TORONTO DOMINION BANK (Form: F-3/A, Received: 07/10/2020 16:23:37)

As filed with the Securities and Exchange Commission on July 10, 2020

Registration No. 333-239012

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 1

Form F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE TORONTO-DOMINION BANK

(Exact name of Registrant as specified in its charter)


Canada		13-5640479
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

TD Bank Tower

Toronto-Dominion Centre

Toronto, Ontario M5K 1A2, Canada

(416) 982-8222

(Address and telephone number of Registrant’s principal executive offices)

Glenn Gibson

The Toronto-Dominion Bank

31 West 52nd Street

New York, NY 10019-6101

(212) 827-7000

(Name, address and telephone number of agent for service)

Please send copies of all communications to:

Norie Campbell, Esq.

Group Head and General Counsel

The Toronto-Dominion Bank

TD Bank Tower

Toronto-Dominion Centre Toronto,

Ontario M5K 1A2, Canada

(416) 308-6963

Ray Shirazi, Esq.

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

(212) 504-6000

Approximate date of commencement of proposed sale to the public: At such time or times on or after the effective date of this Registration Statement as the Registrant shall determine.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered⁽¹⁾	Proposed Maximum Offering Price per Security	Proposed Maximum Aggregate Offering Price⁽²⁾	Amount of Registration Fee⁽³⁾
Warrants	U.S.$200,000,000	100%	U.S.$200,000,000	U.S.$25,960

(1)	This Registration Statement also includes an indeterminate amount of securities of the class specified above that may be reoffered and resold on an ongoing basis after their initial sale in market-making transactions by affiliates of the Registrant.

(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.

(3)	Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.

The information in this prospectus is not complete and may be changed. These warrants may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these warrants in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated July 10, 2020

PROSPECTUS

LOGO

The Toronto-Dominion Bank

(a Canadian chartered bank)

U.S.$200,000,000

Warrants

This prospectus describes some of the general terms that may apply to warrants of The Toronto-Dominion Bank (the “Bank” or “TD”) and the general manner in which these warrants may be offered. The Bank will give you the specific prices and other terms of the warrants the Bank is offering in supplements to this prospectus. You should read this prospectus and the applicable supplement carefully before you invest in any of the warrants described herein. The Bank may sell the warrants to or through one or more underwriters, dealers or agents. The names of the underwriters, dealers or agents will be set forth in supplements to this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE WARRANTS OR DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospective investors should be aware that the acquisition of the warrants described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein or in the prospectus supplement.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Bank is a Canadian bank, that many of its officers and directors are residents of Canada, that some or all of the underwriters or experts named in the Registration Statement may reside outside of the United States, and that all or a substantial portion of the assets of the Bank and said persons may be located outside the United States.

Our common shares are currently listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) under the symbol “TD.” Our outstanding Class A First Preferred Shares are currently listed on the TSX.

The warrants described herein will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act (the “CDIC Act”) or by the United States Federal Deposit Insurance Corporation or any other Canadian or United States governmental agency or instrumentality.

Investing in the warrants described herein involves a number of risks. See “Risk Factors“ on page 1 of this prospectus.

The Bank, TD Securities (USA) LLC and certain of the Bank’s other affiliates may use this prospectus in the initial sale of any warrants described herein or in a market-making transaction in any warrants described herein after their initial sale. See “Plan of Distribution (Conflicts of Interest).”

The date of this prospectus is , 2020.

TABLE OF CONTENTS


Documents Incorporated by Reference			i

Where You Can Find More Information			ii

Further Information			iii

About this Prospectus			iii

Risk Factors			1

The Toronto-Dominion Bank			3

Presentation of Financial Information			3

Caution Regarding Forward-Looking Statements			5

Use of Proceeds			7

Consolidated Capitalization and Indebtedness			8

Description of the Warrants			9

Ownership, Book-Entry Procedures and Settlement			15

Tax Consequences			22

Benefit Plan Investor Considerations			30

Plan of Distribution (Conflicts of Interest)			32

Limitations on Enforcement of U.S. Laws Against the Bank, Our Management and Others			35

Legal Matters			36

Experts			37

Other Expenses of Issuance and Distribution			38

In this prospectus, unless the context otherwise indicates, the “Bank,” “TD,” “we,” “us” or “our” means The Toronto-Dominion Bank and its subsidiaries. All dollar amounts referred to in this prospectus are in Canadian dollars unless otherwise specifically expressed. In this prospectus, currency amounts are stated in Canadian dollars (“$”), unless specified otherwise.

DOCUMENTS INCORPORATED BY REFERENCE

The U.S. Securities and Exchange Commission (the “SEC”) allows the Bank to “incorporate by reference” the information we file with it, which means we can disclose important information to you by referring you to those documents. Copies of the documents incorporated herein by reference may be obtained upon written or oral request without charge from the Corporate Secretary of The Toronto-Dominion Bank, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada (telephone: (416) 308-6963). The documents incorporated by reference are available at www.sec.gov.

We incorporate by reference:

•

our Annual Report on Form 40-F for the fiscal year ended October 31, 2019, the report dated December 4, 2019 to the shareholders and Directors of The Toronto-Dominion Bank on the Consolidated Balance Sheet of the Bank as of October 31, 2019 and 2018, and the related Consolidated Statement of Income, Comprehensive Income, Changes in Equity, and Cash Flows for each of the years in the three-year period ended October 31, 2019, and the report dated December 4, 2019 to the shareholders and Directors of The Toronto-Dominion Bank on the effectiveness of internal control over financial reporting as of October 31, 2019 (the “2019 Annual Report”); and

•

our Reports on Form 6-K dated December 5, 2019 (excluding Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5, and Exhibit 99.6 thereto), December 19, 2019, January 17, 2020, February 27, 2020 (excluding Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6 thereto), March 2, 2020 (related to our Management Proxy Circular), March 20, 2020, March 20, 2020, April 1, 2020, April 14, 2020, May 8, 2020 and May 28, 2020 (excluding Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6 thereto).

In addition, we will incorporate by reference into this prospectus all documents that we file under Section 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, to the extent, if any, we designate therein, reports on Form 6-K we furnish to the SEC after the date of this prospectus and prior to the termination of any offering contemplated in this prospectus.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this prospectus, to the extent that a statement contained herein or in any other subsequently filed or furnished document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Upon a new Annual Report and the related annual financial statements being filed by us with, and, where required, accepted by, the SEC during the currency of this prospectus, the previous Annual Report and the related annual financial statements and the Reports on Form 6-K filed prior to the commencement of our financial year in which the new Annual Report is filed shall be deemed no longer to be incorporated by reference into this prospectus for purposes of future offers and sales of warrants hereunder, except (1) each Report on Form 6-K related to Exhibit 1.1 to this Registration Statement and (2) each Report on Form 6-K related to our Management Proxy Circular, which shall be deemed incorporated by reference into this prospectus until the filing of a Report on Form 6-K related to a new Management Proxy Circular.

All documents incorporated by reference, or to be incorporated by reference, have been filed with or furnished to, or will be filed with or furnished to, the SEC.

WHERE YOU CAN FIND MORE INFORMATION

In addition to our continuous disclosure obligations under the securities laws of the provinces and territories of Canada, we are subject to the information reporting requirements of the Exchange Act and in accordance therewith file reports and other information with the SEC. Under the multijurisdictional disclosure system adopted by the United States, such reports and other information may be prepared in accordance with the

disclosure requirements of Canada, which requirements are different from those of the United States. As the Bank is a “foreign private issuer” under the rules adopted under the Exchange Act, we are exempt from certain of the requirements of the Exchange Act, including the proxy and information provisions of Section 14 of the Exchange Act and the reporting and liability provisions applicable to officers, directors and significant shareholders under Section 16 of the Exchange Act. The Bank’s reports and other information, when filed by us in accordance with such requirements, can be inspected and copied by you at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public at the SEC’s website at www.sec.gov. Information about us can be located at our website at www.td.com. All Internet references in this prospectus are inactive textual references and we do not incorporate website contents into this prospectus.

FURTHER INFORMATION

We have filed with the SEC a Registration Statement on Form F-3 under the United States Securities Act of 1933, as amended (the “Securities Act”), with respect to the warrants offered with this prospectus. This prospectus is a part of that Registration Statement, and this prospectus does not contain all of the information set forth in the Registration Statement. You can access the Registration Statement together with its exhibits at the SEC’s website at www.sec.gov or inspect these documents at the offices of the SEC in order to obtain more information about us and about the warrants offered with this prospectus.

ABOUT THIS PROSPECTUS

This prospectus provides you with a general description of the warrants we may offer, which we may refer to herein as the “securities” as the context may require. Each time we sell warrants, we will provide one or more prospectus supplements, together with one or more pricing supplements and/or other types of offering documents or supplements (together referred to herein as a “prospectus supplement”) containing specific information about the terms of the warrants being offered. The prospectus supplement may include a discussion of any risk factors or other special considerations applicable to those warrants or to us. The prospectus supplement may also add, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the information in the prospectus supplement, which information shall modify or supersede any inconsistent information in the prospectus. You should read both this prospectus and the prospectus supplement together with additional information described under the heading “Where You Can Find More Information” above.

We may sell warrants to underwriters who will sell the warrants to the public on terms fixed at the time of sale. In addition, the warrants may be sold by us directly or through dealers or agents designated from time to time. If we, directly or through agents, solicit offers to purchase the warrants, we reserve the sole right to accept and, together with any agents, to reject, in whole or in part, any of those offers.

The prospectus supplement will contain the names of the underwriters, dealers or agents, if any, together with the terms of the offering, the compensation of those underwriters and the net proceeds to us. Any underwriters, dealers or agents participating in the offering may be deemed “underwriters” within the meaning of the Securities Act.

iii

RISK FACTORS

Investment in the warrants is subject to various risks, including those risks inherent in investing in an issuer involved in conducting the business of a diversified financial institution. From time to time, the market experiences significant price and volume volatility that may affect the market price of our securities for reasons unrelated to our performance. Also, the financial markets are generally characterized by extensive interconnections among financial institutions. As such, defaults by other financial institutions in Canada, the United States or other countries could adversely affect us and the market price of the warrants. Additionally, the warrants are subject to market value fluctuations based upon factors which influence our operations, such as legislative or regulatory developments, competition, technological change and global capital market activity.

Before deciding whether to invest in any warrants, you should consider carefully the risks described in the documents incorporated by reference in this prospectus (including subsequently filed documents incorporated by reference) and those described in the prospectus supplement, as the case may be, relating to a specific offering of warrants. You should consider the categories of risks identified and discussed in the “Risk Factors and Management” section of the Bank’s management’s discussion and analysis included in the 2019 Annual Report (the “2019 MD&A”) and in the “Financial Results Overview” and “Managing Risk” sections of the Bank’s management’s discussion and analysis included in the 2nd Quarter 2020 Report to Shareholders for the three and six months ended April 30, 2020 (the “Q2 2020 MD&A”), including those summarized under “Caution Regarding Forward-Looking Statements” in this prospectus as well as any risks described in subsequently filed documents incorporated by reference.

The warrants are a risky investment and may expire worthless.

The warrants are highly speculative leveraged investments that involve a high degree of risk. The warrants may expire worthless in which case you will lose your entire investment in the warrants. The warrants are not suitable for investors who cannot sustain a total loss of their investment. You should be willing and able to sustain a total loss of your investment in the warrants.

The Warrants Are Not Standardized Options Issued by the Options Clearing Corporation.

The warrants are not standardized options of the type issued by the Options Clearing Corporation (the “OCC”), a clearing agency regulated by the SEC. The warrants are unsecured, unsubordinated obligations of TD. Thus, unlike purchasers of OCC standardized options who have the credit benefits of guarantees and margin and collateral deposits by OCC clearing members to protect from a clearing member’s failure, you must look solely to TD for performance of its obligations upon exercise of the warrants. Further, the secondary market for the warrants, if any, will not be as liquid as the market for OCC standardized options and therefore, sales of the warrants prior to exercise or expiration might result in a price that is at a discount to the theoretical value of the warrants based on the then-prevailing level of the underlying asset(s) to which your warrants are linked and other factors affecting the market price of the warrants.

The Warrants are suitable only for investors with options-approved accounts.

The warrants will be sold only to investors with options-approved accounts. Investors considering purchasing the warrants should be experienced with respect to options and options transactions, and reach an investment decision only after carefully considering, with their advisors, the suitability of the warrants in light of their particular circumstances.

The warrant agreement is not an indenture qualified under the Trust Indenture Act, and the obligations of the warrant agent are limited.

The warrant agreement is not an indenture qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the warrant agent is not a trustee qualified under the Trust Indenture Act. Accordingly, holders will not have the benefit of the protections of the Trust Indenture Act. Under the terms of the warrant agreement, the warrant agent will have only limited obligations to the warrant holders.

Bank recapitalization “bail-in” regime.

The CDIC, Canada’s resolution authority, was granted enhanced restructuring powers in 2009 to transfer certain assets and liabilities of a bank to a newly created “bridge bank” for such consideration as it determines in the event of a bank getting into distress, to facilitate a sale of the bank to another financial institution as a going concern, or failing that, to wind up the bridge bank. Upon exercise of such power, any remaining assets and liabilities would remain with the “bad bank,” which would be wound up. As such, in this scenario, any liabilities of the Bank, such as the warrants, that remain with the “bad bank” may be effectively written off or subject to only partial repayment in the ensuing winding-up.

On June 22, 2016, legislation came into force amending the Bank Act (Canada) (the “Bank Act”) and the CDIC Act and certain other federal statutes pertaining to banks to create a bail-in regime for Canada’s domestic systemically important banks, which include the Bank. On September 23, 2018, regulations under the CDIC Act and the Bank Act came into force providing the details of the conversion regime for bail-in instruments issued by domestic systemically important banks, including the Bank (collectively, the “Bail-In Regulations”). Pursuant to the CDIC Act, in circumstances where the Office of the Superintendent of Financial Institutions Canada (the “superintendent”) has determined that the Bank has ceased, or is about to cease, to be viable, the Governor in Council may, upon a recommendation of the Minister of Finance that he or she is of the opinion that it is in the public interest to do so, grant an order directing CDIC to convert all or a portion of certain shares and liabilities of the Bank into common shares of the Bank (a “Bail-In Conversion”).

The Bail-In Regulations prescribe the types of shares and liabilities that will be subject to a Bail-In Conversion. In general, any senior debt securities with an initial or amended term to maturity greater than 400 days that are unsecured or partially secured and have been assigned a CUSIP or ISIN or similar identification number would be subject to a Bail-In Conversion. Shares, other than common shares, and subordinated debt, would also be subject to a Bail-In Conversion, unless they are non-viability contingent capital (NVCC) instruments. However, certain other debt obligations of the Bank such as structured notes (as defined in the Bail-In Regulations), covered bonds and certain derivatives, as well as certain other obligations of the Bank, would not be subject to a Bail-In Conversion. Unless otherwise specified in the prospectus supplement, the warrants will not be subject to a bail-in conversion.

In addition, the bail-in regime could adversely affect the Bank’s cost of funding.

THE TORONTO-DOMINION BANK

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group (“TD”). TD is the sixth largest bank in North America by branches and serves over 26 million customers in three key businesses operating in a number of locations in financial centers around the globe: Canadian Retail, which includes the results of the Canadian personal and commercial banking, wealth, and insurance businesses; U.S. Retail, which includes the results of the U.S. personal and business banking operations, wealth management services, and the Bank’s investment in TD Ameritrade Holding Corporation (TD Ameritrade); and Wholesale Banking. TD also ranks among the world’s leading online financial services firms, with more than 14 million active online and mobile customers. TD had $1.7 trillion in assets as at April 30, 2020. The Toronto-Dominion Bank’s common shares trade under the symbol “TD” on the Toronto Stock Exchange and the New York Stock Exchange.

The Bank’s head office and registered office are located in the TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada.

Additional information regarding the Bank is incorporated by reference into this prospectus. See “Documents Incorporated by Reference.”

PRESENTATION OF FINANCIAL INFORMATION

The financial information of the Bank incorporated by reference or otherwise contained in this prospectus has been prepared in accordance with International Financial Reporting Standards (“IFRS”). None of the financial information prepared in accordance with IFRS is comparable to the financial statements of companies using accounting principles generally accepted in the United States.

We publish our consolidated financial statements in Canadian dollars. As indicated in the table below, the Canadian dollar has fluctuated in value compared to the U.S. dollar over the last five years.

The tables below set forth the high and low daily exchange rates, the average yearly rate and the rate at period end between Canadian dollars and U.S. dollars (in U.S. dollars per Canadian dollar) for each year in the five-year period ended October 31, 2019 and for the three months ended January 31, 2020 and April 30, 2020, and the high and low daily exchange rates for each month in the period from November 1, 2019 through July 9, 2020. On July 9, 2020, the Canadian dollar daily average exchange rate was U.S.$0.7377. In the case of the rates for the years ended October 31, 2015 and 2016, this information is based on the noon rates as reported by the Bank of Canada at approximately noon each trading day. In the case of the years ended October 31, 2017, 2018 and 2019, this information is based on the daily average exchange rate as reported by the Bank of Canada as being in effect at approximately 4:30 PM EST on a specified date (on April 29, 2017, the Bank of Canada stopped reporting the noon rate).


Year ended October 31	High		Low		Average Rate¹		At period end
2015		0.8900		0.7455		0.7978		0.7644
2016		0.7972		0.6854		0.7550		0.7461
2017		0.8245		0.7276		0.7652		0.7756
2018		0.8138		0.7513		0.7768		0.7609
2019		0.7670		0.7330		0.7525		0.7599


Three months ended	High		Low		Average Rate¹		At period end
January 31, 2020		0.7710		0.7515		0.7594		0.7557
April 30, 2020		0.7562		0.6898		0.7228		0.7189


Month of 2019	High		Low
November		0.7606		0.7515
December		0.7699		0.7518


Month of 2020	High		Low
January		0.7710		0.7557
February		0.7562		0.7447
March		0.7487		0.6898
April		0.7192		0.7034
May		0.7265		0.7080
June		0.7472		0.7309
July (through July 9, 2020)		0.7387		0.7361

The average of the closing exchange rates on the last business day of each full month during the relevant period. In the case of the rates for the years ended October 31, 2015 and 2016, data is based on the average noon buying rates on the last business day of each full month during the relevant period. In the case of the years ended October 31, 2017, 2018 and 2019, data is based on the average of the daily average exchange rates on the last business day of each full month during the relevant period.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

From time to time, the Bank makes written and/or oral forward-looking statements, including in this document, in other filings with Canadian regulators or the SEC, and in other communications. In addition, representatives of the Bank may make forward-looking statements orally to analysts, investors, the media and others. All such statements are made pursuant to the “safe harbor” provisions of, and are intended to be forward-looking statements under, applicable Canadian and U.S. securities legislation, including the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements made in this prospectus, the 2019 MD&A under the heading “Economic Summary and Outlook,” for the Canadian Retail, U.S. Retail and Wholesale Banking segments under headings “Business Outlook and Focus for 2020”, and for the Corporate segment, “Focus for 2020”, and in other statements regarding the Bank’s objectives and priorities for 2020 and beyond and strategies to achieve them, the regulatory environment in which the Bank operates, and the Bank’s anticipated financial performance. Forward-looking statements are typically identified by words such as “will,” “would,” “should,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “goal,” “target,” “may,” and “could.”

