Plaintiffs' Appendix

Return Date: No return date scheduled Hearing Date: No hearing scheduled Courtroom Number: No hearing scheduled Location: No hearing scheduled FILED 12/16/2019 4:01 PM DOROTHY BROWN CIRCUIT CLERK COOK COUNTY, IL 2014ch00829

7750447 FILED DATE: 12/16/2019 4:01 PM 2014ch00829

Plaintiffs’ Appendix

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION

SHELDON LANGER, RONALD M. ) No. 2014-CH-00829 YERMACK, LANCE R. GOLDBERG, ) ROBERT PROSI and GERALD PETROW, ) individually on behalf of themselves and all ) others similarly situated, ) ) Calendar 6 Plaintiffs, ) ) v. ) ) Hon. Celia G. Gamrath, Presiding CME GROUP, INC., a Delaware Corporation; ) THE BOARD OF TRADE OF THE CITY OF ) FILED DATE: 12/16/2019 4:01 PM 2014ch00829 CHICAGO, INC., a Delaware Corporation, ) ) Defendants.

AFFIDAVIT OF NICHOLAS C. CARULLO IN SUPPORT OF PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION, FOR APPOINTMENT OF CLASS REPRESENTATIVES, AND FOR APPOINTMENT OF SUSMAN GODFREY LLP AS CLASS COUNSEL

I, Nicholas C. Carullo, having the requisite personal knowledge, certify under the

requirements of Section 1-109 of the Illinois Code of Civil Procedure as follows:

1. I submit this Affidavit in support of Plaintiffs’ Motion for Class Certification, for

Appointment of Class Representatives, and for Appointment of Susman Godfrey LLP as Class

Counsel.

2. I am an attorney at the law firm of Susman Godfrey LLP, counsel to Plaintiffs in

the above-captioned action.

3. Attached as Exhibit 1 is an expert declaration of Jonathan I. Arnold, Ph.D., at 1.

4. Attached as Exhibit 2 is a true and correct copy of transcript excerpts of the

deposition testimony of Robert Krewer, designated as a corporate representative of Defendant

CME Group, Inc. and taken on September 23, 2019, at 46.

5. Attached as Exhibit 3 is a true and correct copy of video excerpts of the

deposition testimony of Robert Krewer, designated as a corporate representative of Defendant

CME Group, Inc. and taken on September 23, 2019, at 56.

6. Attached as Exhibit 4 is a true and correct copy of transcript excerpts of the

deposition testimony of James Oliff, taken on November 11, 2016, at 58.

7. Attached as Exhibit 5 is a true and correct copy of video excerpts of the

deposition testimony of James Oliff, taken on November 11, 2016, at 69.

8. Attached as Exhibit 6 is a true and correct copy of transcript excerpts of the FILED DATE: 12/16/2019 4:01 PM 2014ch00829

deposition testimony of James McNulty, taken on November 3, 2016, at 71.

9. Attached as Exhibit 7 is a true and correct copy of video excerpts of the

deposition testimony of James McNulty, taken on November 3, 2016, 83.

10. Attached as Exhibit 8 is a true and correct copy of transcript excerpts of the

deposition testimony of Terrence Duffy, taken on April 25, 2019, at 85.

11. Attached as Exhibit 9 is a true and correct copy of video excerpts of the

deposition testimony of Terrence Duffy, taken on April 25, 2019, at 100.

12. Attached as Exhibit 10 is a true and correct copy of transcript excerpts of the

deposition testimony of Phupinder Gill, taken on July 19, 2019, at 102.

13. Attached as Exhibit 11 is a true and correct copy of video excerpts of the

deposition testimony of Phupinder Gill, taken on July 19, 2019, at 114.

14. Attached as Exhibit 12 is a true and correct copy of transcript excerpts of the

deposition testimony of Craig Donohue, taken on May 9, 2019, at 116.

15. Attached as Exhibit 13 is a true and correct copy of video excerpts of the

deposition testimony of Craig Donohue, taken on May 9, 2019, at 140.

16. Attached as Exhibit 14 is a true and correct copy of transcript excerpts of the

deposition testimony of William Shepard, taken on September 20, 2018, at 142.

17. Attached as Exhibit 15 is a true and correct copy of video excerpts of the

deposition testimony of William Shepard, taken on September 20, 2018, at 151.

18. Attached as Exhibit 16 is a true and correct copy of transcript excerpts of the

deposition testimony of Jason Weller, taken on September 9, 2019, at 153.

19. Attached as Exhibit 17 is a true and correct copy of video excerpts of the

deposition testimony of Jason Weller, taken on September 9, 2019, at 157. FILED DATE: 12/16/2019 4:01 PM 2014ch00829

20. Attached as Exhibit 18 is a true and correct copy of transcript excerpts of the

deposition testimony of Craig Mohan, designated as a corporate representative of CME Group,

Inc. and taken on October 15, 2018, at 159.

21. Attached as Exhibit 19 is a true and correct copy of video excerpts of the

deposition testimony of Craig Mohan, designated as a corporate representative of CME Group,

Inc. and taken on October 15, 2018, at 163.

22. Attached as Exhibit 20 is a true and correct copy of transcript excerpts of the

deposition testimony of Bryan Durkin, taken on August 22, 2019, at 165.

23. Attached as Exhibit 21 is a true and correct copy of video excerpts of the

deposition testimony of Bryan Durkin, taken on August 22, 2019, at 176.

24. Attached as Exhibit 22 is a true and correct copy of transcript excerpts of the

deposition testimony of Debra Kokal, designated as a corporate representative of CME Group,

Inc. and taken on October 24, 2019, at 178.

25. Attached as Exhibit 23 is a true and correct copy of video excerpts of the

deposition testimony of Debra Kokal, designated as a corporate representative of CME Group,

Inc. and taken on October 24, 2019, at 186.

26. Attached as Exhibit 24 is a true and correct copy of a transcript excerpt of

October 2, 2017 proceedings held in this action, at 188.

27. Attached as Exhibit 25 is a true and correct copy of the Third Amended and

Restated Certificate of Incorporation of CME Group, Inc, at 192.

28. Attached as Exhibit 26 is a true and correct copy of the Amended and Restated FILED DATE: 12/16/2019 4:01 PM 2014ch00829

Certificate of Incorporation of Board of Trade of the City of Chicago, Inc, at 205.

29. Attached as Exhibit 27, at 217, is a true and correct copy of a webpage maintained

by CME Group, Inc. and available at

https://www.cmegroup.com/company/membership/membership-and-lease-pricing.html.

30. Attached as Exhibit 28 is a true and correct copy of the documents Bates stamped

CME-LANGER-0447098, produced by Defendant CME Group, Inc. in this action, at 224.

31. Attached as Exhibit 29 is a true and correct copy of the documents Bates stamped

CME-LANGER-0399106, produced by Defendant CME Group, Inc. in this action, at 226.

32. Attached as Exhibit 30 a true and correct copy of the documents Bates stamped

CME-LANGER-1864594, produced by Defendant CME Group, Inc. in this action, at 228.

33. Exhibit 31 is a true and correct copy of the documents Bates stamped CME-

LANGER-1864595, produced by Defendant CME Group, Inc. in this action, at 230.

34. Attached as Exhibit 32 is a true and correct copy of the documents Bates stamped

CME-LANGER-0081550, produced by Defendant CME Group, Inc. in this action, at 232.

35. Attached as Exhibit 33 is a true and correct copy of a November 7, 2000 fax sent

by the Internal Revenue Service to Craig Donohue regarding the federal income tax

consequences of CME Group, Inc.’s proposed demutualization, at 241.

36. Attached as Exhibit 34 is a true and correct copy of the documents Bates stamped

CME-LANGER-0576302, produced by Defendant CME Group, Inc. in this action, at 257.

37. Attached as Exhibit 35 is a true and correct copy of the documents Bates stamped

CME-LANGER-1444298, produced by Defendant CME Group, Inc. in this action, at 262.

38. Attached as Exhibit 36 is a true and correct copy of the documents Bates stamped FILED DATE: 12/16/2019 4:01 PM 2014ch00829

CME-LANGER-1444540, produced by Defendant CME Group, Inc. in this action, 275.

39. Attached as Exhibit 37 is a true and correct copy of Deposition Exhibit 120,

introduced at the October 15, 2018 deposition of Craig Mohan, at 279.

40. Attached as Exhibit 38 is a true and correct copy of the documents Bates stamped

CME-LANGER-0733426, produced by Defendant CME Group, Inc. in this action, at 285.

41. Attached as Exhibit 39 is a true and correct copy of the documents Bates stamped

CME-LANGER-0415335, produced by Defendant CME Group, Inc. in this action, at 317.

42. Attached as Exhibit 40 is a true and correct copy of the documents Bates stamped

CME-LANGER-0896329, produced by Defendant CME Group, Inc. in this action, at 350.

43. Attached as Exhibit 41 is a true and correct copy of the documents Bates stamped

CME-LANGER-0896330, produced by Defendant CME Group, Inc. in this action, at 352.

44. Attached as Exhibit 42 is a true and correct copy of the documents Bates stamped

CME-LANGER0749744 and its parent email, both produced by Defendant CME Group, Inc. in

this action, at 356.

45. Attached as Exhibit 43 is a true and correct copy of the documents Bates stamped

CME-LANGER-0415302, produced by Defendant CME Group, Inc. in this action, at 388.

46. Attached as Exhibit 44 is a true and correct copy of the documents Bates stamped

CME-LANGER-0415303, produced by Defendant CME Group, Inc. in this action, at 390.

47. Attached as Exhibit 45 is a true and correct copy of the documents Bates stamped

CME-LANGER-0759513, produced by Defendant CME Group, Inc. in this action, at 423.

48. Attached as Exhibit 46 is a true and correct copy of the Court’s March 16, 2018

Order Granting in Part Defendants’ Motion to Dismiss, at 429. FILED DATE: 12/16/2019 4:01 PM 2014ch00829

49. Attached as Exhibit 47 is an Affidavit of Stephen E. Morrissey, at 447.

50. Attached as Exhibit 48 is an Affidavit of Suyash Agrawal, at 453.

51. Attached as Exhibit 49 is an Affidavit of Neal Weinfeld, at 456.

Under penalties provided by law pursuant to Section 1-109 of the Illinois Code of Civil

Procedure, the undersigned certifies that the statements set forth in this Affidavit are true and

correct, except as to matters herein stated to be on information and belief and as to such matters

the undersigned certifies as aforesaid that I verily believe the same to be true.

Executed at New York, NY, this 21st day of November 2019.

Dated: November 21, 2019

By: /s/ Nicholas C. Carullo______Nicholas C. Carullo

EXHIBIT 1 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 2

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION

______) SHELDON LANGER, ) No. 2014-CH-00829 RONALD M. YERMACK, ) LANCE R. GOLDBERG, ) ROBERT PROSI and GERALD PETROW ) Calendar 6 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 individually on behalf of themselves ) and all others similarly situated, ) Hon Celia G. Gamrath, Plaintiffs, ) Presiding ) v. ) ) CME GROUP, INC., a Delaware Corporation; ) THE BOARD OF TRADE OF THE CITY OF ) CHICAGO, INC., a Delaware Corporation, ) Defendants. ) ______)

EXPERT DECLARATION OF

JONATHAN I. ARNOLD, Ph.D.

November 21, 2019

TABLE OF CONTENTS

I. Qualifications ...... 3

II. Assignment and Summary of Opinions ...... 3

III. Selected Background Facts ...... 5

IV. Plaintiffs’ Allegations ...... 13

V. Common and Reliable Methodologies Exist to Calculate Damages on a Class-

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Wide Basis ...... 16

VI. Conclusion ...... 26

Appendix A – Curriculum Vitae ...... A1

Appendix B – Materials Relied Upon ...... B1

I. Qualifications

1. My name is Jonathan Arnold. I am an economist at Chicago Economics Corp. I am also a Senior Consultant to Compass Lexecon, an economics, finance, and strategy consulting firm. I specialize in the application of economics to legal and regulatory disputes. Prior to my current position, I held the position of Chief Economist at the New York State Office of the Attorney General (the “OAG”). In this role, I served as senior policymaker on economics questions for the Attorney General -- covering Economic Justice, Criminal Justice, and Social Justice -- as well as (i) overseeing

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 economic analyses of key matters, (ii) retaining and supervising outside expert witnesses, and (iii) integrating economic analysis with legal analysis at the OAG. I have also taught economics at a number of schools, including The University of Chicago (in both the Booth School of Business and the Department of Economics). 2. I earned a Ph.D. in Economics and M.B.A. from the University of Chicago’s Booth School of Business and a B.A. from the University of Chicago. In addition, I am a Certified Public Accountant, registered in Illinois. 3. During my professional career, I have conducted economic analyses on a variety of valuation, economics, and accounting topics and offered expert testimony in the form of live testimony in numerous court and arbitration proceedings, depositions, expert reports, and affidavits. In my work, I regularly analyze questions relating to valuation and the calculation of damages. My curriculum vitae, attached as Appendix A, summarizes my qualifications and contains information relating to my previous employment, affiliations, testimony, and publications.

II. Assignment and Summary of Opinions

4. This report arises out of claims by the plaintiffs (“Plaintiffs”) against the Chicago Mercantile Exchange Group, Inc. (“CME”) and the Chicago Board of Trade (“CBOT”) for breach of contract and breach of the implied covenant of good faith and

fair dealing.1 Plaintiffs are holders of certain of “3,138 potentially eligible CME Class B shares” and “3,681 authorized CBOT memberships.”2 I refer to these as “CME Class B members” and “CBOT Class B members,” respectively. In this report, I sometimes refer to all Plaintiffs as “Class B members.”3 5. Counsel for the Plaintiffs has asked me to express my opinion whether damages sustained by Plaintiffs arising from the misconduct of the Defendants, as alleged, can be measured on a class-wide basis using a reliable methodology common to the Plaintiffs. In forming my opinions, I reviewed and considered the materials produced in this litigation to date as well as publicly available information. The

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 materials I relied upon in forming my opinions are listed in Appendix B. 6. I understand that, while most of the document production was completed recently, there may be additional productions of documents and data in the future. Consequently, my opinions on the appropriate methodologies for assessing damages on a class-wide basis are likely to be revised, refined and supplemented as discovery proceeds and as I have the opportunity to consider additional information. For purposes of class certification, I understand that the relevant issue is whether there is likely to be at least one reliable, class-wide methodology for measuring damages in this case. 7. Based on my review of the claims in this case, my analyses, and my skill, knowledge, education, expertise and training, I have concluded that there exist

1 Fourth Amended Class Action Complaint, dated November 15, 2019 (“Complaint”), at 1. CME and CBOT are collectively referred to as CME Group (“CMEG”) or Defendants.. I understand that the Class excludes trading firms and CME-affiliated owners of Class B shares whose interests are not aligned with those of the Class, clearing firm members and corporate member trading firms governed by exchange Rules 106.J, 106.H, 106.R, and 106.S, and Class B memberships owned by current officers, employees, or directors of CME (except the directors elected by Class B members). Id. at 28-33. 2 Complaint, ¶¶ 31-32. 3 The phrase “Class B members” also appears in excerpts taken from documents produced in discovery, whether in referring to members of either exchange or both.

common and reliable methodologies to measure damages on a class-wide basis. I hold this opinion to a reasonable degree of certainty. 8. The balance of this report is organized as follows: Section III outlines selected background facts about this case that help inform my analysis; Section IV describes Plaintiffs’ allegations; Section V discusses that class-wide damages can be calculated based on common and reliable methodologies.

III. Selected Background Facts

9. Class B shares confer valuable rights and can be held for trading, leased FILED DATE: 12/16/2019 4:01 PM 2014ch00829 out, or bought and sold through the CME.4 In subsection A, next, I discuss the rights possessed by the CME Class B shares; in subsection B I discuss the rights possessed by owners of CBOT Class B shares; in subsection C I discuss CMEG’s co-location trading facility at the Aurora Data Center (“ADC”).

A. CME Class B Shares

10. For many years, the CME was a mutual association owned by its members.5 At that time, CME had four types of membership interests, each holding the permit to trade a specific set of products on one of the four divisions of the CME Exchange, namely, Chicago Mercantile Exchange (“CME”) Division, International

4 See CME Rulebook, “Chapter 1: Membership,” at Section 103.A, 104, 106.D.12 and 121 & CBOT Rulebook, “Chapter 1: Membership,” at Section 103.A, 104, 106.D.12 and 121. See also CME websites, https://www.cmegroup.com/company/membership/individual/cme.html#pricing & https://www.cmegroup.com/company/membership/individual/cbot.html#pricing, accessed on November 5, 2019. 5 “On November 13, 2000, [CME] succeeded to the business, assets and liabilities of Chicago Mercantile Exchange, an Illinois not-for-profit membership corporation (Old CME) that traces its origins to 1898.” Chicago Mercantile Exchange Inc. 2000 Form 10-K at 2.

Monetary Market (“IMM”) Division, Index and Option Market (“IOM”) Division and Growth and Emerging Markets (“GEM”) Division.6 11. In 2000, the CME demutualized and became a shareholder-owned corporation.7 Upon demutualization, each member of each division was issued one Class B share with the same trading privileges that existed prior to the demutualization and shares of Class A common stock.8 12. Also, as part of the demutualization, CME agreed to preserve the following rights – called “Core Rights” by CME – of CME Class B shareholders.9 According to the CME Charter, “’Core Rights’ shall mean: FILED DATE: 12/16/2019 4:01 PM 2014ch00829

6 CME Amendment No. 5 to Form S-4, dated April 25, 2000 (“CME Demutualization Prospectus”) at 1. “CME Division. The Chicago Mercantile Exchange division membership entitles the holder to execute trades in all futures and options contracts listed on the Exchange. There are 625 CME division memberships. IMM Division. The International Monetary Market ("IMM") division membership entitles the holder to execute trades in all currency and interest rate futures and options contracts, as well as the contracts assigned to the IOM and GEM divisions (defined below). There are 813 IMM division memberships. IOM Division. Membership in the Index and Option Market ("IOM") division entitles the holder to execute trades in all stock index futures contracts, random length lumber futures contracts, all options contracts, and all contracts assigned to the GEM division. There are 1,287 IOM division memberships. GEM Division. The Growth and Emerging Markets ("GEM") division membership entitles holders to execute trades in all growth and emerging market currency, stock index and interest rate products that are assigned to that division by the Board... GEM fractions may be sold and combined to create, together with the 50 full memberships that were sold to third parties, a total of 467 full memberships.” Id. at 70. 7 “Founded in 1898 as a not-for-profit corporation, in November 2000 we became the first U.S. financial exchange to demutualize and become a shareholder-owned corporation.” CME Holdings Amendment No 1 to Form S-4, dated October 1, 2001 (“CME Holdings Restructuring Prospectus”) at 84. 8 “Each series of CME Class B common stock was issued in conjunction with a membership in a specific division of the exchange.” Id. at 50. The “principal purpose of the Class B shares is to confer the trading privileges associated with the membership interests in Existing CME.” CME Demutualization Prospectus at 23. The number of shares of Class A common stock that the Class B shareholders received depended on its membership level. Id. at 20. 9 Amended and Restated Certificate of Incorporation of Chicago Mercantile Exchange Holdings, eff. December 3, 2001 (“CME Charter”), Division B, Subdivision 1, §1. In addition 6

 [Core Right 1:] the divisional product allocation rules applicable to each membership class as set forth in the rules of the Exchange.  [Core Right 2:] the trading floor access rights and privileges granted to members of the Exchange.  [Core Right 3:] the number of authorized and issued shares of any class of Class B Common Stock.  [Core Right 4:] eligibility requirements for any Person to exercise any of the trading rights or privileges of members in the Exchange.”10 13. As CME explained in its demutualization prospectus, the trading floor access rights and privileges under Core Right 2 include the following:11

FILED DATE: 12/16/2019 4:01 PM 2014ch00829  Floor access. A holder of a series of Class B shares who meets New CME’s membership and eligibility criteria will be entitled to appear upon the floor of New CME and to act as a floor broker and/or trader for the contracts assigned to that series.  Electronic trading rights. A holder of a series of Class B shares who meets New CME’s membership and eligibility criteria will have the right to trade electronically through the GLOBEX2 system. This right is restricted, when accessing GLOBEX2 terminals from the trading floors, to trading only contracts assigned to that series. Otherwise, the holder may trade any product listed on the GLOBEX2 system.  Clearing fees. New CME will continue to differentiate fees on cleared trades based on the trader for whom the trades are being cleared. In recognition of the importance of the liquidity provided by holders of Class B shares, New CME will continue to charge a lower clearing fee on exchange products for trades made for their own accounts by a holder of a Class B share or by a lessee of the trading privileges of a Class B share. New CME will not charge a higher clearing fee for any trade executed in the open outcry environment than charged for the execution of the same trade in another trading environment. New CME’s

to the Core Rights, the CME Class B shareholders also have other rights. For example, the CME Charter provides CME Class B shareholders with the right to elect board members to the CME board and the right to maintain floor trading. Id. Subdivision 2, §1(a) and §3. 10 CME Charter, Division B, Subdivision 1, §1. 11 CME Demutualization Prospectus at 35.

management may lower clearing fees or provide other incentives with respect to trades of other persons, including persons considered to be especially important as providers of market liquidity. 14. I understand that, in conferring the Core Rights on Class B owners, CME also agreed to provide members with the ability to block changes, amendments, or modifications to those Core Rights. In particular, CME Class B shareholders “have the ability to preserve their rights to trade on [CME’s] exchanges by means of special approval rights over changes to the operation of [CME’s] business, including with respect to [CME’s] ability to move from open outcry trade execution to electronic

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 trading” and that “these provisions include a grant to the holders of [CME’s] Class B common stock of the right to approve any changes to the trading floor rights, access rights and privileges that a member has.”12 I also understand that such rights are incorporated in the CME charter, which states that “any change, amendment or modification of the Core Rights … shall be submitted to the Class B shareholders for their consideration and approval.”13 In addition, the CME explained to its common stock shareholders that “share ownership of Class B shareholders in combination with their board representation rights and charter provision protections could be used to block [CME’s] board and management from changing or developing [its] business in order to compete more effectively and to enhance shareholder value, including the value of our Class A common stock.”14

12 CME Holdings Restructuring Prospectus at 18. 13 CME Charter, Subdivision 2, §1(b). 14 CME Holdings Restructuring Prospectus at 18.

