TMX Group Limited

THIS THIRD AMENDING AGREEMENT (this “ Amending Agreement ”) made as of the 28th day of April, 2021.

B E T W E E N :

TMX GROUP LIMITED ,

(hereinafter referred to as “ Borrower ”)

and -

THE FINANCIAL INSTITUTIONS indicated

on the signature pages hereto,

(hereinafter referred to as “ Lenders ”)

and -

NATIONAL BANK OF CANADA , as administrative agent,

(hereinafter referred to as “ Agent ”)

WHEREAS the Borrower, the Agent and the Lenders are party to an amended and restated credit agreement dated as of May 2, 2016 (as amended on December 14, 2017 and September 12, 2018, the “ Credit Agreement ”);

AND WHEREAS the parties hereto wish to amend certain terms and conditions of the Credit Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Credit Agreement as provided herein:

1. General

In this Amending Agreement (including the recitals) unless otherwise defined or the context otherwise requires, all capitalized terms shall have the respective meanings specified in the Credit Agreement.

2. To be Read with Credit Agreement

This Amending Agreement is an amendment to the Credit Agreement. Unless the context of this Amending Agreement otherwise requires, the Credit Agreement and this Amending Agreement shall be read together and shall have effect as if the provisions of the Credit Agreement and this Amending Agreement were contained in one agreement. The term

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“Agreement” when used in the Credit Agreement means the Credit Agreement as amended, supplemented or modified from time to time.

3. Amendments

(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in their proper alphabetical order:

““ Fifth Closing Date ” means April 28, 2021.

“ Third Amending Agreement ” means the third amending agreement dated as of April 28, 2021 among the Agent, the Borrower and the Lenders.”

(b) The Revolving Facility Commitments of the Lenders shall be the amount set forth in such Lender’s name on the signature pages of the Third Amending Agreement adjacent to the caption “Revolving Facility Commitment”.

(c) Section 1.1 of the Credit Agreement is hereby amended by deleting “May 2, 2021” in the definition “ Maturity Date ” and replacing such deletion with “May 2, 2024”.

(d) Section 1.1 of the Credit Agreement is hereby amended by (x) deleting the reference to "$500,000,000" in the definition " Revolving Facility Commitment " and replacing such deletion with "$400,000,000", and (y) deleting the reference “on the signature pages hereof” and replacing such deletion with “on the signature pages hereof or on any amending agreement to this Agreement”.

(e) Section 1.1 of the Credit Agreement is hereby amended by adding at the end of the definition “ U.S. Base Rate ” the following:

“At no time may such rate be less than 0%.”.

(f) Section 2.5(e)(ii) of the Credit Agreement is hereby deleted in its entirety and replacing it as follows:

"(ii) will have a term, subject to availability, of 1 month, 2 months or 3 months, excluding days of grace;"

(g) Section 2.7 of the Credit Agreement is hereby amended by adding the following new Section 2.7A:

" 2.7A LIBOR

Notwithstanding anything to the contrary herein or in any other Credit Document:

(a) Replacing LIBOR. On March 5, 2021 the Financial Conduct Authority (“ FCA ”), the regulatory supervisor of the LIBOR’s administrator (“ IBA ”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12month LIBOR tenor settings. On the earlier of

(i) the date that all Available Tenors of LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been

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announced by the FCA pursuant to public statement or publication of information to be no longer representative and

(ii) the Early Opt-in Effective Date,

if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Credit Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis and the interest payment dates will be determined by the Agent pursuant to clause (e) below.

(b) Replacing Future Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.

(c) Benchmark Replacement after a Term SOFR Event. Notwithstanding anything to the contrary herein or in any other Credit Document, if a Term SOFR Event has occurred prior to the time provided for the next setting of the thencurrent Benchmark, then the sum of (i) Term SOFR and (ii) the applicable percentage specified in clause (i)(A) of the definition of Benchmark Replacement will become the applicable Benchmark Replacement and will replace the thencurrent Benchmark for all purposes hereunder or under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document; provided that this clause (c) will not be effective unless the Agent has delivered to the Lenders and the Borrower a notice of the occurrence of such Term SOFR Event.

