Maple Group Acquisition Corporation et al. -- s. 144

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (Act)

AND

IN THE MATTER OF

MAPLE GROUP ACQUISITION CORPORATION

AND

TMX GROUP INC.

AND

TSX INC.

AND

ALPHA TRADING SYSTEMS LIMITED PARTNERSHIP

ALPHA TRADING SYSTEMS INC.

ALPHA MARKET SERVICES INC.

AND

ALPHA EXCHANGE INC.

AND

IN THE MATTER OF

TD SECURITIES INC.

AND

1802146 ONTARIO LIMITED

ORDER

(Section 144 of the Act)

WHEREAS the Ontario Securities Commission (Commission) issued an order dated July 4, 2012, recognizing each of Maple Group Acquisition Corporation (Maple), TMX Group Inc. (TMX Group), TSX Inc. (TSX), Alpha Trading Systems Limited Partnership (Alpha LP) and Alpha Exchange Inc. (Alpha Exchange) as an exchange pursuant to section 21 of the Act (the Exchange Recognition Order);

AND WHEREAS at the time of granting the Exchange Recognition Order, TD Securities Inc. (TDSI) was an investor in Maple and is included in the definition of "original Maple shareholder" in subsection 1(a) of Schedule 2 to the Exchange Recognition Order;

AND WHEREAS TDSI wishes to transfer those shares of TMX Group Limited (formerly, Maple) acquired by it in connection with the takeover bid and subsequent arrangement of TMX Group to 1802146 Ontario Limited, an affiliate of TDSI;

AND WHEREAS TDSI has applied to the Commission (the Application) for an order amending the Exchange Recognition Order to include 1802146 Ontario Limited in the definition of "original Maple shareholder" in the Exchange Recognition Order;

AND WHEREAS 1802146 Ontario Limited agrees to be bound by the applicable terms and conditions of the Exchange Recognition Order and TDSI agrees to continue to be bound by the applicable terms and conditions of the Exchange Recognition Order;

AND WHEREAS based on the Application and the representations that TDSI has made to the Commission, the Commission has determined that it is not prejudicial to the public interest to amend the Exchange Recognition Order pursuant to section 144 of the Act;

IT IS ORDERED that:

(a) pursuant to section 144 of the Act, the definition of "original Maple shareholder" in subsection 1(a) of Schedule 2 to the Exchange Recognition Order is deleted and replaced with the following:

"original Maple shareholder" means each of the AIMCo, Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board, CIBC World Markets Inc., Desjardins Financial Corporation, Dundee Capital Markets Inc., Fonds de solidarité des travailleurs du Québec (F.T.Q.), The Manufacturers Life Insurance Company, National Bank Financial & Co. Inc., National Bank Financial Inc., Ontario Teachers' Pension Plan Board, Scotia Capital Inc., TD Securities Inc. and 1802146 Ontario Limited;

DATED this 7^th day of December, 2012.