B. CBOT Class B Shares

15. Like CME, CBOT was also owned by its members until its demutualization in 2005.15 Upon demutualization, CBOT members became holders of CBOT Class B memberships.16 There are five series of CBOT Class B memberships and, similar to the different series of CME Class B shares, each series of CBOT Class B membership permits the owner to trade a specific set of products.17 16. Like CME Class B shareholders, CBOT Class B members have certain rights, i.e., Trading Rights and Special Voting Rights (which I will also refer to as Core Rights hereafter), associated with their Class B shares, including: FILED DATE: 12/16/2019 4:01 PM 2014ch00829

15 CBOT Amendment No. 13 to Form S-4, dated February 14, 2005 (“CBOT Demutualization Prospectus”) at 127 (“We are currently owned by our members. For this reason, our organization is sometimes referred to as a “mutual” organization.”). 16 Id. at cover. 17 “Series B-1 Members. Series B-1 members of the CBOT subsidiary will generally be entitled to execute trades in all futures and options contracts listed on the exchange operated by the CBOT subsidiary. These trading rights and privileges correspond to the trading rights and privileges of Full Members of the CBOT. Series B-2 Members. Series B-2 members of the CBOT subsidiary will generally be entitled to execute trades in all futures and options contracts listed in the CBOT subsidiary’s Government Instrument Market, Index, Debt and Energy Market and Commodity Options Market. These trading rights and privileges correspond to the trading rights and privileges of Associate Members of the CBOT. Series B-3 Members. With certain exceptions described in greater detail elsewhere in this document, the Series B-3 members of the CBOT subsidiary will generally be entitled to execute trades in all futures contracts listed in the CBOT subsidiary’s Government Instrument Market. These trading rights and privileges correspond to the trading rights and privileges of GIMs. Series B-4 Members. Series B-4 members of the CBOT subsidiary will generally be entitled to execute trades in all futures contracts listed in the CBOT subsidiary’s Index, Debt and Energy Market. These trading rights and privileges correspond to the trading rights and privileges of IDEMs. Series B-5 Members. Series B-5 members of the CBOT subsidiary will generally be entitled to execute trades in all options contracts listed in the CBOT subsidiary’s Commodity Options Market. These trading rights and privileges correspond to the trading rights and privileges of COMs.” Id. at 168.

 “[T]he allocation of products that a holder of a specific series of Class B membership in the CBOT subsidiary is permitted to trade on the exchange facilities of the CBOT subsidiary, e.g., the elimination of any product from a holder’s trading rights and privileges;”  “[T]he requirement that, subject to certain limited exceptions agreed to by the CBOT and CBOE, holders of Class B memberships in the CBOT subsidiary will be charged transaction fees for trades of the CBOT subsidiary’s products for their accounts that are lower than the transaction fees charged to any participant who is not a holder of a Class B membership for the same products;” and  “[T]he membership and eligibility requirements to become a FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Class B member in the CBOT subsidiary or to exercise the associated trading rights or privileges.”18 Moreover, “Series B-1 and B-2 members of the CBOT subsidiary will have the exclusive right among members to vote on such bylaw amendments adversely affecting core rights as described above.”19 17. The Core Rights of CBOT members are set forth in the CBOT Certificate of Incorporation, stating that a Class B membership represents the “right to trade on and otherwise utilize the facilities of [CBOT],” and that the holders of Class B memberships are “entitled to all trading rights and privileges…on the open outcry exchange system [of CBOT] or any electronic trading system maintained by the Corporation or any of its successors or successors-in-interest.”20 I understand that the Core Rights would be preserved following any merger or reorganization of the company, and further that any change to the company’s rules or by-laws that adversely affected these rights could not be made without any affirmative vote by the CBOT Class B members.21

18 Id. at 169-170. 19 Id., at 170. 20 Amended and Restated Certificate of Incorporation of CBOT (the “CBOT Charter”), §§ IV.B.2(a) & IV.D.1(f). , undated, https://www.cmegroup.com/rulebook/files/CBOT- Certificate-of-Incorporation.pdf, accessed November 5, 2019. 21 CBOT Charter, Section IV.D.2. See also CBOT Charter, Section IX. (“Any amendment of, or modification or repeal of any provision contained in, Section B(2), Section C, Section D, 10

18. In 2007, CME acquired CBOT preserving the Core Rights of CBOT’s Class B members.22

C. CMEG’s Co-Location Trading Facility at the Aurora Data Center

19. CMEG’s board authorized the development of a new “exchange co- location facility” at the Aurora Data Center (“ADC”) in November 2009, announced its plans for the co-location business at the ADC in 2010, and the new co-location facility was launched in January 2012.23 According to CMEG, the ADC “houses [its] trading match engines for all products traded on the CME Globex platform” and “provides the

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 lowest latency connection for our customers.”24 Moreover, the ADC is “made available to all customers on equal terms” and customers are charged the same amount for

Section E or Section F of Article IV or this sentence of this Article IX or, during the Transition Period, Article VI of this Certificate of Incorporation (subject to the last sentence of Section D(2)(a) of Article IV, by merger or otherwise) shall require, first, the approval of the Board of Directors of the Corporation and, second, the approval of a majority of the votes cast by the Series B-1 Members and Series B-2 Members, voting together as a single class in accordance with Section C of Article IV.”) 22 CME Group 2007 Form 10-K, at 3 (“Effective July 12, 2007, CBOT Holdings, Inc. merged with and into Chicago Mercantile Exchange Holdings Inc.“). CME and CBOT Combined Joint Proxy Statement and Prospectus, dated July 6, 2007 at -S-40, 46: the acquisition of CBOT by CME did “not amend the ‘core rights’ of the Class B members.” 23 “Exchange Co-location Proposal BOD Review,” CME-LANGER-0621644 & “2010 CME Group Proposed Budget,” dated November 23, 2009, CME-LANGER-0311253; CME Group 2010 Form 10-K at 8 (“In 2010, we also announced service offerings for co-location to be available at our new data center facility, which houses our trading match engines for all products traded on the CME Globex platform. The service will launch in early 2012 and will provide the lowest latency connection for our customers. The offering is made available to all customers on equal terms.”). CME Press Release, “CME Co-Location Services to Launch January 29,” October 10, 2011, https://www.cmegroup.com/media-room/press- releases/2011/10/10/cme_co-location_servicestolaunchjanuary29.html, accessed on November 5, 2019. At the time the Board authorized the development of the ADC in November 2009, CME estimated that the net present value of the income stream generated by the ADC, excluding any additional income from increase in trading fees resulting from the ADC, to be approximately . CME, “2010 CME Group Proposed Budget,” dated November 23, 2009 at 88, CME-LANGER-0311340. 24 CMEG 2011 Form 10-K at 7.

Confidential Information - Redaction Pursuant to Court Order (12/9/2019) 13

hosting services and connectivity fees regardless whether they are a Class B member or not.25 Additionally, CMEG allows service providers to pay for the right to access the ADC to provide “proximity services” to traders outside the facility who pay fees to obtain high-speed access to the trading facility and to market data provided by CMEG.26 CMEG collects approximately $50 million in co-location fees each year and also collects all of the transaction and market data fees generated from the substantial increases in trading volume that the ADC facilitated.27, 28 20. In 2016, CMEG sold the ADC to Cyrus One for $130 million.29 As part of that transaction, CMEG retained the rights in its existing co-location facility under a 15-

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 year lease.30 Cyrus One, in turn, worked with CMEG to develop additional proximity services offerings in 425,000 square feet of space adjacent to the buildings hosting CMEG’s match engine and co-location floor.31

25 CME-LANGER-0318317-0318356 at 0318335 and 0318342. 26 Holzrichter Dep. Tr. 64:20- 67:19. 27 Id. 70:2-70:5; CME Group, “CoLocation Business Plan,” May 15, 2010 at 2, CME-LANGER- 0249327 (“Currently, approximately r of all CMEG electronic trading volume is originating from our LNet facility at Cermak (ADC).”); CME Group, “Overview of Electronic Trading at CME Group,” March 21, 2012 at 19, CME-LANGER-1378815 (“r of Globex daily volume executed via Co-Lo”); CME Group, “CME Co-Location Services, Business Update,” August 13, 2012, at 5, CME-LANGER-0283439 (showing increase in average volume via co-location during January 2012 to July 2012 from r to ). 28 In an article discussing co-location, the author notes that “[d]ata centers are becoming the trading floors of the 21st century.” MarketsMedia, “Can We Get Closer: What’s Next in Co- Location,” June 22, 2012, https://www.marketsmedia.com/closer-whats-co-location/ accessed November 5, 2019. 29 Data Center Dynamics, “Chicago Mercantile Exchange sells data center to CyrusOne,” March 16, 2016, https://www.datacenterdynamics.com/news/chicago-mercantile- exchange-sells-data-center-to-cyrusone/, accessed November 5, 2019. 30 Id. 31 https://cyrusone.com/press-release/cyrusone-expands-chicago-presence-begins- construction-second-data-center-aurora-campus-meet-customer-demand/ and https://cyrusone.com/wp-content/uploads/2018/02/CyrusOne_Scalable-Platform-for- Financial-Service-Companies-4Q16-2.pdf, accessed November 5, 2019.

Confidential Information - Redaction Pursuant to Court Order (12/9/2019) 14

IV. Plaintiffs’ Allegations

21. Plaintiffs allege that the “CME Charter and the CBOT Charter are contracts between CME and CBOT, on the one hand, the Class B Plaintiffs, on the other hand” and that CMEG breached its contract with the CME Class B members and CBOT Class B members.32 Specifically, Plaintiffs allege that CME and CBOT breached members’ Core Rights by not obtaining the required member approval before (i) opening a new trading floor at the ADC that members are not allowed to access and trade from as part of their membership rights and privileges, and for which none of the benefits of that new trading floor are shared with CME and CBOT members (“Trading FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Floor Claim”); and (ii) modifying their fee policies to substantially eliminate the benefits of CME and CBOT members’ rights to preferential fees (“Preferential Fee Claim”).33 22. Plaintiffs claim that “[d]ue to the CME’s breaches of its contractual obligations to its Class B members, certain CME fees and revenues that should be inuring to the benefit of Class B members are bypassing Class B members and instead increasing the CME’s overall profits—thus increasing the value of Class A shares while decreasing the value of the Class B shares.”34 As a result of such breaches, Plaintiffs claim that they “have suffered substantial damages…as a result of the diminished value of their memberships, the loss of lease revenues that they otherwise would have earned and would continue to earn absent the breaches of contract.”35 23. Plaintiffs allege that CME made these changes without Plaintiffs’ required consent to enhance the value of its Class A common stock at the detriment of the value of the value of Class B shares.36 Between 2009 to 2012, when I understand Plaintiffs allege that the breaches began, and the end of September 2019, the price of Class A

32 Complaint, ¶¶ 113, 115-121. 33 Id. ¶¶ 117-118 & 121. 34 Id. ¶ 101. 35 Id. ¶ 123. 36 See e.g., id. ¶ -91.

common stock has increased dramatically whereas the price of Class B shares generally declined. See Exhibits 1-9. 24. Plaintiffs’ Trading Floor Claim and Preferential Fee Claim are discussed in further detail below:

A. Trading Floor Claim

25. Plaintiffs claim that the co-location facility at the ADC is a trading floor.37 In particular, Plaintiffs allege that the ADC co-location facility now serves the function that was previously served by CMEG’s historical trading floors, i.e., the ADC is the

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 principal trading facility for CMEG’s exchanges, with the substantial majority of trades executed through that facility, and trading firms with co-location at the ADC have the best and most proximate access to market information and trade execution.38 26. Plaintiffs allege that the Core Rights conferred upon them “the exclusive rights and privileges of members to trade from any trading floor” and “the right of members to the best and most proximate access to Globex.”39 Plaintiffs further allege that CMEG “breached its obligations to provide CME and CBOT members and their lessees with exclusive access to trade from trading floors as a right and privilege of membership, and [CMEG] discontinued its longstanding practice of providing Class Plaintiffs with the best access to Globex for free and as part of their membership privileges.”40 27. Plaintiffs allege that CMEG breached Class B members’ Core Rights by, without the required member approval, (i) “[a]llowing non-members to trade CME products with closest proximity and access to Globex from the ADC trading floor,” (ii)

37 Holzrichter Dep. Tr: 115:3-118:19. By definition, trading floors provide access to where “price discovery [is] happening” (i.e., “where the majority of the liquidity is being done” and “is the most accurate depiction of where the market is trading”). 38 Complaint, ¶¶ 87 & 90. 39 Id. ¶ 4. 40 Id. ¶ 8.

“[r]equiring Class B members to pay ‘co-location’ or other access-related fees to obtain the best proximity and access to Globex, and to trade from the ADC,” and (iii) “[c]ollecting ‘co-location’ and other access-related fees from market participants that trade from the ADC and other facilities that provide preferred access to Globex without paying them to or sharing them with members pursuant to a revenue-sharing plan approved by members.”41

B. Preferential Fee Claim

28. Plaintiffs allege that Class B members are entitled to preferential trading

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 fees, i.e., trading fees that are lower than those for non-Class B members, and that any amendment, modification or change to the member fee preferences requires member approval.42 Plaintiffs allege that their rights to preferential fees have historically been a key component of the value underlying a CME or CBOT Class B share.43 Plaintiffs allege that, without obtaining the required approval, CME violated Plaintiffs’ Core Rights by initiating rule changes and fee and incentive programs that provide advantages to traders associated with high-volume trading firms that were implemented beginning in 2009.44 Plaintiffs also allege that CMEG violated Plaintiffs’ Core Rights by “[a]llowing non-members, and individuals affiliated with certain

41 Id. ¶¶117 & 121. See also Plaintiffs’ Supplemental Responses and Objection To Defendant’s Second Set of Interrogatories Directed to Plaintiffs Sheldon Langer, Ronald M. Yermack, Lance R. Goldberg, dated March 27, 2019, Supplemental Response to Interrogatory at 11-14, 17-19 & 20-22. Like non-Class B members, Plaintiffs were required to pay monthly fees of $8,000 to $12,000 to CMEG for accessing and trading from the ADC. 42 Complaint, ¶¶ 55 & 56. 43 Id. ¶ 135. 44 Id. ¶ -99. CME Group, “Harmonization and enhancement of our fee structures, September 4, 2008 Confidential”, at 2, CME-LANGER-0412726-0412771 at 0412727 (“The Executive Committee approved all the enclosed recommendations on August 28, 2008.”) and at 5, CME- LANGER-0412730 (“Tier by total volume across firm”; “Do not differentiate based on executor membership status.”) See also CME Group, “Harmonization and enhancement of our fee structures plus International Incentive program overview, January 5th, 2009”, at CME- LANGER-0505561-0505605 at 0505563.

members to trade at member rates” without owning or leasing additional memberships and “[p]roviding certain customers with special discounts and rebates that enable them to trade on terms that are substantially preferential to the rates available to members generally.”45 The challenged changes to member fee preferences also include the elimination of daily fee caps for members who traded E-mini S&P futures electronically and for CBOT members trading from the floor, and what plaintiffs contend was a fundamental change from member-based fee preferences to volume-based fee preferences.46

V. Common and Reliable Methodologies Exist to Calculate Damages on a Class- FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Wide Basis

29. I have been asked by counsel to assess whether there exist one or more damages methodologies to calculate damages on a common, reliable, and class-wide basis with respect to the Trading Floor Claim and/or Preferential Fee Claim. In determining the appropriate damages methodology, I have been asked to assume that Plaintiffs are able to prove liability with respect to one or both of their claims. I have not been asked to conduct any damages calculations at this time but rather provide an opinion whether damages can be calculated on a class-wide basis subject to common and reliable methodologies. 30. The overarching damages methodology in a breach of contract case is straight forward: the difference between the value that would have existed in the

45 Complaint, ¶117. CME Group Inc, “Member Meetings, November 2009”, at 22, CME- LANGER-0415303-0415334 at 0415324 (“Generally speaking a member firm or fund can have as many traders they like trading their accounts as long as the trader is an owner or in the employ of a member firm or fund.”) See also Plaintiffs’ Supplemental Responses and Objection To Defendant’s Second Set of Interrogatories Directed to Plaintiffs Sheldon Langer, Ronald M. Yermack, Lance R. Goldberg, dated March 27, 2019 at 18-22. 46 CME Group, “Harmonization and enhancement of our fee structures”, September 4, 2008, at 10, CME-LANGER-0412726-0412771 at 0412735 (“E-mini equities: Adopting volume discount over trader fee caps that will be more flexible to better reflect market conditions and customer demographics, particularly the growth of ATS trading firms”; “Eliminate floor cap for CBOT”).

absence of alleged breach and the value that exists in the presence of the alleged breach. This is a common methodology to assess damages and can be applied class-wide under the facts of this case. Below, I provide two approaches within this framework that may be used to estimate damages on a class-wide basis: (i) a hypothetical negotiation approach, which Plaintiffs would have found to be in their economic interest and demand compensation if CMEG had sought consent for the proposed modifications to the Core Rights rather than adopting them unilaterally, and (ii) a statistical approach, which considers the value plaintiffs’ class B shares likely would have realized had CMEG honored the Core Rights, as alleged by Plaintiffs. These two approaches are not

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 necessarily the only approaches to measure damages in this case. Depending on the claims that Plaintiffs are able to prove, facts obtained through discovery, and data availability, it is possible that other approaches may be used to estimate class-wide damages. Regardless of which approach will ultimately be used in estimating damages, it is my opinion that at least one can be applied on a class-wide basis within the damages framework in this breach of contract case. 31. I explain each approach in turn.

A. Hypothetical Negotiation Approach

32. Plaintiffs allege that they had voting rights that gave them the right to block CMEG from making changes to its business that would enhance the value of its common stock at the expense of Class B members. Such blocking rights are valuable. If, counterfactually, Plaintiffs’ Core Rights had not been breached and Defendants sought Plaintiffs’ consent to implement a change to its business (i.e., a change that would benefit CMEG and its Class A shareholders and adversely impact Class B members’ Core Rights and hence the value of Plaintiffs’ Class B shares), Plaintiffs would have found it in their economic interest to demand compensation from the CME. In particular, Plaintiffs’ consent would have required Defendants, at a minimum, to provide plaintiffs with sufficient information to make an informed decision about the proposed transaction. This would have conveyed information relating to the resulting

re-allocation of revenues and profits between Class A and B shareholders. It is for this reason that I believe that Defendants would have found it in their economic interest to seek sufficient compensation to offset the anticipated reduction in the economic value of Plaintiffs’ Core Rights resulting from the breaches. I understand that Defendants did not seek Plaintiffs’ consent. 33. There was not an actual, historical negotiation over the value of a consent to a change in Plaintiffs’ Core Rights; however, one can identify the factors that reasonable parties to such a negotiation would likely have considered and estimated a likely price range over which the parties would have negotiated. Based on an analysis

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 of those factors, one can (i) make a reasonable estimate of the minimum amount of compensation the Class B shareholders would have required as part of such a negotiation, and (ii) to make a reasonable estimate of the maximum amount of compensation CMEG would have been willing to pay as the result of a negotiation (i.e., here I assume that the CMEG recognized that member approval was required and that it would have found it profitable to pay up to the value the proposed rule changes). This hypothetical negotiation would not result in an actual buyout or any other actual transaction. Rather, the purpose of the analysis is to provide a reasonable estimate of the amount of money that CMEG would have paid, and that class members would have received, if a negotiation had taken place. The effects that such a ruling may have on class members’ prospective rights in their shares and the prospective value of those shares are beyond the scope of this report. 34. It is thus possible to reliably estimate class-wide damages based on (i) the reasonably estimated result of a hypothetical negotiation between the Plaintiffs and Defendants, and (ii) the range of potential outcomes is bounded by two amounts that can be estimated using economic methods. At a minimum, assuming Plaintiffs can establish that CMEG breached the Core Rights, Plaintiffs would not have agreed to give up their Core Rights unless they are compensated by an amount equal to at least the value of the rights they would be giving up. Thus, at a minimum, damages are equal to the value of the expected loss to the Plaintiffs. On the other hand, at a maximum, the

CMEG would be willing to pay an amount up to the profits it expected from its planned business initiatives that could not be completed without breaching Plaintiffs’ Core Rights. 35. CMEG’s expected profits as of the breach date can also be estimated using standard and commonly used financial and statistical/econometric techniques. Moreover, the above methodology can be applied whether Plaintiffs are able to establish liability for the Trading Floor Claim only, Preferential Fee Claim only, or both. 36. To the extent that there was uncertainty about the impact that the breaches would have had on the value of Plaintiffs’ shares, or as to the value that FILED DATE: 12/16/2019 4:01 PM 2014ch00829 CMEG would derive from the breaches, the parties could alternatively have negotiated a form of compensation that ensured that Plaintiffs’ interests were aligned with CMEG’s interests, for instance by converting Plaintiffs’ Class B shares into Class A shares based on the then-current market prices at the time of the hypothetical negotiation, or by allowing Plaintiffs to share in the co-location fees and other revenue streams associated with the claimed breaches, or cash compensation. 37. To inform the value of the alleged breach on Class B shares, one could calculate compensation Plaintiffs would have demanded had Defendants secured Plaintiffs’ consent by buying out Plaintiffs’ Class B shares. The price at which Plaintiffs’ Class B shares would have been bought out would likely have been the then-current trading price of Plaintiffs’ Class B shares at the approximate date of breach plus an appropriate buyout premium.47 The appropriate buy-out premium should reflect both (i) standard market factors that tend to be present in all buyouts (e.g., synergies) and (ii) factors specific to this particular hypothetical transaction. Under this example, with respect to the latter, in response to CMEG’s desire to acquire all of Plaintiffs’ Class B shares in a compressed period of time in order to profit from actions that would otherwise have been impermissible, Plaintiffs would likely have demanded an

Confidential Information - Redaction Pursuant to Court Order (12/9/2019) 21

additional premium. To the extent that CMEG had a strong desire to pursue the business initiatives impacting Core Rights, Plaintiffs would have anticipated that the breaches would have a significant negative impact on the potential future value of their shares by eliminating significant components of their value, and it is reasonable as a matter of economics to expect that the Class B shareholders would have demanded a substantial premium over then then-current market values to consent to CMEG’s modifications to the Core Rights. Under this example, this buyout amount would then be “brought forward” to the date of the judgment using standard measures of prejudgment interest.48

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 38. As an alternative to a complete buyout of members’ shares, CMEG and its members could have negotiated a transaction under which members would have received either a lump-sum payment or a right to share in specified categories of revenues in exchange for consent to the opening of the new co-location trading floor, while retaining other membership rights, such as the right to trade at member rates, the right to limit the number of members in each product category, and the right to vote on future changes to the Core Rights. There are historical examples of CMEG offering members compensation in exchange for members’ agreements to forego portions of their rights:  Since 2011, and as recently as 2018, CMEG has considered and pursued proposals to reduce the number of directors elected by its B shareholders. As part of those proposals, CMEG offered lump sum payments to its members in exchange for agreeing to reduce the size of the board.49

48 An alternative to paying cash for the buyout was for CMEG to convert the Class B shares to Class A shares based on the buyout price. The value at the time of judgment would equal the buyout price “brought forward” to the date of judgment using the return on the Class A shares. 49 Crain’s Chicago Business, “CME chief’s push to shrink board rejected,” November 29, 2018, https://www.chicagobusiness.com/finance-banking/cme-chiefs-push-shrink-board- rejected, accessed November 5, 2019.