(d) Unavailability of Benchmark. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for an Advance of, conversion to or renewal of Advances to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to U.S. Base Rate Loans. During the period referenced in the

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foregoing sentence, the component of U.S. Base Rate based upon the Benchmark will not be used in any determination of U.S. Base Rate.

(e) Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, the Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(f) Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.7A, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.7A.

(g) Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the thencurrent Benchmark is a term rate (including Term SOFR or LIBOR), then the Agent may remove any tenor of such Benchmark that is unavailable or nonrepresentative for Benchmark (including Benchmark Replacement) settings and (ii) the Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings that has ceased to be unavailable or non-representative.

(h) Definitions. In this Section 2.7A, the following terms have the meanings set out below:

“ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (i) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an interest period or (ii) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“ Benchmark ” means, initially, the LIBOR; provided that if a replacement of the Benchmark has occurred pursuant to this Section 2.7A, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” will include, as applicable, the published component used in the calculation thereof.

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“ Benchmark Replacement ” means, for any Available Tenor:

(i) For purposes of clause (a) of this Section 2.7A, the first alternative set forth below that can be determined by the Agent:

(A) the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration, or

(B) the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of the tenor of the LIBOR with a SOFR-based rate having approximately the same length as the interest payment period specified in clause (a) of this Section 2.7A; and

(ii) For purposes of clause (b) of this Section 2.7A, the sum of (i) the alternate benchmark rate and (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;

provided that, if the Benchmark Replacement as determined pursuant to clause (i) or (ii) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents.

“ Benchmark Replacement Conforming Changes ” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “U.S. Base Rate,” the definition of “Business Day,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or renewal notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).

“ Benchmark Transition Event ” means, with respect to any then-current Benchmark other than the LIBOR, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark,

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the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that

(i) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or

(ii) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

“ Daily Simple SOFR ” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion.

“ Early Opt-in Effective Date ” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Majority Lenders.

“ Early Opt-in Election ” means the occurrence of:

(i) a notification by the Agent to (or the request by the Borrower to the Agent to notify) each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(ii) the joint election by the Agent and the Borrower to trigger a fallback from LIBOR and the provision by the Agent of written notice of such election to the Lenders.

“ Floor ” means the benchmark rate floor, if any, provided in this Agreement with respect to LIBOR.

“ Relevant Governmental Body ” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee

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officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“ SOFR ” means a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at

http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time).

“ Term SOFR ” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“ Term SOFR Event ” means the determination by the Agent that (i) Term SOFR has been recommended for use by the Relevant Governmental Body, (ii) the administration of Term SOFR is administratively feasible for the Agent and (iii) a Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement that is not based on Term SOFR."

(h) Article 2 of the Credit Agreement is hereby amended by adding a new Section 2.13 as follows:

"2.13 Discontinuance of CDOR Rate

(a) If the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify the Agent that the Borrower or Majority Lenders (as applicable) have determined that:

(i) adequate and reasonable means do not exist for ascertaining the CDOR Rate, including because the Reuters Screen CDOR is not available or published on a current basis for the applicable Interest Period and such circumstances are unlikely to be temporary;

(ii) the administrator of CDOR or a Governmental Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans;

(iii) a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) a “ CDOR Scheduled Unavailability Date ”); or

(iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.13, are being

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executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the CDOR Rate,

then reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may mutually agree upon a successor rate to the CDOR Rate, and the Agent and the Borrower may amend this Agreement to replace the CDOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “ CDOR Successor Rate ”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders do not accept such amendment.

