Confidentiality and User Agreement (the “Agreement”)

Welcome to the website (the “Site”) for BMO Asset Management Inc. (“BMO AM”) and its subsidiaries (collectively, “BMO”) with respect to BMO Georgian Alignment II Access Fund LP (the “Access Fund”). By accepting these terms and conditions and continuing to use this Site, you affirm that you are bound by and will comply with, and, if applicable, that you have the legal authority to bind your organization or company to, this Agreement between you and BMO. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THIS SITE.

The information contained in this Site including, but not limited to, any attachments (collectively, the “Site Data”) is confidential and proprietary to BMO. You agree that the disclosure of the confidential information contained in the Site Data could irreparably harm BMO and the Access Fund, or a third party, including without limitation, the underlying fund, Georgian Alignment Fund II, LP (the “Georgian Fund”), its general partner, Georgian Alignment II GP, LP, its manager, Georgian Partners Growth LP (the “Georgian Manager”), and their respective affiliates (collectively with the Georgian Fund, “Georgian”), for which monetary damages would be an inadequate remedy and that, in addition to remedies at law, BMO is entitled to equitable relief as a remedy for any such breach or threatened breach. Accordingly, you agree to maintain, and if applicable cause each of your officers, employees, agents or consultants (“Representatives”) to maintain the confidentiality of BMO’s confidential information, and to take all commercially reasonable precautions (including using at least the same degree of care as you use to protect your own confidential information) to maintain such confidentiality. By accepting these terms and conditions and continuing to use this Site, you acknowledge and agree that any disclosure of confidential information contained in the Site Data by one of your Representatives shall be deemed to be a disclosure by you for all purposes of these terms and conditions and that BMO shall be entitled to enforce any rights to which it is otherwise entitled against you for any violations of these terms and conditions by any of your Representatives.

The Site Data has been prepared solely for information purposes by BMO AM and is confidential. BMO AM is providing access to the Site Data on a confidential basis to you and a limited number of other sophisticated investors solely for the purpose of providing certain information about a possible investment in limited partnership units of the Access Fund (the “Purpose”). The provision of such access does not constitute an offer to sell or a solicitation of an offer to purchase any security in the Access Fund. Any such offer or solicitation will be made only pursuant to the Access Fund’s confidential offering memorandum (as modified or supplemented from time to time, the “Memorandum”), limited partnership agreement (as modified or supplemented from time to time) and subscription document (as modified or supplemented from time to time), and will be subject to the terms and conditions contained in such documents including, without limitation, the legends contained in the Memorandum. Investment in the Access Fund’s limited partnership units involve significant risks due to, among other things, the nature of the Georgian Fund’s investments. See “Investment objective, strategies and risks” contained in the Memorandum. Investors must have the financial ability and willingness to accept the risks and lack of liquidity characteristic of the investment described by the Site Data. There is no public market for the limited partner units of the Access Fund and such units, subject to certain limited exceptions, are not transferable.

The Site Data is intended solely for “accredited investors” within the meaning of Canadian securities legislation. The product/information described in the Site Data is not intended for investors outside of Canada.

Certain statements included in the Site Data constitute forward-looking statements or information based on experience and expectations about these types of investments. The forward-looking statements in these materials include statements with respect to, among other things, projections, forecasts or estimates of cash flows, yields or returns, scenario analyses or proposed or expected portfolio composition and anticipated future events, performance or expectations. For example, such statements are sometimes indicated by words such as, but not limited to, those identified by the expressions “expect”, “intend”, “will”, “estimate”, “believe”, “forecast”, “seek”, “may”, “attempt”, “likely”, “should” and other similar expressions and negatives thereof. The forward-looking statements are not historical facts but reflect BMO AM’s current expectations regarding future results or events. These forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause actual results or events to differ materially from current expectations. Although BMO AM believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein. BMO AM undertakes no obligation to update publicly or otherwise revise any forward-looking statement or information whether as a result of new information, future events or other such factors which affect this information, except as required by law. No representation or warranty, express or implied, is made as to any forward-looking statements and information and no undue reliance should be placed on such forward-looking statements and information. BMO AM has no obligation and does not undertake to revise or update these materials or any forward-looking statements set forth herein, except as required by law. In addition, unless the context otherwise requires, the words “include”, “includes”, “including” and other words of similar import are meant to be illustrative rather than restrictive.

