS OR TRENDS, AND SIMILAR MATTERS THAT ARE NOT HISTORICAL FACTS. IN SOME CASES, YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY SUCH TERMS AS “ANTICIPATE”, “BELIEVE”, “COULD”, “ESTIMATE”, “EXPECT”, “INTEND”, “MAY”, “PLAN”, “POTENTIAL”, “SHOULD”, “WILL”, AND “WOULD” OR THE NEGATIVES OF THESE TERMS OR OTHER COMPARABLE TERMINOLOGY.

YOU SHOULD NOT PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS. THE CAUTIONARY STATEMENTS SET FORTH HERE AND IN THE OFFERING CIRCULAR, INCLUDING IN “RISK FACTORS” AND ELSEWHERE, IDENTIFY IMPORTANT FACTORS WHICH YOU SHOULD CONSIDER IN EVALUATING OUR FORWARD-LOOKING STATEMENTS.

PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE, DOMICILE, AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING, OR DISPOSAL OF SECURITIES OF THE TYPE DESCRIBED HEREIN, AND ANY FOREIGN EXCHANGE OR OTHER NON-U.S. RESTRICTIONS THAT MAY BE RELEVANT THERETO.