 As part of its acquisition of NYMEX, CMEG offered NYMEX members a payment of $750,000 per member in exchange for agreeing to forgo the right to share in certain electronic trading revenues.50

 To address concerns that members’ rights to proximity and access to Globex could impact its ability to pursue its preferred business strategies, I understand that CME previously considered proposals to share certain electronic trading revenues with its members. Thus, before demutualization, CME management discussed a plan for “Globex Access Rights” under which the rights of non-members to access and trade electronically through Globex would have been leased out, with the lease revenues pooled amongst members.51 Subsequently, in 2004, CME considered a proposal for “bandwidth rights,” under which the right to the best access to Globex would have been leased and sold at market rates, FILED DATE: 12/16/2019 4:01 PM 2014ch00829 with the associated revenues allocated by the members on a pro rata basis.52

39. Other exchanges may also provide useful benchmarks for assessing how a hypothetical negotiation over the proposed modifications to CME members’ rights would have proceeded. For instance, I understand that members of the Chicago Board Options Exchange (“CBOE”) were able to negotiate rights to share in the benefits of electronic trading as electronic trading became a progressively more significant portion of exchange activity.53 CBOE’s protections of member rights apparently were

50 Amendment No. 1 to CME Form S-4, dated July 21, 2008 at 123 (discussing payment of “$750,000 per NYMEX Class A membership to be paid for Membership Rights Payments”) & 126 (showing “NYMEX Class A Membership Market Price Analysis” by Sandler O’Neill showing a range of $460,000 to $700,000 with a mean of $614,600 and median of $615,000). 51 Under former CME CEO Craig Donohue’s May 1999 Globex Access Rights proposal, “Globex access would be leased out to traders who wanted to access Globex from wherever in the world … the revenue would come into CME and they’d be shared with members.” Donohue Dep. Tr. 9:4-13, 153:17-154:2 & Exhibit 219 (May 1, 1999 E-mail from Craig Donohue with subject “A New Membership Structure/Strategic Planning Idea”). 52 See CME-Langer-1284747-1284754 at 1284752. 53 CBOE Holdings IPO Prospectus, dated June 14, 2010 at 4, 15, 31-32 (“Our hybrid trading model integrates open outcry and electronic trading into a single market. . . . Prior to CBOE’s structuring transaction, the ability to trade on the CBOE was an inherent right of every CBOE membership . . . In the restructuring transaction, all memberships in the CBOE and the trading rights they represent will be cancelled when the CBOE Seats are converted into shares of Class A common stock of CBOE Holdings. Following the restructuring 21

compatible with the overall success of the exchange, which has had its stock price increase from $25 per share in 2012 to more than $110 per share today.54 If provided full information and an opportunity to negotiate with respect to proposed changes to their Core Rights, CME and CBOT members might have sought similar rights to share in the future success of CME. 40. Several factors are relevant to assessing the compensation members likely would have required as part of a hypothetical negotiation to approve eliminating members’ exclusive trading floor access rights to allow the opening of the Aurora co- location facility. Those factors include:

FILED DATE: 12/16/2019 4:01 PM 2014ch00829  CMEG’s actual and expected benefits from co-location fees. Internal CME presentations from before the decision to authorize the co-location business show that CMEG placed the net present value of its expected co- location revenues at as of November 2009, and documents produced by CMEG show that CMEG collects approximately $50 million per year in co-location revenues.55

 CMEG’s increased revenues from co-location. I understand the Aurora co-location facility accounts for approximately of trading activity at CMEG.56 I understand that it has also enabled CMEG to remain competitive with other exchanges and trading volume and market capitalization have increased substantially since the opening of Aurora in

transaction, all physical and electronic access to the trading facilities of the CBOE will be made available through trading permits issued by the CBOE in exchange for a monthly fee to be determined by CBOE.”); CBOE Holdings Amendment No 4 to Form S-4, dated August 14, 2009 at 43; CBOE 2008 Annual Report, at 8 (“At the end of 2008, 92 percent of all CBOE orders were executed electronically.”). 54 The CBOE stock price was $25.97 as of January 3, 2012 and $114.91 as of September 30, 2019. Source: ©201909 CRSP®, Center for Research in Security Prices. Booth School of Business, The University of Chicago. Used with permission. All rights reserved. www.crsp.chicagobooth.edu. 55 See, e.g., CME Group, “Exchange Co-location Proposal: BOD Review,”2009, at 8 (CME- LANGER-0621644-0621653, at 0621651) (showing “Total NPV” of r ); CME- LANGER-0373284 (Excel file at tab “P&L Forecast” at Row 18 showing actual 2012 and 2013 revenues for CoLo of $51.9 million and $50.6 million, respectively). 56 Holzrichter Dep. Tr: 295:3-12.

Confidential Information - Redaction Pursuant to Court Order (12/9/2019) 24

2012.57 The value to CME of the co-location offering thus substantially exceeds the value of the co-location revenues generated each year.

 The importance of the right to exclusive trading floor access to CME and CBOT membership values. Exclusive access to CMEG’s trading floors has historically been identified by CMEG as one of the key components underlying the value of CME and CBOT memberships. In its demutualization prospectus and in the prospectus for its IPO, CME and CBOT noted that members had significant trading advantages due to their proximity to market information, and that this contributed to the value of their memberships.58 In seeking member approval to open the Aurora co- location facility, CMEG thus would be asking members to forfeit a significant component of the value underlying their memberships. Given the importance of the right to membership values, it is reasonable to FILED DATE: 12/16/2019 4:01 PM 2014ch00829 expect that members would have demanded fair compensation to approve a co-location offering that eliminated their right to exclusivity with respect to CMEG’s trading floors.

41. Similar factors would have been relevant to any negotiation over proposed modifications to members’ fee preferences, since member fee preferences have long been identified as providing significant value to the CME memberships.59 42. The issue of how a hypothetical negotiation over the terms a complete or partial buyout of members’ Core Rights would have proceeded will depend on other evidence, including testimony from CME witnesses, from CME members, CME documents relating to other transactions, and potentially other expert testimony that may be offered on issues relating to the merits of plaintiffs’ claims. A damages model

57 See, e.g., CME Group, “2010 CME Group Proposed Budget,” November 23, 2009, at 79 (CME-LANGER-0311253-0311342, at 0311331) (showing that “All major exchanges offer a co-location service” and the “key distinctions of CMEG’s planned co-location offering.”); CME Group, “Market Technology Sales Training – CME Co-Location, Data Center Services, & Connectivity,” November 2015, at 28 (CME-LANGER-0318317-8356, at 8344) (showing growth in percentage of volume via Co-Lo since launch). CMEG market cap increased from $16.2 billion at the end of 2011 to $67.3 billion at the end of 2018. Capital IQ. 58 CME Demutualization Prospectus, at 70 & CME Holdings Amendment No. 7 to Form S-1, dated December 5, 2002 (“CME IPO Prospectus”), at 70. 59 “In the long run the benefit was going to be a fee differential … between a member and a nonmember, and that would drive the economic value of the membership.” Oliff Dep. Tr. 50:8-20.

based on a complete or partial buyout of members’ Core Rights can be modified to account for whatever terms of a hypothetical negotiation may be supported by the evidence.60 A damages model based on this methodology is applied on a class-wide basis to estimate damages on a per share basis, across each CME and CBOT Class B membership type.

B. Statistical Approach

43. Statistical analysis is used extensively in the academic literature to determine the relation between two variables and using that relationship to forecast the

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 value of one of the variables.61 In the context of litigation and damages analysis, the use of statistical techniques, such as regression analysis, is commonly used in estimating “but-for” forecasts of various financial metrics.62 Regression analysis can be used to estimate damages in the context of the facts and circumstances in this case and consists of the following steps.63

60 A hypothetical negotiation approach here is similar to determining damages in patent infringement cases where experts typically analyze the so-called Georgia-Pacific factors. The purpose of analyzing the Georgia-Pacific factors is to understand the relative bargaining power of the two parties similar to the relative bargaining power of Plaintiffs and Defendants in this case. See, e.g. Georgia-Pacific Corp. v. United States Plywood Corp., 243 F. Supp. 500 (S.D.N.Y. 1965). 61 See, e.g., R. Tsay, Analysis of Financial Time Series (Wiley, 2nd edition, 2005). 62 See, e.g., M. Filler and J. DiGabriele, A Quantitative Approach to Commercial Damages: Applying Statistical Measurement of Lost Profits (Wiley, 2012). For example, regression-based approaches can be used to calculate “but-for” sales forecasts. Id. at 126-129. 63 Regression analysis is a statistical technique employed to determine relationships among variables. A common implementation is known as a “linear regression.” A linear regression is a method of drawing a line that is the best fit for a set of data. The best fit is accomplished by fitting a line among the data points using a special mathematical process, which is done by computer. For example, one might wish to measure the relationship between annual income and the amount of money that is spent on rent. Running a linear regression on a set of data containing annual income and rent would produce a number that reveals that, for example, each additional $10,000 income generally results in a person spending $3,000 more on rent. Such 24

44. The first step is to determine the statistical relationship between the variable of interest, i.e., the value of Class B shares, and variables that can explain the changes in the variable of interest. This is achieved by performing a regression analysis between the variable of interest and the explanatory variables over a period unaffected by the alleged breach. The variable of interest is the Class B share price or return and the explanatory variables potentially include Class A common stock prices or returns, trading volume, revenues, and earnings. The statistical relationship is measured over a period that excludes the effect of the breach itself, such that the resulting coefficient estimates (i.e., “betas”) are unaffected by the alleged breach.

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 45. The “betas” measure of the sensitivity of Plaintiffs’ Class B shares to changes in the explanatory variables. For example, a beta of 1.0 on one of the explanatory variables, for instance Class A shares, indicates that, all else equal, a 1 percent increase in the price of Class A shares is expected to result in a 1 percent increase in Class B shares. Similarly, a beta of 0.5 indicates that, all else equal, a 1 percent increase in the price of Class A shares is expected to result in a 0.5 percent increase in Class B shares. 46. The second step is to predict, based on the historical relationship between the value of Class B shares and explanatory variables, what the prices of Plaintiffs’ Class B shares would have been absent the breach. These predicted values are equal to the changes in the independent factor from the time of the breach to judgment date multiplied by the betas. Continuing with the example above, suppose that the price of the Class A shares increased by 100 percent post-breach and that the beta is 0.5, then the predicted return for Plaintiffs’ Class B shares would be 50 percent (that is, the 100 percent increase in the factor multiplied by a beta of 0.5). Applying that percentage

a relationship can then be used to predict how much a person spends on rent, once one knows that person’s income.

27 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 28 Exhibit 1 CME Group CME B-1 Price vs Class A Stock Price December 2002 - September 2019 $1,800,000 $240

$1,600,000 $200 $1,400,000

$1,200,000 $160 Price A Stock Class

$1,000,000

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 4:01 12/16/2019 DATE: FILED $120 $800,000 Seat Price Seat

$600,000 $80

$400,000 $40 $200,000

$0 $0

CME B-1 CMEG Class A Stock

Notes: The above reflects the average seat price for each month. If a month does not have a price, the prior month's average price is used. Sources: CME Group website: https://www.cmegroup.com/company/membership/historical-pricing/cme-historical-membership-pricing.html; Center for Research in Security Prices (CRSP). 29 Exhibit 2 CME Group CME B-2 Price vs Class A Stock Price December 2002 - September 2019 $1,200,000 $240

$1,000,000 $200

$800,000 $160 Price A Stock Class

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 4:01 12/16/2019 DATE: FILED $600,000 $120 Seat Price Seat

$400,000 $80

$200,000 $40

$0 $0

CME B-2 CMEG Class A Stock

Notes: The above reflects the average seat price for each month. If a month does not have a price, the prior month's average price is used. Sources: CME Group website: https://www.cmegroup.com/company/membership/historical-pricing/cme-historical-membership-pricing.html; Center for Research in Security Prices (CRSP). 30 Exhibit 3 CME Group CME B-3 Price vs Class A Stock Price December 2002 - September 2019 $800,000 $240

$700,000 $200

$600,000

$160 Price A Stock Class $500,000

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 4:01 12/16/2019 DATE: FILED $400,000 $120 Seat Price Seat $300,000 $80

$200,000

$40 $100,000

$0 $0

CME B-3 CMEG Class A Stock

Notes: The above reflects the average seat price for each month. If a month does not have a price, the prior month's average price is used. Sources: CME Group website: https://www.cmegroup.com/company/membership/historical-pricing/cme-historical-membership-pricing.html; Center for Research in Security Prices (CRSP). 31 Exhibit 4 CME Group CME B-4 Price vs Class A Stock Price December 2002 - September 2019 $70,000 $240

$60,000 $200

$50,000

$160 Price A Stock Class

$40,000

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 4:01 12/16/2019 DATE: FILED $120

Seat Price Seat $30,000

$80 $20,000

$40 $10,000

$0 $0

CME B-4 CMEG Class A Stock

Notes: The above reflects the average seat price for each month. If a month does not have a price, the prior month's average price is used. Sources: CME Group website: https://www.cmegroup.com/company/membership/historical-pricing/cme-historical-membership-pricing.html; Center for Research in Security Prices (CRSP). 32 Exhibit 5 CME Group CBOT B-1 Price vs Class A Stock Price December 2002 - September 2019 $1,600,000 $240

$1,400,000 $200

$1,200,000

$160 Price A Stock Class $1,000,000

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 4:01 12/16/2019 DATE: FILED $800,000 $120 Seat Price Seat $600,000 $80

$400,000

$40 $200,000

$0 $0

CBOT B-1 CMEG Class A Stock

Notes: The above reflects the average seat price for each month. If a month does not have a price, the prior month's average price is used. Sources: CME Group website: https://www.cmegroup.com/company/membership/historical-pricing/cme-historical-membership-pricing.html; Center for Research in Security Prices (CRSP). 33 Exhibit 6 CME Group CBOT B-2 Price vs Class A Stock Price December 2002 - September 2019 $600,000 $240

$500,000 $200

$400,000 $160 Price A Stock Class

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 4:01 12/16/2019 DATE: FILED $300,000 $120 Seat Price Seat

$200,000 $80

$100,000 $40

$0 $0

CBOT B-2 CMEG Class A Stock

Notes: The above reflects the average seat price for each month. If a month does not have a price, the prior month's average price is used. Sources: CME Group website: https://www.cmegroup.com/company/membership/historical-pricing/cme-historical-membership-pricing.html; Center for Research in Security Prices (CRSP). 34 Exhibit 7 CME Group CBOT B-3 Price vs Class A Stock Price December 2002 - September 2019 $250,000 $240

$200 $200,000

$160 Price A Stock Class $150,000

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 4:01 12/16/2019 DATE: FILED $120 Seat Price Seat $100,000 $80

$50,000 $40

$0 $0

CBOT B-3 CMEG Class A Stock

Notes: The above reflects the average seat price for each month. If a month does not have a price, the prior month's average price is used. Sources: CME Group website: https://www.cmegroup.com/company/membership/historical-pricing/cme-historical-membership-pricing.html; Center for Research in Security Prices (CRSP). 35 Exhibit 8 CME Group CBOT B-4 Price vs Class A Stock Price December 2002 - September 2019 $70,000 $240

$60,000 $200

$50,000

$160 Price A Stock Class

$40,000

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 4:01 12/16/2019 DATE: FILED $120

Seat Price Seat $30,000

$80 $20,000

$40 $10,000

$0 $0

CBOT B-4 CMEG Class A Stock

Notes: The above reflects the average seat price for each month. If a month does not have a price, the prior month's average price is used. Sources: CME Group website: https://www.cmegroup.com/company/membership/historical-pricing/cme-historical-membership-pricing.html; Center for Research in Security Prices (CRSP). 36 Exhibit 9 CME Group CBOT B-5 Price vs Class A Stock Price December 2002 - September 2019 $160,000 $240

$140,000 $200

$120,000

$160 Price A Stock Class $100,000

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 4:01 12/16/2019 DATE: FILED $80,000 $120 Seat Price Seat $60,000 $80

$40,000

$40 $20,000

$0 $0

CBOT B-5 CMEG Class A Stock

NOVEMBER 2019

CURRICULUM VITAE

Jonathan I. Arnold, Ph.D.

[email protected]

EDUCATION:

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Ph.D. Business Economics, Graduate School of Business, The University of Chicago

M.B.A. Finance and Accounting, The University of Chicago Graduate School of Business

B.A. Economics, The University of Chicago

PROFESSIONAL EXPERIENCE SINCE 1995:

2013 – Testifying Expert Economist, Chicago Economics Corp.

2013 - Senior Consultant, Compass Lexecon

2012 – 2013 Chief Economist, Office of the Attorney General, New York State

2006 – 2012 Managing Principal, Analysis Group, Inc.

1995 – 2006 Principal, Chicago Partners

TESTIMONY – SINCE 2015:

 Declaration in re Akorn Data Integrity Securities Litigation, U.S. District Court for the Northern District of Illinois, Eastern Division, Civil Action No. 1:18-cv-01713. (October 2019)  Declaration in Support of Permanent Injunctive Relief in Eagle View Technologies v. Xactware Solutions, U.S. District Court for the District of New Jersey, Civil Action No. 15-cv-07025. (October 2019)  Jury Trial Testimony in Eagle View Technologies v. Xactware Solutions, U.S. District Court for the District of New Jersey, Civil Action No. 15-cv-07025. (September 2019)  Trial Testimony in re Transcare (Debtor) in the matter of Salvatore Lamonica, as Chapter 7 Trustee for the Estates of TransCare v. Lynn Tilton, U.S. Bankruptcy Court, Southern District of New York, Chapter 7 Case No. 16-10407. (August 2019)

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 Deposition in re Transcare (Debtor) in the matter of Salvatore Lamonica, as Chapter 7 Trustee for the Estates of TransCare v. Lynn Tilton, U.S. Bankruptcy Court, Southern District of New York, Chapter 7 Case No. 16-10407. (July 2019)  Trial Testimony in re Transcare (Debtor) in the matter of Salvatore Lamonica, as Chapter 7 Trustee for the Estates of TransCare v. Lynn Tilton, U.S. Bankruptcy Court, Southern District of New York, Chapter 7 Case No. 16-10407. (July 2019)  Supplemental Expert Report in Eagle View Technologies v. Xactware Solutions, U.S. District Court for the District of New Jersey, Civil Action No. 15-cv-07025. (May 2019)  Deposition in re Transcare (Debtor) in the matter of Salvatore Lamonica, as Chapter 7 Trustee for the Estates of TransCare v. Lynn Tilton, U.S. Bankruptcy Court, Southern District of New York, Chapter 7 Case No. 16-10407. (March 2019)  Declaration in Class v. Samsung Telecommunications America, U.S. District Court, Northern District of California, Case No. 3:14-cv-582-JD. (January 2019) FILED DATE: 12/16/2019 4:01 PM 2014ch00829  Trial Testimony in Jo Ann Howard and Associates v. J. Douglas Cassity, U.S. District Court, Eastern District of Missouri, Case No. 09-CV-1252-ERW. (January 2019)  Expert Report in re Transcare (Debtor) in the matter of Salvatore Lamonica, as Chapter 7 Trustee for the Estates of TransCare v. Lynn Tilton, U.S. Bankruptcy Court, Southern District of New York, Chapter 7 Case No. 16-10407. (November 2018)  Rebuttal Expert Report in Jo Ann Howard and Associates v. J. Douglas Cassity, U.S. District Court, Eastern District of Missouri, Case No. 09-CV-1252-ERW. (November 2018)  Expert Report in U.S.A. v. Matthew Connolly and Gavin Black, U.S. District Court, Southern District of New York, Case No. 01:16-CR-00370 (CM). (September 2018)  Deposition in Jo Ann Howard and Associates v. J. Douglas Cassity, U.S. District Court Eastern District of Missouri, Case No. 09-CV-1252-ERW. (August 2018)  Expert Report in Jo Ann Howard and Associates v. J. Douglas Cassity, U.S. District Court Eastern District of Missouri, Case No. 09-CV-1252-ERW. (July 2018)  Deposition in Eagle View Technologies v. Xactware Solutions, U.S. District Court for the District of New Jersey, Civil Action No. 15-cv-07025. (May 2018)  Expert Report in State of Washington v. LG Electronics, Superior Court of King County, Washington, Case No. 12-2-15842-8. (May 2018)  Rebuttal Expert Report in Eagle View Technologies v. Xactware Solutions, U.S. District Court for the District of New Jersey, Civil Action No. 15-cv-07025. (May 2018)  Expert Report in Eagle View Technologies v. Xactware Solutions, U.S. District Court for the District of New Jersey, Civil Action No. 15-cv-07025. (May 2018)  Expert Report in Eagle View Technologies v. Xactware Solutions, U.S. District Court for the District of New Jersey, Civil Action No. 15-cv-07025. (April 2018)  Court Testimony In the Matter of Certain Two-Way Radio Equipment and Systems, Related Software and Components Thereof, United States International Trade Commission, Washington, D.C., Investigation No. 337-TA-1053. (January 2018)