(b) If no CDOR Successor Rate has been determined and the circumstances under clause 2.13(a)(i) above or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Bankers’ Acceptances and BA Equivalent Notes, shall be suspended (to the extent of the affected Bankers’ Acceptances, BA Equivalent Notes, or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for an Advance of, conversion to or rollover of Bankers’ Acceptances or BA Equivalent Notes, (to the extent of the affected Bankers’ Acceptances, BA Equivalent Notes, or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Prime Rate Advance in the amount specified therein.

(c) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, the CDOR Rate shall not be included or referenced in the definition of Prime Rate."

(i) Section 12.4(ii) of the Credit Agreement is hereby amended by deleting the reference to "Facsimile: (514) 271 5294":

(j) Article 12 of the Credit Agreement is hereby amended by adding the following new Section 12.18:

" 12.18 Counterparts: Effectiveness: Electronic Execution.

(a) Counterparts: Integration: Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Credit Documents and any separate letter agreements with respect to fees payable to the Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and

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understandings, oral or written, relating to the subject matter hereof. Except as provided in the conditions precedent Section(s) of this Agreement, this Agreement shall become effective when it has been executed by the Agent and when the Agent has received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

(b) Electronic Execution of Assignments. This Agreement and any other Credit Document may be signed by way of associating or otherwise appending an electronic signature or other facsimile signature of the applicable signatory and the words "execution", “signed”, "signature”, and words of like import in this Agreement and any other Credit Document shall be deemed to include electronic signatures or other facsimile signature, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature.

(c) Electronic Imaging. Each party hereto agrees that, at any time, the Agent and each Lender may convert paper records of this Agreement, the other Credit Documents and all other documentation delivered to the Agent hereunder in such capacity (each, a " Paper Record ") into electronic images (each, an " Electronic Image ") as part of the Agent's or Lender's, as applicable, normal business practices. Each party hereto agrees that each such Electronic Image shall be considered as an authoritative copy of the Paper Record and shall be legally binding on the parties and admissible in any legal, administrative or other proceeding as conclusive evidence of the contents of such document in the same manner as the original Paper Record."

(k) Article 12 of the Credit Agreement is hereby amended by adding the following new Section 12.19:

" 12.19 Return by the Lenders of Mistaken Payments

If a Lender receives at any time from the Agent any payment in connection with this Agreement which was made as a result of a mistake or error on the part of the Agent or in respect of payments which were not due to such Lender under this Agreement at such time (each, a " Mistaken Payment "), such Lender shall pay in full the amount of any such Mistaken Payment to the Agent on demand, together with interest thereon for each day from and including the date such Mistaken Payment was received by such Lender, at a fluctuating rate per annum equal to the interbank rate for overnight funds which is applicable to the currency of such Mistaken Payment in accordance with market practice. A certificate of the Agent submitted to any Lender with respect to any Mistaken Payment owing under this Section shall be prima facie evidence thereof, absent manifest error."

4. Representations and Warranties

In order to induce the Agent and the Lenders to enter into this Amending Agreement, the Borrower represents and warrants to the Agent and the Lenders as follows, which representations and warranties shall survive the execution and delivery hereof:

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(a) attached hereto are updated disclosure schedules to the Credit Agreement in connection with each representation set forth in Section 8.1 of the Credit Agreement, which schedules reflect such representations being current to the Fifth Closing Date except with respect to Schedule 8.1(k) which shall be current as of December 4, 2017. The representations and warranties set forth in Article 8 of the Credit Agreement are true and correct in all material respects (without duplication of any materiality thresholds set forth therein);
(b) all consents and approvals required in connection with the execution and delivery by the Borrower of this Amending Agreement have been obtained;
(c) the execution and delivery of this Amending Agreement does not conflict with or result in a breach of any Material Contracts to which the Borrower is party;
(d) all necessary action, corporate or otherwise, has been taken to authorize the execution, delivery and performance of this Amending Agreement by the Borrower;
(e) the Borrower has duly executed and delivered this Amending Agreement;
(f) this Amending Agreement is a legal, valid and binding obligation of the Borrower enforceable against it by the Agent and the Lenders in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and other laws of general application limiting the enforcement of creditor’s rights generally and the fact that the courts may deny the granting or enforcement of equitable remedies; and
(g) no Default or Event of Default exists.