The Site Data reflects the general intentions of BMO AM as at the date of each relevant document. There can be no assurance that these intentions will not change or be adjusted to reflect the environment in which BMO AM will operate. Certain statements in these materials contain prior performance indication. Past performance and historic information is not necessarily indicative of future activities or returns, and there can be no assurance that BMO AM will achieve comparable results. Conclusions and opinions do not guarantee any future event or performance. Neither BMO AM nor any of its subsidiaries or affiliates are liable for any errors or omissions in the information or for any loss or damage suffered.

An investment in the Access Fund by a subscriber for units is not an investment in the Georgian Fund, and a limited partner of the Access Fund (each, a “Limited Partner”) will have no contractual relationship with, no direct interest in (and therefore no voting rights and informational rights, other than as may be determined by the general partner of the Access Fund and in accordance with the Access Fund’s limited partnership agreement), no entitlement to, or direct recourse against, the Georgian Fund. Georgian is not responsible for and is not making any representations, guarantees or warranties regarding the accuracy, completeness or fairness of the information contained herein. For the avoidance of doubt, Georgian is not marketing, offering, soliciting, inviting or recommending the sale of the units or any other securities of the Access Fund. The offering of units of the Access Fund does not constitute and should not be considered an offering of units or other securities or interests in the Georgian Fund. Potential Limited Partners of the Access Fund should note that neither Georgian nor any of its affiliates is a sponsor, promoter, manager or agent of the Access Fund. Although Limited Partners of the Access Fund will obtain indirect exposure to the Georgian Fund through an investment by the Access Fund in the Georgian Fund, Limited Partners of the Access Fund will not become limited partners of the Georgian Fund as a result of an investment by the Access Fund in the Georgian Fund.

The Access Fund may be considered to be a “connected issuer” or a “related issuer” of (i) the manager of the Access Fund, BMO AM, (ii) BMO Georgian GP Inc., or any successor appointed as general partner of the Access Fund (the “BMO General Partner”), (iii) BMO Nesbitt Burns Inc. (iv) BMO Private Investment Counsel Inc. and/or (v) BMO Investments Inc., as such terms are defined in National Instrument 33-105 Underwriting Conflicts, as BMO AM and BMO Private Investment Counsel Inc. are registered investment fund managers, exempt market dealers and portfolio managers and BMO Nesbitt Burns Inc. is an investment dealer and an investment fund manager, in each case, under applicable securities legislation. BMO AM and the BMO General Partner will be entitled to reimbursement of all expenses incurred in connection with the establishment of the Access Fund. BMO AM will be entitled to receive a management fee for its management of the Access Fund, and to a placement agent fee from the Georgian Fund in connection with the Access Fund’s investment in the Georgian Fund (as more fully described below). BMO Investments Inc. will also be entitled to a management fee for its management of the capital invested by the Access Fund in a BMO Money Market Fund (for certain temporary investments). In addition, the BMO General Partner is directly controlled by BMO AM as the sole shareholder of the BMO General Partner, and BMO AM, BMO Private Investment Counsel Inc., BMO Nesbitt Burns Inc. and BMO Investments Inc. are affiliates of each other.

Any projected outcomes, proceeds and performance (the “Projections”) included in the Site Data represent a range of potential outcomes and have been estimated by Georgian or BMO AM, as applicable. These Projections are for illustration purposes only and prospective investors are cautioned not to rely upon any such Projections. The Projections do not reflect any actual outcomes, proceeds and performance. Actual outcomes, proceeds and performance will be materially higher or lower than the Projections presented in this presentation and there can be no assurance that the Projections will be attained.