By their very nature, these forward-looking statements require the Bank to make assumptions and are subject to inherent risks and uncertainties, general and specific. Especially in light of the uncertainty related to the physical, financial, economic, political, and regulatory environments, such risks and uncertainties—many of which are beyond the Bank’s control and the effects of which can be difficult to predict—may cause actual results to differ materially from the expectations expressed in the forward-looking statements. Risk factors that could cause, individually or in the aggregate, such differences include: credit, market (including equity, commodity, foreign exchange, interest rate and credit spreads), liquidity, operational (including technology, cyber security, and infrastructure), model, reputational, insurance, strategic, regulatory, legal, conduct, environmental, capital adequacy, and other risks. Examples of such risk factors include the impacts of the Corona Virus Disease 2019 (COVID-19); the general business and economic conditions in the regions in which the Bank operates; geopolitical risk; the ability of the Bank to execute on long-term strategies and shorter-term key strategic priorities, including the successful completion of acquisitions and dispositions, business retention plans, and strategic plans; the ability of the Bank to attract, develop, and retain key executives; disruptions in or attacks (including cyber-attacks or data security breaches) on the Bank’s information technology, internet, network access or other voice or data communications systems or services; fraud or other criminal activity to which the Bank is exposed; the failure of third parties to comply with their obligations to the Bank or its affiliates, including relating to the care and control of information; the impact of new and changes to, or application of, current laws and regulations, including without limitation tax laws, capital guidelines and liquidity regulatory guidance and the bank recapitalization “bail-in” regime; exposure related to significant litigation and regulatory matters; increased competition from incumbents and non-traditional competitors, including Fintech and big technology competitors; changes to the Bank’s credit ratings; changes in currency and interest rates (including the possibility of negative interest rates); increased funding costs and market volatility due to market illiquidity and competition for funding; Interbank Offered Rate (IBOR) transition risk; critical accounting estimates and changes to accounting standards, policies, and methods used by the Bank; existing and potential international debt crises; environmental and social risk; and the occurrence of natural and unnatural catastrophic events and claims resulting from such events. The Bank cautions that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect the Bank’s results. For more detailed information, please refer to the “Risk Factors and Management” section of the 2019 MD&A, as supplemented by the “Risk Factors” section of the second quarter shareholders’ report for the period ending April 30, 2020, and as may be updated in subsequently filed quarterly reports to shareholders and other filings made by the Bank that are incorporated by reference in this prospectus. All such factors should be considered carefully, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements, when making decisions with respect to the Bank and the Bank cautions readers not to place undue reliance on the Bank’s forward-looking statements.

Material economic assumptions underlying the forward-looking statements contained in this prospectus are set out in the 2019 MD&A under the headings “Economic Summary and Outlook,” for the Canadian Retail,

U.S. Retail and Wholesale Banking segments, “Business Outlook and Focus for 2020,” and for the Corporate Segment, “Focus for 2020,” each as may be updated in subsequently filed quarterly reports to shareholders incorporated by reference into this prospectus.

Any forward-looking statements contained in this prospectus represent the views of management only as of the date of this prospectus and are presented for the purpose of assisting the Bank’s shareholders and analysts in understanding the Bank’s financial position, objectives and priorities and anticipated financial performance as at and for the periods ended on the dates presented, and may not be appropriate for other purposes. The Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf, except as required under applicable securities legislation. Information contained in or otherwise accessible through the websites mentioned in this prospectus does not form part of this prospectus. All references in this prospectus to websites are inactive textual references and are for your information only.

USE OF PROCEEDS

Unless otherwise specified in the prospectus supplement, the net proceeds to the Bank from the sale of the warrants will be added to the Bank’s general funds and utilized for general corporate purposes, which may include funding of our affiliate TD Securities (USA) LLC or any other general corporate purpose we may deem necessary or advisable. TD Securities (USA) LLC may participate as an underwriter, dealer or agent in any offering of the warrants offered with this prospectus. For more information, see “Plan of Distribution (Conflicts of Interest)—Conflicts of Interest.”

CONSOLIDATED CAPITALIZATION AND INDEBTEDNESS

The following table sets forth the Bank’s consolidated capitalization at April 30, 2020. This table should be read in conjunction with the Bank’s unaudited interim condensed consolidated financial statements for the three and six months ended April 30, 2020 (the “Q2 2020 Unaudited Consolidated Financial Statements”) and the Q2 2020 MD&A, which are incorporated by reference in this prospectus.


(in millions of Canadian dollars)	As at April 30, 2020
Subordinated notes and debentures	$	14,024
Equity
Common shares (millions of shares issued and outstanding: 1,803.7)		21,766	⁽¹⁾
Preferred shares (millions of shares issued and outstanding: 232.0)		5,800	⁽¹⁾
Treasury shares—common (millions of shares held: 0.3)		(25)	⁽¹⁾
Treasury shares—preferred (millions of shares held: 0.2)		(3)	⁽¹⁾
Contributed surplus		124
Retained earnings		49,702
Accumulated other comprehensive income (loss)		15,970
Non-controlling interests in subsidiaries		—
Total equity		93,334

Total capitalization	$	107,358

(1)	For more information, refer to “Note 14: Equity” to the Q2 2020 Unaudited Consolidated Financial Statements.

DESCRIPTION OF THE WARRANTS

General

We may issue warrants having the following characteristics, all as further specified in the prospectus supplement relating to the warrant.

We may issue warrants to purchase or sell, on terms to be determined at the time of sale:

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securities issued by an entity not affiliated with us, a basket of those securities, an index or indices of those securities or any other property;

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exchange-traded funds (“ETFs”); or

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any combination of the above.

The property in the above clauses is referred to as “warrant property.” We may satisfy our obligations, if any, with respect to any warrants by delivering or receiving the warrant property or, in the case of cash-settled warrants to purchase or sell warrant property, by cash payments, if any, based on the value of the warrant property, as described in the applicable prospectus supplement.

Terms Specified in Prospectus Supplement

The prospectus supplement will contain, where applicable, the following terms of and other information relating to any series of offered warrants:

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the specific title;

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the issue price and the applicable minimum denominations;

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the specific designation and aggregate number of, and the price at which we will issue, the warrants;

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the currency with which the warrants may be purchased;

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the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

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whether the warrants are put warrants or call warrants, whether you or the Bank will have the right to exercise the warrants and any conditions or restrictions on the exercise of the warrants;

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the specific warrant property, and the amount or the method for determining the amount of the warrant property, purchasable or saleable upon exercise of each warrant;

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the price at which and the currency with which the warrant property may be purchased or sold upon the exercise of each warrant, or the method of determining that price;

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whether the exercise of the warrants is to be cash-settled or by delivery of the warrant property or combination thereof;

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the events or circumstances, if any, that will cause the warrants to be deemed automatically exercised;

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the place or places for payment of amounts due under the warrants;

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whether we will issue the warrants in global form and under what terms and conditions;

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any agents for the warrants, including the warrant agent, depositaries, authenticating or paying agents, transfer agents or registrars;

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applicable U.S. federal income tax and Canadian federal income tax consequences to the extent not contained in this prospectus; and

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any other terms of the warrants.

Significant Provisions of the Warrant Agreements

We will issue the warrants under a warrant agreement to be entered into between us and a bank or trust company, as warrant agent, in one or more series, which will be described in the prospectus supplement for the warrants. The form of warrant agreement is filed as an exhibit to the registration statement. The following summarizes the significant provisions of the warrant agreement and the warrants and is not intended to be comprehensive. Holders of the warrants should review the detailed provisions of the warrant agreement for a full description and for other information regarding the warrants.

Modifications Without Consent of Holders. We and the warrant agent may amend the terms of the warrants and the warrant certificates without the consent of the holders:

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to cure any ambiguity;

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to cure, correct or supplement any defective or inconsistent provision;

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to establish the forms or terms of warrant certificates or warrants of any series;

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to evidence the acceptance of appointment by a successor agent;

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to add to, change or eliminate any of the provisions of the warrant agreement in respect of all or any warrants of any series; provided that any such addition, change or elimination (i) shall neither (a) apply to any warrant issued prior to the execution of such supplemental agreement and entitled to the benefit of such provision nor (b) modify the rights of any holder of such warrant with respect to such provision or (ii) shall become effective only when there is no such warrant outstanding; or

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in any other manner which we may deem necessary or desirable and which will not adversely affect the interests of the affected holders in any material respect.

Modifications With Consent of Holders. We and the warrant agent, with the consent of the holders of not less than a majority in number of the then outstanding warrants affected, may modify or amend the warrant agreement. However, we and the warrant agent may not make any of the following modifications or amendments without the consent of each affected holder:

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change the exercise price of the warrants;

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reduce the amount receivable upon exercise, cancellation or expiration of the warrants other than in accordance with the antidilution provisions or other similar adjustment provisions included in the terms of the warrants;

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shorten the period of time during which the warrants may be exercised;

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materially and adversely affect the rights of the owners of the warrants; or

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reduce the percentage of outstanding warrants the consent of whose owners is required for the modification of the warrant agreement.

Merger or Consolidation of the Bank. The warrant agreement provides that we will not merge or consolidate with any other person, unless:

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we will be the continuing person; or

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the successor person by merger or consolidation to the Bank:

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will be one or more direct or indirect affiliates which we control or which are under common control with us; or

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will expressly assume or guaranty all of our obligations under the warrant agreement and the warrants; and

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immediately after the merger or consolidation, we or that successor person, as the case may be, will not be in default in the performance of the covenants and conditions of the warrant agreement applicable to it.

Sale, Lease or Conveyance by the Bank. The warrant agreement provides that we will not sell, lease or convey all or substantially all of our assets to any other person, unless:

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the person that acquires all or substantially all of our assets:

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will be one or more direct or indirect affiliates which we control or which are under common control with us; or

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will expressly assume all of our obligations under the warrant agreement and the warrants; and

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immediately after the sale, lease or conveyance, that acquiring person will not be in default in the performance of the covenants and conditions of the warrant agreement applicable to it.

Absence of Protections against All Potential Actions of the Bank. There are no covenants or other provisions in the warrant agreement that would afford holders of warrants additional protection in the event of a recapitalization transaction, a change of control of the Bank or a highly leveraged transaction. The merger covenants described above would apply only if the recapitalization transaction, change of control or highly leveraged transaction were structured to include a merger or consolidation of the Bank or a sale, lease or conveyance of all or substantially all of our assets.

Enforceability of Rights of Holders. The warrant agent will act solely as our agent in connection with the warrant certificates and will not assume any obligation or relationship of agency or trust for or with any holders of warrant certificates or beneficial owners of warrants. Any holder of warrant certificates and any beneficial owner of warrants may, without the consent of any other person, enforce its right, and may institute any proceeding, on its own behalf, to exercise the warrants evidenced by the warrant certificates in the manner provided for in that series of warrants or pursuant to the warrant agreement.

Registration and Transfer of Warrants. Subject to the terms of the warrant agreement, warrants in definitive form may be presented for exchange and for registration of transfer, at the corporate trust office of the warrant agent for that series of warrants, or at any other office indicated in the prospectus supplement relating to that series of warrants, without service charge. However, the holder will be required to pay any taxes and other governmental charges as described in the warrant agreement. The transfer or exchange will be effected only if the warrant agent for the series of warrants is satisfied with the documents of title and identity of the person making the request. See “—Forms of the Warrants” for information regarding warrants in global form.

Replacement of Warrants. We will replace any mutilated certificate evidencing a definitive warrant at the expense of the holder upon surrender of that certificate to the warrant agent. We will replace certificates that have been destroyed, lost or stolen at the expense of the holder upon delivery to us and the warrant agent of evidence satisfactory to us and the warrant agent of the destruction, loss or theft of the certificates. In the case of a destroyed, lost or stolen certificate, an indemnity satisfactory to the warrant agent and to us may be required at the expense of the holder of the warrant evidenced by that certificate before a replacement will be issued.

New York Law to Govern. The warrants and each warrant agreement will be governed by, and construed in accordance with, the laws of the State of New York. In the case of the insolvency of the Bank, the Bank Act provides that priorities among payments of deposit liabilities of the Bank, payments in respect of warrants and payments of all other liabilities are to be determined in accordance with the laws governing priorities and, where applicable, by the terms of the indebtedness and liabilities. Because we have subsidiaries, our right to participate in any distribution of the assets of our banking or non-banking subsidiaries, upon a subsidiary’s dissolution, winding-up, liquidation or reorganization or otherwise, and thus your ability to benefit indirectly from such distribution, is subject to the prior claims of creditors of that subsidiary, except to the extent that we may be a creditor of that subsidiary and our claims are recognized. In addition, there are regulatory and other legal limitations on the extent to which some of our subsidiaries may extend credit, pay dividends or otherwise supply funds to, or engage in transactions with, us or some of our other subsidiaries. Accordingly, the warrants will be structurally subordinated to all existing and future liabilities of our subsidiaries, and holders of warrants should look only to our assets for payments on the warrants.

Unless otherwise specified in the prospectus supplement, the warrants will not be subject to a bail-in conversion.

Ranking

Unless otherwise specified in the applicable prospectus supplement, the warrants will be unsecured, unsubordinated obligations of the Bank and will rank on a parity in right of payment with all of the Bank’s deposit liabilities, except for obligations preferred by mandatory provisions of law.

Payment of Additional Amounts

Unless otherwise specified in the prospectus supplement, all amounts payable in respect of the warrants by us will be made without us making any withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”), unless the withholding or deduction of such Taxes is required or authorized by law or the administration thereof. In that event, we will, subject to certain exceptions and limitations set forth below, pay such additional amounts (“Additional Amounts”) to the holder or beneficial owner of any warrant as may be necessary in order that every net payment of any amounts payable on such warrant, after any withholding or deduction for Taxes imposed or levied by or on behalf of Canada or any political subdivision or taxing authority thereof or therein having the power to tax (each a “Taxing Jurisdiction”) (and Taxes imposed or levied by a Taxing Jurisdiction on such Additional Amounts), will not be less than the amount such holder or beneficial owner would have received if such Taxes imposed or levied by or on behalf of a Taxing Jurisdiction had not been withheld or deducted. We will not, however, be required to make any payment of Additional Amounts to any holder or beneficial owner for or on account of:

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any Taxes that would not have been so imposed but for a present or former connection (including, without limitation, carrying on business in a Taxing Jurisdiction or having a permanent establishment or fixed base in a Taxing Jurisdiction) between such holder or beneficial owner of a warrant (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and a Taxing Jurisdiction, other than merely holding such warrant or receiving payments with respect to such warrant;

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any estate, inheritance, gift, sales, transfer or personal property Tax or any similar Tax with respect to a warrant;

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any Tax imposed by reason that such holder or beneficial owner of a warrant or other person entitled to payments on the warrant does not deal at arm’s length within the meaning of the Income Tax Act (Canada) with us or is, or does not deal at arm’s length with any person who is, a “specified shareholder” of us for purposes of the thin capitalization rules in the Income Tax Act (Canada);

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any Tax that is levied or collected otherwise than by withholding from payments on or in respect of a warrant;

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any Tax required to be withheld by any paying agent from any payment on a warrant, if such payment can be made without such withholding by at least one other paying agent;

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any Tax that would not have been imposed but for the failure of a holder or beneficial owner of a warrant to comply with certification, identification, declaration, information or other reporting requirements, if such compliance is required by a Taxing Jurisdiction (including where required by statute, treaty, regulation or administrative pronouncement) as a precondition to relief or exemption from such Tax;

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any Tax which would not have been imposed but for the presentation of a warrant (where presentation is required) for payment on a date more than 30 days after (i) the date on which such payment became due and payable or (ii) the date on which payment thereof is duly provided for, whichever occurs later;

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any withholding or deduction imposed pursuant to (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, (ii) any treaty, law, regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, or (iii) any agreement between us and the United States or any authority thereof implementing FATCA; or

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any combination of the items listed above;

nor shall Additional Amounts be paid with respect to any payment on a warrant to a holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary, a member of such partnership or such beneficial owner would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner held its interest in the warrant directly.

Tax Redemption

Unless otherwise specified in the prospectus supplement, we have the right to redeem, in whole but not in part, any of the warrants at our option at any time prior to expiration, upon the giving of a notice of redemption as described below, if:

(i)

as a result of any change (including any announced prospective change) in or amendment to the laws or treaties (or any rules, regulations, rulings or administrative pronouncements thereunder) of Canada or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, treaties, rules, regulations, rulings or administrative pronouncements (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date of the prospectus supplement relating to the applicable warrants, in the written opinion of our legal counsel of recognized standing, we have or will become obligated to pay, on the next succeeding date on which any amount payable is due, Additional Amounts (assuming, in the case of any announced prospective change, that such announced change will become effective as of the date specified in such announcement and in the form announced); or

(ii)

on or after the date of the prospectus supplement relating to the applicable warrants any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada or any political subdivision or taxing authority thereof or therein, including any of those actions specified in the paragraph immediately above, whether or not such action was taken or decision was rendered with respect to us, or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the written opinion of our legal counsel of recognized standing, will result in our becoming obligated to pay, on the next succeeding date on which any amount payable is due, Additional Amounts (assuming, in the case of any announced prospective change, that such announced change will become effective as of the date specified in such announcement and in the form announced);

and, in any such case, we in our business judgment, determine that such obligation cannot be avoided by the use of reasonable measures available to us. For the avoidance of doubt, reasonable measures do not include a change in the terms of the warrants or a substitution of the debtor. If we exercise this right, the redemption price of the warrants will be determined in the manner described in the prospectus supplement.

Prior to the giving of any notice of redemption pursuant to the above paragraph, we will deliver to the warrant agent:

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a certificate stating that we are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to our right to so redeem have occurred; and

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an opinion of counsel prepared in accordance with the terms of the indenture;

Notice of redemption will be given not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the applicable redemption price will be specified in the notice.