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 Deposition In the Matter of Certain Two-Way Radio Equipment and Systems, Related Software and Components Thereof, United States International Trade Commission, Washington, D.C., Investigation No. 337-TA-1053. (November 2017)  Expert Report In the Matter of Certain Two-Way Radio Equipment and Systems, Related Software and Components Thereof, United States International Trade Commission, Washington, D.C., Investigation No. 337-TA-1053. (October 2017)  Deposition In re Avaya, U.S. Bankruptcy Court of the Southern District of New York, Ch. 11, Case No. 17-10089. (October 2017)  Expert Report In re Avaya, U.S. Bankruptcy Court of the Southern District of New York, Ch. 11, Case No. 17-10089. (October 2017)  Deposition in Stark Master Fund Ltd. and Stark Global Opportunities Master Fund Ltd. v. Credit Suisse Securities, U.S. District Court for the Eastern District of Wisconsin, No. 14-cv-689. (August 2017) FILED DATE: 12/16/2019 4:01 PM 2014ch00829  Court Testimony in The Financial Oversight and Management Board for Puerto Rico, as representative of The Commonwealth of Puerto Rico (PROMESA Title III No. 17 BK 3283-LTS); in re: The Financial Oversight and Management Board for Puerto Rico, as representative of Puerto Rico Highways & Transportation Authority (PROMESA Title III, No. 17 BK 3567- LTS); Peaje Investments v. Puerto Rico Highways & Transportation Authority (Adv. Proc. No. 17-151-LTS in 17 BK 3567-LTS and Adv. Proc. No. 17-152-LTS in 17 BK 3283-LTS) (August 2017)  Rebuttal Expert Report in Stark Master Fund Ltd. and Stark Global Opportunities Master Fund Ltd. V. Credit Suisse Securities, U.S. District Court of the Eastern District of Wisconsin, No. 14-cv-689. (August 2017)  Deposition in The United States of America, ex rel., John H. Oberg v. Pennsylvania Higher Education Assistance Agency, U.S. District court of the Easter District of Virginia, No. 1:07-cv- 00960-CMH-JFA. (August 2017)  Deposition in The Financial Oversight and Management Board for Puerto Rico, as representative of The Commonwealth of Puerto Rico (PROMESA Title III No. 17 BK 3283-LTS); in re: The Financial Oversight and Management Board for Puerto Rico, as representative of Puerto Rico Highways & Transportation Authority (PROMESA Title III, No. 17 BK 3567-LTS); Peaje Investments v. Puerto Rico Highways & Transportation Authority (Adv. Proc. No. 17-151- LTS in 17 BK 3567-LTS and Adv. Proc. No. 17-152-LTS in 17 BK 3283-LTS) (July 2017)  Declaration in The Financial Oversight and Management Board for Puerto Rico, as representative of The Commonwealth of Puerto Rico (PROMESA Title III No. 17 BK 3283-LTS); in re: The Financial Oversight and Management Board for Puerto Rico, as representative of Puerto Rico Highways & Transportation Authority (PROMESA Title III, No. 17 BK 3567-LTS); Peaje Investments v. Puerto Rico Highways & Transportation Authority (Adv. Proc. No. 17-151- LTS in 17 BK 3567-LTS and Adv. Proc. No. 17-152-LTS in 17 BK 3283-LTS) (July 2017)  Expert Report in Stark Master Fund Ltd. and Stark Global Opportunities Master Fund Ltd. V. Credit Suisse Securities, U.S. District Court of the Eastern District of Wisconsin, No. 14-cv- 689. (July 2017)

A - 3

 Expert Report in The United States of America, ex rel., John H. Oberg v. Pennsylvania Higher Education Assistance Agency, U.S. District court of the Easter District of Virginia, No. 1:07-cv- 00960-CMH-JFA. (June 2017)  Deposition in The State of Illinois v. Hitachi, Circuit Court of Cook County, Illinois, County Department, Chancery Division, Case No. 2012-CH-35266. (April 2017)  Court Testimony in Arista Networks v. Cisco Systems, International Trade Commission Washington, D.C., Investigation No. 337-TA-977. (April 2017)  Deposition in Arista Networks v. Cisco Systems, International Trade Commission Washington, D.C., Investigation No. 337-TA-977. (February 2017)  Second Supplemental Expert Report in Arista Networks v. Cisco Systems, International Trade Commission Washington, D.C., Investigation No. 337-TA-977. (February 2017)  Supplemental Expert Report in Arista Networks v. Cisco Systems, International Trade Commission Washington, D.C., Investigation No. 337-TA-977. (February 2017) FILED DATE: 12/16/2019 4:01 PM 2014ch00829  Expert Report in Arista Networks v. Cisco Systems, International Trade Commission Washington, D.C., Investigation No. 337-TA-977. (January 2017)  Rebuttal Expert Report in The State of Illinois v. Hitachi, Circuit Court of Cook County, Illinois, County Department, Chancery Division, Case No. 2012-CH-35266. (January 2017)  Court Testimony in a consolidated proceeding comprising Brigade Leveraged Capital Structures Fund v. Alejandro Garcia-Padilla (16-1610), National Public Finance Guarantee v. Alejandro Garcia-Padilla (16-2101), Dionisio Trigo-Gonzalez v. Alejandro Garcia-Padilla (16-2257), and U.S. Bank Trust National Association v. The Commonwealth of Puerto Rico (16-2510), U.S. District Court, District of Puerto Rico. (September 2016)  Deposition in MyFord Touch Consumer Litigation, U.S. District Court, Northern District of California, San Francisco Division, Case No. 13-cv-3072-EMC. (September 2016)  Responsive Damages Expert Report in MyFord Touch Consumer Litigation, U.S. District Court, Northern District of California, San Francisco Division, Case No. 13-cv-3072-EMC. (September 2016)  Expert Report in The State of Illinois v. Hitachi, Circuit Court of Cook County, Illinois, County Department, Chancery Division, Case No. 2012-CH-35266. (August 2016)  Deposition in Philips v. Ford, U.S. District Court, Northern District of California, San Jose Division, Case No. 5:14-cv-02989-LHK. (August 2016)  Jury Trial Testimony in Nortek Air Solutions v. Energy Labs, U.S. District Court, Northern District of California, San Jose Division, Case No. 5:14-cv-02919-BLF. (August 2016)  Damages Expert Report in MyFord Touch Consumer Litigation, U.S. District Court, Northern District of California, San Francisco Division, Case No. 13-cv-3072-EMC. (August 2016)  Expert Report in Philips v. Ford, U.S. District Court, Northern District of California, San Jose Division, Case No. 5:14-cv-02989-LHK. (July 2016)

A - 4

 Responsive Expert Report in MyFord Touch Consumer Litigation, U.S. District Court, Northern District of California, San Francisco Division, Case No. 13-cv-3072-EMC. (May 2016)  Supplemental Declaration Lena K. Thodos and David Miller v. Nicor, Circuit Court of Cook County, Illinois County Department, Chancery Division, Case No. 11CH06556. (April 2016)  Deposition in Nortek Air Solutions v. Energy Labs, U.S. District Court, Northern District of California, San Jose Division, Case No. 5:14-cv-02919-BLF (March 2016)  Expert Report in Nortek Air Solutions v. Energy Labs, U.S. District Court, Northern District of California, San Jose Division, Case No. 5:14-cv-02919-BLF (February 2016)  Deposition in MyFord Touch Consumer Litigation, U.S. District Court, Northern District of California, San Francisco Division, Case No. 13-cv-3072-EMC. (February 2016)  Deposition in Richard S. Stack, M.D. v. Abbott Laboratories, U.S. District Court, Middle District of North Carolina, Case No. 1:12-CV-148. (January 2016) FILED DATE: 12/16/2019 4:01 PM 2014ch00829  Expert Report in MyFord Touch Consumer Litigation, U.S. District Court, Northern District of California, San Francisco Division, Case No. 13-cv-3072-EMC. (January 2016)  Deposition in Lena K. Thodos and David Miller v. Nicor, Circuit Court of Cook County, Illinois County Department, Chancery Division, Case No. 11CH06556. (December 2015)

TEACHING EXPERIENCE:

 Columbia University and Duke University Guest Lecturer (2002 – 2004)

 The University of Chicago, Department of Economics and Graduate School of Business Lecturer (1998 – 1999)

Taught microeconomics (topics included price theory, industrial organization, capital theory, principles of labor economics, and durable goods economics)

 Loyola University Chicago School of Law Lecturer of Law (1997 – 1998)

Taught antitrust economics

PROFESSIONAL AFFILIATIONS:

American Economics Association

OTHER:

Certified Public Accountant

A - 5

Appendix B Material Relied Upon

I. Case-Related Documents

1. Videotaped Deposition of James E. Oliff, November 11, 2016

2. Plaintiffs’ Supplemental Responses and Objections to Defendant’s Second Set of Interrogatories Directed to Plaintiffs Sheldon Langer, Ronald M. Yermack, Lance R.Goldberg, March 27, 2019

3. Videotaped Deposition of Julie Holzrichter, Wednesday, April 17, 2019

4. Videotaped Deposition of Craig Donohue, Thursday, May 9, 2019

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 5. Fourth Amended Class Action Complaint, Dated November 15, 2019

6. CME-LANGER-0249325-0249353

7. CME-LANGER-0283433-0283503

8. CME-LANGER-0311253-0311343

9. CME-LANGER-0318317-0318356

10. CME-LANGER-0373284_H43937-0060-030633

11. CME-LANGER-0412726-0412771

12. CME-LANGER-0415303-0415334

13. CME-LANGER-0505561-0505605

14. CME-LANGER-0621644-0621653

15. CME-LANGER-1036010-1

16. CME-LANGER-1284747-1284754

17. CME-LANGER-1378796-1378854

II. SEC Filings

1. Amended and Restated Certificate of Incorporation of Board of Trade of the City of Chicago, Inc. (Originally Incorporated in the State of Delaware Under the Name Delaware CBOT, Inc. On May 12, 2000)

B - 1

2. Chicago Mercantile Exchange Inc., Amendment No. 5 To Form S-4 Registration Statement Under the Securities Act of 1933, Filed on April 25, 2000

3. Chicago Mercantile Exchange Inc., Form 10-K, For the Fiscal Year Ended December 31, 2000, Filed on March 29, 2001

4. Chicago Mercantile Exchange Holdings Inc., Amendment No. 1 To Form S-4 Registration Statement Under the Securities Act of 1933, Filed on October 1, 2001

5. Amended and Restated Certificate of Incorporation of Chicago Mercantile Exchange Holdings Inc. (Executed as of December 3, 2001)

6. Chicago Mercantile Exchange Holdings Inc., Amendment No. 7 To Form S-1 Registration Statement Under the Securities Act of 1933, Filed on December 5, 2002

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 7. CBOT Holdings, Inc., Amended No. 13 to Form S-4 Registration Statement Under the Securities Act of 1933, Filed on February 14, 2005

8. Combined Joint Proxy Statement / Prospectus, Second Supplement, July 6, 2007 (To Joint Proxy Statement / Prospectus, Date June 5, 2007)

9. CME Group Inc., Form 10-K, For the Fiscal Year Ended December 31, 2007, Filed on February 27, 2008

10. CME Group Inc., Amended No. 1 To Form S-4 Registration Statement, Filed on July 21, 2008

11. CBOE 2008 Annual Report

12. Self-Regulatory Organizations; Chicago Board Options Exchange, Inc.; Notice of Filing of Proposed Rule Change Relating to Co-location Service Fees (Release No. 34-61489; File No. SR-CBOE-2010- 008), February 4, 2010

13. CME Group Inc., Form 10-K, For the Fiscal Year Ended December 31, 2010, Filed on February 28, 2011

14. CME Group Inc., Form 10-K, For the Fiscal Year Ended December 31, 2011, Filed on February 27, 2012

15. CBOT Rulebook

16. CME Rulebook

B - 2

III. News Articles & Other Publicly-Available Documents

1. Georgia-Pacific Corp. v. United States Plywood Corp., 318 F. Supp. 1116 (S.D.N.Y. 1970)

2. CME Group Inc. News Release, “CME Co-Location Services to Launch January 29,” October 10, 2011, https://www.cmegroup.com/media-room/press-releases/2011/10/10/cme_co- location_servicestolaunchjanuary29.html, accessed on November 5, 2019

3. MarketsMedia, “Can We Get Closer: What’s Next in Co-Location,” June 22, 2012, https://www.marketsmedia.com/closer-whats-co-location/, accessed November 5, 2019

4. Data Center Dynamics, “Chicago Mercantile Exchange sells data center to CyrusOne,” March 16, 2016, https://www.datacenterdynamics.com/news/chicago-mercantile-exchange-sells-data-center-to- cyrusone/, accessed November 5, 2019

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 5. CyrusOne Press Release: CyrusOne Expands Chicago Presence, Begins Construction of Second Data Center on Aurora Campus to meet Customer Demand, November 30, 2016 https://cyrusone.com/press-release/cyrusone-expands-chicago-presence-begins-construction-second- data-center-aurora-campus-meet-customer-demand/ accessed on November 5, 2019

6. CyrusOne Data Centers Scalable Platform for Financial Service Companies, 2016, https://cyrusone.com/wp-content/uploads/2018/02/CyrusOne_Scalable-Platform-for-Financial- Service-Companies-4Q16-2.pdf, accessed on November 5, 2019

7. Crain’s Chicago Business, “CME chief’s push to shrink board rejected,” November 29, 2018, https://www.chicagobusiness.com/finance-banking/cme-chiefs-push-shrink-board-rejected, accessed November 5, 2019

IV. Data

1. Capital IQ.

3. CME websites https://www.cmegroup.com/company/membership/individual/cme.html#pricing & https://www.cmegroup.com/company/membership/individual/cbot.html#pricing, accessed on November 5, 2019

V. Literature

1. Ruey S. Tsay, Analysis of Financial Times Series (Wiley, 2nd edition, 2005)

2. Mark G. Filler and James A. DiGabriele, A Quantitative Approach to Commercial Damages: Applying Statistical Measurement of Lost Profits (Wiley, 2012)

All other materials cited in the report and exhibits.

B - 3

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FILED DATE: 12/16/2019 4:01 PM 2014ch00829

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EXHIBIT 3 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 56

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Video Excerpts Submitted in Native Format 57

EXHIBIT 4 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 58

Page 1 1 2 IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS 3 COUNTY DEPARTMENT - CHANCERY DIVISION 4 5 6 SHELDON LANGER, RONALD M. ) YERMACK, LANCE R. ) 7 GOLDBERG, individually and ) on behalf of themselves ) 8 and all others similarly ) situated, ) FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 ) Plaintiffs, ) 10 ) vs. ) No. 14 CH 829 11 ) CME GROUP, INC., a ) 12 Delaware Corporation; THE ) BOARD OF TRADE OF THE CITY ) 13 OF CHICAGO, INC., a ) Delaware corporation, ) 14 ) Defendants. ) 15 ______) 16 17 18 19 VIDEOTAPED DEPOSITION OF JAMES E. OLIFF 20 Chicago, Illinois 21 Friday, November 11, 2016 22 23 Reported by: 24 PAULA CAMPBELL, CSR, RDR, CRR, CRC 25 JOB NO. 115069

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Page 9 1 J. OLIFF 2 A. I appeared before the Nominating Committee. 3 Q. And then, as you mentioned a moment ago you 4 left CME's board in around 1992 and returned in 5 1994; is that right? 6 A. That is correct. 7 Q. And you've been on the Board continuously 8 since 1994? FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 A. Yes, I have. 10 Q. So you were on the Board of the old 11 not-for-profit CME, and then, you were on the Board 12 of the new CME Inc., and now you're on the Board of 13 Directors of CME Group, Inc.; is that right? 14 A. That is correct. 15 Q. And there may have been a couple of other 16 companies along the way; is that right? 17 A. I would guess so, yes. 18 Q. You served as Second Vice Chairman of the 19 Board from 1998 until 2002; is that right? 20 A. Yes. 21 Q. And that's the position you held at the 22 time that CME demutualized in 2000; is that right? 23 A. That is accurate. 24 Q. And then you served as Vice Chairman of the 25 Board of Directors of CME from 2002 until 2007; is

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FILED DATE: 12/16/2019 4:01 PM 2014ch00829

Page 46 1 J. OLIFF 2 committees work, does that cover it? 3 A. Yes. 4 Q. Did you, in your capacity as chairman of 5 the Strategic Planning Committee, have any 6 particular roles or responsibilities with respect to 7 the demutualization plan, aside from generally 8 overseeing the committee's work? FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 A. And presenting and communicating that to 10 the membership. 11 Q. After the plan was unveiled? 12 A. Yes. 13 Q. During the time frame that the Strategic 14 Planning Committee was developing the 15 demutualization plan, did it have any other 16 responsibilities or projects that it was working on, 17 or was its sole focus the demutualization? 18 A. Um, I don't specifically recall. 19 Q. And so, we'll skip ahead to the future here 20 a little bit. You mentioned you had a role in 21 communicating the plan to -- to the membership, and 22 so, let's talk about that for a moment. 23 Generally, what was your role in persuading 24 the membership to vote for demutualization? 25 A. There were two speeches that I gave at

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Page 50 1 J. OLIFF 2 A. Yes. 3 Q. Do you recall what kind of questions you 4 were asked? Strike that. 5 Do you recall any of the specific questions 6 you were asked? 7 A. Yes. 8 Q. Can you give me -- can you -- list all FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 those for me, if you can. 10 A. Well, the most common question, what -- is: 11 What is going to be the value of the B share 12 membership? 13 Q. And did you have a response to that 14 question? 15 A. Yes. 16 Q. What was your response? 17 A. In -- in the long run the benefit was going 18 to be a fee differential, whatever that may be, 19 between a member and a nonmember, and that would 20 drive the economic value of the membership. 21 Q. Okay. Any other questions that you recall 22 from members? 23 A. There were general questions about the 24 structure of the demutualization, the organization 25 of the Board, how the -- how the B share interests

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Page 195 1 J. OLIFF 2 Q. Let me -- let me finish my question so it's 3 clear. Let's back it up, just so it's clear for the 4 record, okay. 5 What are the physical characteristics of 6 the -- strike that. 7 What are the characteristics of the trading 8 floor that defined that concept for you? FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 A. The physical presence of octagonal or other 10 pits, the existence of floor booths, the existence 11 of wallboards that display prices, the provision of 12 information, such as Reuters terminals and Bloomberg 13 terminals, the existence of handheld Galax-C 14 devices, the existence of floor broker workstations. 15 I believe that all that existed at the time that we 16 referred to a trading floor. 17 Q. Okay. So a trading floor is a physical 18 location? 19 A. Yes. 20 Q. Where market information is exchanged 21 between market participants? 22 A. Yes. 23 Q. Where trades are executed? 24 A. Yes. 25 Q. Does that define the trading floor for you?

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Page 196 1 J. OLIFF 2 A. The physical location, yes. 3 Q. Could the term "trading floor" include an 4 electronic trading floor? 5 A. Not in my mind. 6 Q. Why not? 7 A. An electronic marketplace was separate and 8 distinct from an open outcry trading floor. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 Q. Not at the time of demutualization, though; 10 right? 11 MR. HOGAN: Object to the form. Asked and 12 answered. 13 A. You're incorrect. 14 Q. At the time of demutualization -- 15 A. Trading terminals could have existed in the 16 hands of members and member firms away from the 17 trading floor. 18 Q. Could have, but I'm just talking about in 19 practice, in reality. At the time -- 20 A. Well, that's why I don't consider it a 21 trading floor. 22 Q. At the time there was electronic trading 23 going on on the trading floor, as you've defined it; 24 right? 25 A. Yes.

