Atmofizer Technologies Inc. — Regulatory Filings 2022

Jan 15, 2022

McCarthy Tétrault LLP Box 48, Suite 5300 Toronto Dominion Bank Tower Toronto ON M5K 1E6 Canada Tel: 416-362-1812 Fax: 416-868-0673

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January 14, 2022

Alberta Securities Commission British Columbia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan, Securities Division The Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers Financial and Consumer Services Commission (New Brunswick) Nova Scotia Securities Commission Superintendent of Securities, Prince Edward Island Superintendent of Securities, Newfoundland and Labrador Superintendent of Securities, Northwest Territories Superintendent of Securities, Yukon Superintendent of Securities, Nunavut

Dear Sirs and Mesdames:

Re: The Toronto-Dominion Bank (the “Bank”)

We refer you to the pricing supplement of the Bank dated January 14, 2022 (the “ Pricing Supplement ”) to the short form base shelf prospectus of the Bank dated July 15, 2020, relating to the sale of TD Canada Bank 30 AR Index-Linked Autocallable Coupon Notes, Series 1060 due February 5, 2029 of the Bank.

In the Pricing Supplement, reference is made to the opinions of this firm under the headings “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations”. We hereby consent to being named in the Pricing Supplement and to the use of our opinions therein.

We also confirm that we have read the Pricing Supplement and that we have no reason to believe that there are any misrepresentations in the information contained in the Pricing Supplement that are derived from our opinions referred to above or that are within our knowledge as a result of the services we have performed to render these opinions.

Yours truly,

/s/ McCarthy Tétrault LLP

MT MTDOCS 43483832