Forms of the Warrants

Except as provided in the prospectus supplement, each warrant will generally be represented by one or more global securities representing the entire issuance of warrants. We will issue warrants evidenced by certificates in definitive form to a particular investor only in limited circumstances. Both certificated securities in definitive form and global securities will be issued in registered form, where our obligation runs to the holder of the security named on the face of the security. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than any interim payments, you or your nominee must physically deliver the securities to the warrant agent, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the warrants. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative. See “Ownership, Book-Entry Procedures and Settlement.”

OWNERSHIP, BOOK-ENTRY PROCEDURES AND SETTLEMENT

In this section, we describe special considerations that will apply to warrants that are registered securities issued in global i.e., book-entry, form. First we describe the difference between registered ownership and indirect ownership of registered securities. Then we describe special provisions that apply to global securities.

Registered Owners

Each security will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing securities. We refer to those who have securities registered in their own names, on the books that we or the warrant agent maintain for this purpose, as the “registered holders” of those securities. Subject to limited exceptions, we and the warrant agent are entitled to treat the registered holder of a security as the person exclusively entitled to vote, to receive notices, to receive any payment in respect of the security and to exercise all the rights and powers as an owner of the security. We refer to those who own beneficial interests in securities that are not registered in their own names as indirect owners of those securities. As we discuss below, indirect owners are not registered holders, and investors in securities issued in book-entry form or in street name will be indirect owners.

Book-Entry Owners

Unless otherwise noted in your prospectus supplement, we will issue each security in book-entry form only. This means securities will be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

Under the warrant agreement, subject to limited exceptions, only the person in whose name a security is registered is recognized as the holder of that security. Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities and we will make all payments on the securities, including deliveries of any property other than cash, to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.

As a result, investors will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect owners, and not registered holders, of the securities.

Street Name Owners

We may terminate an existing global security or issue securities initially in non-global form. In these cases, investors may choose to hold their securities in their own names or in street name. Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.

For securities held in street name, we will, subject to limited exceptions, recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we will make all payments on those securities, including deliveries of any property other than cash, to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect owners, not registered holders, of those securities.

Registered Holders

Subject to limited exceptions, our obligations, as well as the obligations of the warrant agent under any warrant agreement and the obligations, if any, of any other third parties employed by us, run only to the registered holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect owner of a security or has no choice because we are issuing the securities only in global form.

For example, once we make a payment or give a notice to the registered holder, we have no further responsibility for that payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect owners but does not do so. Similarly, if we want to obtain the approval of the holders for any purpose—for example, to amend the warrant agreement for a series of warrants or to relieve us of the consequences of a default or of our obligation to comply with a particular provision of the warrant agreement—we would seek the approval only from the registered holders, and not the indirect owners, of the relevant securities. Whether and how the registered holders contact the indirect owners is up to the registered holders.

When we refer to “you” in this prospectus, we mean all purchasers of the securities being offered by this prospectus, whether they are the registered holders or only indirect owners of those securities. When we refer to “your securities” in this prospectus, we mean the securities in which you will hold a direct or indirect interest.

Special Considerations for Indirect Holders

If you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:

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how it handles securities payments and notices;

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whether it imposes fees or charges;

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how it would handle a request for the holders’ consent, if ever required;

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how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and

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if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.

Global Securities

Most offered securities will be issued in global i.e., book-entry, form. Upon issuance, all book-entry securities will be represented by one or more fully registered global securities, without coupons, that we deposit with and register in the name of one or more financial institutions or clearing systems, or their nominees, which we select. A financial institution or clearing system that we select for any security for this purpose is called the “depositary” for that security. A security will usually have only one depositary but it may have more. Each series of securities will have one or more of the following as the depositaries:

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The Depository Trust Company, New York, New York, which is known as “DTC”;

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Euroclear System, which is known as “Euroclear”;

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Clearstream Banking, société anonyme, Luxembourg, which is known as “Clearstream”;

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CDS Clearing and Depository Services Inc., which is known as “CDS”; and

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any other clearing system or financial institution named in the prospectus supplement.

The depositaries named above may also be participants in one another’s systems. Thus, for example, if DTC is the depositary for a global security, investors may hold beneficial interests in that security through Euroclear, Clearstream or CDS, as DTC participants. The depositary or depositaries for your securities will be named in your prospectus supplement; if none is named, the depositary will be DTC.

A global security may represent one or any other number of individual securities. Generally, all securities represented by the same global security will have the same terms. We may, however, issue a global security that represents multiple securities of the same kind, such as warrants, that have different terms and are issued at different times. We call this kind of global security a master global security. Your prospectus supplement will not indicate whether your securities are represented by a master global security.

Except in limited circumstances, a global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee. As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own only indirect interests in a global security. Indirect interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but only an indirect owner of an interest in the global security.

Special Considerations for Global Securities.

As an indirect owner, an investor’s rights relating to a global security will be governed by the account rules of the depositary and those of the investor’s bank, broker, financial institution or other intermediary through which it holds its interest (e.g., Euroclear, Clearstream or CDS, if DTC is the depositary), as well as general laws relating to securities transfers. We do not recognize this type of investor or any intermediary as a holder of securities and instead deal only with the depositary that holds the global security,

If securities are issued only in the form of a global security, an investor should be aware of the following:

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an investor cannot cause the securities to be registered in his or her own name, and cannot obtain non-global certificates for his or her interest in the securities, except in limited circumstances;

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an investor will be an indirect holder and must look to his or her own bank, broker or other financial institution for payments on the securities and protection of his or her legal rights relating to the securities;

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an investor may not be able to sell interests in the securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form;

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an investor may not be able to pledge his or her interest in a global security in circumstances in which certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

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the depositary’s policies will govern payments, deliveries, transfers, exchanges, notices and other matters relating to an investor’s interest in a global security, and those policies may change from time to time. We and the warrant agent will have no responsibility for any aspect of the depositary’s policies, actions or records of ownership interests in a global security. We and the warrant agent also do not supervise the depositary in any way;

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the depositary may require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds and your bank, broker or other financial institution may require you to do so as well; and

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financial institutions that participate in the depositary’s book-entry system and through which an investor holds its interest in the global securities, directly or indirectly, may also have their own

policies affecting payments, deliveries, transfers, exchanges, notices and other matters relating to the securities, and those policies may change from time to time. For example, if you hold an interest in a global security through Euroclear, Clearstream or CDS, when DTC is the depositary, Euroclear, Clearstream or CDS, as applicable, may require those who purchase and sell interests in that security through them to use immediately available funds and comply with other policies and procedures, including deadlines for giving instructions as to transactions that are to be effected on a particular day. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the policies or actions or records of ownership interests of any of those intermediaries.

Considerations Relating to DTC

DTC has informed us as follows:

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that DTC participants deposit with DTC. DTC also facilitates the post-trade settlement among DTC participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between DTC participants’ accounts. This eliminates the need for physical movement of securities certificates. DTC participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. The rules applicable to DTC and DTC participants are on file with the SEC.

Purchases of securities within the DTC system must be made by or through DTC participants, which will receive a credit for the securities on DTC’s records. The ownership interest of each actual acquirer of new securities is in turn to be recorded on the direct and indirect participants’ records. Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the securities are to be accomplished by entries made on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in securities, except in the event that use of the book-entry system for the securities is discontinued.

To facilitate subsequent transfers, the securities deposited by direct participants with DTC will be registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other nominee will not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the securities; DTC’s records reflect only the identity of the direct participants to whose accounts the securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping account of their holdings on behalf of their customers.

The securities of each beneficial owner of a book-entry security will be evidenced solely by entries on the books of the beneficial owner’s securities intermediary. The actual purchaser of the securities will generally not be entitled to have the securities represented by the global securities registered in its name and will not be

considered the owner under the terms of the securities and their governing documents. That means that we and any warrant agent, issuing and paying agent, registrar or other agent of ours for the securities will be entitled to treat the registered holder, DTC, as the holder of the securities for all purposes. In most cases, a beneficial owner will also not be able to obtain a paper certificate evidencing the holder’s ownership of securities. As mentioned above, the book-entry system for holding securities eliminates the need for physical movement of certificates and is the system through which most publicly traded securities are held in the United States. However, the laws of some jurisdictions require some purchasers of securities to take physical delivery of their securities in definitive form. These laws may impair the ability to own, transfer or pledge beneficial interests in book-entry securities.

A beneficial owner of book-entry securities represented by a global security may exchange the securities for definitive (paper) securities only if:

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DTC is unwilling or unable to continue as depositary for such global security and we do not appoint a qualified replacement for DTC within 90 days; or

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we in our sole discretion decide to allow some or all book-entry securities to be exchangeable for definitive securities in registered form.

Unless we indicate otherwise, any global security that is so exchangeable will be exchangeable in whole for definitive securities in registered form, with the same terms and of an equal aggregate amount. Definitive securities will be registered in the name or names of the person or persons specified by DTC in a written instruction to the registrar of the securities. DTC may base its written instruction upon directions that it receives from its participants.

In this prospectus, for book-entry securities, references to actions taken by security holders will mean actions taken by DTC upon instructions from its participants, and references to payments and notices of redemption to security holders will mean payments and notices of redemption to DTC as the registered holder of the securities for distribution to participants in accordance with DTC’s procedures. Each sale of a book-entry security will settle in immediately available funds through DTC unless otherwise stated.

Delivery of notices and other communications by DTC to its direct participants, by its direct participants to indirect participants, and by its direct and indirect participants to beneficial owners of the securities will be governed by arrangements among them, respectively, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices will be sent to DTC. If less than all of the securities are being redeemed, DTC will determine the amount of the interest of each direct participant to be redeemed in accordance with its then-current procedures.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to securities unless authorized by a direct participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an omnibus proxy to the issuer as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts such securities are credited on the record date (identified in a listing attached to the omnibus proxy).

Distribution payments on the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s usual practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the issuer or agent on the relevant payment date in accordance with their respective holdings shown on DTC’s records. Payments by DTC participants to beneficial owners will be governed by standing instructions and customary practices and will be the responsibility of such participants and not of DTC, the agent or the issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of distributions to Cede & Co. (or other nominee as may be requested by an authorized representative of DTC) is the responsibility of the issuer or agent,

disbursements of such payments to direct participants are the responsibility of DTC, and disbursements of such payments to the beneficial owners are the responsibility of direct and indirect participants.

We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interest in the book-entry securities or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

DTC may discontinue providing its services as depositary with respect to the securities at any time by giving reasonable notice to the issuer or agent. Under such circumstances, in the event that a successor depositary is not obtained, security certificates are required to be printed and delivered.

We may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depositary). In that event, security certificates will be printed and delivered to DTC.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

Considerations Relating to Euroclear and Clearstream

Euroclear and Clearstream are securities clearing systems in Europe. Both systems clear and settle securities transactions between their participants through electronic, book-entry delivery of securities against payment.

Euroclear and Clearstream may be depositaries for a global security. In addition, if DTC is the depositary for a global security, Euroclear and Clearstream may hold interests in the global security as participants in DTC.

As long as any global security is held by Euroclear or Clearstream, as depositary, you may hold an interest in the global security only through an organization that participates, directly or indirectly, in Euroclear or Clearstream. If Euroclear or Clearstream is the depositary for a global security and there is no depositary in the United States, you will not be able to hold interests in that global security through any securities clearance system in the United States.

Payments, deliveries, transfers, exchanges, notices and other matters relating to the securities made through Euroclear or Clearstream must comply with the rules and procedures of those systems. Those clearing systems could change their rules and procedures at any time. We have no control over those systems or their participants, and we take no responsibility for their activities. Transactions between participants in Euroclear or Clearstream, on one hand, and participants in DTC, on the other hand, when DTC is the depositary, would also be subject to DTC’s rules and procedures.

Special Timing Considerations Relating to Transactions in Euroclear and Clearstream.

Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other transactions involving any securities held through those clearing systems only on days when those systems are open for business. These clearing systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

In addition, because of time-zone differences, U.S. investors who hold their interests in the securities through these clearing systems and wish to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, on a particular day may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, investors who wish to exercise rights that expire on a particular day may need to act before the expiration date. In addition, investors who hold their interests through both DTC and Euroclear or Clearstream may need to make special arrangements to finance any purchases or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than would be the case for transactions within one clearing system.

Considerations Relating to CDS

The information concerning CDS has been taken from, or is based upon, publicly available documents. CDS is Canada’s national securities clearing and depository services organization. Functioning as a service utility for the Canadian financial community, CDS provides a variety of computer automated services for financial institutions and investment dealers active in Canadian and international capital markets. CDS participants (“CDS Participants”) include banks, investment dealers and trust companies, and may include underwriters which participate in the distribution of the securities. Indirect access to CDS is available to other organizations that clear through or maintain a custodial relationship with a CDS Participant. Payments, deliveries, transfers, exchanges, notices and other actions relating to the securities made through CDS may only be processed through CDS Participants and must be completed in accordance with existing CDS rules and procedures. CDS operates in Montreal, Toronto, Calgary and Vancouver to centralize securities clearing functions through a central securities depository.

CDS is wholly owned by The Canadian Depository for Securities Limited, a private corporation owned by TMX Group Limited, a reporting issuer in Canada. CDS is the clearing house for equity trading on both the Toronto and Montreal stock exchanges and also clears a substantial volume of “over-the-counter” trading in equities and bonds.

CDS may be a depositary for a global security. If CDS is the depositary for a global security, DTC may hold an interest in the global security. In addition, if DTC is the depositary for a global security, CDS may, on behalf of CDS Participants, hold an interest in the global security.

As long as any global security is held by CDS, as depositary, you may hold an interest in the global security only through an organization that participates, directly or indirectly, in CDS. If CDS is the depositary for a global security and there is no depositary in the United States, you will not be able to hold interests in that global security through any securities clearance system in the United States.

CDS could change its rules and procedures at any time. We have no control over CDS or its participants, and we take no responsibility for its activities. Transactions between participants in CDS, on one hand, and participants in DTC, on the other hand, when DTC is the depositary, would also be subject to DTC’s rules and procedures.

TAX CONSEQUENCES

United States Taxation

The following is a summary of material U.S. federal income tax consequences of the ownership and disposition of the warrants and does not purport to be a complete analysis of all tax considerations relating to the warrants. It is the opinion of Cadwalader, Wickersham & Taft LLP, special U.S. federal income tax counsel to the Bank. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed U.S. Department of the Treasury (“Treasury”) regulations, rulings and decisions, in each case, as available and in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and non-U.S. laws are not addressed herein. The prospectus supplement will contain a further discussion of the U.S. federal income tax consequences applicable to that offering of warrants, which may differ from the discussion herein. The summary of the U.S. federal income tax consequences contained in the prospectus supplement supersedes the following summary to the extent it is inconsistent therewith. Prospective purchasers of the warrants are urged to read the discussion in the prospectus supplement relating to their warrants and to consult their tax advisors as to the consequences under the tax laws of the country of which they are resident for tax purposes and the federal, state, and local tax laws of the U.S. of acquiring, holding and disposing of the warrants and receiving payments of amounts under the warrants.

This discussion applies to you only if you acquire your warrants upon initial issuance and hold your warrants as capital assets within the meaning of Section 1221 of the Code for U.S. federal income tax purposes. This discussion does not apply to you if you are a member of a class of holders subject to special rules, such as:

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a dealer in securities or currencies,

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a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings,

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a financial institution or a bank,

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a regulated investment company (a “RIC”), a real estate investment trust (a “REIT”) or common trust fund,

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a life insurance company,

•

a tax-exempt organization or an investor holding the warrants in a tax-advantaged account (such as an “Individual Retirement Account” or “Roth IRA”), as defined in Section 408 or 408A of the Code, respectively,

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a person that owns warrants as part of a hedging transaction, straddle, synthetic security, conversion transaction, or other integrated transaction, or enters into a “constructive sale” with respect to the warrants or a “wash sale” with respect to the warrants or the warrant property,

•

a former citizen of the U.S.,

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a U.S. holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar, or

•

taxpayers subject to special tax accounting rules under Section 451(b) of the Code.

Except as discussed under “— Non-U.S. Holders” below, this discussion is only applicable to U.S. holders. For purposes of this summary, a U.S. holder is a beneficial owner of a warrant that is: (i) an individual who is a citizen or a resident of the U.S. for U.S. federal income tax purposes, (ii) a domestic corporation or other entity that is treated as a corporation for U.S. federal income tax purposes and is created or organized in or under the laws of the U.S. or any political subdivision thereof, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if a court within the U.S. is able to exercise primary supervision over its administration, and one or more U.S. persons for U.S. federal income tax purposes have the authority to

control all substantial decisions of the trust. For purposes of this summary, a “non-U.S. holder” is a beneficial owner of a warrant that is: (i) a nonresident alien individual for U.S. federal income tax purposes, (ii) a foreign corporation for U.S. federal income tax purposes; or (iii) an estate or trust whose income is not subject to U.S. federal income tax on a net income basis.

An individual may, subject to certain exceptions, be deemed to be a resident of the U.S. by reason of being present in the U.S. for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year (counting for such purposes all of the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year).

If a partnership, or any entity treated as a partnership for U.S. federal income tax purposes, holds the warrants, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the warrants should consult its tax advisor with regard to the U.S. federal income tax treatment of an investment in the warrants.

This discussion does not address warrants linked to, or denominated in, one or more foreign currencies. The tax treatment for such warrants (and any other warrants with terms that differ from those described herein) will be specified in the prospectus supplement and may be differ materially and adversely from those described herein.

U.S. Federal Income Tax Treatment

Although we intend to treat the warrants as prepaid derivative contracts (including, potentially, as options) with respect to the warrant property for U.S. federal income tax purposes, there is no authority that specifically addresses the tax treatment of the warrants and it is possible that the warrants could be treated alternatively pursuant to some other characterization. You should consult your tax advisor regarding the appropriate characterization of the warrants for U.S. federal income tax purposes.

The summary below assumes that all warrants issued pursuant to this prospectus will be classified for U.S. federal income tax purposes as prepaid derivative contracts, and purchasers should note that in the event of an alternative characterization, the tax consequences would differ from those discussed below. Any special U.S. federal income tax considerations relevant to a particular issue of the warrants will be provided in the applicable supplement.

If the warrants are treated as prepaid derivative contracts, you should generally not accrue any income with respect to the warrants during the term of the warrants until taxable disposition of the warrants and you should generally recognize capital gain or loss upon such taxable disposition in an amount equal to the difference between the amount you receive at such time and your tax basis in the warrants. In general, your tax basis in your warrants will be equal to the amount you paid for your warrants. Such recognized gain or loss should generally be long-term capital gain or loss if you have held your warrants for more than one year (otherwise, such gain or loss should be short-term capital gain or loss if held for one year or less). The deductibility of capital losses is subject to limitations. There may be also a risk that the IRS could assert that the warrants should not give rise to long-term capital gain or loss if the warrants offer short exposure to the warrant property or one or more constituents of the warrant property, as applicable.