5. Conditions Precedent to Effectiveness of this Amending Agreement

This Amending Agreement shall be effective upon satisfaction of the following conditions precedent as of the Fifth Closing Date:

(a) a certificate of status for the jurisdiction of incorporation of the Borrower shall have been delivered to the Agent;
(b) no Default or Event of Default has occurred and is continuing and an officer of the Borrower shall have certified as such to the Lenders;
(c) no Material Adverse Effect has occurred since the date of the most recent audited financial statements of the Borrower which have been received by the Lenders, and an officer of the Borrower shall have certified as such to the Lenders;
(d) all representations and warranties contained in Section 4 of this Amending Agreement shall be true and correct in all material respects (without duplication of any materiality thresholds set forth therein) and an officer of the Borrower shall have certified as such to the Lenders;

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(e) the Agent shall have received a legal opinion of counsel to the Borrower in form and substance satisfactory to the Agent regarding, inter alia , the enforceability of this Agreement; and
(f) payment of a fee in the amount of to each Lender, the details of which are set forth on Schedule A attached hereto, or arrangements satisfactory to the Agent in respect thereof shall have been made for such payment;

provided that all documents delivered pursuant to this Section 5 shall be in form and substance satisfactory to the Lenders acting reasonably.

6. Expenses

The Borrower shall pay all reasonable fees and expenses, including, without limitation, all reasonable legal fees incurred by the Agent and the Lenders in connection with the preparation, negotiation, completion, execution, delivery and review of this Amending Agreement and all other documents and instruments arising therefrom and/or executed in connection therewith.

7. Continuance of Credit Agreement

The Credit Agreement, as changed, altered, amended or modified by this Amending Agreement, shall be and continue in full force and effect and is hereby confirmed and the rights and obligations of all parties thereunder shall not be affected or prejudiced in any manner except as specifically provided for herein. Nothing in this Amending Agreement shall constitute a release, settlement, extinguishment, rescission or novation of any indebtedness or Advance outstanding under the Credit Agreement and all Advances outstanding under the Credit Agreement shall continue as Advances following the execution and delivery of this Amending Agreement.

8. Counterparts

This Amending Agreement may be executed in any number of separate counterparts, each of which shall be deemed an original and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

9. Governing Law

This Amending Agreement shall be construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.

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S-1

IN WITNESS WHEREOF the parties hereto have executed this Amending Agreement as of the day and year first above written.

Per: “John McKenzie” John McKenzie Chief Executive Officer Per: “Frank Di Liso” Frank Di Liso Interim Chief Financial Officer

Third Amending Agreement (TMX Group Limited)

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NATIONAL BANK OF CANADA (as Agent)

Per: “Anne-Sophie Thene” Anne-Sophie Thene, Vice President Per: “Dominic Albanese” Dominic Albanese, Managing Director

Third Amending Agreement (TMX Group Limited)

S-3

NATIONAL BANK OF CANADA (as Lender)

Per: “Gavin Virgo” Gavin Virgo, Director

Per: “David Torrey” David Torrey, Managing Director

Commitment:

Revolving Facility Commitment: $

Notice Details:

Address: National Bank of Canada Corporate Banking Operations Place d’Armes, 26[th] Floor Montreal, Québec H2Y 2W3 Attention: Manager Facsimile: (514) 390 7850

Third Amending Agreement (TMX Group Limited)

S-4

THE BANK OF NOVA SCOTIA (as Lender)

Per: “Shiny Mathew” Name: Shiny Mathew Title: Director & Head

Per: “Jiacheng Fan” Name: Jiacheng Fan Title: Associate

Commitment:

Revolving Facility Commitment: $

Notice Details:

Address: The Bank of Nova Scotia Corporate Banking Canada 40 King St. West, 62[nd] floor Toronto, Ontario M5W 2X6 Attention: Director Facsimile: (416) 933-7399 Telephone: (416) 866-3894

Third Amending Agreement (TMX Group Limited)

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THE TORONTO-DOMINION BANK (as Lender)

Per: “Liza Straker” Name: Liza Straker Title: Managing Director Per: “Matthew Hendel” Name: Matthew Hendel Title: Managing Director

Commitment:

Revolving Facility Commitment: $

Notice Details:

Address: The Toronto-Dominion Bank 66 Wellington St. West, 9[th] Floor Toronto, Ontario M5K 1A2 Attention: Managing Director, Credit Origination Facsimile: (416) 944-5164 Telephone: (416) 982-5447

Third Amending Agreement (TMX Group Limited)

S-6

CANADIAN IMPERIAL BANK OF COMMERCE (as Lender)

Per: “Viktoriya Gruzytska” Name: Viktoriya Gruzytska Title: Executive Director

Per: “Jenny Milyutina” Name: Jenny Milyutina Title: Director

Commitment:

Revolving Facility Commitment: $

Notice Details:

Address: Canadian Imperial Bank of Commerce 161 Bay Street, 8[th] Floor Toronto, Ontario M5J 2S8 Attention: Viktoriya Gruzytska Facsimile: (416) 956-3810 Telephone: (416) 594-7004

Third Amending Agreement (TMX Group Limited)

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BANK OF MONTREAL (as Lender)

Per: “Patrick O'Grady” Name: Patrick O'Grady Title: Managing Director, BMO Capital Markets

Per: Name: Title:

Commitment:

Revolving Facility Commitment: $

Notice Details:

Address: 1 First Canadian Place 100 King Street West, 6[th] Floor Toronto, Ontario M5X 1A1 Attention: Director Facsimile: (416) 956-2324 Telephone: (416) 867-6946

Third Amending Agreement (TMX Group Limited)

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ROYAL BANK OF CANADA (as Lender)

Per: “Nicole Fang” Name: Nicole Fang Title: Authorized Signatory Per: Name: Title:

Commitment:

Revolving Facility Commitment: $

Notice Details:

Address: Royal Bank of Canada P.O. Box 50, Royal Bank Plaza Toronto, Ontario M5J 2W7 Attention: Director Facsimile: (416) 842-5320 Telephone: (416) 842-3882

Third Amending Agreement (TMX Group Limited)

S-9

BARCLAYS BANK PLC (as Lender)

Per: “Sean Duggan” Name: Sean Duggan Title: Vice President Per: Name: Title:

Commitment:

Revolving Facility Commitment: $

Notice Details:

Address: Barclays Bank PLC 745 7th Avenue, 8th Floor New York, NY 10019 Attention: Charlie Goetz Facsimile: 212-526-5115 Telephone: 212-526-4454

Third Amending Agreement (TMX Group Limited)

SCHEDULE A

FEES

Lenders Commitments Extension Fee National Bank of Canada CAD$ CAD$ The Bank of Nova Scotia CAD$ CAD$ The Toronto-Dominion Bank CAD$ CAD$ Bank of Montreal CAD$ CAD$ Canadian Imperial Bank of Commerce CAD$ CAD$ Royal Bank of Canada CAD$ CAD$ Barclays Bank PLC CAD$ CAD$ TOTAL CAD$ CAD$

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SCHEDULE 1.1

LIST OF MATERIAL SUBSIDIARIES

TSX
TSX Venture Exchange Inc.
MX
CDS Clearing
Trayport Ltd.
CDS (as parent of a Material Subsidiary)
Trayport Holdings Limited (as parent of a Material Subsidiary)

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SCHEDULE 8.1(l)

SUBSIDIARIES

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AI assistant

TMX Group Limited — Capital/Financing Update 2021

47061_rns_2021-05-20_2d1db4c8-0ce0-428f-84dd-64041856b972.PDF