TD · Toronto Dominion Bank · Insider Trading

The 810 preferred shares reported as disposed of in Table I represent Variable Rate Demand Preferred Shares (the "VRDP Shares") that were beneficially owned by Toronto Dominion Investments LLC ("TDI"). The VRDP Shares were disposed of as a result of a redemption by the Issuer for a redemption price of $100,048.81516 per share (which includes a liquidation preference of $100,000.00 per share and accrued dividends of $48.81516 per share). TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The Shares were owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS held an indirect interest in the Shares by virtue of their ownership of TDI.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The 2,313 Variable Rate Demand Preferred Shares reported as acquired in Table I represent Variable Rate Demand Preferred Shares of the Issuer (the "VRDP Shares") beneficially owned by Toronto Dominion Investments LLC ("TDI") that were acquired from the Issuer in connection with the reorganization of BlackRock MuniVest Fund, Inc. ("MVF") and BlackRock MuniVest Fund II, Inc. ("MVT") into the Issuer. Immediately prior to such reorganization, TDI owned 1,536 Variable Rate Muni Term Preferred Shares of MVF and 777 Variable Rate Muni Term Preferred Shares of MVT, which were exchanged for an equal number of VRDP Shares of the Issuer in a cashless transaction. Prior to the reorganization, TDI held 3,564 VRDP Shares of the Issuer. TDI is a wholly owned subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The VRDP Shares are owned directly by TDI. TDH is the soleowner of TDI and TD GUS is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS hold an indirect interest in the VRDP Shares by virtue of their ownership of TDI.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US SecuritiesExchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose ofacquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities ofthe Issuer.

The 777 Variable Rate Muni Term Preferred Shares ("Shares") reported as disposed of in Table I represent shares that were beneficially owned by Toronto Dominion Investments LLC ("TDI"). In connection with the reorganization of the Issuer into BlackRock MuniYield Quality Fund III, Inc. ("MYI"), the Shares were exchanged for an equal number of Variable Rate Demand Preferred Shares of MYI in a cashless transaction. TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The Shares were owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS held an indirect interest in the Shares by virtue of their ownership of TDI.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The 1,536 Variable Rate Muni Term Preferred Shares ("Shares") reported as disposed of in Table I represent shares that were beneficially owned by Toronto Dominion InvestmentsLLC ("TDI"). In connection with the reorganization of the Issuer into BlackRock MuniYield Quality Fund III, Inc. ("MYI"), the Shares were exchanged for an equal number of Variable Rate Demand Preferred Shares of MYI in a cashless transaction. TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The Shares were owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS held an indirect interest in the Shares by virtue of their ownership of TDI.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The 364 Variable Rate Muni Term Preferred Shares reported as disposed of in Table I represent Variable Rate Muni Term Preferred Shares of the Issuer (the "VMTP Shares") that were beneficially owned by Toronto Dominion Investments, Inc. ("TDI"). The VMTP Shares were disposed of as a result of a redemption by the Issuer for a redemption price of $100,263.589038 per share (which includes a liquidation preference of $100,000.00 per share and accrued dividends of $263.589038 per share). TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The VMTP Shares are owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS hold an indirect interest in the VMTP Shares by virtue of their ownership of TDI.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The 467 Variable Rate Demand Preferred Shares reported as disposed of in Table I represent Variable Rate Demand Preferred Shares of the Issuer (the "VMTP Shares") that were beneficially owned by Toronto Dominion Investments, Inc. ("TDI"). The VMTP Shares were disposed of as a result of a redemption by the Issuer for a redemption price of $ $100,107.42467 per share (which includes a liquidation preference of $100,000.00 per share and accrued dividends of $107.42467 per share). TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The VMTP Shares are owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS hold an indirect interest in the VMTP Shares by virtue of their ownership of TDI.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The 600 munifund preferred shares reported as acquired in Table I represent munifund preferred shares, series B (the "MFP Shares") beneficially owned by Toronto Dominion Investments, Inc. ("TDI") that were acquired from the Issuer for a purchase price of $100,000 per share. Prior to this filing, TDI held 850 munifund preferred shares, series B, issued by the Issuer. TDI is a wholly owned subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The MFP Shares are owned directly by TDI. TDH is the sole owner of TDI and TD GUS is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS hold an indirect interest in the MFP Shares by virtue of their ownership of TDI.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The 500 munifund preferred shares reported as acquired in Table I represent munifund preferred shares, series B (the "MFP Shares") beneficially owned by Toronto Dominion Investments, Inc. ("TDI") that were acquired from the Issuer for a purchase price of $100,000 per share. Prior to this filing, TDI held 350 munifund preferred shares, series B, issued by the Issuer. TDI is a wholly owned subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The MFP Shares are owned directly by TDI. TDH is the sole owner of TDI and TD GUS is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS hold an indirect interest in the MFP Shares by virtue of their ownership of TDI.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The 200 Variable Rate Muni Term Preferred Shares reported as disposed of in Table I represent Variable Rate Muni Term Preferred Shares of the Issuer (the "VMTP Shares") that were beneficially owned by Toronto Dominion Investments, Inc. ("TDI"). The VMTP Shares were disposed of as a result of a redemption by the Issuer for a redemption price of $100,181.7534 per share (which includes a liquidation preference of $100,000.00 per share and accrued dividends of $100,181.7534 per share). TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The VMTP Shares are owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS hold an indirect interest in the VMTP Shares by virtue of their ownership of TDI.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The 360 Muni-MultiMode Preferred Shares reported as disposed of in Table I represent Muni-MultiMode Preferred Shares of the Issuer (the "MMP Shares") that were beneficially owned by Toronto Dominion Investments, Inc. ("TDI"). The MMP Shares were disposed of as a result of a redemption by the Issuer for a redemption price of $100,029.7351667 per share (which includes a liquidation preference of $100,000 per share and accrued dividends of $29.7351667 per share). TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The MMP Shares are owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS hold an indirect interest in the MMP Shares by virtue of their ownership of TDI.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The 1,377 MuniFund Preferred Shares ("Shares") reported as disposed of in Table I represent shares that were beneficially owned by TD Securities (USA) LLC ("TDS"). The Shares were disposed of as a result of a sale of such shares by TDS in an open market transaction for a sales price of $100,000 per share. The 1,377 shares reported as disposed of in Table I represent shares that were beneficially owned by TDS. TDS is a wholly owned subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDS, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The Shares were owned directly by TDS. TDH is the sole owner of TDS and TD GUS is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS hold an indirect interest in the Shares by virtue of their ownership of TDS.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The 441 MuniFund Preferred Shares ("Shares") reported as disposed of in Table I represent shares that were beneficially owned by TD Securities (USA) LLC ("TDS"). The Shares were disposed of as a result of a sale of such shares by TDS in an open market transaction for a sales price of $100,000 per share. The 441 shares reported as disposed of in Table I represent shares that were beneficially owned by TDS. TDS is a wholly owned subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDS, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The Shares were owned directly by TDS. TDH is the sole owner of TDS and TD GUS is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS hold an indirect interest in the Shares by virtue of their ownership of TDS.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The 1,760 MuniFund Preferred Shares ("Shares") reported as disposed of in Table I represent shares that were beneficially owned by TD Securities (USA) LLC ("TDS"). The Shares were disposed of as a result of a sale of such shares by TDS in an open market transaction for a sales price of $100,000 per share. The 1,760 shares reported as disposed of in Table I represent shares that were beneficially owned by TDS. TDS is a wholly owned subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDS, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The Shares were owned directly by TDS. TDH is the sole owner of TDS and TD GUS is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS hold an indirect interest in the Shares by virtue of their ownership of TDS.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