Prior to the taxable disposition of your warrants, you should generally not recognize any taxable income, gain or loss in respect of your warrants. Gain or loss realized by a U.S. Holder on the sale, exchange, retirement or other taxable disposition of a warrant generally should be considered U.S.-source gain or loss.

If an offering of warrants provides for the possibility of physical settlement, the applicable pricing supplement will provide additional information about the possible U.S. federal income tax consequences.

Section 1260

If a warrant references warrant property or any constituent of the warrant property, as applicable, that is treated as equity in a RIC such as certain exchange-traded funds, a REIT, a “passive foreign investment company” (a “PFIC”), a partnership, or other “pass-thru entity” for purposes of Section 1260 of the Code, it is possible that the Internal Revenue Service (the “IRS”) could assert that all or a portion of a warrant should be treated as a “constructive ownership transaction” which would be subject to the constructive ownership rules of Section 1260 of the Code. A warrant should not constitute a constructive ownership transaction (because a warrant should be treated as an option). If, however, a warrant (in whole or in part) were treated as a constructive ownership transaction, the tax consequences of a taxable disposition of the warrants could be affected materially and adversely. Under the “constructive ownership” rules, if an investment in the warrants is treated as a “constructive ownership transaction”, any long-term capital gain recognized by a U.S. holder in respect of such warrants will be recharacterized as ordinary income to the extent such gain exceeds the amount of “net underlying long-term capital gain” (as defined in Section 1260 of the Code) of the U.S. holder (the “Excess Gain”). In addition, an interest charge would also apply to any deemed underpayment of tax in respect of any Excess Gain to the extent such gain would have resulted in gross income inclusion for the U.S. holder in taxable years prior to the taxable year of the taxable disposition of the warrant (assuming such income accrued such that the amount in each successive year is equal to the income in the prior year increased at a constant rate equal to the applicable federal rate as of the date of such taxable disposition). You should consult your tax advisor regarding the potential application of the “constructive ownership” rules to an investment in the warrants.

Possible Change in law

In 2007, the IRS released a notice that may affect the taxation of holders of warrants. According to Notice 2008-2, the IRS and the Treasury are actively considering whether the holder of an instrument, such as the warrants, should be required to accrue ordinary income on a current basis. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of such warrants would ultimately be required to accrue current income and this could be applied on a retroactive basis. The IRS and the Treasury are also considering other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital, whether non-U.S. holders of such instruments should be subject to withholding tax on any deemed income accruals, and whether the special “constructive ownership rules” under Section 1260 of the Code described above under “Section 1260” should be applied to such instruments. Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the significance and potential impact of the above considerations.

Section 1297

We will not attempt to ascertain whether the issuer of the warrant property or of any constituent of the warrant property, as applicable, would be treated as a PFIC. In general, if a U.S. taxpayer holds an interest in a PFIC, such U.S. taxpayer is required to report any gain on disposition of an interest in such PFIC as ordinary income, rather than as capital gain, and the taxpayer is subject to tax on such gain in the year such gain is recognized at the highest ordinary income tax rate and for a non-deductible interest charge at the federal underpayment rate as if the gain had been earned ratably over each day in such taxpayer’s holding period and such tax liabilities had been due with respect to each prior year in the taxpayer’s holding periods. In the event that any such entity is treated as a PFIC, the application of the PFIC rules to the warrants would be unclear, and it is possible that U.S. holders of warrants could be subject to the PFIC rules to the extent that the warrants directly or indirectly references shares in one or more PFICs. Accordingly, you should consult your tax advisor regarding the potential application of the PFIC rules to an investment in the warrants.

Alternative Treatments

Due to the absence of authorities that directly address the proper tax treatment of the warrants, no assurance can be given that the IRS will accept, or that a court will uphold, the treatment of the warrants described above. If

the IRS were successful in asserting an alternative treatment of the warrants, the timing and character of income on your warrants could differ materially and adversely from our description herein. For example, the IRS might treat the warrants as debt instruments issued by us, in which event the taxation of the warrants would be governed by certain Treasury regulations relating to the taxation of contingent payment debt instruments. In such event, regardless of whether you are an accrual method or cash method taxpayer, you would be required to accrue into income original issue discount, or “OID”, on the warrants at our “comparable yield” for similar noncontingent debt, determined at the time of the issuance of the warrants, in each year that you hold the warrants (even though you will not receive any cash with respect to the warrants during the term of the warrants) and any gain recognized at expiration or upon sale or other disposition of the warrants would generally be treated as ordinary income.

Additionally if you were to recognize a loss above certain thresholds, you could be required to file a disclosure statement with the IRS. Alternatively, it is possible that the IRS might assert that the warrants represent separate prepaid derivative contracts (including, potentially, options) on, or an ownership interest in, the warrant property or constituents of the warrant property, as applicable, in which case you might be required to recognize gain or loss on any rebalancing of the relevant index/ETF.

Other alternative U.S. federal income tax characterizations of the warrants might also require you to include amounts in income during the term of the warrants, without regard to how long you held the warrants (including possible mark to market treatment or accrual of ordinary income over the term of the warrants). Accordingly, you should consult your tax advisor regarding the U.S. federal income tax consequences of an investment in the warrants.

Medicare Tax on Net Investment Income

U.S. holders that are individuals, estates or certain trusts are subject to an additional 3.8% tax on all or a portion of their “net investment income” or “undistributed net investment income” in the case of an estate or trust, which may include any income or gain realized with respect to the warrants, to the extent of their net investment income or undistributed net investment income (as the case may be) that when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), $125,000 for a married individual filing a separate return, or the dollar amount at which the highest tax bracket begins for an estate or trust. The 3.8% Medicare tax is determined in a different manner than the income tax. U.S. holders should consult their advisors as to the consequences of the 3.8% Medicare tax.

Information Reporting with respect to Specified Foreign Financial Assets

U.S. holders may be subject to reporting obligations with respect to their warrants if they do not hold their warrants in an account maintained by a financial institution and the aggregate value of their warrants and certain other “specified foreign financial assets” (applying certain attribution rules) exceeds an applicable threshold. Significant penalties can apply if a U.S. holder is required to disclose its warrants and fails to do so.

Backup Withholding and Information Reporting

The proceeds received from a taxable disposition of the warrants will be subject to information reporting unless a holder is an “exempt recipient” and may also be subject to backup withholding at the rate specified in the Code if such holder fails to provide certain identifying information (such as an accurate taxpayer number in the case of a U.S. holder) or meet certain other conditions. A non-U.S. holder that provides a properly executed and fully completed applicable IRS Form W-8, will generally establish an exemption from backup withholding.

Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against the applicable holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

Non-U.S. Holders

Subject to the discussion below with respect to Section 871(m) of the Code and FATCA, if you are a non-U.S. holder, you should generally not be subject to U.S. withholding tax with respect to payments on your warrants or to generally applicable information reporting and backup withholding requirements with respect to payments on your warrants if you comply with certain certification and identification requirements as to your non-U.S. status, including providing us (and/or the applicable withholding agent) a fully completed and validly executed applicable IRS Form W-8.

Subject to Section 897 of the Code (as discussed below), gain realized on the taxable disposition of the warrants by a non-U.S. holder will generally not be subject to federal income tax, unless:

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the gain with respect to the warrants is effectively connected with a trade or business conducted by the non-U.S. holder in the U.S.;

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the non-U.S. holder is a nonresident alien individual who holds the warrants as a capital asset and is present in the U.S. for more than 182 days in the taxable year of such taxable disposition and certain other conditions are satisfied; or

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the non-U.S. holder has certain other present or former connections with the U.S.

If the gain realized on the taxable disposition of the warrants by the non-U.S. holder is described in any of the three preceding bullet points, the non-U.S. holder may be subject to U.S. federal income tax with respect to the gain except to the extent that an income tax treaty reduces or eliminates the tax and the appropriate documentation is provided.

Section 897. We will not attempt to ascertain whether the issuer of the warrant property or of any constituent of the warrant property, as applicable, would be treated as a “United States real property holding corporation” (“USRPHC”) within the meaning of Section 897 of the Code. We will also not attempt to determine whether the warrants should be treated as “United States real property interests” (“USRPI”) as defined in Section 897 of the Code. If any such entity were treated as a USRPHC or the warrants were treated as USRPI, certain adverse U.S. federal income tax consequences could possibly apply, including subjecting any gain to a non-U.S. holder in respect of a warrant upon a taxable disposition of the warrant to U.S. federal income tax on a net basis, and the proceeds from such a taxable disposition to a 15% withholding tax. Non-U.S. holders should consult their tax advisors regarding the potential treatment of any such entity as a USRPHC and the warrants as USRPI.

Section 871(m). A 30% withholding tax (which may be reduced by an applicable income tax treaty) is imposed under Section 871(m) of the Code on certain “dividend equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references one or more dividend paying U.S. equity securities or indices containing U.S. equity securities. The withholding tax can apply even if the instrument does not provide for payments that reference dividends. Treasury regulations provide that the withholding tax applies to all dividend equivalents paid or deemed paid on specified equity-linked instruments that have a delta of one (“delta-one specified equity-linked instruments”) issued after 2016 and to all dividend equivalents paid or deemed paid on all other specified equity-linked instruments issued after 2018. However, the IRS has issued guidance that states that the Treasury and the IRS intend to amend the effective dates of the Treasury regulations to provide that withholding on dividend equivalents paid or deemed paid will not apply to specified equity-linked instruments that are not delta-one specified equity-linked instruments and are issued before January 1, 2023. Accordingly, non-U.S. holders of warrants that are not delta-one specified equity-linked instruments and that issued before January 1, 2023 should not be subject to tax under Section 871(m). However, it is possible that such withholding tax could apply to the warrants under these rules if the non-U.S. holder enters into certain subsequent transactions in respect of the warrant property. For warrants issued on or after January 1, 2023, the prospectus supplement will indicate whether withholding applies to such warrant under Section 871(m). If withholding is required, we (or the applicable paying agent) would be entitled to withhold

such taxes without being required to pay any additional amounts with respect to amounts so withheld. Non-U.S. holders should consult with their tax advisors regarding the application of Section 871(m) and the regulations thereunder in respect of their acquisition and ownership of the warrants.

Foreign Account Tax Compliance Act

The Foreign Account Tax Compliance Act (“FATCA”) generally imposes a 30% U.S. withholding tax on “withholdable payments” (i.e., certain U.S.-source payments, including interest (and original issue discount), dividends, other fixed or determinable annual or periodical gain, profits, and income, and on the gross proceeds from a disposition of property of a type which can produce U.S.-source interest or dividends) and “passthru payments” (i.e., certain payments attributable to withholdable payments) made to certain foreign financial institutions (and certain of their affiliates) unless the payee foreign financial institution agrees (or is required), among other things, to disclose the identity of any U.S. individual with an account of the institution (or the relevant affiliate) and to annually report certain information about such account. FATCA also requires withholding agents making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer identification number of any substantial U.S. owners (or do not certify that they do not have any substantial U.S. owners) to withhold tax at a rate of 30%. Under certain circumstances, a holder may be eligible for refunds or credits of such taxes.

Pursuant to final and temporary Treasury regulations and other IRS guidance, the withholding and reporting requirements under FATCA will generally apply to certain “withholdable payments”, will not apply to gross proceeds on a sale or disposition, and will apply to certain foreign passthru payments only to the extent that such payments are made after the date that is two years after final regulations defining the term “foreign passthru payment” are published. If withholding is required, we (or the applicable paying agent) will not be required to pay additional amounts with respect to the amounts so withheld. Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to different rules.

Holders should consult their tax advisors about the application of FATCA, in particular if they may be classified as financial institutions (or if they hold their warrants through a foreign entity) under the FATCA rules.

Proposed Legislation

In 2007, legislation was introduced in Congress that, if it had been enacted, would have required holders of warrants purchased after the bill was enacted to accrue interest income over the term of the warrants regardless of whether there are any interest payments over the term of the warrants.

Furthermore, in 2013, the House Ways and Means Committee released in draft form certain proposed legislation relating to financial instruments that, if it had been enacted, would have required instruments such as the warrants to be marked to market on an annual basis with all gains and losses to be treated as ordinary, subject to certain exceptions.

It is not possible to predict whether any similar or identical bills will be enacted in the future, or whether any such bill would affect the tax treatment of your warrants. You are urged to consult your tax advisor regarding the possible changes in law and their possible impact on the tax treatment of your warrants.

Both U.S. and non-U.S. holders should consult their tax advisors regarding the U.S. federal income tax consequences of an investment in the warrants (including possible alternative treatments and the issues presented by Notice 2008-2), as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction (including those of the issuer of the warrant property or any constituent of the warrant property, as applicable).

Canadian Taxation

In the opinion of McCarthy Tétrault LLP, Canadian tax counsel to the Bank, the following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations promulgated thereunder (collectively, the “Canadian Tax Act”) generally applicable to a holder who acquires beneficial ownership of a warrant upon the initial issuance of the warrant by the Bank pursuant to this prospectus and the prospectus supplement and who, for the purposes of the Canadian Tax Act and at all relevant times, (i) is not (and is not deemed to be) resident in Canada, (ii) deals at arm’s length with and is not affiliated with the Bank, any underwriter and any Canadian resident (or deemed Canadian resident) to whom the holder assigns or otherwise transfers the warrant, (iii) is entitled to receive all payments made on the warrant, (iv) is not, and deals at arm’s length with each person who is, a “specified shareholder” of the Bank for purposes of the thin capitalization rules in the Canadian Tax Act, (v) does not use or hold and is not deemed to use or hold the warrant in or in the course of carrying on a business in Canada and (vi) is not an insurer carrying on an insurance business in Canada and elsewhere (a “Non-resident Holder”). A “specified shareholder” for these purposes generally includes a person who (either alone or together with persons with whom that person is not dealing at arm’s length) owns or has the right to acquire or control 25% or more of TD’s shares determined on a vote or fair market value basis.

This summary is based upon the current provisions of the Canadian Tax Act in force as of the date hereof, all specific proposals to amend the Canadian Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and the current administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by the CRA prior to the date hereof. This summary is not exhaustive of all possible Canadian federal income tax considerations relevant to an investment in warrants and, except for the Tax Proposals, does not take into account or anticipate any changes in law or administrative policies or assessing practices of the CRA, whether by way of legislative, governmental or judicial decision or action, nor does it take into account or consider any other federal tax considerations or any provincial, territorial or foreign tax considerations, which may differ materially from those discussed herein. While this summary assumes that the Tax Proposals will be enacted in the form proposed, no assurance can be given that this will be the case, and no assurance can be given that judicial, legislative or administrative changes will not modify or change the statements below.

The following is only a general summary of certain Canadian non-resident withholding and other tax provisions which may affect a Non-resident Holder of the warrants. This summary is not, and is not intended to be, and should not be construed to be, legal or tax advice to any particular Non-resident Holder and no representation with respect to the income tax consequences to any particular Non-resident Holder is made. Persons considering investing in warrants described in this prospectus should consult their own tax advisors with respect to the tax consequences of acquiring, holding and disposing of the warrants having regard to their own particular circumstances.

Material Canadian federal income tax considerations applicable to warrants may be described particularly in the supplement related thereto, when such warrants are offered. In the event the material Canadian federal income tax considerations are described in the prospectus supplement, the following description will be superseded by the description in such supplement to the extent indicated therein.

For the purposes of the Canadian Tax Act, all amounts not otherwise expressed in Canadian dollars must be converted into Canadian dollars based on the single day exchange rate as quoted by the Bank of Canada for the applicable day or such other rate of exchange that is acceptable to the Minister of National Revenue (Canada).

Interest (including amounts on account or in lieu of payment of, or in satisfaction of, interest) paid or credited, or deemed to be paid or credited, on a warrant considered debt for Canadian federal income tax purposes to a Non-resident Holder will not be subject to Canadian non-resident withholding tax unless all or any part of such interest is participating debt interest. “Participating debt interest” is defined in the Canadian Tax Act

generally as interest (other than on a “prescribed obligation” described below) all or any portion of which is contingent or dependent on the use of or production from property in Canada or is computed by reference to revenue, profit, cash flow, commodity price or any other similar criterion or by reference to dividends paid or payable to shareholders of any class or series of shares of the capital stock of a corporation. A “prescribed obligation” for this purpose is an “indexed debt obligation,” as defined in the Canadian Tax Act, in respect of which no amount payable, other than an amount determined by reference to a change in the purchasing power of money, is contingent or dependent upon any of the criteria described in the preceding sentence. An “indexed debt obligation” is a debt obligation the terms or conditions of which provide for an adjustment to an amount payable in respect of the obligation for a period during which the obligation was outstanding that is determined by reference to a change in the purchasing power of money.

In the event that a warrant considered debt for Canadian federal income tax purposes is redeemed, cancelled, purchased or repurchased by the Bank or any other person resident or deemed to be resident in Canada from a Non-resident Holder or is otherwise assigned or transferred by a Non-resident Holder to a person resident or deemed to be resident in Canada for an amount which exceeds, generally, the issue price thereof, the excess may, in certain circumstances, be deemed to be interest and may, together with any interest that has accrued or is deemed to have accrued on the warrant to that time, be subject to Canadian non-resident withholding tax. Such withholding tax will apply if all or any part of such deemed interest is participating debt interest unless, in certain circumstances, the warrant is considered to be an “excluded obligation” for the purposes of the Canadian Tax Act. A warrant will be an excluded obligation for this purpose if the warrant is not an indexed debt obligation (described above) and it was issued for an amount not less than 97% of its principal amount (as defined in the Canadian Tax Act), and the yield from the warrant, expressed in terms of an annual rate (determined in accordance with the Canadian Tax Act) on the amount for which the warrant was issued, does not exceed 4/3 of the interest stipulated to be payable on the warrant, expressed in terms of an annual rate on the outstanding principal amount from time to time.

Any amount paid or credited or deemed to be paid or credited to a Non-resident Holder in respect of a warrant that is not considered debt for Canadian federal income tax purposes will generally not be subject to Canadian non-resident withholding tax.

If applicable, the normal rate of Canadian non-resident withholding tax is 25% but such rate may be reduced under the terms of an applicable income tax treaty.

Generally, there are no other Canadian taxes on income (including taxable capital gains) payable by a Non-resident Holder under the Canadian Tax Act solely as a consequence of the acquisition, ownership or disposition of warrants by the Non-resident Holder.