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Page 297 1 2 C E R T I F I C A T E 3 I, Paula Campbell, CSR, RDR, CRR, CRC, do 4 hereby certify that on Friday, November 11, 2016 5 appeared before me, JAMES E. OLIFF. 6 I further certify that the said witness was 7 first duly sworn to testify to the truth in the 8 cause aforesaid. 9

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 I further certify that the signature of the 10 witness to the foregoing deposition was not waived 11 by agreement of counsel. 12 I further certify that I am not counsel for 13 nor in any way related to any of the parties to 14 this suit, nor financially interested in the 15 action. 16 IN TESTIMONY WHEREOF, I have hereunto set my 17 hand on this 14th day of November, 2016. 18 19 ______20 Paula Campbell, CSR, RDR, CRR, CRC Certified Shorthand Reporter 21 Registered Diplomate Reporter Certified Realtime Reporter 22 Certified Realtime Captioner 23 Illinois C.S.R. No. 084-003481 24

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EXHIBIT 5 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 69

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Video Excerpts Submitted in Native Format 70

EXHIBIT 6 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 71

Page 1 1 2 STATE OF ILLINOIS ) ) SS: 3 COUNTY OF C O O K ) 4 IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT - CHANCERY DIVISION 5 SHELDON LANGER, RONALD M. ) 6 YERMACK, LANCE R. GOLDBERG, ) individually on behalf of ) 7 themselves and all others )

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 similarly situated, ) 8 ) Plaintiffs, ) 9 ) vs. ) No. 14 CH 829 10 ) CME GROUP, INC., a Delaware ) 11 Corporation; THE BOARD OF ) TRADE OF THE CITY OF ) 12 CHICAGO, INC., a Delaware ) Corporation, ) 13 ) Defendants. ) 14 ------) 15 16 VIDEOTAPED DEPOSITION OF JAMES J. MCNULTY 17 Chicago, Illinois 18 Thursday, November 3, 2016 19 20 21 22 Reported by: 23 JANICE M. KOCEK, CSR, CLR 24 JOB NO. 115067 25

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Page 27 1 JAMES J. MCNULTY 2 Q. And by "currency," you mean shares 3 in a stock corporation? 4 A. Shares, correct. That's correct. 5 Q. And by "rolled up," you mean bought 6 out? 7 A. Correct, to be -- to be -- 8 Q. As opposed to being bought up -- FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 A. To be bought up by an -- an outside 10 exchange. 11 Q. Right. 12 As opposed to being the consolidator 13 that is doing the buying? 14 A. That's correct. 15 Q. So you started as president and CEO 16 in February of 2000; is that right? 17 A. That is correct. 18 Q. And that was about four months 19 before the vote to demutualize? 20 A. That is correct, uh-huh. 21 Q. And that was about nine months 22 before the demutualization transactions that 23 resulted in Chicago Mercantile Exchange, Inc., 24 actually occurred, right? 25 A. Right. Because we had to wait for

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Page 99 1 JAMES J. MCNULTY 2 A. Well, that's all -- that's all 3 that's all I can -- 4 Q. -- given me everything that's 5 covered by core -- 6 A. That's what I can under -- 7 Q. Let me finish my question. 8 A. I thought you were asking me the FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 question. 10 Q. Is your testimony that what you just 11 described is everything that was guaranteed by 12 core right number two? 13 A. That's what I understand by reading 14 this. 15 Q. I'm going to hand you what was 16 previously marked as Exhibit No. 23. 17 Do you recognize Exhibit No. 23 as 18 the "Prospectus for the Initial Public Offering 19 of Chicago Mercantile Exchange Holdings, Inc."? 20 A. Yes. 21 Q. And this is a document that was 22 filed with the Securities and Exchange 23 Commission; is that right? 24 A. Correct. 25 Q. You were president and CEO of CME --

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Page 100 1 JAMES J. MCNULTY 2 of the CME enterprise at this time; is that 3 right? 4 A. I was, yes, sir. 5 Q. If you could turn to page 8 of 159. 6 And there's a -- this is in the section called 7 "Risk Factors." 8 A. Yes, sir. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 Q. And in the middle of the page, 10 underneath the heading, there's a paragraph 11 that begins "Under the terms of our certificate 12 of incorporation." 13 Do you see that? 14 A. And it's in the middle of the page? 15 Q. Yes, sir. Underneath the risk -- 16 A. "Under the terms of our certificate 17 of incorporation" -- 18 Q. Yes, sir. 19 A. -- "our Class B shareholders have 20 the ability to protect their rights to trade on 21 our exchange by means of special approval 22 rights over changes to the operation of our 23 markets." 24 Q. Yes, sir. And then it goes on to 25 state, in particular, "these provisions include

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Page 189 1 JAMES J. MCNULTY 2 Q. Were there -- would you say that -- 3 A. Sometimes -- sometimes fees were 4 removed altogether, by the way. 5 Q. And I understand some of that 6 occurred after demutualization. I'm trying to 7 get your understanding of as of right before 8 demutualization. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 A. No, but I'm talking about 10 pre-demutualization. 11 Q. Okay. 12 A. For example, when the -- the 13 exchange wanted to get new products launched, 14 they would sometimes create a fee holiday, 15 right, so that members could trade the product 16 for six months, for example, without paying any 17 fees. 18 Q. In order to develop the liquidity in 19 that market? 20 A. That's correct, yes, sir. 21 Q. Were fee preferences part of the 22 traditional rights of CME members before 23 demutualization? 24 A. I -- I think probably before and 25 after demutualization.

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Page 196 1 JAMES J. MCNULTY 2 Q. And underneath in the -- the -- in 3 the "Trading Privilege" section that says "Each 4 series of Class B shares will have the trading 5 privileges currently encompassed in the 6 existing membership interest." 7 A. Yes. 8 Q. But as I understand your testimony FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 right now, your -- your testimony is that the 10 fee preferences could be changed by the board 11 and weren't subject to the special approval 12 rights of the Class B shareholders? 13 A. My understanding is that -- that 14 fees and rules are under the purview of the 15 board of directors. 16 Q. When was that explained to the 17 members before they voted to demutualize? 18 MR. HOGAN: Well, objection to the 19 form. 20 BY MR. SAFI: 21 Q. Okay. Let's try this. Was that 22 ever explained to the members before they voted 23 to demutualize? 24 MR. HOGAN: Take your time and read 25 -- read the two pages of that document.

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Page 197 1 JAMES J. MCNULTY 2 THE WITNESS: What was explained to 3 the members before we demutualized was that 4 they would have a right to lower fees -- 5 BY MR. SAFI: 6 Q. Okay. 7 A. -- than nonmembers. 8 Q. Okay. As of immediately before FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 demutualization, were there any circumstances 10 in which anyone could trade at rates -- strike 11 that. 12 As of immediately before 13 demutualization, were there any circumstances 14 in which any nonmember could trade at rates 15 that were better than member rates? 16 A. Not that I know of. 17 Q. Were there ever agreements regarding 18 -- strike that. 19 As of immediately before 20 demutualization, to your knowledge, were there 21 agreements regarding rates that were not 22 reflected in the publicly available fee table? 23 A. No. 24 Q. Do you know whether there are such 25 agreements now?

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Page 320 1 JAMES J. MCNULTY 2 C E R T I F I C A T E 3 STATE OF ILLINOIS ) 4 ) SS.: 5 COUNTY OF COOK )

7 I, JANICE M. KOCEK, a Notary Public 8 within and for the State of Illinois, do FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 hereby certify: 10 That JAMES J. MCNULTY, the witness 11 whose deposition is hereinbefore set forth, 12 was duly sworn by me and that such 13 deposition is a true record of the 14 testimony given by such witness. 15 I further certify that I am not 16 related to any of the parties to this 17 action by blood or marriage; and that I am 18 in no way interested in the outcome of this 19 matter. 20 IN WITNESS WHEREOF, I have hereunto 21 set my hand this 14th day of November, 22 2016.

24 ______25 JANICE M. KOCEK, CSR, CLR.

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EXHIBIT 7 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 83

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Video Excerpts Submitted in Native Format 84

EXHIBIT 8 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 85

Page 1 1 TERRENCE DUFFY 2 IN THE CIRCUIT COURT OF COOK COUNTY 3 COUNTY DEPARTMENT, CHANCERY DIVISION 4 5 SHELDON LANGER, RONALD M. ) YERMACK, LANCE GOLDBERG, on ) 6 behalf of themselves and others) similarly situated, ) 7 ) Plaintiffs, ) Case No.

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 8 ) vs. ) 2014 CH 00829 9 ) ) 10 CME GROUP, INC., a Delaware ) Corporation; THE BOARD OF ) 11 TRADE OF THE CITY OF CHICAGO, ) INC., a Delaware Corporation, ) 12 ) Defendants. ) 13 ------x 14 15 16 VIDEOTAPED DEPOSITION OF TERRENCE A. DUFFY 17 Thursday, April 25, 2019 18 Chicago, Illinois 19 20 21 22 23 Reported By: 24 TRICIA J. LATHOURIS, CSR, RPR 25 JOB NO. 159032

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Page 9 1 TERRENCE DUFFY 2 ask me to clarify -- 3 A Okay. 4 Q -- and I'll do so. 5 You are currently employed by CME Group; is 6 that right? 7 A I am. 8 Q Your position is executive chairman; is FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 that right? 10 A No, it's not. 11 Q Okay. What's your current position at CME 12 Group? 13 A My position is chairman and chief executive 14 officer. 15 Q Okay. So that means you're both chairman 16 of the Board of Directors and the chief executive of 17 the management team; is that right? 18 A Chief executive officer, CEO, yes. 19 Q All right. You've been a vice-chairman -- 20 you -- strike that. 21 You were a vice-chairman at the Chicago 22 Mercantile Exchange before it demutualized; is that 23 right? 24 A I was. 25 Q And after the demutualization in 2000, you

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Page 10 1 TERRENCE DUFFY 2 were vice-chairman of CME, Inc.? 3 A CME -- yes. I don't know if it was called 4 Inc., but, yeah, CME. 5 Q And then in 2001, there was a restructuring 6 that resulted in the creation of CME Holdings; is 7 that right? 8 A I think it was 2000, but I'm not sure the FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 exact date. 10 Q And you were -- what was your position at 11 CME Holdings? 12 A My position was that of an elected 13 position. It was not a management position of 14 vice-chairman. 15 Q After CME went public in 2002, what was 16 your position at the company? 17 A My position at -- was, at the time of the 18 IPO, chairman of the board. 19 Q And you -- have you been chairman of the 20 board continuously since that time? 21 A I have. 22 Q When did you assume the role of chief 23 executive officer? 24 A Assumed that role in 2016. 25 Q And between the IPO and 2016, were you a

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Page 226 1 TERRENCE DUFFY 2 explaining the value proposition of CME's offer to 3 the members of the Board of Trade versus what I 4 considered an inferior offer from the 5 Intercontinental Exchange for the Chicago Board of 6 Trade. That, I recall. 7 Q So that was essentially a -- 8 A That was an open meeting. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 Q -- open meeting with the -- where CME -- 10 you and Mr. Donohue were able to answer questions 11 from CBOT members in order to convince them to vote 12 in favor of the transaction? 13 A I did a presentation. Mr. Donohue did a 14 presentation. I don't know if anybody else did. 15 Then we took questions and answers. Yes. 16 Q And during that meeting, were the CBOT 17 members told that their core rights would be 18 preserved if CME Group acquired CBOT? 19 A I don't recall that specific question being 20 asked, but it very well could have. 21 Q Okay. And, I mean, what -- what's your 22 understanding about what impact, if any, the 23 acquisition had on CBOT members' core rights? 24 A My understanding of their core rights were 25 they were exactly verbatim written down as ours were

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Page 227 1 TERRENCE DUFFY 2 because they basically took our filing documents and 3 did that for their same core rights. With the 4 exception is they drew in some language around 5 pricing. That's my understanding. 6 Q Is the -- they had basically the same core 7 rights, but plus they had a core right relating to 8 pricing? FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 A That's my understanding. If I recall. I 10 don't have the document in front -- their core 11 rights in front of me, so I don't -- I'm going off 12 of what I think I recall. Should have been prepped 13 better. 14 Q Well, consider that, as the chairman of CME 15 Group, you should be familiar with the charters of 16 the exchanges that CME Group owns. 17 A Oh, I -- 18 MR. HOGAN: Object to the form. Is that a 19 question? Hold on a second. What's the question? 20 BY MR. SAFI: 21 Q Is your -- did -- my question is: Did the 22 CBOT core rights change at all as a result of the 23 CME Group acquisition of CBOT? 24 A To my understanding, their core rights are 25 what they are. And I'd have to go back and look at

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Page 312 1 TERRENCE DUFFY 2 these programs, our thinking for having" -- 3 THE REPORTER: I'm sorry, permissibility? 4 BY MR. SAFI: 5 Q "In terms of the permissibility of these 6 programs, our thinking for having and continuing 7 these programs is as follows." 8 See that? FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 A You asking me or her? 10 Q Yeah, I'm just -- no, I'm asking if you see 11 that on the page? 12 A No. Where? 13 Q It's -- 14 A On the first page? 15 Q -- right after -- be on the first page 16 right beneath the table. 17 A Yeah, I see it, yes. 18 Q Yeah. First bullet point, "Member base 19 rates have to be at a differential to base 20 non-member rates." 21 Do you see that? 22 A I do. 23 Q Do you agree with that? 24 A No. 25 Q Third bullet point, "Today" --

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Page 313 1 TERRENCE DUFFY 2 A In practice, they are. I don't agree with 3 the statement, though. 4 Q Well, but you just -- you just told us 5 that was your philosophy, I thought? 6 A I said in practice -- 7 Q Okay. 8 A -- and philosophy. I said I don't agree FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 with the statement being factual. 10 Q You agree that that's a problem -- no, if 11 it -- otherwise, it would be a problem? That's what 12 you wrote in the first email that kicked all this 13 off? 14 A If there was not a competitive threat, it's 15 a problem to me personally in running the company 16 that I believe we shouldn't do that because it's not 17 good business. So, yes, it would be a problem for 18 me. 19 Q Why isn't it good business? 20 A Because I believe that in my estimation, 21 members trading for a discount is something that 22 people thought they had inherently. The Board of 23 Trade DCM has it. NYMEX's DCM has it. CME's DCM 24 does not have it in its core rights. But at the 25 same time, it's been a historical practice and I

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Page 314 1 TERRENCE DUFFY 2 want to continue with that historical practice even 3 though I don't have the obligation to do it. 4 So I don't agree with the statement, but, 5 in practice, I -- I've always followed that logic; 6 hence, my emails not approving the plans. 7 Q The third bullet point says, "Today we have 8 programs in all exchanges where rates go below FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 member base rates at both the equity and 10 trading-member level." 11 Do you see that? 12 A I do. 13 Q Did you know that? 14 A No. 15 Q The next bullet point, "Our practice has 16 been for general open-participant programs like the 17 international incentive plan, electronic corporate 18 member and asset manager incentive plan to have 19 program rates start above member rates, only for 20 some programs dipping below some non-equity-member 21 rates in volume or performance goals are 22 substantial." 23 Do you see that? 24 A I do. 25 Q Did you know that?

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Page 340 1 TERRENCE DUFFY 2 A Not this exact proposal. No. I mean, I 3 remember the proposal more generally. I don't 4 remember it in granular form like this. 5 Q On page 640 -- well, page 3 of the 6 proposal -- 7 A Yes. 8 Q -- you see it says, "Preferential rates FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 will be guaranteed as consideration"? 10 A Yes. 11 Q So under the terms of this proposal, in 12 order to -- in exchange for a vote to reduce the 13 number of class B directors, the class B members 14 would have been guaranteed preferential rates. 15 You see that? 16 A Under this proposal, there would have been 17 -- this says that there would be preferential rates, 18 is -- if that's the question you're asking. 19 Q Yeah. Right. 20 And so do -- do you recall anything about 21 that? 22 A The only thing I can recall about that is 23 everybody believed they had them in their core 24 rights, and they didn't. So this would have 25 codified that and put it into the core rights

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Page 341 1 TERRENCE DUFFY 2 similar to the DCMs of CBOT and that of N-Y-M-E-X, 3 NYMEX. 4 Q And so is this an example of how CME could 5 essentially buy the votes of class B shareholders in 6 order to get -- for them to give up some of their 7 voting rights? 8 A Is this a -- say that again. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 Q Yeah. Is this an example of how CME could, 10 if it wanted to, give consideration to class B 11 shareholders in order to get them to vote to give up 12 some of their voting rights? 13 A This is an example of something -- yes, you 14 could say that, to give up their core -- their 15 voting rights. 16 Q Did -- was this proposal ever put to a 17 vote? 18 A Not with this language in it. 19 Q Do you know why not? 20 A It was taken out. That's all I know. I 21 don't recall -- this -- I'm almost positive this 22 language never made it into a proposal. 23 Q Right. And it was a couple years later 24 after this that any proposal was put to a vote 25 regarding the number of class --

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Page 387 1 TERRENCE DUFFY 2 I further certify that this certificate 3 applies to the original signed IN BLUE and certified 4 transcripts only. I assume no responsibility for 5 the accuracy of any reproduced copies not made under 6 my control or direction. 7 Dated: May 6th, 2019. 8 ______FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 TRICIA J. LATHOURIS, CSR, RPR

11 My Commission Expires 12 August 11, 2019

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Page 1 1 CRAIG DONOHUE 2 IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION 3 4 5 SHELDON LANGER, RONALD M. ) YERMACK, LANCE GOLDBERG, on ) 6 behalf of themselves and others) similarly situated, ) 7 ) Plaintiffs, )Case No. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 8 ) vs. )2014 CH 00829 9 ) ) 10 CME GROUP, INC., a Delaware ) Corporation; THE BOARD OF ) 11 TRADE OF THE CITY OF CHICAGO, ) INC., a Delaware Corporation, ) 12 ) Defendants. ) 13 14 15 16 VIDEOTAPED DEPOSITION OF CRAIG DONOHUE 17 Thursday, May 9, 2019 18 Chicago, Illinois 19 20 21 22 Reported By: 23 TRICIA J. LATHOURIS, CSR, RPR 24 JOB NO. 160491 25

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Page 24 1 CRAIG DONOHUE 2 Q Is it your understanding that CME cannot 3 make any amendment, change or modification to the 4 core rights without a member vote? 5 A Without a vote of the class B shareholders? 6 Q Yes. 7 A Yes. 8 Q And as to the CBOT core rights, is it your FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 understanding there's a similar provision that the 10 CBOT core rights can't be changed without a member 11 vote? 12 A Yes. 13 Q Would you agree that the right to appear 14 and trade on a trading floor is part of the core 15 rights of CME members? 16 A Yes. 17 Q And that's a right that's exclusive to CME 18 members, fair? 19 A Yes. 20 Q Is that also the case for CBOT members, the 21 right to appear and trade on a CBOT floor is a 22 right -- 23 A I believe so, yes. 24 Q And, again, as with CME, the right to 25 appear and trade on a floor is exclusive to members?

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Page 25 1 CRAIG DONOHUE 2 A Yes. 3 Q Can you identify any way in which the 4 trading floor access right and privilege of a CBOT 5 member -- the core trading floor -- floor access 6 right and privilege of a CBOT member is different 7 from the rights of a CME member? 8 MR. HOGAN: Object to the form. But you can FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 answer. 10 A I have no familiarity with that. I 11 couldn't tell you that today. 12 BY MR. MORRISSEY: 13 Q Okay. In your work, did you identify any 14 differences as between the CBOT core rights and the 15 CME core rights that gave CBOT members fewer rights 16 than CME members? 17 A That -- that gave what? 18 MR. HOGAN: Object to the form. 19 A Want to repeat that? 20 MR. HOGAN: Yeah. 21 BY MR. MORRISSEY: 22 Q Did you identify anything that gave CBOT 23 members fewer core rights than CME members? 24 A I -- honestly, today, I could not answer 25 that unless I saw them side by side. Just too much

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Page 47 1 CRAIG DONOHUE 2 communications that would have -- we would have made 3 to members regarding those kinds of policies. 4 BY MR. MORRISSEY: 5 Q Can you point to some communication where 6 you clearly communicated that to a member -- 7 A I -- 8 Q -- at any time? FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 A I mean, I can't -- sitting here now, no, I 10 don't. 11 Q You're saying there were all kinds of 12 communications. You just testified that there were 13 all kinds of communications -- 14 A I would think that there are -- 15 Q -- can you name them? 16 A -- member bulletins and -- 17 MR. HOGAN: Object to the -- 18 A -- other policies -- 19 THE REPORTER: Okay. One second. 20 BY MR. MORRISSEY: 21 Q Can you name a single -- 22 A Sitting here now, no. 23 Q So -- so when you said there were all kinds 24 of communications, that was speculation? 25 A My general recollection is there would have

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Page 48 1 CRAIG DONOHUE 2 been, yes. 3 Q There would have been communications where 4 you said to members, core right 2 does not include 5 your trading privilege to trade at member rates off 6 the floor? 7 A I would think so. 8 Q You would think so. But you can't remember FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 what it was? 10 A No, I can't. 11 Q You don't know what form it took? 12 A This is almost 20 years ago, so, no, I 13 can't. 14 Q Sure. You don't know whether it was oral 15 or written? 16 A I can't speculate. 17 Q Okay. And you're not now aware of any 18 document that supports that supposition? 19 A As I said, I can't speculate. 20 Q You'd agree that this language itself in 21 the document, without more, is unclear on the issue 22 of whether members' core right 2 includes the 23 trading privilege of trading at member rates off the 24 floor? 25 MR. HOGAN: Object to the form. You can

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Page 49 1 CRAIG DONOHUE 2 answer. 3 A I believe it does not explicitly address 4 that. 5 BY MR. MORRISSEY: 6 Q You would need to look at some other 7 document to answer that question, right? 8 A Perhaps, yes. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 Q Or the history of members' activity at the 10 exchange, right? 11 A I'm not sure what you mean by the latter, 12 but -- 13 Q Well, you understand that in interpreting a 14 contract that's unclear on its face, you could look 15 at history of the parties, their business dealings 16 with one another, how terms -- 17 A Sure. 18 Q -- are used in the industry? 19 A Sure. 20 Q So you would need to look at those kinds of 21 things to figure out the answer to that question, 22 right? 23 MR. HOGAN: Object to the form. 24 A Sure. 25 BY MR. MORRISSEY:

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Page 141 1 CRAIG DONOHUE 2 MR. HOGAN: Objection to form. 3 A I would say that an advantage of membership 4 was being able to be physically present where 5 trading activity was taking place and to be able to 6 act on that information and be part of the price 7 discovery process. 8 BY MR. MORRISSEY: FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 Q Right. Over time, having a lower-latency 10 connection to trading activity became more and more 11 important, fair? 12 A Yes. 13 Q The whole phenomenon of lower-latency 14 connections to trading just wasn't on anyone's radar 15 screen at the time of demutualization, fair? 16 MR. HOGAN: Objection. Form. 17 A I would agree with that. 18 BY MR. MORRISSEY: 19 Q The third listed item in here, first full 20 paragraph of your Globex access rights proposal 21 memo, number 3, "Preferential, i.e., equity/lessee 22 versus corporate or public customer clearing 23 fees" -- 24 A Sorry, I'm -- okay. Yes. Sorry. Yep. 25 Q There you're referring to the fact that

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Page 142 1 CRAIG DONOHUE 2 preferential fees of members were part of the bundle 3 of rights that members had before demutualization, 4 right? 5 A Yes. 6 Q Okay. Second paragraph -- third if we 7 count the first sentence -- "Point Z is a fully 8 electronic exchange with a demutualized for-profit FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 membership structure," right? 10 A Yes. 11 Q So you were trying to move from where you 12 were to -- to this point where you had a 13 demutualized for-profit company, right? 14 A Yes. 15 Q And you, in fact, were able to get there a 16 year later, fair? 17 A Yes. Well, get -- 18 Q But get -- get -- 19 A -- get -- get there where? Be -- be 20 specific. 21 Q That -- that's a fair correction. You were 22 able to get -- 23 A We certainly didn't get to a place of no -- 24 no seats. 25 Q Right. You didn't get to the full point Z

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Page 181 1 CRAIG DONOHUE 2 A Yes. 3 Q -- have trading -- 4 A Yes. 5 Q -- equipment inside the building? 6 A Yes. I did know that. I haven't been 7 there in -- 8 Q Sure. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 A -- seven or eight years, but I did know 10 that, yes. 11 Q And that was the idea from the outset -- 12 A Yes. 13 Q -- is that you would set up this building 14 where customers would come in, set up their servers 15 and engage in trading, right? 16 A Yes. 17 Q And -- and actual bids and offers -- the 18 matching of a bid and offer is a trade, right? 19 A Yes. 20 Q And the actual matching of bids and offers 21 takes place in that building, right? 22 A Yes. 23 Q And a substantial portion of matching of 24 bids and officer -- offers at the CME exchanges took 25 place within that building starting in 2012, right?