In connection with the reorganization of Delaware Investments Minnesota Municipal Income Fund II, Inc. ("VMM") and Delaware Investments Colorado Municipal Income Fund, Inc. ("VCF") into the Issuer, 750 shares of Muni-MultiMode Preferred Shares ("MMP Shares") of VMM and 300 MMP Shares of VCF beneficially owned by Toronto Dominion Investments, Inc. ("TDI") were exchanged for an equal number of MMP Shares of the Issuer in a cashless transaction. In addition to the MMP Shares of VMM and VCF that were exchanged for an equal number of MMP Shares of the Issuer, 300 MMP Shares of the Issuer were previously owned by TDI and reported on that certain Form 3 dated as of May 3, 2022 and filed on May 6, 2019, which form is updated by the filing of this Form 4. TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The MMP Shares are owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS hold an indirect interest in the MMP Shares by virtue of their ownership of TDI.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The 750 Muni-MultiMode Preferred Shares ("Shares") reported as disposed of in Table I represent shares that were beneficially owned by Toronto Dominion Investments, Inc. ("TDI"). In connection with the reorganization of the Issuer into Delaware Investments National Municipal Income Fund ("VFL"), the Shares were exchanged for an equal number of preferred shares of VFL in a cashless transaction. TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The Shares were owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS held an indirect interest in the Shares by virtue of their ownership of TDI.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The 300 Muni-MultiMode Preferred Shares ("Shares") reported as disposed of in Table I represent shares that were beneficially owned by Toronto Dominion Investments, Inc. ("TDI"). In connection with the reorganization of the Issuer into Delaware Investments National Municipal Income Fund ("VFL"), the Shares were exchanged for an equal number of preferred shares of VFL in a cashless transaction. TDI is a wholly owned indirect subsidiary of The Toronto-Dominion Bank ("TD Bank").

This statement is jointly filed by TD Bank, TDI, Toronto Dominion Holdings (U.S.A.), Inc. ("TDH"), and TD Group US Holdings LLC ("TD GUS"). The Shares were owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS held an indirect interest in the Shares by virtue of their ownership of TDI.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

The MuniFund Preferred Shares were owned directly by TDI. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDI and TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. The Toronto-Dominion Bank is the sole owner of TD GUS.

On October 6, 2020, The Charles Schwab Corporation, a Delaware corporation ("Buyer") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, dated as of November 24, 2019 (as may be amended from time to time, the "Merger Agreement"), by and among the Buyer, the Issuer, and Americano Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of the Buyer ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of the Buyer (the "Merger").

As a result of the Merger, each share of Issuer common stock issued and outstanding immediately prior to the effective time of the Merger (other than certain shares of Issuer common stock as set forth in the Merger Agreement) was converted into the right to receive Buyer common stock or Buyer nonvoting common stock in accordance with the Merger Agreement.

The shares of Issuer common stock were owned directly by TD LIH, which is a wholly-owned subsidiary of TD Group US Holdings LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of The Toronto-Dominion Bank, a Canadian chartered bank.