Common Reporting Standard

Similar to FATCA, under the Organisation for Economic Co-operation and Development (“OECD”) initiative for the automatic exchange of information, many countries have committed to automatic exchange of information relating to accounts held by tax residents of signatory countries, including Canada, using a common reporting standard (“CRS”). The CRS requires Canadian financial institutions to report certain information concerning certain investors resident in participating countries to the CRA and to follow certain due diligence procedures. The CRA will then provide such information on a bilateral, reciprocal basis to the tax authorities in the applicable investors’ countries of residence, where required under the CRS. The Bank will meet all obligations imposed under the CRS.

BENEFIT PLAN INVESTOR CONSIDERATIONS

A fiduciary of a pension, profit-sharing or other employee benefit plan (each, an “employee benefit plan”) subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), should consider the fiduciary standards of ERISA in the context of the employee benefit plan’s particular circumstances before authorizing an investment in any warrants. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the employee benefit plan, and whether the investment would involve a prohibited transaction under Section 406 of ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

Section 406 of ERISA and Section 4975 of the Code prohibit (i) employee benefit plans which are subject to Title I of ERISA, (ii) “plans” defined in Section 4975 of the Code (including individual retirement accounts and “Keogh” plans)) which are subject to Section 4975 of the Code and (iii) entities whose underlying assets are considered to include “plan assets” of any employee benefit plan subject to Title I of ERISA or plan subject to Section 4975 of the Code (each of the foregoing described in clauses (i), (ii) and (iii) referred to herein as a “covered plan”), from engaging in certain transactions involving “plan assets” with persons who are “parties in interest” under ERISA or “disqualified persons” under the Code (“parties in interest”) with respect to the covered plan. A violation of these prohibited transaction rules may result in civil penalties or other liabilities under ERISA and/or an excise tax under Section 4975 of the Code for those persons, unless exemptive relief is available under an applicable statutory, regulatory or administrative exemption. In addition, the fiduciary of the covered plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and Section 4975 of the Code.

The acquisition, holding or, if applicable, exchange, of warrants by a covered plan with respect to which we or any of our affiliates is or becomes a party in interest may constitute or result in a prohibited transaction under ERISA or Section 4975 of the Code, unless the security is acquired and held pursuant to and in accordance with an applicable exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, or “PTCEs,” that may provide exemptive relief if required for direct or indirect prohibited transactions that may arise from the purchase or holding of a security. These exemptions include, without limitation:

•

PTCE 84-14, an exemption for certain transactions determined or effected by independent qualified professional asset managers;

•

PTCE 90-1, an exemption for certain transactions involving insurance company pooled separate accounts;

•

PTCE 91-38, an exemption for certain transactions involving bank collective investment funds;

•

PTCE 95-60, an exemption for transactions involving certain insurance company general accounts; and

•

PTCE 96-23, an exemption for plan asset transactions managed by in-house asset managers.

In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide statutory exemptive relief for certain arm’s length transactions with a person that is a party in interest solely by reason of providing services to covered plans or being related to such a service provider. Under these provisions, the purchase and sale of a security should not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, provided that neither the issuer of the security nor any of its affiliates have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any covered plan involved in the transaction, and provided further that the covered plan pays no more and receives no less than “adequate consideration” in connection with the transaction. Each of the above-noted exemptions contains conditions and limitations on its application. Fiduciaries of covered plans considering acquiring and/or holding a security in reliance on these or any other exemption should carefully review the exemption in consultation with

counsel to assure it is applicable. There can be no assurance that all of the conditions of any such exemptions will be satisfied, and warrants should not be purchased or held by any person investing “plan assets” of any covered plan unless such purchase and holding will not constitute or result in a non-exempt prohibited transaction under ERISA and the Code.

Certain employee benefit plans and arrangements including those that are governmental plans (as defined in section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) (collectively referred to herein as “non-covered plan arrangements” and together with covered plans, collectively referred to herein as “plans”) are not subject to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code but may be subject to similar provisions under other applicable U.S. or non-U.S. federal, state, local or other regulations, rules or laws (collectively, “similar laws”).

Accordingly, by acceptance of a warrant or any interest therein, each purchaser and holder of warrants or any interest therein will be deemed to have represented by its purchase and holding of the warrants that either (1) it is not a covered plan and is not purchasing any warrants or interest therein on behalf of or with “plan assets” of any covered plan or (2) the purchase and holding of the warrants or any interest therein will not constitute or result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code. In addition, any purchaser or holder of warrants or any interest therein which is a non-covered plan arrangement will be deemed to have represented by its purchase or holding of the warrants that its purchase and holding will not violate any applicable similar law.

Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing warrants on behalf of or with “plan assets” of any covered plan or non-covered plan arrangement consult with their counsel regarding the availability of exemptive relief under any of the PTCEs listed above or some other basis on which such purchase and holding is not prohibited, or the potential consequences of any purchase, holding or exchange under similar laws, as applicable.

Each purchaser and holder of warrants has exclusive responsibility for ensuring that its purchase and holding of the warrants does not violate the fiduciary or prohibited transaction rules of Title I of ERISA, Section 4975 of the Code or any applicable similar laws. Neither this discussion nor anything provided in this prospectus is, or is intended to be, investment advice directed at any particular plan, or at plans generally, and such purchasers of any of our warrants should consult and rely on their own counsel and advisers as to whether an investment in our warrants is suitable for the plan. The sale of any warrants to any plan is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by plans generally or any particular plan, or that such an investment is appropriate for plans generally or any particular plan.

PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

We may sell any series of warrants described herein at any time after effectiveness of the Registration Statement of which this prospectus forms a part in one or more of the following ways from time to time:

•

through underwriters or dealers;

•

through agents; or

•

directly to one or more purchasers.

The offered warrants may be distributed periodically in one or more transactions at:

•

a fixed price or prices, which may be changed;

•

market prices prevailing at the time of sale;

•

prices related to the prevailing market prices; or

•

negotiated prices.

An applicable prospectus supplement may include:

•

the initial public offering price;

•

the names of any underwriters, dealers or agents;

•

the purchase price of the warrants;

•

our proceeds from the sale of the warrants;

•

any underwriting discounts or agency fees and other underwriters’ or agents’ compensation;

•

any discounts or concessions allowed or reallowed or paid to dealers;

•

the place and time of delivery of the warrants; and

•

any securities exchange on which the warrants may be listed.

If underwriters are used in the sale, they will buy the warrants for their own account. The underwriters may then resell the warrants in one or more transactions, at any time or times at a fixed public offering price or at varying prices. The underwriters may change from time to time any fixed public offering price and any discounts or commissions allowed or re-allowed or paid to dealers. If dealers are utilized in the sale of the warrants, we will sell the warrants to the dealers as principals. The dealers may then resell the warrants to the public at varying prices to be determined by such dealers.

In connection with the offering of warrants, we may grant to the underwriters an option to purchase additional warrants to cover over-allotments, if any, at the initial public offering price (with an additional underwriting commission), as may be set forth in the prospectus supplement. If we grant any over-allotment option, the terms of the option will be set forth in the prospectus supplement.

This prospectus may be delivered by underwriters and dealers in connection with short sales undertaken to hedge exposures under commitments to acquire our warrants to be issued on a delayed or contingent basis.

Underwriters, dealers and agents that participate in the distribution of the warrants may be underwriters as defined in the Securities Act. Any discounts or commissions that we pay them and any profit they receive when they resell the warrants may be treated as underwriting discounts and commissions under that Act. We may have agreements with underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, to contribute with respect to payments which they may be required to make in respect of such liabilities and to reimburse them for certain expenses.

Each series of offered warrants will be a new issue of warrants and will have no established trading market. Warrants may or may not be listed on a national or foreign securities exchange or automated quotation system. Any underwriters or agents to whom warrants are sold for public offering or sale may make, but are not required to make, a market in the warrants, and the underwriters or agents may discontinue making a market in the warrants at any time without notice. No assurance can be given as to the liquidity or the existence of trading markets for any warrants.

Any underwriters utilized may engage in stabilizing transactions and syndicate covering transactions in accordance with Rule 104 of Regulation M under the Exchange Act. Stabilizing transactions permit bids to purchase the offered warrants or any underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of warrants in the open market after the distribution has been completed in order to cover syndicate short positions. Such stabilizing transactions and syndicate covering transactions may cause the price of the offered warrants to be higher than would be the case in the absence of such transactions.

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. The prospectus supplement may provide that the original issue date for a series of warrants may be more than two scheduled business days after the trade date for the warrants. Accordingly, in such a case, if you wish to trade the warrants on any date prior to the second business day before the original issue date for the warrants, you will be required, by virtue of the fact that the warrants initially are expected to settle in more than two scheduled business days after the trade date for the warrants, to make alternative settlement arrangements to prevent a failed settlement.

Market-Making Resales By the Bank and its Affiliates

This prospectus may be used by the Bank, TD Securities (USA) LLC or certain other of the Bank’s affiliates (the “Market Makers”) in connection with offers and sales of the warrants in market-making transactions. A Market Maker may engage in market-making transactions only in those jurisdictions in which it has all necessary governmental and regulatory authorizations for such activity. In a market-making transaction, a Market Maker may resell a warrant it acquires from other holders, after the original offering and sale of the warrant. Resales of this kind may occur in the open market or may be privately negotiated, at prevailing market prices at the time of resale or at related or negotiated prices. In these transactions, a Market Maker may act as principal or agent, including as agent for the counterparty in a transaction in which the Market Maker acts as principal, or as agent for both counterparties in a transaction in which the Market Maker does not act as principal. The Market Makers may receive compensation in the form of mark-ups or mark-downs, including from both counterparties in some cases.

The Bank does not expect to receive any proceeds from market-making transactions except to the extent the Bank is entitled to the proceeds of sales of warrants made by it in such transactions. The Bank does not expect that the Market Makers will pay any proceeds from their market-making resales to it.

Information about the trade and settlement dates, as well as the purchase price, for a market-making transaction will be provided to the purchaser in a separate confirmation of sale.

Unless we or an agent informs you in your confirmation of sale that your warrants are being purchased in their original offering and sale, you may assume that you are purchasing your warrants in a market-making transaction.

Conflicts of Interest

Some of the underwriters, dealers and agents and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the underwriters, dealers and agents and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If any of the underwriters, dealers and agents or their affiliates have a lending relationship with us, certain of those underwriters, dealers and agents or their affiliates routinely hedge, and certain other of those underwriters, dealers and agents or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters, dealers and agents and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the notes offered hereby. The underwriters, dealers and agents and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Our affiliate, TD Securities (USA) LLC, may participate in the distribution of the warrants as an underwriter, dealer or agent. Any offering of warrants in which TD Securities (USA) LLC, our affiliate, participates as an underwriter, dealer or agent, will be conducted in compliance with the applicable requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

LIMITATIONS ON ENFORCEMENT OF U.S. LAWS AGAINST THE BANK, OUR MANAGEMENT AND OTHERS

We are a Canadian chartered bank. Many of our directors and executive officers, including many of the persons who signed the Registration Statement on Form F-3, of which this prospectus is a part, and some of the experts named in this document, reside outside the United States, and a substantial portion of our assets and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon such persons to enforce against them judgments of the courts of the United States predicated upon, among other things, the civil liability provisions of the federal securities laws of the United States. In addition, it may be difficult for you to enforce, in original actions brought in courts in jurisdictions located outside the United States, among other things, civil liabilities predicated upon such securities laws.

We have been advised by our Canadian counsel, McCarthy Tétrault LLP, that a judgment of a United States court may be enforceable in Canada if: (a) there is a real and substantial connection between the events, persons and circumstances and the United States proceedings such that the United States court properly assumed jurisdiction; (b) the United States judgment is final and conclusive; (c) the defendant was properly served with originating process from the United States court; and (d) the United States law that led to the judgment is not contrary to Canadian public policy, as that term would be applied by a Canadian court. We are advised that in normal circumstances, only civil judgments and not other rights arising from United States securities legislation (for example, penal or similar awards made by a court in a regulatory prosecution or proceeding) are enforceable in Canada. The enforceability of a United States judgment in Canada will be subject to the requirements that: (i) an action to enforce the United States judgment must be commenced in the Ontario court within any applicable limitation period; (ii) the Ontario Court has discretion to stay or decline to hear an action on the United States judgment if the United States judgment is under appeal or there is another subsisting judgment in any jurisdiction relating to the same cause of action; (iii) the Ontario Court will render judgment only in Canadian dollars; and (iv) an action in the Ontario Court on the United States judgment may be affected by bankruptcy, insolvency or other laws of general application limiting the enforcement of creditors’ rights generally. The enforceability of a United States judgment in Canada will be subject to the following defenses: (i) the United States judgment was obtained by fraud or in a manner contrary to the principles of natural justice; (ii) the United States judgment is for a claim which under Ontario law would be characterized as based on a foreign revenue, expropriatory, penal or other public law; (iii) the United States judgment is contrary to Ontario public policy or to an order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments referred to in these statutes; and (iv) the United States judgment has been satisfied or is void or voidable under United States law.

LEGAL MATTERS

The validity of the Warrants will be passed upon by Cadwalader, Wickersham & Taft LLP, New York, New York, as to matters of New York law, and by McCarthy Tétrault LLP, Toronto, Ontario, as to matters of Canadian law and applicable matters of Ontario law. Certain U.S. federal income tax matters will be passed upon for us by Cadwalader, Wickersham & Taft LLP, New York, New York. Certain Canadian federal income tax matters will be passed upon for us by McCarthy Tétrault LLP, Toronto, Ontario. Davis Polk & Wardwell LLP, New York, New York will issue an opinion as to certain legal matters for the agents or underwriters.

EXPERTS

The consolidated financial statements incorporated by reference in this prospectus from the 2019 Annual Report and the effectiveness of the Bank’s internal control over financial reporting have been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their reports which express an unqualified opinion and which are incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses in connection with the offerings hereunder, other than underwriting discounts and commissions, are as follows (in U.S. dollars):


Registration Statement filing fee	$	25,960
Warrant agent’s fees and expenses	$	30,000
Legal fees and expenses	$	135,000
Accounting fees and expenses	$	19,000
Printing costs	$	15,000
Miscellaneous	$	20,000

Total	$	244,960

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.

Indemnification

Under the Bank Act, the Bank may not, by contract, resolution or by-law, limit the liability of its directors for breaches of their fiduciary duties. However, except in respect of an action by or on behalf of the Bank to procure a judgment in its favor, the Bank may indemnify a director or officer, a former director or officer or a person who acts or acted at the Bank’s request as a director or officer of or in a similar capacity for another entity, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her because of any civil, criminal, administrative, investigative or other proceeding to which he or she is involved by reason of being or having been associated with the Bank or the entity, if:

(1) that person acted honestly and in good faith with a view to the best interests of the Bank or the other entity, as the case may be, and

(2) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, that person had reasonable grounds for believing that his or her conduct was lawful.

These individuals are entitled to an indemnity from the Bank if the person was not judged by the court or other competent authority to have committed any fault or omitted to do anything that they ought to have done and fulfilled the conditions set out in (1) and (2) above. The Bank may also advance amounts to the director, officer or other person for the costs, charges and expenses of a proceeding referred to above, provided such amounts are repaid if the conditions set out in (1) and (2) above are not satisfied. The Bank may, with the approval of a court, also indemnify or advance funds to that person regarding an action by or on behalf of the Bank to procure a judgment in its favor, to which the person is made a party by reason of being or having been a director or officer of the company or entity, if he or she fulfills the conditions set out in (1) and (2) above.

The Bank’s by-laws provide that subject to the limitations contained in the Bank Act, but without limit to the right of the Bank to indemnify or advance funds to any person under the Bank Act or otherwise, the Bank will indemnify a director or officer or a former director or officer, or a person who acts or acted at the Bank’s request as a director or officer or in a similar capacity for another entity, and such person’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment reasonably incurred by them in respect of any civil, criminal, administrative, investigative or other proceeding in which they are involved because of that association with the Bank or other entity if: (i) such person acted honestly and in good faith with a view to the best interests, as the case may be, of the Bank or the other entity, for which they acted at the Bank’s request as a director or officer or in a similar capacity; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such person had reasonable grounds for believing that such person’s conduct was lawful. These indemnification provisions could be construed to permit or require indemnification for certain liabilities arising out of U.S. federal securities laws.

The Bank maintains directors’ and officers’ liability insurance policies providing for the insurance on behalf of any person who is or was a director or officer of the Bank and subsidiary companies against any liability incurred by him or her in any such capacity or arising out of his or her status as such.

In the form of underwriting agreement related to the issuance of the warrants, the Bank will agree to indemnify the underwriters in respect of certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the underwriters may be required to make in respect thereof.

Insofar as indemnification for liabilities arising from the Securities Act may be permitted to directors, officers or persons controlling the Bank pursuant to the foregoing provisions, the Bank has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Item 9.

Exhibits


Exhibit Number		Description of Exhibit

1.1		Form of Underwriting Agreement for Warrants.*

3.1		By-laws of The Toronto-Dominion Bank (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-3 filed on May 31, 2016 (File No. 333-211718)).

4.1		Warrant Agreement, dated as of June 17, 2020, between The Toronto-Dominion Bank and The Bank of New York Mellon.

4.2		Form of Warrant Certificate (included in Exhibit 4.1 above).

5.1		Opinion of Cadwalader, Wickersham & Taft LLP, U.S. counsel for the Registrant, as to the validity of the warrants.**

5.2		Opinion of McCarthy Tétrault LLP, Canadian counsel for the Registrant, as to the validity of the warrants and as to certain matters of Canadian taxation.**

8.1		Opinion of Cadwalader, Wickersham & Taft LLP, U.S. counsel for the Registrant, as to certain matters of United States federal income taxation.**

8.2		Opinion of McCarthy Tétrault LLP, Canadian counsel for the Registrant, as to certain matters of Canadian taxation (included in Exhibit 5.2 above).**

23.1		Consent of Ernst & Young LLP.

23.2		Consent of Cadwalader, Wickersham & Taft LLP (included in Exhibit 5.1 and 8.1 above).**

23.3		Consent of McCarthy Tétrault LLP (included in Exhibit 5.2 and 8.2 above).**

24.1		Power of Attorney.**

*	To be filed as an exhibit to a Report on Form 6-K and incorporated herein by reference.

**	Previously filed

Additional exhibits to this Registration Statement may be subsequently filed in reports on Form 40-F or on Form 6-K that specifically state that such materials are incorporated by reference as exhibits in Part II of this Registration Statement.

Item 10.