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Page 252 1 CRAIG DONOHUE 2 Q But you can't point to any language that 3 makes any disclosure along those lines -- 4 MR. HOGAN: Objection. Asked -- 5 BY MR. MORRISSEY: 6 Q -- at all? 7 MR. HOGAN: Asked and answered. That's not his 8 testimony. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 A I think -- I think lots of people read it 10 and understood it perfectly well. 11 BY MR. MORRISSEY: 12 Q What's previously been marked as Exhibit 43 13 is a letter on Sidley and Austin letterhead signed 14 by Bradley Ferguson and Suresh Advani. 15 You see that? 16 A Yes. 17 Q They were two outside tax lawyers working 18 with you on the demutualization transaction, right? 19 A Yes. 20 Q This was a memorandum that Sidley sent to 21 the IRS on your behalf to secure tax-free treatment 22 of the transaction, correct? 23 A Yes. 24 Q Why did you want the transaction to be tax 25 free?

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Page 253 1 CRAIG DONOHUE 2 A Because we did not want the issuance of the 3 class A common stock to the members to be considered 4 to be taxable -- effectively, something new given to 5 the members. 6 Q Right. 7 A So there had to be a determination of, 8 effectively, equivalence between the equity rights FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 of the members versus the new equity rights of the 10 common A stockholders. 11 Q Right. If there was some transfer of 12 membership rights or privileges that were previously 13 in the Bs to the As, that would have resulted in 14 taxation on the As, right? 15 MR. HOGAN: Objection. 16 A I'm not certain that's -- 17 MR. HOGAN: Legal testimony. 18 A -- correct, actually, but I'm not a tax 19 lawyer. 20 BY MR. MORRISSEY: 21 Q But that's certainly a risk you wanted to 22 avoid, isn't it? 23 A No -- 24 MR. HOGAN: Objection. 25 A -- the risk we were trying to avoid was the

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Page 254 1 CRAIG DONOHUE 2 transaction being taxable to the members. The 3 concern was whether something new was being given to 4 the members, not whether something new was being 5 given to the class A shareholders. 6 BY MR. MORRISSEY: 7 Q On page 2 of the memo under the heading 8 Preservation of Trading Rights -- you see that? FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 A Yes. 10 Q "The demutualization will leave trading 11 rights intact." 12 Do you agree with that statement? 13 A Yes. 14 Q "The transaction is designed to be seamless 15 with respect to trading activities so that trading 16 on the exchange on the day of demutualization will 17 be the same as trading on the day before 18 demutualization." 19 Do you agree with that? 20 A Yes. 21 Q One of the trading rights that existed 22 before demutualization was to share any value there 23 was in the membership associated with the ability to 24 trade on Globex from a floor, right? 25 MR. HOGAN: Object to the form.

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Page 255 1 CRAIG DONOHUE 2 A Can you repeat that a little more slowly? 3 Or -- or read it back, either way. You were 4 speaking at a good pace and then you kind of -- 5 BY MR. MORRISSEY: 6 Q Yeah, I'm sorry. 7 A -- increased the pace of that a little bit. 8 Q One of the trading rights of members that FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 existed before demutualization was to have the 10 benefit associated with that membership of the 11 ability to trade Globex from the floor? 12 A Correct. 13 Q One of the trading rights associated with a 14 membership was the ability to lease out membership 15 rights to someone else who perceived it as valuable 16 to trade Globex from the floor, and thereby, have 17 better access to price information? 18 MR. HOGAN: Object to the form. 19 A With the exception of the latter -- which I 20 already said I'm not sure; I just don't remember 21 what kind of access to price information existed on 22 the Globex screen on the floor at that time -- the 23 answer is yes. Presumably, they had access to some 24 information, but I just don't recall what it was. 25 BY MR. MORRISSEY:

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Page 265 1 CRAIG DONOHUE 2 rights, whatever they were, would remain intact, 3 correct? 4 A The trading rights, yes. Which are 5 different than what we've been talking about with 6 respect to fees. 7 Q Number 6 on page 4, which is on -- 8 A So I find that statement in the -- in the FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 IRS documents to be entirely accurate. 10 Q I don't have any problem with the IRS 11 document or the contract. 12 A Okay. 13 Q Might not surprise you. That's why we're 14 here. 15 Pages 3 and 4 under Trading Equity 16 Features, there's a list of items that are described 17 in the prefatory language on page 3 as, "A more 18 detailed list of particular trading features and 19 equity features under the predemutualization 20 exchange and the post-demutualization exchange." 21 You see that? 22 A Yes. 23 Q Let's focus on number 6 on page 4, which 24 reads, "Access to Trading Facilities." 25 It reads, "Access to trading floor and

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Page 266 1 CRAIG DONOHUE 2 electronic terminals permitted for all member 3 shareholders or lessee or other users of trading 4 privilege associated with membership." 5 You see that? 6 A Uh-huh. 7 Q Next column on the right, 8 post-demutualization, no change, right? FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 A Yeah. 10 Q So you were telling the IRS that part of 11 members' trading rights before demutualization was 12 the right to access the trading floor and electronic 13 terminals permitted for all member shareholders, 14 correct? 15 A Yes. 16 Q And that was under the general heading 17 Access to Trading Facilities, correct? 18 A Yes. 19 Q And that was a right that was exclusive to 20 members before demutualization, correct? 21 A Yes. 22 Q It remained exclusive to members after 23 demutualization, correct? 24 A Yes. 25 Q And until the opening of Aurora in 2012,

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Page 267 1 CRAIG DONOHUE 2 there was no exchange facility in which traders were 3 allowed to access that facility to engage in trading 4 without owning or leasing a membership, correct? 5 A So traders are not accessing the facility 6 for purposes of trading in the same way that you're 7 referring to -- that we're referring to in these 8 terms here. People aren't going in and out of the FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 data center making trading decisions. They're 10 operating models and algorithms from all over the 11 world. 12 Q Models and algorithms that execute trades 13 based on market information pertaining to contracts 14 traded on your exchanges -- 15 A Right, but -- 16 Q -- correct? 17 A -- it's not happening at the data center. 18 The data center is just hosting servers. There's 19 satellite and high-fiber-optic lines and other ways 20 of transmitting orders that are coming from 21 160-something countries around the world. That's 22 where trading is originating from. 23 Q Right. And people all over the world can 24 call in orders to the CME when your trading floor 25 was in downtown Chicago and trading was done by open

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Page 268 1 CRAIG DONOHUE 2 outcry too, right? 3 A Yes. 4 MR. HOGAN: Can we stop for a second? Can you 5 move your mic down just a little bit so it 6 doesn't -- 7 (Exhibit 225 marked for identification.) 8 BY MR. MORRISSEY: FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 Q Exhibit 225 is a fax cover sheet and memo 10 from the IRS dated November 3rd, 2000 in relation to 11 the Chicago Mercantile Exchange as taxpayer with 12 attached ruling sent to Mr. Ferguson, correct? 13 A Yes. 14 Q On the second page of the document, you are 15 listed as the contact person for CME along with -- 16 well, just you, right? 17 A Yes. 18 Q There's then a letter addressed to you from 19 the IRS, right? 20 A Yes. 21 Q And you understood that the IRS was 22 summarizing the conclusions it was reaching based on 23 the information that you -- information you 24 provided, right? 25 MR. HOGAN: Object to the form.

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Page 363 1 CRAIG DONOHUE 2 I further certify that this certificate 3 applies to the original signed IN BLUE and certified 4 transcripts only. I assume no responsibility for 5 the accuracy of any reproduced copies not made under 6 my control or direction. 7 DATED: 5-20-2019 8 ______FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 TRICIA J. LATHOURIS, CSR, RPR

11 My Commission Expires 12 August 11, 2019

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Page 1 1 WILLIAM R. SHEPARD 2 IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION 3 SHELDON LANGER, RONALD M. ) 4 YERMACK, LANCE GOLDBERG, ) individually and on behalf ) Case No. 5 of themselves and all others ) 2014 CH 00829 similarly situated, ) 6 ) Plaintiffs, ) 7 ) vs. ) 8 ) FILED DATE: 12/16/2019 4:01 PM 2014ch00829 CME GROUP, INC., a Delaware ) 9 Corporation; THE BOARD OF ) TRADE OF THE CITY OF ) 10 CHICAGO, INC., a Delaware ) Corporation, ) 11 ) Defendants. ) 12 13 14 VIDEOTAPED DEPOSITION OF WILLIAM R. SHEPARD 15 Chicago, Illinois 16 Thursday, September 20, 2018 17 18 19 20 21 22 23 24 Reported by: JENNIFER L. BERNIER, CSR, RPR, CRR 25 Job No: 147793

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Page 25 1 WILLIAM R. SHEPARD 2 preserve the market and the participants in the 3 market, and that how we were doing that was not 4 going to survive. 5 Q. Was it around that time that you 6 joined CME's board? 7 A. Well, I think I joined the board, I 8 want to say '97, but that was quite a bit FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 later. 10 Q. Did you have involvements in what 11 you referred to as the Exchange's politics 12 before you joined the board? 13 A. I can only remember one thing, which 14 is smoking. I am an anti-smoker, and I 15 passed -- I had a referendum passed, before I 16 was a member on Franklin Street, banning 17 smoking because they were killing me. 18 There was a green cloud of smoke. I 19 developed the name "skamortz," and I called it 20 skamortz, because it looked like skamortz to 21 me. When I looked up at the visitor's gallery, 22 it was skamortz. And I saw the powers of the 23 exchange standing at their desks puffing on 24 cigarettes and it irritated me. 25 So I happened to read the -- a

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Page 49 1 WILLIAM R. SHEPARD 2 agreements? 3 A. No. 4 Q. Before CME's demutualization, there 5 were daily caps on member's total clearing fees 6 on trades for their own accounts, correct? 7 A. I don't know. There were certainly 8 no caps on my clearing; that, I can promise FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 you. 10 Q. Before demutualization, did CME also 11 charge other types of fees for GLOBEX trades 12 other than the clearing fee? 13 A. GLOBEX had its own separate fee. I 14 believe it was called the GLOBEX fee, but ... 15 Q. Before demutualization, did members 16 trading for their own accounts pay lower GLOBEX 17 fees than nonmembers did? 18 A. I don't know. 19 Q. The fee preferences that CME members 20 had before demutualization were a valuable part 21 of the membership, correct? 22 A. Yes. 23 Q. The value of the fee preference was 24 one of the things reflected in the market price 25 for buying a membership, correct?

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Page 50 1 WILLIAM R. SHEPARD 2 A. Yes. 3 MR. HATCH-MILLER: There's two 4 copies for you, one for you. 5 (Shepard Exhibit 89, Cover page of 6 CME 1998 rule book, was marked for 7 identification.) 8 - - - - - FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 (Shepard Exhibit 90, Chapter 1 of 10 CME 1998 rule book, was marked for 11 identification.) 12 MR. HATCH-MILLER: Here is a second 13 document. These go together. 14 MR. HOGAN: That's all one exhibit. 15 Q. I've handed you two documents that 16 have been marked as Exhibit 89, first, and 17 Exhibit 90, second. 18 Please take a look at them, and let 19 me know when you've had a chance to identify 20 what they are. 21 A. Well, I think I know what it is, or 22 part of what it is. 23 Q. So do you agree the document -- the 24 first document, Exhibit 89, is the cover page 25 of a CME rule book from September 1998?

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Page 89 1 WILLIAM R. SHEPARD 2 about this document? 3 A. No. 4 Q. Okay. You can set it aside. 5 When did you join the Strategic 6 Planning Committee of CME's board? 7 A. I forget. 8 Q. What was the Strategic Planning FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 Committee? 10 A. It was a committee run by Leo 11 Melamed. I think he wanted me on it to be vice 12 chairman. We used to meet prior to a given 13 meeting to discuss what the agenda was, and we 14 would meet with the management team to outline 15 an agenda. 16 Q. And was the Strategic Planning 17 Committee focused on developing the plan for 18 demutualization? 19 A. Not that I remember. 20 Q. Okay. Were there -- did -- what 21 else did the Strategic Planning Committee work 22 on other than the demutualization plan? 23 A. Anything that Leo thought was 24 important. 25 Q. Okay. So it was a general strategic

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Page 175 1 WILLIAM R. SHEPARD 2 C E R T I F I C A T E 3 STATE OF ILLINOIS ) )SS. 4 COUNTY OF COOK ) 5 6 I, Jennifer L. Bernier, Notary 7 Public within and for the State of Illinois, do 8 hereby certify: FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 That WILLIAM R. SHEPARD, the witness 10 whose deposition is hereinbefore set forth, was 11 duly sworn by me and that such deposition is a 12 true record of the testimony given by such 13 witness. 14 I further certify that I am not 15 related to any of the parties to this action by 16 blood or marriage; and that I am in no way 17 interested in the outcome of this matter. 18 IN WITNESS WHEREOF, I have hereunto 19 set my hand this 2nd day of October, 2018. 20 21 ______22 JENNIFER L. BERNIER, CSR, RPR, CRR 23 24 CSR No. 084-004190 25

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EXHIBIT 15 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 151

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EXHIBIT 16 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 153

Page 1 1 2 IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS 3 COUNTY DEPARTMENT, CHANCERY DIVISION 4 SHELDON LANGER, RONALD M. 5 YERMACK, LANCE GOLDBERG, on behalf of themselves 6 and others similarly situated, 7

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Plaintiffs, 8 vs. Case No. 2014 CH 00829 9 CME GROUP, INC., a Delaware 10 Corporation; THE BOARD OF TRADE OF THE CITY OF CHICAGO, 11 INC., a Delaware Corporation, 12 Defendants. 13 ______14 15 ** CONFIDENTIAL ** 16 VIDEOTAPED DEPOSITION OF R. JASON WELLER 17 Chicago, Illinois 18 Monday, September 9, 2019 19 20 21 22 23 Reported by: 24 JANICE M. KOCEK, CSR, CLR 25 JOB NO. 167742

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Page 35 1 J. WELLER - CONFIDENTIAL 2 to as Aurora, right? 3 A. I usually hear it referred to DC3 as 4 opposed to Aurora but I'll -- I'll take your 5 word for that. 6 Q. Okay. And the co-location -- the 7 exchange-based co-location business was located 8 within DC3, right? FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 A. Can you -- I'm sorry. 10 Q. The exchange-based -- 11 A. I was staring at this. I apologize. 12 Q. The exchange-based co-location 13 business was located within DC3, right? 14 A. The exchange-based co-location 15 service, once we initiated it, was located 16 within DC3, that is correct. 17 Q. Now, this reference to building the 18 high-speed trading floor, do you recall 19 anything about that? 20 A. Only that I -- it appears only that 21 I included it in -- in the note. And as, you 22 know, I probably was -- I found it a helpful 23 analogy and wanted to include it. 24 Q. You included it in your note to 25 Mr. Vroman?

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Page 140 1 J. WELLER - CONFIDENTIAL 2 C E R T I F I C A T E 3 STATE OF ILLINOIS ) 4 ) SS.: 5 COUNTY OF COOK )

7 I, JANICE M. KOCEK, a Notary Public 8 within and for the State of Illinois, do FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 hereby certify: 10 That R. JASON WELLER, the witness 11 whose deposition is hereinbefore set forth, 12 was duly sworn by me and that such 13 deposition is a true record of the 14 testimony given by such witness. 15 I further certify that I am not 16 related to any of the parties to this 17 action by blood or marriage; and that I am 18 in no way interested in the outcome of this 19 matter. 20 IN WITNESS WHEREOF, I have hereunto 21 set my hand this 18th day of September, 2019.

24 ______25 JANICE M. KOCEK, CSR, CLR

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EXHIBIT 17 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 157

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EXHIBIT 18 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 159 Confidential

Page 1 1 IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION 2 3 SHELDON LANGER, RONALD M. ) YERMACK, LANCE GOLDBERG, on ) 4 behalf of themselves and other ) similarly situated, ) 5 ) Plaintiffs, ) 6 ) FILED DATE: 12/16/2019 4:01 PM 2014ch00829 vs. ) Case No. 7 ) 2014 CH 00829 CME GROUP, INC., a Delaware ) 8 Corporation; THE BOARD OF ) TRADE OF THE CITY OF CHICAGO, ) 9 INC., a Delaware Corporation, ) ) 10 Defendants. ) 11 12 C O N F I D E N T I A L 13 VIDEOTAPED DEPOSITION OF CRAIG MOHAN 30(b)(6) 14 Chicago, Illinois 15 Monday, October 15, 2018 16 17 18 19 20 21 22 23 Reported by: 24 RACHEL F. GARD, CSR, RPR, CLR, CRR 25 JOB NO. 148991

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Page 50 1 C. MOHAN 2 knowledge, I've just heard the term referred 3 to, you know, of the location but beyond that, 4 I don't know specifically of anything beyond 5 that. 6 Q. Have you ever heard someone use the 7 term electronic trading floor?

8 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 A. No. 9 Q. Have you ever heard someone use the 10 term virtual trading floor? 11 A. No. 12 Q. Do you think it's possible to have 13 an electronic trading floor? 14 MR. HOGAN: Objection. Object to 15 the form. That's vague. 16 MR. HATCH-MILLER: And again, if you 17 could please limit your objection to the 18 form of the question. Anything beyond that 19 is an instruction to the witness. I will 20 call the Court at the next break if you 21 continue to make speaking objections. 22 Q. I'll ask the question again. Do you 23 think it's possible to have an electronic 24 trading floor? 25 A. I don't know what an electronic

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Page 331 1 C. MOHAN 2 C E R T I F I C A T E 3 STATE OF ILLINOIS ) ) ss.: 4 COUNTY OF COOK ) 5 I, RACHEL F. GARD, CSR, RPR, CLR, CRR, 6 within and for the State of Illinois do hereby 7 certify: FILED DATE: 12/16/2019 4:01 PM 2014ch00829 8 That CRAIG MOHAN, the witness whose 9 deposition is hereinbefore set forth, was 10 duly sworn by me and that such deposition 11 is a true record of the testimony given by 12 such witness. 13 I further certify that I am not 14 related to any of the parties to this 15 action by blood or marriage; and that I am 16 in no way interested in the outcome of this 17 matter. 18 IN WITNESS WHEREOF, I have hereunto 19 set my hand this 17th day of October, 2018. 20 21 ______22 RACHEL F. GARD, CSR, RPR, CLR, CRR 23

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EXHIBIT 20 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 165 CONFIDENTIAL

Page 1 1 BRYAN DURKIN 2 IN THE CIRCUIT COURT OF COOK COUNTY COUNTY DEPARTMENT, CHANCERY DIVISION 3 4 5 SHELDON LANGER, RONALD M. ) YERMACK, LANCE GOLDBERG, on ) 6 behalf of themselves and others) similarly situated, ) 7 ) FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Plaintiffs, )Case No. 8 ) vs. )2014 CH 00829 9 ) ) 10 CME GROUP, INC., a Delaware ) Corporation; THE BOARD OF ) 11 TRADE OF THE CITY OF CHICAGO, ) INC., a Delaware Corporation, ) 12 ) Defendants. ) 13 14 C O N F I D E N T I A L 15 VIDEOTAPED DEPOSITION OF BRYAN DURKIN 16 Thursday, August 22, 2019 17 Chicago, Illinois 18 19 20 21 22 Reported By: 23 TRICIA J. LATHOURIS, CSR, RPR 24 JOB NO. 165716 25

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Page 151 1 BRYAN DURKIN 2 obligations? 3 MR. HOGAN: Object to the form. 4 A Not that I recall. 5 BY MR. HATCH-MILLER: 6 Q We -- do you -- are you familiar with 7 something called the asset manager incentive 8 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 program? 9 A Yes. 10 Q What is the asset manager incentive 11 program? 12 A The asset manager incentive program was a 13 program that was put in place to afford large-asset 14 managers with very specific volume criteria and open 15 interest criteria -- and I think it was a minimum 16 net worth of a hundred billion dollars or 17 thereabouts in assets -- the ability to reduce the 18 fees that they were paying from the highest rack 19 rate based upon them meeting certain performance 20 criteria. 21 Q Do you recall roughly when the asset 22 manager incentive program was put into place? 23 A Guess -- guesstimating, I think it's around 24 2010. 25 Q And does the asset manager incentive

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Page 152 1 BRYAN DURKIN 2 program still exist today? 3 A Yes, it does. 4 Q At any point in time, has the asset manager 5 incentive program allowed non-member participants in 6 that program to pay fees below those charged to 7 people who lease CME and CBOT memberships? 8 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 A I believe the highest -- or lowest tier 9 brings you in -- in -- in line with or a penny or so 10 below the lessor rate. 11 Q And has that been true -- that the 12 participants in that program, they achieve a certain 13 volume level, can pay fees below those charged to 14 the lessors -- for the entire duration of the period 15 when the asset manager incentive program has been in 16 place? 17 A I believe so, yes. Provided they meet that 18 high-hurdle threshold. And you have to bear in 19 mind, these are some of the largest producers of 20 volume and open interest to the marketplace that 21 have -- had represented difficulty in terms of how 22 they're structured and, I believe, their bylaws in 23 terms of membership. 24 So membership was a real challenge for 25 them, yet they are major producers of volume and

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Page 153 1 BRYAN DURKIN 2 open interest that was very important for the 3 overall marketplace. And so we did, after 4 some time, structure this program to try to be 5 responsive to -- to that market constituency who was 6 providing such value to the institution. 7 Q When you talk about the market constituency 8 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 that's targeted by the asset manager incentive 9 program, in fact, there was one specific large 10 customer that asked for this program to be created; 11 isn't that true? 12 A That is correct. 13 Q What was the -- what's the name of the 14 customer that asked CME Group to create the asset 15 manager incentive program? 16 THE WITNESS: Can I state that? 17 MR. HOGAN: You can. If we need it to be 18 confidential, we can designate it -- 19 THE WITNESS: It's confidential. 20 MR. HOGAN: -- as such. Yes, you can state it. 21 It's in documents -- 22 THE WITNESS: Okay. 23 MR. HOGAN: He knows the answer already. 24 THE WITNESS: I understand. But I'm also 25 concerned about confidentiality.

