0001193125-12-119768 Sample Contracts

Form of Sales Plan
Sales Plan • March 16th, 2012 • Toronto Dominion Bank • Commercial banks, nec • New York

This Agreement (the “Sales Plan”) is made and entered into as of this 14th day of March, 2012 by and between TD Luxembourg International Holdings, a Luxembourg société à responsabilité limitée (private limited liability company), with a share capital of USD 24,000 having its registered office at 46A, Avenue John F. Kennedy, L-2958 Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg Registre de Commerce et des Sociétés (Trade and Companies Register) under number B 154.812 (“Seller”) and Goldman, Sachs & Co. (“Broker”).

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