Undertakings

(a) The Registrant hereby undertakes:

(1) to file, during any period in which offers or sales of the registered securities are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

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(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the Registration Statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the Registration Statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided, that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(5) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) If the Registrant is relying on Rule 430B:

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the Registration Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the Registration Statement relating to the securities in the Registration Statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such effective date; or

(ii) If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or

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other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(iv) Any other communication that is an offer in the offering made by the Registrant to the purchaser.

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions set forth in Item 8 above, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), The Toronto-Dominion Bank certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on July 10, 2020.


THE TORONTO-DOMINION BANK

By:	/s/ Norie Campbell
	Name:	Norie Campbell
	Title:	Group Head and General Counsel

Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on July 10, 2020.


Signature		Title

* (Bharat B. Masrani)		Group President and Chief Executive Officer, and Director (Principal Executive Officer)

* (Riaz Ahmed)		Group Head and Chief Financial Officer (Principal Financial Officer)

* (Valerie Gillis)		Chief Accountant and Senior Vice President, Finance (Principal Accounting Officer)

* (Brian M. Levitt)		Board Chair

* (Amy W. Brinkley)		Director

* (Brian C. Ferguson)		Director

* (Colleen A. Goggins)		Director

* (Jean-René Halde)		Director

* (David E. Kepler)		Director

* (Alan N. MacGibbon)		Director

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Signature		Title

* (Karen E. Maidment)		Director

* (Irene R. Miller)		Director

* (Nadir H. Mohamed)		Director

* (Claude Mongeau)		Director

* (S. Jane Rowe)		Director

* (Glenn Gibson)		Authorized Representative in the United States



* By:		/s/ Norie Campbell
		Norie Campbell, Attorney-in-Fact

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EXHIBIT 4.1

THE TORONTO-DOMINION BANK,

as Issuer

and

THE BANK OF NEW YORK MELLON,

as Warrant Agent

WARRANT AGREEMENT

dated as of June 17, 2020

TABLE OF CONTENTS


		Page
ARTICLE 1
DEFINITIONS

Section 1.01.	Certain Terms Defined		1

ARTICLE 2
WARRANTS

Section 2.01.	Ranking		3
Section 2.02.	Form, Execution and Delivery of Warrant Certificates		3
Section 2.03.	Number Unlimited; Issuable in Series		3
Section 2.04.	Countersignature and Delivery of Warrant Certificates		5
Section 2.05.	Place of Exercise; Registration of Transfers and Exchanges		6
Section 2.06.	Mutilated or Missing Warrant Certificates		8
Section 2.07.	Registered Holders		9
Section 2.08.	Cancellation		9
Section 2.09.	Additional Warrant Agents		9
Section 2.10.	Appointment of Calculation Agents		10
Section 2.11.	CUSIP Numbers		10

ARTICLE 3
DURATION AND EXERCISE OF WARRANTS

Section 3.01.	Duration and Exercise of Warrants		10
Section 3.02.	Return of Money Held Unclaimed for Two Years		10

ARTICLE 4
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

Section 4.01.	Warrantholder May Enforce Rights		10
Section 4.02	No Rights as Holder of Warrant Property Conferred by Warrants or Warrant Certificates		11
Section 4.03.	Issuer’s Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions		11
Section 4.04.	Successor Corporation Substituted		11
Section 4.05.	Opinion of Counsel Delivered to Warrant Agent		11

ARTICLE 5
WARRANTS ACQUIRED BY THE ISSUER; PAYMENT OF TAXES

Section 5.01.	Warrants Acquired by the Issuer		11
Section 5.02.	Payment of Taxes		12

ARTICLE 6
CONCERNING THE WARRANT AGENT

Section 6.01.	Warrant Agent		12

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Section 6.02.	Condition of Warrant Agent’s Obligations	12
Section 6.03.	Resignation and Appointment of Successor	13
Section 6.04.	Force Majeure	15

ARTICLE 7
MISCELLANEOUS

Section 7.01.	Amendment	15
Section 7.02.	Notices and Demands to the Issuer and the Warrant Agent	16
Section 7.03.	Addresses for Notices	16
Section 7.04.	Notices to Warrantholders	16
Section 7.05.	Obtaining of Approvals	16
Section 7.06.	Persons Having Rights under this Agreement	16
Section 7.07.	Inspection of Agreement	17
Section 7.08.	Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	17
Section 7.09.	Payments Due on Saturdays, Sundays and Holidays	17
Section 7.10.	Judgment Currency	17
Section 7.11.	Headings	18
Section 7.12.	Counterparts	18
Section 7.13.	Applicable Law	18
Section 7.14.	Waiver of Jury Trial	18
Section 7.15.	Agent for Service; Submission to Jurisdiction; Waiver of Immunity	18
Section 7.16.	FATCA	18

Exhibit A - Form of Registered Warrant Certificate

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WARRANT AGREEMENT

THIS WARRANT AGREEMENT, dated as of June 17, 2020 (the “Agreement”), between THE TORONTO-DOMINION BANK, a Canadian bank chartered under the Bank Act (Canada), as issuer (the “Issuer”) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as warrant agent (the “Warrant Agent”).

WHEREAS, the Issuer has duly authorized the issue from time to time of linked warrants (the “Warrants”) linked to interest rates (which may include fixed rates of interest or financial benchmark rates), indices, equity securities, debt instruments, commodities, public or private investment funds or portfolios, mutual funds, exchange-traded funds, currencies, credit, statistical measures of economic or financial performance, foreign exchange rates or other similar asset classes, or any combination or basket of the foregoing (such property, in relation to a Warrant, being hereinafter referred to as the “Warrant Property” applicable to such Warrant), to be issued in one or more series and in such number and with such terms as may from time to time be authorized in accordance with the terms of this Agreement;

WHEREAS, the Issuer has duly authorized the execution and delivery of this Agreement to provide, among other things, for the delivery and administration of the Warrants;

WHEREAS, all things necessary to make this Agreement a valid agreement according to its terms have been done;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Certain Terms Defined. The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Agreement and of any agreement supplemental hereto shall have the respective meanings specified in this Section.

“Board of Directors” means either (i) the Board of Directors of the Issuer or any committee of such Board duly authorized to act on its behalf or (ii) one or more duly authorized officers of the Issuer to whom the Board of Directors of the Issuer or a committee thereof has delegated the authority to act with respect to the matters contemplated by this Agreement.

“Board Resolution” means (i) a copy of one or more resolutions, certified by the secretary or an assistant secretary of the Issuer to have been duly adopted or consented to by the Board of Directors and to be in full force and effect, or (ii) a certificate signed by the authorized officer or officers of the Issuer to whom the Board of Directors of the Issuer or a committee thereof has delegated its authority (as described in the definition of Board of Directors), and in each case, and delivered to the Warrant Agent.

“Business Day” means, with respect to any Warrant, a day that in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in accordance with Section 2.03 hereof, is not a day on which banking institutions are authorized or required by law or regulation to close or a day on which transactions in the currency in which the Warrants are payable are not conducted.

“Definitive Warrant Certificates” shall mean a Warrant Certificate issued in definitive form.

“Depositary” means, with respect to Registered Warrants of any series that are or may be evidenced by one or more Global Warrant Certificates, the Person designated as Depositary by the Issuer pursuant to Section 2.03 hereof until a successor Depositary shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Warrants of any such series shall mean the Depositary with respect to the Global Warrant Certificates evidencing Registered Warrants of that series.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expiration Date” means, with respect to a Warrant, the date on which the right to exercise such Warrant shall expire.

“Global Warrant Certificate” shall mean a Warrant Certificate issued in global form.

“Holder,” “Holder of Warrants,” “Warrantholder” or other similar terms mean in the case of any Registered Warrant, the Person in whose name such Warrant is registered in the Warrant Register.

“Issuer” means (except as otherwise provided in Article 6), The Toronto-Dominion Bank, a Canadian bank chartered under the Bank Act (Canada) and, subject to Article 4, its successors and assigns.

“Issuer Order” means a written statement, request or order of the Issuer signed in its name by an Officer.

“Officer” means, with respect to the Issuer, any one of the following: the Chairman of the Board of Directors, the President and the Chief Executive Officer, a Vice Chair, a Vice President, the Chief Financial Officer or the Corporate Secretary or any other person authorized by the Board of Directors to execute certain documents or perform certain functions on behalf of the Issuer.

“Officer’s Certificate” means a certificate signed in the name of the Issuer by an Officer and delivered to the Warrant Agent.

“Opinion of Counsel” means an opinion in writing signed by legal counsel to the Issuer, who may be an employee of or counsel to the Issuer, and include the statements provided for in Section 7.08 herein.

“Original issue date” of any Warrant (or portion thereof) means the earlier of (a) the date of such Warrant or (b) the date of any Warrant (or portion thereof) for which such Warrant was issued (directly or indirectly) on registration of transfer, exchange or substitution.

“Periodic Offering” means an offering of Warrants of a series from time to time, the specific terms of which Warrants are to be determined by the Issuer or its agents upon the issuance of such Warrants.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Registered Holder” shall have the meaning set forth in Section 2.07 hereof.

“Registered Warrant” means any Warrant represented by a Warrant Certificate issued in registered form.

“Warrant Agent’s Office” shall mean The Bank of New York Mellon, 240 Greenwich Street, 7E, New York, New York 10286, Attention: Corporate Trust Administration or such other address as shall be given in writing to the other parties hereto.

“Warrant Agent’s Window” means the window of the Warrant Agent maintained for purposes of transfer and tender (or at the address of any additional agency established by the Issuer pursuant to Section 2.09 hereof, or at the address of any successor Warrant Agent (as provided in Section 6.03)), which is, on the date of this Agreement, BNY Mellon Corporate Trust, Issuer/Loan Services-CSD Transfers/Redemptions, 111 Sanders Creek Parkway, East Syracuse, NY 13057.

“Warrant Certificates” shall have the meaning set forth in Section 2.02(a) hereof.

“Warrant Property Account” means an account to be established and held at The Bank of New York Mellon in the name of the Warrant Agent for the benefit of the Issuer.

“Warrant Register” shall have the meaning set forth in Section 2.05 hereof.

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ARTICLE 2

WARRANTS

Section 2.01. Ranking. The Warrants are unsecured, unsubordinated obligations of the Issuer and will rank on a parity in right of payment with all of the Issuer’s deposit liabilities, except for obligations preferred by mandatory provisions of law.

Section 2.02. Form, Execution and Delivery of Warrant Certificates.

(a) Certificates (“Warrant Certificates”) evidencing the Warrants of each series shall be issued as Registered Warrants in substantially in the form of Exhibit A hereto or in such form (not inconsistent with this Agreement) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer’s Certificate detailing such establishment) or in one or more agreements supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rules of any securities exchange, or to conform to general usage, all as may be determined by the Officers executing such Warrant Certificates, as evidenced by their execution of such Warrant Certificates. The Warrant Certificates shall be signed on behalf of the Issuer by an Officer. Such signatures may be the manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent. The Definitive Warrant Certificates shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Warrants, as evidenced by their execution of such Warrants.

(b) In case any Officer who shall have signed a Warrant Certificate shall cease to be such before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Issuer or delivered by the Issuer, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such Officer and thereupon shall nevertheless be valid; and a Warrant Certificate may be signed on behalf of the Issuer by any person who, at the actual date of the execution of such Warrant Certificate, shall be the proper Officer to sign such Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an Officer.

(c) Pending the preparation of final Warrant Certificates evidencing Warrants of any series, the Issuer may execute and the Warrant Agent shall countersign and deliver temporary Warrant Certificates evidencing such Warrants (printed, lithographed, typewritten or otherwise produced, in each case in form satisfactory to the Warrant Agent). Such temporary Warrant Certificates shall be issuable substantially in the form of the final Warrant Certificates but with such omissions, insertions and variations as may be appropriate for temporary Warrant Certificates, all as may be determined by the Issuer with the concurrence of the Warrant Agent. Such temporary Warrant Certificates may contain such reference to any provisions of this Agreement as may be appropriate. Every such temporary Warrant Certificate shall be executed by the Issuer and shall be countersigned and delivered by the Warrant Agent upon the same conditions and in substantially the same manner, and with like effect, as the final Warrant Certificates. Without unreasonable delay, the Issuer shall execute and shall furnish final Warrant Certificates and thereupon such temporary Warrant Certificates may be surrendered in exchange therefor without charge, at any agency maintained by the Issuer for such purpose as specified in this Agreement, and the Warrant Agent shall countersign and deliver in exchange for such temporary Warrant Certificates final Warrant Certificates evidencing a like aggregate number of Warrants of the same series and of like tenor as those evidenced by such temporary Warrant Certificates. Until so exchanged, such temporary Warrant Certificates and the Warrants evidenced thereby shall be entitled to the same benefits under this Agreement as final Warrant Certificates and the Warrants evidenced thereby.

Section 2.03. Number Unlimited; Issuable in Series.

(a) The aggregate number of Warrants that may be delivered under this Agreement is unlimited.

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(b) The Warrants may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions (and to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer’s Certificate detailing such establishment) or established in one or more agreements supplemental hereto, prior to the initial issuance of Warrants of any series:

(i) the title of the Warrants;

(ii) the designation and aggregate number of the Warrants that may be countersigned and delivered (except for any Warrants countersigned and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Warrants);

(iii) the price at which the Warrants will be issued and minimum denominations, if other than U.S. dollars, the coin or currency or composite currency in which such issue price will be payable;

(iv) the date on which the right to exercise the Warrants shall commence and the Expiration Date or, if the Warrants are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable (or, in either case, the method by which such date or dates shall be determined);

(v) whether the Warrants are warrants to purchase (“call warrants”) the Warrant Property from the Issuer, warrants to sell (“put warrants”) the Warrant Property to the Issuer, or otherwise;

(vi) the specific Warrant Property purchasable or salable upon exercise of the Warrants, and (A) with respect to Warrants to be settled by delivery of the Warrant Property, the amount thereof (or the method for determining the same), or (B) with respect to Warrants to be settled in cash, the formulas for determining the cash settlement value of the Warrants, and the circumstances, if any, under which a minimum and/or maximum expiration value is applicable upon the expiration of the Warrants;

(vii) the method of exercise of the Warrants (including the circumstances, if any, under which the Warrants may be deemed to be automatically exercised);

(viii) whether the exercise of the Warrants is to be cash-settled or by delivery of the Warrant Property or combination thereof;

(ix) if the Warrants are to be settled by delivery of the Warrant Property, the price at which and, if other than U.S. dollars, the coin or currency or composite currency with which the Warrant Property may be purchased or sold upon exercise of the Warrants (or the method for determining the same);

(x) if the Warrants are to be settled in cash, if other than the coin or currency in which the Warrants are denominated, the coin or currency in which payment of amounts due on the Warrants shall be payable;

(xi) if the Warrants are to be settled in cash, if the amounts payable under the Warrants are to be payable, at the election of the Issuer or a Warrantholder thereof, in a coin or currency other than that in which the Warrants are denominated, the period or periods within which, and the terms and conditions upon which, such elections may be made;

(xii) the minimum or maximum number of Warrants that may be exercised at any one time, if applicable;

(xiii) whether the Warrant Certificates evidencing any Registered Warrants will be Global Warrant Certificates or Definitive Warrant Certificates or both, and whether and on what terms (if different from those set forth herein) Warrant Certificates in one form may be converted into or exchanged for Warrant Certificates in the other form and the Depositary for such Global Warrant Certificates;

(xiv) whether and under what circumstances the Issuer will pay additional amounts on the Warrants in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Warrants rather than pay such additional amounts;

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(xv) any warrant agents, depositaries, authenticating or paying agents, transfer agents or registrars or any determination or calculation agents or other agents with respect to the Warrants; and

(xvi) any other terms of the Warrants.

(c) All Warrants of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Agreement, if so provided by or pursuant to such Board Resolution, such Officer’s Certificate or in any such agreement supplemental hereto.

(d) At the direction of the Issuer, the Warrant Agent will establish the Warrant Property Account for the settlement of Warrant Property to be delivered to the Holders as set forth in section 2.03(b)(vii).

Notwithstanding Section 2.03(b)(ii) hereof and unless otherwise expressly provided with respect to a series of Warrants, the aggregate number of Warrants may be increased and additional Warrants may be issued up to any maximum limit upon the aggregate number authorized with respect to such series as increased.

Section 2.04. Countersignature and Delivery of Warrant Certificates.

(a) The Issuer may deliver Warrant Certificates evidencing Warrants of any series executed by the Issuer to the Warrant Agent for countersignature together with the applicable documents referred to below in this Section, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order. In countersigning such Warrant Certificates and accepting the responsibilities under this Agreement in relation to the Warrants evidenced by such Warrant Certificates, the Warrant Agent shall be provided with (in the case of subparagraphs 2.04(a)(ii), 2.04(a)(iii) and 2.04(a)(iv) below, only at or before the time of the first request of the Issuer to the Warrant Agent to countersign Warrant Certificates evidencing Warrants of such series) and shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

(i) an Issuer Order requesting such countersignature and setting forth delivery instructions if the Warrant Certificates are not to be delivered to the Issuer, provided that, with respect to Warrants of a series subject to a Periodic Offering, (a) such Issuer Order may be delivered by the Issuer to the Warrant Agent prior to the delivery to the Warrant Agent of such Warrant Certificates for countersignature and delivery, (b) the Warrant Agent shall countersign and deliver Warrant Certificates of such series for original issue from time to time, in an aggregate number not exceeding the aggregate number established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Warrant Agent as may be specified from time to time by an Issuer Order and (c) the Expiration Date, exercise date or dates, original issue date or dates, and any other terms of Warrants of such series shall be determined by an Issuer Order or pursuant to such procedures;

(ii) any Board Resolution, Officer’s Certificate and/or executed supplemental agreement in accordance with this Agreement by or pursuant to which the forms and terms of the Warrants evidenced by such Warrant Certificates were established;

(iii) an Officer’s Certificate setting forth the form or forms and terms of the Warrants evidenced by such Warrant Certificates stating that the form or forms and terms of the Warrants evidenced by such Warrant Certificates have been established pursuant to Sections 2.02 and 2.03 and comply with this Agreement, and covering such other matters as the Warrant Agent may reasonably request; and

(iv) for the first issue of Warrants of a given series, at the request of the Warrant Agent, an Opinion of Counsel or a letter addressed to the Warrant Agent permitting it to rely on an Opinion of Counsel, substantially to the effect that:

(A) the forms of the Warrant Certificates have been duly authorized and established in conformity with the provisions of this Agreement;

(B) the terms of the Warrants have been duly authorized and established in conformity with the provisions of this Agreement, or if certain terms of the Warrants are to be established pursuant to procedures set forth in an Issuer Order, a Board Resolution, an Officer’s Certificate or a supplemental agreement in accordance with this Agreement, when such other terms are established in accordance with such procedures, all such other terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Agreement; and

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(C) when the Warrant Certificates have been executed by the Issuer and countersigned by the Warrant Agent in accordance with the provisions of this Agreement and delivered to and duly paid for by the purchasers thereof, subject to such other conditions as may be set forth in such opinion of counsel, they will have been duly issued under this Agreement and the Warrants evidenced thereby will be valid and legally binding obligations of the Issuer, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Agreement.