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Page 154 1 BRYAN DURKIN 2 MR. HOGAN: Yeah. 3 A . 4 MR. HOGAN: We'll designate this as 5 confidential -- 6 THE WITNESS: This is highly confidential. 7 BY MR. HATCH-MILLER: 8 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Q Isn't it true, sir, that asked for 9 this program to be created specifically so that it 10 could avoid having to buy or lease memberships? 11 MR. HOGAN: Objection to form. 12 A No, I don't recall that to be the case at 13 all. What I recall is that they had -- as I've 14 testified -- difficulty with the membership 15 structure and how it could be applied based upon, I 16 believe it was their -- their own bylaws or what 17 have you; that this construct would not be -- it 18 would be very difficult for them to be able to 19 employ it. And it would be employed on a -- an 20 extremely limited basis and not be viable for them. 21 That being said, when we structured the 22 program -- and they did not ask us to structure the 23 program -- we came up with developing a program to 24 be responsive to their issues and concerns where, 25 you know, they certainly had alternatives to -- to

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Page 155 1 BRYAN DURKIN 2 trade, and they were very clear in pointing that out 3 to us. And they're a very valued customer, just 4 like all of our customers. So we developed this 5 program. 6 And the -- the levels that, you know, 7 you're referencing, first of all, needs to be very 8 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 clear that they always -- the lowest level was above 9 the member rate. So you point out that there was 10 either the same or within a penny of the lessor 11 rate, but it was calibrated that it was above the -- 12 the member rate. 13 Q And to be clear, your -- your explanation 14 is the lowest level of fees that can be achieved 15 through the asset manager incentive program for 16 customers like that don't necessarily own 17 memberships is above the rate charged to -- to 18 membership owners -- 19 A Correct. 20 Q -- but potentially below the rate charged 21 to membership lessors? 22 A That's my understanding. 23 Q I understand. 24 A Thank you. 25 Q Other than the asset manager incentive

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Page 156 1 BRYAN DURKIN 2 program, are you aware of any other fee discount 3 programs or fee agreements or arrangements or rebate 4 arrangements with specific customers that have 5 allowed any customers who neither own nor lease 6 memberships to receive rates that are lower than 7 those paid by membership lessors? 8 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 A Not as I sit here. 9 Q Other than the asset manager incentive 10 program, are you aware of any other fee-discount 11 programs or fee arrangements or arrangements or 12 rebate arrangements with specific customers that 13 have allowed any customers who neither own nor lease 14 memberships to receive rates that are equal to those 15 paid by membership lessors? 16 A I'm not aware of those. There may be, but 17 I'm not aware of them as I'm sitting here today. 18 Q Who would be the right person within CME 19 Group to -- to -- to get an answer to that question? 20 A I would say John Curran. 21 Q I'm handing you a document that's going to 22 be marked as Exhibit 298. 23 (Exhibit 298 marked for identification.) 24 THE WITNESS: Thank you. 25 BY MR. HATCH-MILLER:

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Page 170 1 BRYAN DURKIN 2 Q You wrote, "As you may recall, we actually 3 floated the idea of memberships to them, which they 4 responded very negatively and said they could not 5 adopt the membership concept as it would limit their 6 ability to -- to apply it across their accounts. 7 And, in fact, they would be limited to applying it 8 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 to a maximum of five accounts." 9 So isn't it true, sir, that concern 10 wasn't that it couldn't buy memberships, it was 11 that, if it wanted to get lower rates, it would have 12 to buy a lot of memberships? 13 A My recollection at the time was it was more 14 complicated than that. There was an approval 15 process that they would have to go through and I 16 remember something coming up with regards to their 17 bylaws, but I'm just -- I'm operating on something 18 that happened several years ago. But, yes, that was 19 part of it. 20 Q Handing you another document that's been 21 marked as Exhibit 301. 22 (Exhibit 301 marked for identification.) 23 BY MR. HATCH-MILLER: 24 Q Again, this is another email from 25 Ms. Flores to a group of people, and then it's -- it

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Page 182 1 BRYAN DURKIN 2 I further certify that this certificate 3 applies to the original signed IN BLUE and certified 4 transcripts only. I assume no responsibility for 5 the accuracy of any reproduced copies not made under 6 my control or direction. 7 DATED: 9-3-19 8 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 ______9 TRICIA J. LATHOURIS, CSR, RPR 10

11 My Commission Expires 12 August 11, 2019 13

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EXHIBIT 21 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 176

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EXHIBIT 22 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 178

Page 1 1 DEBRA KOKAL 2 IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION 3 SHELDON LANGER, RONALD M. ) 4 YERMACK, LANCE GOLDBERG, ) individually and on behalf ) Case No. 5 of themselves and all others ) 2014 CH 00829 similarly situated, ) 6 ) Plaintiffs, )

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 7 ) vs. ) 8 ) CME GROUP, INC., a Delaware ) 9 Corporation; THE BOARD OF ) TRADE OF THE CITY OF ) 10 CHICAGO, INC., a Delaware ) Corporation, ) 11 ) Defendants. ) 12 13 14 VIDEOTAPED 30(b)(6) DEPOSITION OF CME GROUP BY 15 DEBRA KOKAL 16 Chicago, Illinois 17 Thursday, October 24, 2019 18 19 20 21 22 23 24 Reported by: 25 JENNIFER L. BERNIER, CSR, RPR, CRR

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Page 73 1 DEBRA KOKAL 2 A. I don't know what else is on these 3 pages or was in the e-mail attachments. 4 Q. What would be the effect of lowering 5 the proprietary interest equity ownership 6 requirement from 500K to 250K? 7 A. What do you mean by "effect"? 8 Q. Would that allow more traders at a FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 proprietary trading firm to qualify for member 10 rates on their trades for the firm account? 11 A. It wouldn't allow more traders to 12 qualify to get to trade at member firm rates. 13 It may allow more -- it may allow them, in this 14 type of -- type of trader type, right? But the 15 number of traders, there is no limit on them to 16 trade the prop account, so it's not going to 17 increase the number. 18 Q. As long as a trader had the 19 requisite 250,000 proprietary interest or 20 equity ownership, they'd be able to trade and 21 get member rates on the firm account; that's 22 right? 23 A. They can -- 24 MS. LAPE: Objection. 25 A. They can -- they can qualify to

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Page 144 1 DEBRA KOKAL 2 A. No, as long as it's conducted, 3 right, in accordance with the fee policy 4 bulletin. 5 THE REPORTER: Was there an 6 objection? I couldn't hear. 7 MS. LAPE: It's okay. I wanted to 8 make sure we were still talking about FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 corporate accounts to keep our questions 10 clean. 11 Q. And can multiple traders operate a 12 single ATS? 13 MS. LAPE: Objection. Can you just 14 be specific on what type of -- are we 15 talking about corporate member firms for 16 all of these questions? Are we talking 17 about individual? 18 Q. Assume corporate member, unless I 19 say otherwise. 20 A. Okay. I'm sorry. So the question 21 was? 22 Q. So for corporate memberships, can 23 multiple traders operate a single ATS? 24 A. I think of an ATS being a nontrader, 25 a noncomputer person, right? There's a lot of

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Page 145 1 DEBRA KOKAL 2 different people -- 3 Q. Mm-hmm. 4 A. -- that are involved in the ATS. So 5 you could have multiple people, right? There 6 is a programmer, right? There is somebody who 7 is monitoring it. There is somebody who is 8 deciding on the inputs to it. There is FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 probably somebody monitoring -- I don't know 10 what it really means -- latency and, you know, 11 making sure that all of the connections are 12 there and stuff like that. 13 And that's why it's considered like 14 a team that is working together, and there is 15 no limit on how many people can be on that team 16 that's running an ATS. 17 (Deposition Exhibit 347, Document 18 beginning Bates CME-LANGER-0404401, was 19 marked for identification.) 20 Q. I'm handing you what's marked 347. 21 This is an e-mail from Suzanne Moss, who looks 22 to be a senior exchange fee analyst. 23 A. Okay. 24 Q. To some it looks to be like non-CME 25 folks about an ATS operator ID.

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Page 146 1 DEBRA KOKAL 2 So she writes, "Dave/Karen, per our 3 phone conversation, updating a Globex user ID 4 on the exchange fee system for an individual 5 member trading his own individual account from 6 a manual trader to an ATS designation will not 7 have an impact on the clearing and exchange 8 fees assessed to his account." FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 Can you describe, in more laymen's 10 terms, the situations she's referring to? 11 A. Just reading this sentence? 12 Q. Yeah. How about we take it piece by 13 piece? 14 A. All right. 15 Q. So "updating Globex user ID on the 16 exchange fee system," what does that -- what 17 does that mean? 18 A. Kind of what it says, "Updating a 19 Globex user ID on the exchange fee system." 20 Q. What's the exchange fee system? 21 A. It's the exchange fee system. I 22 know it's probably defined in a footnote. It's 23 the -- so you register accounts, you register 24 traders in the exchange fee system in order to 25 get discounted rates, discounted or equity

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Page 190 1 DEBRA KOKAL 2 C E R T I F I C A T E 3 STATE OF ILLINOIS ) )SS. 4 COUNTY OF COOK ) 5

6 I, Jennifer L. Bernier, Notary 7 Public within and for the State of Illinois, do

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 8 hereby certify: 9 That DEBRA KOKAL, the witness whose 10 deposition is hereinbefore set forth, was duly 11 sworn by me and that such deposition is a true 12 record of the testimony given by such witness. 13 I further certify that I am not 14 related to any of the parties to this action by 15 blood or marriage; and that I am in no way 16 interested in the outcome of this matter. 17 IN WITNESS WHEREOF, I have hereunto 18 set my hand this 4th day of November, 2019. 19

20 ______21 JENNIFER L. BERNIER, CSR, RPR, CRR 22

23 CSR No. 084-004190 24

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Page 1 1 STATE OF ILLINOIS) 2 COUNTY OF C O O K) 3 4 IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS 5 COUNTY DEPARTMENT-FIRST DISTRICT 6 7 SHELDON LANGER ) ) 8 PLAINTIFFS, )

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 ) 9 VS. ) ) 10 CME GROUP, ) ) 11 DEFENDANT, ) 12

13 14 REPORT OF PROCEEDINGS held before the 15 HONORABLE JUDGE GAMWRATH, taken in the above-entitled 16 cause before GWENDOLYN BEDFORD, a Certified Shorthand 17 Reporter within and for the County of Cook, State of 18 Illinois, taken at the RICHARD J. Daley Center, 50 West 19 Washington Street, Room 2506, Chicago, Illinois held 20 on the 2nd day of October, 2017 at the hour of 21 1 o'clock p.m. pursuant to notice. 22

24 25 Job No. 131234

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Page 44 1 they are saying. 2 So again, I'm at the point of my argument 3 where I hope I've convinced you that they don't have a 4 right to invest in this product, access to Globex. 5 They never did. They don't have the right to exclusive 6 access of core rights. But now what they are saying is 7 that by building the Aurora Data Center, which was 8 built by a public company. They didn't put any money FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 into it. The public company built the Data Center. By 10 moving, again their allegation, by moving Globex to the 11 Aurora Data Center what we've created was a trading 12 center. They are the only people who could be in the 13 Data Center and therefore they now have the best and 14 most proximate access to Globex. 15 And I think what they say, it is not 16 entirely clear. If you take the pit analogy, the only 17 people who can execute trades in the pits are the 18 members. And so I think what they are saying is they 19 have the exclusive access to Globex. Globex sits in 20 the Data Center. We are the only people allowed in the 21 Data Center. Everybody has to come through us. 22 Judge, again this idea that the Data 23 Center is a trading floor is nothing but a back door to 24 trying to get at rights that are not covered by their 25 existing core rights.

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Page 128 1 STATE OF ILLINOIS ) 2 ) 3 COUNTY OF C O O K )

5 C E R T I F I C A T E

7 The within and foregoing hearing was taken 8 before GWENDOLYN BEDFORD, Certified Shorthand Reporter

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 9 in the City of Chicago, County of Cook and State of 10 Illinois, and there were present at the hearing Counsel 11 as previously set forth. 12 The undersigned is not interested in the 13 within case, nor of kin or counsel to any of the 14 parties. 15 IN TESTIMONY WHEREOF, I have hereunto set my 16 hand this 14th day of October 2017.

18 ______GWENDOLYN BEDFORD, C.S.R. 19 No. 084-003700

TSG Reporting - Worldwide 877-702-9580 191

EXHIBIT 25 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 192

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CME GROUP INC. CME Group Inc. (hereinafter referred to as the “Corporation”), which was originally incorporated in the State of Delaware on August 2, 2001 under the name Chicago Mercantile Exchange Holdings Inc., hereby certifies that this Third Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware. This Third Amended and Restated Certificate of Incorporation amends, restates and integrates the provisions of the Corporation’s second amended and restated certificate of incorporation as hereby amended. The text of the second amended and restated certificate of incorporation as heretofore amended is hereby restated to read in its entirety as follows: ARTICLE ONE: The name of the corporation is CME Group Inc. ARTICLE TWO: The address of the corporation’s registered office in the State of Delaware is

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the corporation’s registered agent at such address is The Corporation Trust Company. ARTICLE THREE: The purpose of the corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as set forth in Title 8 of the Delaware Code (the “DGCL”). ARTICLE FOUR: The total number of shares of all classes of capital stock that the corporation is authorized to issue is 1,010,003,138 shares, of which: 10,000,000 shares shall be shares of Preferred Stock, par value $.01 per share (the “Preferred Stock”), including 140,000 authorized shares of Series A Junior Participating Preferred Stock (the “Series A Junior Participating Preferred Stock”); 1,000,000,000 shares shall be shares of Class A Common Stock, par value $.01 per share (the “Class A Common Stock”); 625 shares shall be shares of Class B-1 Common Stock, par value $.01 per share (the “Class B-1 Common Stock”); 813 shares shall be shares of Class B-2 Common Stock, par value $.01 per share (the “Class B-2 Common Stock”); 1,287 shares shall be shares of Class B-3 Common Stock, par value $.01 per share (the “Class B-3 Common Stock”); and 413 shares shall be shares of Class B-4 Common Stock, par value $.01 per share (the “Class B-4 Common Stock”).

The term “Class B Common Stock” shall mean, collectively, Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common Stock and Class B-4 Common Stock. The term “Common Stock” shall mean, collectively, the Class A Common Stock and the Class B Common Stock. The designations, voting powers, optional or other special rights and the qualifications, limitations or restrictions thereof, of the above classes shall be as follows:

DIVISION A PREFERRED STOCK The rights, preferences and privileges and qualifications, limitations and restrictions granted to and imposed on the shares of Preferred Stock of the corporation shall be as set forth below in this Division A. Shares of Preferred Stock may be issued in one or more series at such time or times, and for such consideration or considerations, as the board of directors shall determine. The board of directors is hereby authorized to fix, state and establish, in the resolution or resolutions providing for the issuance of any wholly unissued series of Preferred Stock, the relative powers, rights, designations, preferences, qualifications, limitations 193

and restrictions of such series in relation to any other series of Preferred Stock at the time outstanding. The board of directors is also expressly authorized to fix the number of shares of each such series, but not below the number of shares thereof then outstanding. The authority of the board of directors with respect to each series of Preferred Stock shall include (without limitation) the determination of the following: (a) the dividend rate on the shares of such series, whether dividends shall be cumulative, and, if so, from which date or dates, and the rights of priority, if any, with respect to the payment of dividends on the shares of such series relative to other series of Preferred Stock or classes of stock; (b) whether the shares of such series shall have voting rights (other than the voting rights provided by law) and, if so, the terms and extent of such voting rights; (c) whether the shares of such series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate upon the occurrence of such events as the board of directors may prescribe; (d) whether the shares of such series shall be subject to redemption by the corporation or at the request of the holder(s) thereof, and, if so, the terms and conditions of any such redemption; (e) the rights of the shares of such series in the event of voluntary or involuntary liquidation,

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 dissolution or winding up of the corporation, and the rights of priority, if any, with respect to the distribution of assets on the shares of such series relative to other series of Preferred Stock or classes of stock; and

(f) any other preferences, privileges and powers, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of such series, as the board of directors may deem advisable and as shall not be inconsistent with the provisions of this Certificate of Incorporation, as the same may be amended from time to time. * * * * Pursuant to the above stated authority, the board of directors has designated the following series of Preferred Stock: SECTION 1. DESIGNATION AND AMOUNT. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” and the number of shares constituting such series shall be 140,000. SECTION 2. DIVIDENDS AND DISTRIBUTIONS. (a) The holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the board of directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (x) $.01 or (y) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Class A Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Class A Common Stock, since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the corporation shall at any time after the date of consummation of the merger of CME Merger Subsidiary Inc. with and into the Exchange (as defined below) (the “Rights Declaration Date”) (i) declare any dividend on Class A Common Stock payable in shares of Class A Common Stock, (ii) subdivide the outstanding Class A Common Stock, or (iii) combine the outstanding Class A Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (y) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event. 194

(b) The corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in Paragraph (a) above immediately after it declares a dividend or distribution on the Class A Common Stock (other than a dividend payable in shares of Class A Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Class A Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $.01 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The board of directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof. SECTION 3. VOTING RIGHTS. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (a) Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the corporation. In the event the corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Class A Common Stock payable in shares of Class A Common Stock, (ii) subdivide the outstanding Class A Common Stock, or (iii) combine the outstanding Class A Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event. (b) Except as otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of Class A Common Stock and Class B Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the corporation.

(c) (i) If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Series A Junior Participating Preferred Stock) with dividends in arrears in an amount equal to six quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two directors. (ii) During any default period, such voting right of the holders of Series A Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to Paragraph (c)(iii) of this Section 3 or at any annual meeting of shareholders, and thereafter at annual meetings of shareholders, provided that such voting right shall not be exercised unless the holders of 10% in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, 195

voting as a class, to elect directors to fill such vacancies, if any, in the board of directors as may then exist up to two directors or, if such right is exercised at an annual meeting, to elect two directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect directors in any default period and during the continuance of such period, the number of directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Junior Participating Preferred Stock. (iii) Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect directors, the board of directors may order, or any shareholder or shareholders owning in the aggregate not less than 10% of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board, the President, any Managing Director or the Secretary of the corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this Paragraph (c)(iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him or her at his or her last address as the same appears on the books of the corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any shareholder or shareholders owning in the aggregate not less than 10% of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this Paragraph (c)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the shareholders.

(iv) In any default period, the holders of Common Stock, and other classes of stock of the corporation if applicable, shall continue to be entitled to elect the whole number of directors until the holders of Preferred Stock shall have exercised their right to elect two directors voting as a class, after the exercise of which right (x) the directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the board of directors may (except as provided in Paragraph (c)(ii) of this Section 3) be filled by vote of a majority of the remaining directors theretofore elected by the holders of the class of stock which elected the director whose office shall have become vacant. References in this Paragraph (c) to directors elected by the holders of a particular class of stock shall include directors elected by such directors to fill vacancies as provided in clause (y) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect directors shall cease, (y) the term of any directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of directors shall be such number as may be provided for in the certificate of incorporation or bylaws irrespective of any increase made pursuant to the provisions of Paragraph (c)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the certificate of incorporation or bylaws). Any vacancies in the board of directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining directors. (d) Except as set forth herein, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. SECTION 4. CERTAIN RESTRICTIONS. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the corporation shall not: (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock; 196

(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the board of directors) to all holders of such shares upon such terms as the board of directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 (b) The corporation shall not permit any subsidiary of the corporation to purchase or otherwise acquire for consideration any shares of stock of the corporation unless the corporation could, under Paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. SECTION 5. REACQUIRED SHARES. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the board of directors, subject to the conditions and restrictions on issuance set forth herein. SECTION 6. LIQUIDATION, DISSOLUTION OR WINDING UP. (a) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to 1,000 times the Exercise Price, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in Paragraph (c) of this Section 6 to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of both classes of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. (b) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of both classes of Common Stock. (c) In the event the corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Class A Common Stock payable in shares of Class A Common Stock, (ii) subdivide the outstanding 197

Class A Common Stock, or (iii) combine the outstanding Class A Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event. SECTION 7. CONSOLIDATION, MERGER, ETC. In case the corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Class A Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Class A Common Stock is changed or exchanged. In the event the corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Class A Common Stock payable in shares of Class A Common Stock, (ii) subdivide the outstanding Class A Common Stock, or (iii) combine the outstanding Class A Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the FILED DATE: 12/16/2019 4:01 PM 2014ch00829 numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event.

