GRIFFIN CAPITAL DEVELOPMENT PARTNERS FUND II, L.P.

By checking this box, you acknowledge that you are accessing private placement offering materials for Griffin Capital Development Partners Fund II, L.P. (the “Fund”) and agree to not engage in any activities that would be construed as general solicitation, as defined under Regulation D, Rule 506(b) of the Securities Act of 1933, as amended. You further agree that (1) you will only share these offering materials with potential investors that you have a substantive, pre-existing relationship with and who are “accredited investors,” as defined under Regulation D, Rule 501 of the Securities Act of 1933, as amended, (2) any offering materials you share with potential investors will be preceded or accompanied by the Fund’s Private Placement Memorandum and any supplements thereto, and (3) that you will maintain a record of all individuals that you share these materials with.