In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Warrant Agent). Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of Officers of the Issuer and certificates of public officials.

(b) The Warrant Agent shall have the right to decline to countersign and deliver any Warrant Certificates under this Section if the Warrant Agent, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Warrant Agent in good faith determines by its board of directors or board of trustees or by a committee of its trust officers that such action would expose the Warrant Agent to personal liability to existing Warrantholders or would affect the Warrant Agent’s own rights, duties or immunities under the Warrant Certificates, the Warrants, this Agreement or otherwise.

(c) If the Issuer shall establish pursuant to Section 2.03 that the Warrants of a series are to be evidenced in whole or in part by one or more Global Warrant Certificates, then the Issuer shall execute and the Warrant Agent shall, in accordance with this Section and the Issuer Order with respect to such series, countersign and deliver one or more Global Warrant Certificates that (i) shall evidence all or part of the Warrants of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Warrant Certificate or the nominee of such Depositary, (iii) shall be delivered by the Warrant Agent to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

(d) If so required by applicable law, each Depositary for a series of Warrants must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

(e) Each Warrant Certificate shall be dated the date of its countersignature. A Warrant Certificate shall not be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, unless and until such Warrant Certificate has been countersigned by the manual signature of an authorized signatory of the Warrant Agent. Such countersignature by an authorized signatory of the Warrant Agent upon any Warrant Certificate executed by the Issuer in accordance with this Agreement shall be conclusive evidence that the Warrant Certificate so countersigned and the Warrants evidenced thereby have been duly issued hereunder.

Section 2.05. Place of Exercise; Registration of Transfers and Exchanges.

(a) Except as otherwise established pursuant to Section 2.03 with respect to Warrants of a series, Warrants may be presented for exercise at the Warrant Agent’s Window in accordance with procedures to be established pursuant to Section 2.03.

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(b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 with respect to the Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Definitive Warrant Certificates upon the Warrant Register, subject to such reasonable regulations as the Issuer or the Warrant Agent may prescribe with respect to the Warrants of such series, upon surrender thereof at the Warrant Agent’s Window, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer duly executed by, the Registered Holder(s) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory Authority, Inc. or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the Issuer. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent.

(c) Except as otherwise established for a series of Warrants pursuant to Section 2.03, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Warrants of the same series and of like tenor.

(d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender.

(e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer.

(f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised.

(g) No Warrant Certificate will be issued in bearer form.

(h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary.

(i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not

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appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates.

(j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates.

(k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge,

(i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and

(ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above.

Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered.

(l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Section 2.06. Mutilated or Missing Warrant Certificates.

(a) If any Warrant Certificate evidencing Warrants of any series is mutilated, lost, stolen or destroyed, the Issuer may in its discretion execute, and the Warrant Agent may countersign and deliver, in exchange and substitution for the mutilated Warrant Certificate, or in replacement for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate representing an equivalent number of unexercised Warrants of the same series

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and of like tenor, bearing an identification number, if applicable, not contemporaneously outstanding, but only (in case of loss, theft or destruction) upon receipt of evidence satisfactory to the Issuer and the Warrant Agent of such loss, theft or destruction of such Warrant Certificate and such security or indemnity, if requested, also satisfactory to them. Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations and pay such other reasonable charges as the Issuer or the Warrant Agent may prescribe.

(b) In case the Warrants evidenced by any such mutilated, lost, stolen or destroyed Warrant Certificate have been or are about to be exercised, or deemed to be exercised, the Issuer in its absolute discretion may, instead of issuing a new Warrant Certificate, and subject to the conditions set forth in clause 2.06(a) above, direct the Warrant Agent to treat the same as if it had received the Warrant Certificate together with an irrevocable exercise notice in proper form in respect thereof, as established with respect to the Warrants of such series.

(c) The Warrants evidenced by each new Warrant Certificate issued pursuant to this Section in lieu of any lost, stolen or destroyed Warrant Certificate shall be original, additional contractual obligations of the Issuer, and shall be entitled to the same benefits under this Agreement as the Warrants evidenced by the Warrant Certificate that was lost, stolen or destroyed.

(d) Upon the issuance of any new Warrant Certificate in accordance with this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) connected therewith.

(e) The provisions of this Section are exclusive and shall preclude (to the extent lawful) any other rights and remedies with respect to the replacement or payment of mutilated, lost, stolen or destroyed Warrant Certificates.

Section 2.07. Registered Holders. Prior to due presentment for registration of transfer, the Issuer, the Warrant Agent, and any agent of the Issuer or the Warrant Agent may deem and treat the person in whose name a Warrant Certificate shall be registered in the Warrant Register (a “Registered Holder”) as the absolute owner of the Registered Warrants evidenced thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate) for any purpose whatsoever, and as the person entitled to exercise the rights represented by the Registered Warrants evidenced thereby, and none of the Issuer, the Warrant Agent, or any agent of the Issuer or the Warrant Agent, shall be affected by any notice to the contrary. All payments on account of any Registered Warrant to the Registered Holder, or upon his order, shall be valid, and to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability of the Issuer for moneys paid upon such Registered Warrant. This Section shall be without prejudice to the rights of Warrantholders as described elsewhere herein.

Section 2.08. Cancellation. All Warrant Certificates surrendered to the Warrant Agent for redemption or registration of transfer or exchange shall be promptly cancelled by the Warrant Agent. The Issuer may at any time deliver to the Warrant Agent for cancellation any Warrant Certificates previously countersigned and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Warrant Certificates so delivered shall, upon receipt by the Warrant Agent of an Issuer Order, be promptly cancelled by the Warrant Agent. No Warrant Certificates shall be countersigned in lieu of or in exchange for any Warrant Certificates cancelled as provided in this Section, except as permitted by this Agreement. All cancelled Warrant Certificates held by the Warrant Agent shall be disposed of in accordance with its customary procedures and a certificate of their disposition shall be delivered by the Warrant Agent to the Issuer, unless by Issuer Order the Issuer shall direct that cancelled Warrant Certificates be returned to it.

If the Issuer or any affiliate of the Issuer shall acquire any Warrant Certificate, such acquisition shall not operate as a cancellation of such Warrant Certificate unless and until such Warrant Certificate is delivered to the Warrant Agent or its agent for the purpose of cancellation.

Section 2.09. Additional Warrant Agents. Whenever the Issuer shall appoint a warrant agent other than the Warrant Agent with respect to the Warrants of any series, it will cause such warrant agent to execute and deliver to the Warrant Agent an instrument in which such agent shall agree with the Warrant Agent, subject to the provisions of this Section,

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(a) that it will hold all Warrant Property and sums received by it as such agent for any payment with respect to the Warrants of such series in trust for the benefit of the Holders of such Warrants, if any, or of the Warrant Agent, and

(b) that it will give the Warrant Agent notice of any failure by the Issuer to make any payment with respect to the Warrants of such series when the same shall be due and payable.

The Issuer will, on or prior to each date of any payment of Warrants of any such series, deposit with the Warrant Agent or any such additional warrant agent a sum sufficient to make such payment, and the Issuer will promptly notify the Warrant Agent of any failure to take such action with respect to any such additional warrant agent.

Section 2.10. Appointment of Calculation Agents. Pursuant to Section 2.03 hereof, the Issuer may, in connection with the Warrants of any series appoint any person or entity as Calculation Agent to make any calculations as may be required pursuant to the terms of any such Warrants. Any such Calculation Agent shall act as an independent agent of the Issuer and, unless otherwise provided by this Agreement, its calculations and determinations as to the applicable Warrants shall, absent manifest error, be final and binding on the Issuer, the Warrant Agent and the Warrantholders. Any such calculations will be made available to a Warrantholder for inspection at the Warrant Agent’s Office.

Section 2.11. CUSIP Numbers. The Issuer in issuing the Warrants may use “CUSIP,” “ISIN” and other similar numbers (if then generally in use), and, if so, the Warrant Agent shall use “CUSIP,” “ISIN” and other similar numbers in notices of redemption as a convenience to Warrantholders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Warrants or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Warrants, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Warrant Agent of any changes in the “CUSIP,” “ISIN” and other similar numbers.

ARTICLE 3

DURATION AND EXERCISE OF WARRANTS

Section 3.01. Duration and Exercise of Warrants. All terms with respect to duration and exercise of Warrants will be established pursuant to Section 2.03 for each series of Warrants.

Section 3.02. Return of Money Held Unclaimed for Two Years. Except as otherwise provided herein, any money or other assets deposited with or paid to the Warrant Agent for the payment of any Warrants and not paid but remaining unclaimed for two years after the date upon which such money or other assets shall have become due and payable shall be repaid by the Warrant Agent to the Issuer, at the Issuer’s request, pursuant to an Officer’s Certificate, and the Holders of such Warrants shall thereafter look only to the Issuer for any payment which such Holders may be entitled to collect and all liability of the Warrant Agent with respect to such money shall thereupon cease; provided, however, that the Warrant Agent, before making any such repayment, may (but shall not be obligated to) at the expense of the Issuer notify (i) in the case of Registered Warrants evidenced by Definitive Warrant Certificates, the Registered Holders, and (ii) in the case of Warrants evidenced by one or more Global Warrant Certificates, the applicable participants of the Depositary, in each case as provided in Section 7.04, that said money has not been so applied and remains unclaimed and that after a date named in the notification any unclaimed balance of said money then remaining will be returned to the Issuer.

ARTICLE 4

OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

Section 4.01. Warrantholder May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any Warrantholder may, without the consent of the Warrant Agent, the Depositary, any participant of the Depositary, any other Warrantholder, the holder of any Warrant Property or, if applicable, the common depositary for Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System, and Clearstream Banking, société anonyme, or its successor, in and for its own behalf, enforce, and may institute and maintain, any suit, action or proceeding against the Issuer suitable to enforce, or otherwise in respect of, its right to exercise its Warrants as provided in this Agreement and established with respect to such Warrants pursuant to Section 2.03.

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Section 4.02. No Rights as Holder of Warrant Property Conferred by Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the Warrantholder thereof to any of the rights of a holder or beneficial owner of Warrant Property, including, without limitation, the right to receive the payment of principal of (premium, if any) or interest, if any, on Warrant Property or to vote or to enforce any rights under any documents governing Warrant Property.

Section 4.03. Issuer’s Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Issuer covenants that it will not merge or consolidate with any other Person or sell, lease or convey all or substantially all of its assets to any other Person, unless (i) either the Issuer shall be the continuing corporation or the successor corporation, or the Person which acquires by sale, lease or conveyance all or substantially all of the assets of the Issuer (if other than the Issuer) shall either (A) be one or more registered direct or indirect affiliates of the Issuer which are controlled by the Issuer or which are under common control with the Issuer or (B) expressly assume or guaranty the due and punctual payment of the amounts due on all the Warrants, if any, according to their terms, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Issuer, by supplemental agreement satisfactory to the Warrant Agent, executed and delivered to the Warrant Agent by such corporation, and (ii) the Issuer, such Person or such successor corporation, as the case may be, shall not, immediately after such merger, consolidation, sale, lease or conveyance, be in default in the performance of any covenant or condition of this Agreement to be performed or observed by the Issuer.

Section 4.04. Successor Corporation Substituted. In case of any such consolidation, merger, sale, lease or conveyance, and following such an assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named as the Issuer herein. Such successor corporation may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Warrants issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Warrant Agent; and, upon the order of such successor corporation, instead of the Issuer, and subject to all the terms, conditions and limitations in this Agreement prescribed, the Warrant Agent shall countersign and deliver any Warrants which previously shall have been signed and delivered by the Officers to the Warrant Agent for countersignature, and any Warrants which such successor corporation thereafter shall cause to be signed and delivered to the Warrant Agent for that purpose. All of the Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made in the Warrant Certificates representing the Warrants thereafter to be issued as may be appropriate.

In the event of any such sale or conveyance (other than a conveyance by way of lease), the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Agreement, the Warrants and the Warrant Certificates and may be liquidated and dissolved.

Section 4.05. Opinion of Counsel Delivered to Warrant Agent. The Warrant Agent, subject to the provisions of Article 6, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance of the Issuer, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Agreement.

ARTICLE 5

WARRANTS ACQUIRED BY THE ISSUER; PAYMENT OF TAXES

Section 5.01. Warrants Acquired by the Issuer.

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(a) In the event the Issuer shall purchase or otherwise acquire Warrants, such Warrants may, at the option of the Issuer, be (i) in the case of Warrants evidenced by Definitive Warrant Certificates, delivered to the Warrant Agent, and if so delivered, the Warrant Agent shall promptly cancel such Warrants on the records of the Warrant Agent or (ii) in the case of Warrants evidenced by one or more Global Warrant Certificates, surrendered free through a participant of the Depositary to the Depositary for credit to the account of the Warrant Agent maintained at the Depositary, and if so credited, the Warrant Agent shall promptly note the cancellation of such Warrants by notation on the records of the Warrant Agent and the Warrant Agent shall cause its records to be marked to reflect the reduction in the number of Warrants evidenced by the Global Warrant Certificate or Certificates by the number of Warrants so cancelled promptly after such account is credited. Warrants acquired by the Issuer may also, at the option of the Issuer, be resold by the Issuer directly or to or through any of its affiliates in lieu of being surrendered to the Warrant Agent or credited to its account. No Warrant Certificate shall be countersigned in lieu of or in exchange for any Warrant that is cancelled as provided herein, except as otherwise expressly permitted by this Agreement.

(b) Any cancelled Warrant Certificate held by the Warrant Agent under this Agreement shall be disposed of by the Warrant Agent in accordance with its customary procedures unless otherwise directed by the Issuer, and the Warrant Agent shall deliver a certificate of disposition to the Issuer evidencing the same.

Section 5.02. Payment of Taxes. The Issuer will pay all stamp, withholding and other duties, if any, attributable to the initial issuance of each series or tranche of Warrants; provided, however, that, anything in this Agreement to the contrary notwithstanding, the Issuer shall not be required to pay any tax or other governmental charge that may be payable in respect of any transfer involving any beneficial or record interest in, or ownership interest of, any Warrants or Warrant Certificates.

ARTICLE 6

CONCERNING THE WARRANT AGENT

Section 6.01. Warrant Agent. The Issuer hereby appoints The Bank of New York Mellon as Warrant Agent of the Issuer in respect of the Warrants upon the terms and subject to the conditions set forth herein; and The Bank of New York Mellon hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in this Agreement and such further powers and authority to act on behalf of the Issuer as the Issuer may hereafter grant to or confer upon it with its consent. All of the terms and provisions with respect to such powers and authority contained in any Warrant Certificate are subject to and governed by the terms and provisions hereof.

Section 6.02. Condition of Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Issuer agrees and to all of which the rights hereunder of the holders from time to time of the Warrants shall be subject:

(a) The Issuer agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Issuer for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for its reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Warrant Agent without negligence or bad faith on its part in connection with the services rendered by it hereunder. The Issuer also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred without negligence or bad faith on the part of the Warrant Agent, arising out of or in connection with its acting as such Warrant Agent hereunder, as well as the reasonable costs and expenses of defending against any claim of liability in the premises. The obligations of the Issuer under this Section shall survive the expiration of all Warrants issued under this Agreement, the resignation or removal of the Warrant Agent and the termination of this Agreement.

(b) In acting under this Agreement, the Warrant Agent is acting solely as agent of the Issuer and does not assume any obligation or relationship of agency or trust for or with any Warrantholders.

(c) The Warrant Agent may consult with counsel satisfactory to it (including counsel to the Issuer), and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel.

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(d) The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any notice, direction, consent, certificate, affidavit, opinion, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

(e) The Warrant Agent and its officers, directors and employees may become the owner of, or acquire any interest in, any Warrants or other obligations of the Issuer, with the same rights that it or they would have if it were not the Warrant Agent hereunder and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Issuer and may act on behalf of, or as depositary, trustee or agent for, any committee or body of owners or holders of Warrants or other obligations of the Issuer as freely as if it were not the Warrant Agent hereunder.

(f) Subject to the provisions of Section 3.02 hereof, all moneys received by the Warrant Agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds held by the Warrant Agent, except to the extent required by mandatory provisions of law. The Warrant Agent shall be under no obligation to invest or pay interest on any money received by it hereunder, except as otherwise agreed with the Issuer. The Warrant Agent shall not be responsible for advancing funds on behalf of the Issuer. Any interest accrued on funds deposited with the Warrant Agent under this Agreement shall be paid to the Issuer from time to time and the Warrantholders shall have no claim to any such interest.

(g) The Warrant Agent shall not be under any responsibility with respect to the validity or sufficiency of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Warrant Agent) or with respect to the validity or execution of the Warrant Certificates (except its countersignature thereof).

(h) The recitals contained herein and in the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon) shall be taken as the statements of the Issuer and the Warrant Agent assumes no responsibility for the correctness of the same.

(i) The Warrant Agent shall be obligated to perform such duties as are specifically set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder likely to involve it in any expense or liability. The Warrant Agent shall not be accountable or under any duty or responsibility for the application by the Issuer of any proceeds of the issuance of any Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Issuer in the performance of its covenants or agreements contained in this Agreement or in any Warrant Certificate or in the case of the receipt of any written demand from a holder of a Warrant with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 7.02, to make any demand upon the Issuer.

(j) Anything in this Agreement notwithstanding, in no event shall the Warrant Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Warrant Agent has been advised as to the likelihood of such loss or damage and regardless of the form of action.

(k) The rights, privileges, protections, immunities and benefits given to the Warrant Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Warrant Agent in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(l) The Warrant Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(m) The Warrant Agent shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within the rights or powers conferred upon it by this Agreement.

Section 6.03. Resignation and Appointment of Successor.

(a) The Issuer agrees, for the benefit of the holders from time to time of the Warrants, that there shall at all times be a Warrant Agent hereunder with respect to each series of Warrants until all the Warrants of such series are no longer outstanding or until monies for the payment of all outstanding Warrants of such series, if any, shall have been paid to the Warrant Agent and shall have been returned to the Issuer as provided in Section 3.02, whichever occurs earlier.