BMO AM has been engaged to act as placement agent for the sale of interests in the Access Fund. BMO AM will be paid a placement fee by the Access Fund of an annual amount equal to 0.50% of its net invested capital invested in the Georgian Fund (“Placement Fee”), for acting as placement agent in connection with the capital commitment of the Access Fund to the Georgian Fund. The Georgian Fund’s management fee charged to the Access Fund will be reduced dollar-for-dollar by the amount of the Placement Fee. As a result of that management fee reduction the Georgian Manager of the Georgian Fund, and not the Access Fund, will bear the economic burden of the Placement Fee. In addition, and separate from the Placement Fee, the Access Fund charges an annual management fee of 0.25% of committed capital plus 0.25% of its net invested capital invested in the Georgian Fund as more fully disclosed in the Memorandum.

You are permitted to download, store and print only as many copies of the Site Data as are reasonably needed in order for you to assess your potential investment in the Access Fund. You may disclose the Site Data only to those Representatives and/or if you are acting on behalf of any beneficial owner, such beneficial owners, in each case as applicable, as have a need to know for the Purpose (defined above) and only to the extent such Representatives or beneficial owners are subject to confidentiality obligations at least as restrictive as those set out herein. You agree to destroy or return all copies of the Site Data upon request by BMO, and in any event once you have determined not to invest in the Access Fund. You may keep any copies of the Site Data relevant to the Access Fund that you do agree to invest in, provided that you maintain the confidentiality of the Site Data in accordance with these confidentiality terms. All other use of the Site Data at any time, in whole or in part, and for any purpose is strictly prohibited without the prior written consent of BMO. You agree to promptly notify BMO in writing of any disclosure of BMO’s confidential information and to cooperate with BMO in mitigating the effects of such disclosure.

BMO is not obligated to inquire as to the authority or propriety of any use of or action taken using the login ID or password you were provided with in order to access this Site, nor will BMO be responsible for any loss to you that arises from such use or action or from your failure to comply with the provisions of this Agreement or any other terms of use you agreed to in order to access this Site.

You will be responsible for any liability to BMO and Georgian that arises out of your breach of this Agreement, or your use of the Site, and you agree to indemnify and hold harmless BMO and its affiliates, and each of their Representatives, as well as Georgian and its affiliates and each of their Representatives, from and against any and all suits, losses, claims, demands, damages, costs and expenses (including reasonable legal fees and expenses) that arise from or relate to your breach of any terms or conditions of this Agreement. BMO reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify BMO and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of BMO. BMO will use commercially reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

NEITHER BMO NOR GEORGIAN MAKES ANY REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, COMPREHENSIVENESS, SECURITY, CURRENCY OR ACCURACY OF THE SITE OR SITE DATA, THAT YOUR ACCESS TO OR USE OF THE SITE OR SITE DATA WILL BE RELIABLE, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SITE OR SITE DATA WILL BE FREE OF ANY VIRUS, WORM OR OTHER DESTRUCTIVE OR INVASIVE COMPUTER PROGRAM, SECURITY DEFECTS, VULNERABILITIES OR ERRORS.

YOU ARE GRANTED ACCESS TO THIS SITE ON AN “AS-IS” BASIS, AND BMO AND GEORGIAN DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED PROMISES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE OR SIDE DATA INCLUDING, BUT NOT LIMITED TO, WARRANTIES ABOUT THEIR CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, COMPATIBILITY WITH ANY EQUIPMENT OR SOFTWARE CONFIGURATIONS, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.

EXCEPT AS EXPRESSLY PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL BMO, BMO’S REPRESENTATIVES, GEORGIAN, GEORGIAN’S REPRESENTATIVES OR ANY THIRD-PARTY PROVIDER BE LIABLE TO YOU FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, OR DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REVENUES OR SAVINGS, LOSS OF DATA OR COSTS OF RECREATING LOST DATA, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF BMO OR GEORGIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF, INABILITY TO ACCESS OR USE, OR RELIANCE ON THE SITE OR THE SIDE DATA. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE.

To the extent that you execute an agreement with BMO pertaining to the Access Fund, the terms and conditions of that agreement including, but not limited to, representations and warranties, indemnities, limitations of liability or terms that relate to confidentiality, will take priority to the extent of any conflict with this Agreement.

BMO reserves the right to, in its sole discretion and for any or no reason, at any time and from time to time, deny or suspend your access to or use of the Site or any Site Data. In addition, you agree to cease accessing or using the Site or the Site Data upon BMO’s written request to you.