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(b) The Warrant Agent may at any time resign as such agent with respect to any series of Warrants by giving written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Warrant Agent with respect to such series and acceptance of such appointment by such successor Warrant Agent as hereinafter provided. The Warrant Agent hereunder may be removed with respect to any series of Warrants at any time by the filing with it of an instrument in writing signed by or on behalf of the Issuer and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Issuer, as hereinafter provided, of a successor Warrant Agent with respect to such series (which shall be a banking institution organized under the laws of the United States of America or one of the states thereof, have a combined capital and surplus of at least $50,000,000 (as set forth in its most recent reports of condition published pursuant to law or to the requirements of any United States federal or state regulatory or supervisory authority) and having its principal place of business in the United States of America) and the acceptance of such appointment by such successor Warrant Agent. In the event a successor Warrant Agent has not been appointed and accepted its duties within 30 days of the Warrant Agent’s notice of resignation, the Warrant Agent may apply to any court of competent jurisdiction for the designation of a successor Warrant Agent with respect to such series. The obligation of the Issuer under Section 6.02(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent with respect to any series of Warrants.

(c) In case at any time the Warrant Agent with respect to any series of Warrants (i) shall give notice of its intent to resign, or (ii) shall be removed, or (iii) shall become incapable of acting, or (iv) shall be adjudged as bankrupt or insolvent, or make an assignment for the benefit of its creditors, or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or (v) shall admit in writing its inability to pay or meet its debts as they mature, or (vi) if a receiver or custodian of it or of all or any substantial part of its property shall be appointed, or (vii) if any public officer shall have taken charge or control of the Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be promptly appointed by the Issuer by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the latter of such appointment, the Warrant Agent so superseded shall cease to be Warrant Agent hereunder with respect to such series.

(d) Any successor Warrant Agent appointed hereunder with respect to any series of Warrants shall execute, acknowledge and deliver to its predecessor and to the Issuer an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent with respect to such series hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor (including, without limitation, the Warrant Register) as Warrant Agent with respect to such series hereunder.

(e) If a successor Warrant Agent is appointed with respect to the Warrants of one or more (but not all) series, the Issuer, the predecessor Warrant Agent and each successor Warrant Agent with respect to the Warrants of any applicable series shall execute and deliver an agreement supplemental hereto that shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers and duties of the predecessor Warrant Agent with respect to the Warrants of any series as to which the predecessor Warrant Agent is not retiring shall continue to be vested in the predecessor Warrant Agent, and shall add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Warrants hereunder by more than one Warrant Agent, it being understood that nothing herein or in such supplemental agreement shall constitute such Warrant Agents co-Warrant Agents of the same Warrants and that each such Warrant Agent shall be a Warrant Agent with respect to separate series of Warrants.

(f) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all the corporate agency assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

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Section 6.04. Force Majeure. In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Warrant Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

ARTICLE 7

MISCELLANEOUS

Section 7.01. Amendment.

(a) This Agreement and the terms of the Warrants of any series may be amended (by means of an agreement supplemental hereto or otherwise) by the Issuer and the Warrant Agent, without the consent of the Warrantholders of such Warrants, (i) for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained herein or therein, (ii) to establish the forms or terms of Warrant Certificates or Warrants of any series as permitted by Sections 2.02 and 2.03, (iii) to evidence and provide for the acceptance of appointment hereunder by a successor Warrant Agent with respect to the Warrants of any series and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Warrants hereunder by more than one Warrant Agent pursuant to Section 6.03, (iv) to add to, change or eliminate any of the provisions of this Agreement in respect of all or any Warrants of any series (and if such addition, change or elimination is to apply with respect to less than all Warrants of any series, stating that it is expressly being made to apply solely with respect to such Warrants within such series); provided that any such addition, change or elimination (A) shall neither (1) apply to any Warrants issued prior to the execution of such supplemental agreement and entitled to the benefit of such provision nor (2) modify the rights of any holder of such Warrant with respect to such provision or (B) shall become effective only when there is no such Warrant outstanding, or (v) in any other manner which the Issuer may deem necessary or desirable and which will not materially and adversely affect the interests of the Warrantholders of such Warrants.

(b) The Issuer and the Warrant Agent may modify or amend this Agreement (by means of an agreement supplemental hereto or otherwise) with the consent of Warrantholders holding not less than a majority in number of the then outstanding Warrants affected by such modification or amendment, for any purpose; provided, however, that no such modification or amendment that changes the exercise price of any Warrant, reduces the amount receivable upon exercise, cancellation or expiration of any Warrant other than in accordance with the adjustment provisions included in the terms of such Warrant, shortens the period of time during which any Warrant may be exercised, or otherwise materially and adversely affects the exercise rights of the affected Warrantholders or reduces the percentage of the number of outstanding Warrants, the consent of whose Warrantholders is required for modification or amendment of this Agreement, may be made without the consent of each Warrantholder affected thereby. In the case of Warrants evidenced by one or more Global Warrant Certificates, the Issuer and the Warrant Agent shall be entitled to rely upon certification in form satisfactory to each of them that any requisite consent has been obtained from holders of beneficial ownership interests in the relevant Global Warrant Certificate. Such certification may be provided by participants of the Depositary acting on behalf of such beneficial owners of Warrants, provided that any such certification is accompanied by a certification from the Depositary as to the Warrant holdings of such participants.

(c) An amendment that changes or eliminates any provision of this Agreement that has expressly been included solely for the benefit of one or more particular series of Warrants, or that modifies the rights of Warrantholders of such series with respect to such provision, shall be deemed not to affect the rights under this Agreement of the Warrantholders of any other series.

(d) Upon the request of the Issuer, accompanied by an Officer’s Certificate authorizing the execution of any such amendment, and upon the filing with the Warrant Agent of evidence of the consent of Warrantholders as aforesaid, the Warrant Agent shall join with the Issuer in the execution of such amendment unless such amendment affects the Warrant Agent’s own rights, duties or immunities under this Agreement or otherwise, in which case the Warrant Agent may in its discretion, but shall not be obligated to, enter into such amendment. In executing, or

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accepting the additional duties created by, any amendment permitted by this Article, the Warrant Agent shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The fact and date of the execution of any consent of Warrantholders, or the authority of the person executing the same, may be proved in any manner which the Warrant Agent (with the approval of the Issuer) deems sufficient.

(e) It shall not be necessary for the consent of the Warrantholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.

Section 7.02. Notices and Demands to the Issuer and the Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the Issuer by any Warrantholder pursuant to the provisions of this Agreement or the terms of the Warrants of any series, the Warrant Agent shall promptly forward such notice or demand to the Issuer.

Section 7.03. Addresses for Notices. Any communications to the Warrant Agent with respect to this Agreement shall be in writing addressed to the Warrant Agent’s Office and any communications to the Issuer with respect to this Agreement shall be addressed to The Toronto-Dominion Bank, Toronto-Dominion Centre, Toronto, Ontario M5K 1A2, Canada, Attention: Vice President, Legal (or in each case to such other address as shall be given in writing to the other parties hereto).

The Warrant Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such electronic instructions or directions, subsequent to the transmission thereof, shall provide the originally executed instructions or directions to the Warrant Agent in a timely manner and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. The Warrant Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Warrant Agent’s reliance upon and compliance with such instructions or directions up until such time as the Warrant Agent receives any subsequent written instruction or direction that supersedes such earlier written instructions or directions. The party providing instructions or directions by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, as aforesaid, agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Warrant Agent, including without limitation the risk of the Warrant Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 7.04. Notices to Warrantholders. The Issuer may cause to have notice given to the Warrantholders of any series by providing the Warrant Agent with a form of notice to be distributed by (i) in the case of Warrants evidenced by Definitive Warrant Certificates, the Warrant Agent to Registered Holders by first class mail and (ii) in the case of Warrants evidenced by one or more Global Warrant Certificates, the Depositary to be distributed by the Depositary to its participants in accordance with the custom and practices of the Depositary.

Section 7.05. Obtaining of Approvals. The Issuer will from time to time take all action that may be necessary to obtain and keep effective any and all filings or notices under applicable law, which may be or become required in connection with the issuance, sale, trading, transfer or delivery of the Warrant Certificates or the exercise of the Warrants.

Section 7.06. Persons Having Rights under this Agreement. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Issuer, the Warrant Agent and the Warrantholders any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the Issuer, the Warrant Agent, their respective successors and the Warrantholders.

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Section 7.07. Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the Warrant Agent’s Office for inspection by the Warrantholders, participants of the Depositary certified as such by the Depositary or any person certified by any such participant to be an indirect participant of the Depositary or any person certified by any such participant to be a beneficial owner of a Warrant, in each case, on behalf of whom such participant holds Warrants.

Section 7.08. Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein.

(a) Each certificate or opinion provided for in this Agreement and delivered to the Warrant Agent with respect to compliance with a condition or covenant provided for in this Agreement shall include (i) a statement that the person making such certificate or opinion has read such covenant or condition, (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (iii) a statement that, in the opinion of such person, such person has made such examination or investigation as is necessary to enable such person to express an informed opinion as to whether or not such covenant or condition has been complied with and (iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

(b) Any certificate, statement or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which such officer’s certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the Issuer, upon the certificate, statement or opinion of or representations by an officer or officers of the Issuer, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which such officer’s certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

(c) Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which such officer’s or counsel’s, as the case may be, certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with and directed to the Warrant Agent shall contain a statement that such firm is independent.

Section 7.09. Payments Due on Saturdays, Sundays and Holidays. Unless otherwise specified in the applicable Warrant Certificate, if the date fixed for any payment with respect to the Warrants of any series appertaining thereto shall not be a Business Day, then such payment need not be made on such date, but may be made on the next succeeding Business Day with same force and effect as if made on the date fixed, and no interest shall accrue for the period after such date.

Section 7.10. Judgment Currency. The Issuer agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the Warrants of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Warrant Agent could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day (as defined below), in which event, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Warrant Agent could purchase in The City of New York the Required Currency with the Judgment Currency on the last New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its respective obligations under this Agreement and the terms of such Warrants to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause 6.10(a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required

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Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Agreement. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close.

Section 7.11. Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 7.12. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument.

Section 7.13. Applicable Law. This Agreement and each Warrant shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be governed by, and construed in accordance with, the laws of said State, excluding choice of law provisions.

Section 7.14. Waiver of Jury Trial. EACH OF THE ISSUER AND THE WARRANT AGENT, AND EACH WARRANTHOLDER BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE WARRANTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 7.15. Agent for Service; Submission to Jurisdiction; Waiver of Immunity. By the execution and delivery of this Agreement, the Issuer (i) agrees that service of process upon the Issuer at the names, addresses and other details specified in Section 7.03 shall be deemed in every respect effective service of process upon it in any such suit or proceeding arising out of or relating to the Warrants or this Agreement that may be instituted in any Federal or State court in the Borough of Manhattan, The City of New York or brought under Federal or State securities laws or brought by the Warrant Agent (whether in its individual capacity or in its capacity as warrant agent hereunder), and (ii) submits to the non-exclusive jurisdiction of any such court in any such suit of proceeding.

To the extent that the Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Issuer hereby irrevocably waives such immunity in respect of its respective obligations under this Agreement and the Warrants to the extent permitted by law.

Section 7.16. FATCA. In order to comply with sections 1471 - 1474 of the Internal Revenue Code, including regulations promulgated thereunder, (“FATCA”) or an intergovernmental agreement, including any related guidance or legislation, implementing FATCA (collectively, “Applicable Law”) that a foreign financial institution, issuer, paying agent, holder or other institution is or has agreed to be subject to related to this Warrant Agreement, (i) upon request, and to the extent practicable, to the extent the Issuer has in its possession sufficient information about Holders relating to Applicable Law, the Issuer agrees to provide to the Warrant Agent such information for the Warrant Agent’s determination as to any tax related obligations under Applicable Law and (ii) the Issuer agrees that the Warrant Agent shall be entitled to make any withholding or deduction from payments under this Warrant Agreement to the extent necessary to comply with Applicable Law. The terms of this section shall survive the termination of this Agreement.

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


THE TORONTO-DOMINION BANK

By:		/s/ Vanessa Simonetti
		Name: Vanessa Simonetti
		Title: Managing Director

THE BANK OF NEW YORK MELLON, as Warrant Agent

By:		/s/ Teresa H. Wyszomierski
		Name: Teresa H. Wyszomierski
		Title: Vice President

[Signature Page to the Warrant Agreement]

EXHIBIT A

[FORM OF FACE OF REGISTERED WARRANT CERTIFICATE]


No.		CUSIP No.

[Unless and until it is exchanged in whole or in part for Warrants in definitive registered form, this Warrant Certificate and the Warrants evidenced hereby may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this Warrant Certificate is presented by an authorized representative of the Depositary to The Toronto-Dominion Bank or its agent for registration of transfer, exchange or payment, and any Warrant issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]¹

THE TORONTO-DOMINION BANK

[Series and Title of Warrants]

NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ]

WARRANT PROPERTY:

[AMOUNT OF WARRANT PROPERTY [PURCHASABLE][SALEABLE] PER WARRANT:]

[CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME):]

[[CALL][PUT][STRIKE] PRICE FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:]

[METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF WARRANTS:]

FORM OF [PAYMENT][SETTLEMENT]:

DATES OF EXERCISE:

OTHER TERMS:

This Warrant Certificate certifies that , or registered assigns, is the Registered Holder of the number of [Title of Warrants] (the “Warrants”) [specified above]² [specified in Schedule I hereto]³. Upon receipt by the Warrant Agent of this Warrant Certificate, the exercise notice on the reverse hereof (or an exercise notice in substantially identical form delivered herewith) (the “Exercise Notice”), duly completed and executed, and the [Call Price][Put Price][Amount of Warrant property saleable][Cash Settlement Value] per Warrant set forth above, [as adjusted, if applicable,] in the form set forth above, for each Warrant to be exercised (the “Exercise Property”), [delivered as set forth above,] at the Warrant Agent’s Window, Attention: [Issuer/Loan Services-CSD Transfers/Redemptions], each Warrant evidenced hereby entitles the

¹	Applies to global warrant certificates.

²	Applies to definitive warrant certificates.

³	Applies to global warrant certificates.

A-1

Registered Holder hereof to receive, subject to the terms and conditions set forth herein and in the Warrant Agreement (as defined below), from The Toronto-Dominion Bank (the “Issuer”) the [amount and form of property (the “Warrant Property”)][amount (the “Cash Settlement Value”)] per Warrant specified above. [Warrants will not entitle the Warrantholder to any of the rights of the holders of any of the Warrant Property.][Unless otherwise indicated above, a Warrant will not require or entitle a Warrantholder to sell or deliver to the Issuer, nor will the Issuer be under any obligation to, nor will it, purchase or take delivery from any Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the Issuer will make only a cash payment in the amount of the [Cash Settlement Value][Put Price] per Warrant.][Warrantholders will not receive any interest on any Cash Settlement Value.]

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as though fully set forth in this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

A-2

IN WITNESS WHEREOF, The Toronto-Dominion Bank has caused this instrument to be duly executed.

Dated:


THE TORONTO-DOMINION BANK

By:
		Name:
		Title:


[Attest:

By:
		[Secretary]]

Countersigned as of the date above written:

THE BANK OF NEW YORK MELLON,
as Warrant Agent

By:
		Authorized Signatory

A-3

[FORM OF REVERSE OF REGISTERED WARRANT CERTIFICATE]

THE TORONTO-DOMINION BANK

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued by the Issuer pursuant to a Warrant Agreement, dated as of June 17, 2020 (as may be amended or supplemented from time to time, the “Warrant Agreement”), between the Issuer and The Bank of New York Mellon (the “Warrant Agent”) and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein and which Warrant Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent’s Office.

The Warrants are unsecured, unsubordinated obligations of the Issuer and will rank on a parity in right of payment with all of the Issuer’s deposit liabilities, except for obligations preferred by mandatory provisions of law.

Subject to the provisions hereof and the Warrant Agreement, each Warrant may be exercised during the dates of exercise set forth on the face hereof by delivering or causing to be delivered this Warrant Certificate and the Exercise Notice, duly completed and executed, [and the Exercise Property for each such Warrant,] to the Warrant Agent’s Window, which is, on the date hereof (unless otherwise specified herein), BNY Mellon Corporate Trust, Issuer/Loan Services-CSD Transfers/Redemptions, 111 Sanders Creek Parkway, East Syracuse, NY 13057, or at such other address as the Warrant Agent may specify from time to time.

Each Warrant entitles the Warrantholder to receive, upon exercise, the [Warrant Property][Cash Settlement Value] per Warrant set forth on the face hereof. The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement. This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York.

A-4

[Designation of Warrants]

Exercise Notice

The Bank of New York Mellon

c/o BNY Mellon Corporate Trust

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attention: Issuer/Loan Services-CSD Transfers/Redemptions

The undersigned (the “Registered Holder”) hereby irrevocably exercises Warrants (the “Exercised Warrants”) and delivers to you herewith a Warrant Certificate or Certificates, registered in the Registered Holder’s name, representing a number of Warrants at least equal to the number of Exercised Warrants[, and the Warrant Property with respect thereto].

The Registered Holder hereby directs the Warrant Agent (a) to deliver the [Warrant Property][Cash Settlement Value] per Warrant as follows:

and (b) if the number of Exercised Warrants is less than the number of Warrants represented by the enclosed Warrant Certificate, to deliver a Warrant Certificate representing the unexercised Warrants to:


Dated:
	(Registered Holder)

	By:
		Authorized Signature
		Address:
		Telephone:

A-5

[If Warrant is evidenced by a Global Warrant Certificate , insert this Schedule I]

SCHEDULE I

[Series and Title of Warrants]

GLOBAL WARRANT CERTIFICATE

SCHEDULE OF EXCHANGES

The initial number of Warrants represented by this Global Warrant Certificate is . In accordance with the Warrant Agreement, the following reductions as a result of the exercise of the number of Warrants indicated below have been made:


Date of Exchange or Exercise		Number of Warrants Exercised		Reduced Number Outstanding Following Such Exercise		Notation Made by or on Behalf of Warrant Agent

A-6

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form F-3 and the related prospectus of The Toronto-Dominion Bank for the registration of U.S.$200,000,000 of its warrants and to the incorporation by reference of our report dated December 4, 2019 to the shareholders and directors of The Toronto-Dominion Bank on the Consolidated Balance Sheet of the Bank as at October 31, 2019 and 2018 and the Consolidated Statements of Income, Comprehensive Income, Changes in Equity, and Cash Flows for each of the years in the three year period ended October 31, 2019, and our report dated December 4, 2019 on the effectiveness of internal control over financial reporting of The Toronto-Dominion Bank as of October 31, 2019, each as contained in its Form 40-F dated December 5, 2019 filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Ernst & Young LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

July 10, 2020