SECTION 8. NO REDEMPTION. The shares of Series A Junior Participating Preferred Stock shall not be redeemable. SECTION 9. AMENDMENT. The Certificate of Incorporation of the corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class. SECTION 10. FRACTIONAL SHARES. Series A Junior Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holders fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock. * * * *

DIVISION B COMMON STOCK SUBDIVISION 1. GENERAL PROVISIONS The rights, preferences and privileges, and qualifications, limitations and restrictions granted to and imposed on the classes of Common Stock shall be as set forth in this Division B. SECTION 1. DEFINITIONS. In addition to the terms defined elsewhere, the following terms shall have the respective meanings set forth below: “Core Rights” shall mean: (1) the divisional product allocation rules applicable to each membership class as set forth in the rules of the Exchange; (2) the trading floor access rights and privileges granted to members of the Exchange; (3) the number of authorized and issued shares of any class of Class B Common Stock; or (4) the eligibility requirements for any Person to exercise any of the trading rights or privileges of members in the Exchange. 198

“Exchange” shall mean Chicago Mercantile Exchange Inc., a subsidiary of the corporation. “Person” shall mean any individual, corporation, partnership, trust or other entity. “CBOT” shall mean Board of Trade of the City of Chicago, Inc., a subsidiary of the corporation. A “Transfer” (and the related term “Transferred”) shall mean any sale, pledge, gift, assignment or other transfer of any ownership in any share of Class B Common Stock. SECTION 2. GENERAL. Except as otherwise set forth in this Division B, the relative powers, preferences and participating, optional or other special rights, and the qualifications, limitations or restrictions of each class of Common Stock shall be identical in all respects. SECTION 3. DIVIDENDS. Subject to the rights of the holders of Preferred Stock, holders of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock of any corporation or property of the corporation as may be declared thereon by the board of directors from time to time out of assets or funds of the corporation legally available therefore, and shall share equally on a per share basis in all such dividends and other distributions. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 SECTION 4. VOTING RIGHTS. Subject to the rights of holders of Class B Common Stock set forth in this Division B, at every meeting of the shareholders of the corporation in connection with the election of Equity Directors (as defined below) and all other matters submitted to a vote of shareholders, every holder of Common Stock shall be entitled to one vote in person or by proxy for each share of Common Stock registered in his or her name on the transfer books of the corporation. Except as otherwise required by law or by this Division B, the holders of each class of Common Stock shall vote together as a single class, subject to any right that may be conferred upon holders of Preferred Stock to vote together with holders of Common Stock on all matters submitted to a vote of shareholders of the corporation. SECTION 5. LIQUIDATION RIGHTS. Upon the liquidation, dissolution or winding up of the corporation, holders of Common Stock shall be entitled to receive any amounts available for distribution to holders of Common Stock after the payment of, or provision for, obligations of the corporation and any preferential amounts payable to holders of any outstanding shares of Preferred Stock.

SUBDIVISION 2. CLASS B COMMON STOCK In addition to the rights, preferences and privileges, and qualifications, limitations and restrictions granted to and imposed on the shares of Class B Common Stock of the corporation as set forth in Subdivision 1 of this Division B, the rights, preferences and privileges, and qualifications, limitations and restrictions granted to and imposed on the shares of Class B Common Stock of the corporation shall be as set forth in this Subdivision 2 of this Division B. SECTION 1. SPECIAL VOTING RIGHTS. In addition to the voting rights set forth in Subdivision 1 of this Division B, the holders of shares of Class B Common Stock shall, subject to Paragraph (c) of this Section 1, have the following additional voting rights: (a) ELECTION OF CLASS B DIRECTORS. Subject to and in accordance with Article Five, Holders of shares of Class B-1 Common Stock shall have the sole right to elect three directors to the corporation’s board of directors (the “Class B-1 Directors”), and each holder of Class B-1 Common Stock shall have one vote per share in any such election. Holders of shares of Class B-2 Common Stock shall have the sole right to elect two directors to the corporation’s board of directors (the “Class B-2 Directors”), and each holder of Class B-2 Common Stock shall have one vote per share in any such election. Holders of shares of Class B-3 Common Stock shall have the sole right to elect one director to the corporation’s board of directors (the “Class B-3 Director” and together with the Class B-1 Directors and Class B-2 Directors, the “Class B Directors”), and each holder of Class B-3 Common Stock shall have one vote per share in any such election. (b) CORE RIGHTS. Any change, amendment or modification of the Core Rights or of the terms of Section 3 of this Subdivision 2 shall be submitted to a vote of the holders of the Class B Common Stock for their 199

consideration and approval. In any such vote, holders of Class B-1 Common Stock shall be entitled to six votes for each share of Class B-1 Common Stock held, holders of Class B-2 Common Stock shall be entitled to two votes for each share of Class B-2 Common Stock held, holders of Class B-3 Common Stock shall be entitled to one vote for each share of Class B-3 Common Stock held and holders of Class B-4 Common Stock shall be entitled to one-sixth of one vote for each share of Class B-4 Common Stock held. Any such change, amendment or modification must be approved by a majority of the aggregate votes cast by the holders of the Class B Common Stock present (in person or by proxy) and voting at the meeting of holders of Class B Common Stock called for the purpose of voting on the proposed change, amendment or modification; provided that holders of at least a majority of the aggregate number of votes entitled to vote on the matter shall be present, in person or by proxy, at such meeting. The absence of a quorum of the holders of Common Stock shall not effect the exercise by the holders of Class B Common Stock of the voting rights granted pursuant to this Paragraph (b). (c) LIMITATION ON VOTING RIGHTS. Notwithstanding anything to the contrary contained in this Section 1 of this Subdivision 2, for so long as any Person or group of Persons acting in concert beneficially own (as defined below) 15% or more of the outstanding shares of any class of Class B Common Stock, then in any election of directors elected by that class or other exercise of voting rights with respect to Core Rights or with respect to the election or removal of directors elected by that class, such Person or group shall only be entitled to vote (or otherwise exercise voting rights with respect to) a number of shares of that class of Class B Common Stock

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 that constitutes a percentage of the total number of shares of that class of Class B Common Stock then outstanding which is less than or equal to such Person or group’s Entitled Voting Percentage (as defined below). For the purposes hereof, a Person or group’s “Entitled Voting Percentage” at any time shall mean the percentage of the then outstanding shares of Class A Common Stock in the aggregate, beneficially owned by such Person or group at such time. For purposes of this Paragraph (c), a “beneficial owner” of Common Stock includes any Person or group of Persons who, directly or indirectly, including through any contract, arrangement, understanding, relationship or otherwise, written or oral, formal or informal, control the voting power (which includes the power to vote or to direct the voting) of such Common Stock. SECTION 2. LIMITATION ON OWNERSHIP AND TRANSFER RESTRICTIONS. (a) Shares of Class B Common Stock may not be Transferred at any time except as follows and subject to the following limitations: (i) No person may own a share of Class B-1 Common Stock unless that person is recognized on the books and records of the Exchange as the owner of a CME Division membership (“CME Membership”) in the Exchange as governed by the rules of the Exchange; provided that each holder shall not be permitted to own more than one share of Class B-1 Common Stock for each CME Membership; (ii) No person may own a share of Class B-2 Common Stock unless that person is recognized on the books and records of the Exchange as the owner of an International Monetary Market Division membership (“IMM Membership”) in the Exchange as governed by the rules of the Exchange; provided that each holder shall not be permitted to own more than one share of Class B-2 Common Stock for each IMM Membership; (iii) No person may own a share of Class B-3 Common Stock unless that person is recognized on the books and records of the Exchange as the owner of an Index and Option Market Division membership (“IOM Membership”) in the Exchange as governed by the rules of the Exchange; provided that each holder shall not be permitted to own more than one share of Class B-3 Common Stock for each IOM Membership; (iv) No person may own a share of Class B-4 Common Stock unless that person is recognized on the books and records of the Exchange as an owner of a Growth and Emerging Markets Division membership (“GEM Membership”) as governed by the rules of the Exchange; provided that each holder shall not be permitted to own more than one share of Class B-4 Common Stock for each GEM Membership; (b) No share of Class B-1 Common Stock may be Transferred other than in connection with the Transfer of a CME Membership made in accordance with the rules of the Exchange; provided that no more than one share of Class B-1 Common Stock may be Transferred with a CME Membership;

(c) No share of Class B-2 Common Stock may be Transferred other than in connection with the Transfer of an IMM Membership made in accordance with the rules of the Exchange; provided that no more than one share of Class B-2 Common Stock may be Transferred with an IMM Membership; 200

(d) No share of Class B-3 Common Stock may be Transferred other than in connection with the Transfer of an IOM Membership made in accordance with the rules of the Exchange; provided that no more than one share of Class B-3 Common Stock may be Transferred with an IOM Membership; (e) No share of Class B-4 Common Stock may be Transferred other than in connection with the Transfer of a GEM Membership made in accordance with the rules of the Exchange; provided that no more than one share of Class B-4 Common Stock may be Transferred with a GEM Membership; (f) Every certificate for shares of Class B-1 Common Stock, Class B-2 Common Stock, Class B- 3 Common Stock and Class B-4 Common Stock shall bear a legend on its face reading as follows: “The shares of Common Stock represented by this certificate may not be Transferred to any person in connection with a Transfer that does not meet the rules of the Exchange or the terms of the Certificate of Incorporation of this corporation until the transfer restrictions applicable to the shares represented by this certificate expire, and no person who receives the shares represented by this certificate in connection with a Transfer that does not satisfy the rules of the Exchange or the terms of the Certificate of Incorporation of this corporation prior to such time is entitled to own or to be registered as the record holder of the shares of Common Stock represented by this certificate. Each holder of this certificate, by accepting the certificate, accepts and agrees to all of the foregoing.” FILED DATE: 12/16/2019 4:01 PM 2014ch00829 (g) Except as permitted by this Section 2 of this Subdivision 2, any proposed Transfer of shares of Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common Stock or Class B-4 Common Stock shall be void. SECTION 3. COMMITMENT TO MAINTAIN FLOOR TRADING. The corporation shall cause the Exchange, (i) as long as an open outcry market is liquid (as defined below), to maintain for such open outcry market a facility for conducting business, for the dissemination of price information, for clearing and delivery and (ii) to provide reasonable financial support (consistent with the calendar year 1999 budget levels established by Chicago Mercantile Exchange, an Illinois not-for-profit corporation, the predecessor of the Exchange) for technology, marketing and research for open outcry markets. If an open outcry market is not liquid, as determined by the board of directors, the board may determine, in its sole discretion, whether such obligations will continue, and for how long, in respect of such market. For purposes of this Section, an open outcry market will be deemed “liquid” if it meets any of the following tests on a quarterly basis: (a) if a comparable exchange-traded product exists, including electronic trading at the Exchange, the Exchange’s open outcry market has maintained at least 30% of the average daily volume of such comparable product (including, for calculation purposes, volume from exchange-for-physical transactions in such open outcry market); or

(b) if a comparable exchange-traded product exists and the product trades exclusively by open outcry at the Exchange, the Exchange’s open outcry market has maintained at least 30% of the open interest of such comparable product; or (c) if no comparable exchange-traded product exists, the open outcry market has maintained at least 40% of the average quarterly volume in that market during 1999 at Chicago Mercantile Exchange, an Illinois not-for-profit corporation, the predecessor of the Exchange (including, for calculation purposes, volume from exchange-for-physical transactions in such open outcry market); or (d) if no comparable exchange-traded product exists and the product trades exclusively by open outcry, the open outcry market has maintained at least 40% of the average open interest in that market during 1999 at Chicago Mercantile Exchange, an Illinois not-for-profit corporation, the predecessor of the Exchange. ARTICLE FIVE: (A) Subject to Article Four, Division B, Subdivision 2, Section 1(a) of this Certificate of Incorporation and Article X of the bylaws of the corporation, the number of directors that shall constitute the whole board of directors of the corporation shall be fixed exclusively by one or more resolutions adopted by the board of directors of the corporation, which number shall be no more than 33. As of the time of acceptance by the Delaware Secretary of State of the filing of this Third Amended and Restated Certificate of Incorporation (the “Effective Time”), the board of directors of the corporation shall consist of 33 members, including 27 directors that are not 201

Class B Directors (the “Equity Directors”), three Class B-1 Directors, two Class B-2 Directors and one Class B-3 Director. Until the annual meeting of shareholders to be held in 2012 (the “2012 Annual Meeting”), at least ten Equity Directors shall be CBOT Directors. During the period from the Effective Time to the first business day prior to the 2012 Annual Meeting (i) it shall be a qualification for any director to be nominated or elected by the board of directors to replace any CME Director (whose term is expiring or has expired or who shall have been removed or become disqualified or who shall have resigned, retired, died or otherwise shall fail to continue to serve as a director of the corporation) that such replacement director shall have been designated by the CME Nominating Representatives and (ii) it shall be a qualification for any director to be nominated or elected by the board of directors to replace any CBOT Director (whose term is expiring or has expired or who shall have been removed or become disqualified or who shall have resigned, retired, died or otherwise shall fail to continue to serve as a director of the corporation) that such replacement director shall have been designated by the CBOT Nominating Representatives. For purposes of this Certificate of Incorporation, the terms “CME Director,” “CME Nominating Representatives,” “CBOT Director” and “CBOT Nominating Representatives” shall have the respective meanings set forth in the corporation’s bylaws as in effect at the Effective Time.

(B) The board of directors of the corporation shall be divided into three classes, designated Class I, Class II and Class III. Each class of directors shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire board of directors of the corporation. At the first annual meeting of

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 shareholders following the Effective Time, the term of office of the Class II directors shall expire. At the second annual meeting of shareholders following the Effective Time, the term of office of the Class III directors shall expire. At the third annual meeting of shareholders following the Effective Time, the term of office of the Class I directors shall expire. (C) At each annual meeting of shareholders, successors to the class of directors whose terms expire at that annual meeting shall be elected for a three-year term. (D) A director shall hold office until the annual meeting of shareholders for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. (E) Subject to the provisions of Article X of the bylaws of the corporation during the Transition Period (as such term is defined in the bylaws in effect as of the Effective Time) and Paragraph (A) of this Article Five, any vacancy on the board of directors of the corporation may be filled by a majority of the board of directors then in office and any director elected to fill such a vacancy shall have the same remaining term as that of his or her predecessor; PROVIDED, HOWEVER, that any vacancy occurring with respect to a Class B-1 Director, a Class B-2 Director or a Class B-3 Director shall be filled from the candidates who lost for such position from the most recent election, with the candidates being selected to fill such vacancy in the order of the aggregate number of votes received in such previous election. (F) No person shall be eligible for election as a Class B-1 Director, a Class B-2 Director or a Class B-3 Director unless he or she shall own, or be recognized as the owner for the purposes of the Exchange of, at least one share of the class of Class B Common Stock entitled to elect such director. (G) Any director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the shares entitled to elect such person as a director. (H) During the period starting on the Effective Time and ending on the first business day prior to the 2012 Annual Meeting, the corporation shall not amend, modify or repeal, by merger or otherwise, any provision contained in this Article Five or Article Fifteen unless such amendment, modification or repeal is approved by a majority of the board of directors then in office, which majority must include a majority of the CME Directors and a majority of the CBOT Directors. ARTICLE SIX: The board of directors is hereby authorized to create and issue, whether or not in connection with the issuance and sale of any of its stock or other securities or property, rights entitling the holders thereof to purchase from the corporation shares of Preferred Stock, Class A Common Stock or securities of any other corporation. The times at which and the terms upon which such rights are to be issued will be determined by the board of directors and set forth in the contracts or instruments that evidence such rights. The authority of the board of directors with respect to such rights shall include, without limitation, determination of the following: 202

(A) The initial purchase price per share or other unit of the stock or other securities or property to be purchased upon exercise of such rights; (B) Provisions relating to the times at which and the circumstances under which such rights may be exercised or sold or otherwise transferred, either together with or separately from, any other stock or other securities of the corporation; (C) Provisions which adjust the number or exercise price of such rights or amount or nature of the stock or other securities or property receivable upon exercise of such rights in the event of a combination, split or recapitalization of any stock of the corporation, a change in ownership of the corporation’s stock or other securities or a reorganization, merger, consolidation, sale of assets or other occurrence relating to the corporation or any stock of the corporation, and provisions restricting the ability of the corporation to enter into any such transaction absent an assumption by the other party or parties thereto of the obligations of the corporation under such rights; (D) Provisions which deny the holder of a specified percentage of the outstanding stock or other securities of the corporation the right to exercise such rights and/or cause the rights held by such holder to become void; (E) Provisions which permit the corporation to redeem or to exchange such rights; and

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 (F) The appointment of a rights agent with respect to such rights. ARTICLE SEVEN: (A) In furtherance of and not in limitation of the powers conferred by law, subject to the provisions of Article X of the bylaws of the corporation, the board of directors is expressly authorized and empowered to adopt, amend or repeal the bylaws; PROVIDED, HOWEVER, that the bylaws may also be altered, amended or repealed by the affirmative vote of the holders of two-thirds of the voting power of the then outstanding Common Stock, voting together as a single class. (B) Unless and except to the extent that the bylaws of the corporation shall so require, the election of directors of the corporation need not be by written ballot. ARTICLE EIGHT: No shareholder shall have any preemptive right to subscribe to an additional issue of any class or series of the corporation’s capital stock or to any securities of the corporation convertible into such stock. ARTICLE NINE: Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of at least two-thirds of the voting power of the then outstanding Common Stock, voting together as a single class, shall be required to amend, repeal or adopt any provisions inconsistent with Paragraph (G) of Article Five or Articles Six, Nine, Ten, Eleven, Twelve, Thirteen, Fourteen or Fifteen of this Certificate of Incorporation. ARTICLE TEN: No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Any amendment or repeal of this Article by the shareholders shall not adversely affect any right or protection of a director of the corporation existing hereunder in respect of any act or omission occurring prior to such amendment or repeal. ARTICLE ELEVEN: The corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; PROVIDED, HOWEVER, that, except for proceedings to enforce rights to indemnification, the corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the board of directors. The right to indemnification conferred by this Article Eleven shall include the right to be paid by the corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. 203

The corporation may, to the extent authorized from time to time by the board of directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the corporation similar to those conferred in this Article Eleven to directors and officers of the corporation. The rights to indemnification and to the advance of expenses conferred in this Article Eleven shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the bylaws of the corporation, any statute, agreement, vote of shareholders or disinterested directors or otherwise. Any repeal or modification of this Article Eleven by the shareholders of the corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification. ARTICLE TWELVE: In furtherance and not in limitation of the powers conferred by law or in this Certificate of Incorporation, the board of directors (and any committee of the board of directors) is expressly authorized, to the extent permitted by law, to take such action or actions as the board of directors or such committee may determine to be reasonably necessary or desirable to (A) encourage any person to enter into negotiations with the board of directors and management of the corporation with respect to any transaction which may result in a FILED DATE: 12/16/2019 4:01 PM 2014ch00829 change in control of the corporation which is proposed or initiated by such Person or (B) contest or oppose any such transaction which the board of directors or such committee determines to be unfair, abusive or otherwise undesirable with respect to the corporation and its business, assets or properties or the shareholders of the corporation, including, without limitation, the adoption of such plans or the issuance of such rights, options, capital stock, notes, debentures or other evidences of indebtedness or other securities of the corporation, which rights, options, capital stock, notes, debentures or other evidences of indebtedness and other securities (i) may be exchangeable for or convertible into cash or other securities on such terms and conditions as may be determined by the board of directors or such committee and (ii) may provide for the treatment of any holder or class of holders thereof designated by the board of directors or any such committee in respect of the terms, conditions, provisions and rights of such securities which is different from, and unequal to, the terms, conditions, provisions and rights applicable to all other holders thereof. ARTICLE THIRTEEN: No action required to, or which may, be taken at an annual or special meeting of shareholders of the corporation may be taken without a meeting, and the power of the shareholders of the corporation to act by written consent, whether pursuant to Section 228 of the DGCL or otherwise, is specifically denied. ARTICLE FOURTEEN: Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by this Certificate of Incorporation, may be called by the Chairman of the Board, in his discretion, and shall be called by the Chairman of the Board or the Secretary at the request in writing of a majority of the directors then holding office. Any such written request shall state the purpose or purposes of the proposed meeting. ARTICLE FIFTEEN: The corporation shall, and shall cause each of the Exchange and CBOT and their respective successors and successors-in-interest to, (i) grant to each holder of a CME Membership and each holder of a Series B-1 membership in CBOT all trading rights and privileges for all new products first made available after the effective time of the merger of CBOT Holdings, Inc. with and into the corporation, pursuant to that certain Agreement and Plan of Merger, dated as of October 17, 2006, as amended, among the corporation, CBOT Holdings, Inc. and the CBOT (the “Merger Effective Time”) and traded on the open outcry exchange system of the Exchange or CBOT or any electronic trading system maintained by the Exchange or CBOT or any of their respective successors or successors-in-interest; (ii) prohibit the Exchange and any of its successors or successors-in- interest from trading products that, as of the Merger Effective Time, were traded on CBOT’s open outcry exchange system or any electronic trading system maintained by CBOT; and (iii) prohibit CBOT and any of its successors or successors-in-interest from trading products that, as of the Merger Effective Time, were traded on the Exchange’s open outcry exchange system or any electronic trading system maintained by the Exchange. The board of directors of the corporation shall, and shall cause the Exchange and CBOT to, enforce these requirements. Other members of CBOT shall have such trading rights and privileges for new products first made available after the Merger Effective Time and traded on the open outcry exchange system of the Exchange or CBOT or any electronic trading system maintained by the Exchange or CBOT or any of their respective successors or successors-in-interests as determined by the board of directors of the corporation in its sole discretion. 204

EXHIBIT 26 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 205

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BOARD OF TRADE OF THE CITY OF CHICAGO, INC. (ORIGINALLY INCORPORATED IN THE STATE OF DELAWARE UNDER THE NAME DELAWARE CBOT, INC. ON MAY 12, 2000)

ARTICLE I NAME The name of the corporation is Board of Trade of the City of Chicago, Inc. (hereinafter referred to as the “Corporation”).

ARTICLE II REGISTERED AGENT

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, Delaware 19904. The name of the registered agent of the Corporation at such address is National Registered Agents, Inc.

ARTICLE III CORPORATE PURPOSES The nature of the business or purposes to be conducted or promoted by the Corporation are to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (as amended from time to time, the “DGCL”).

ARTICLE IV MEMBERSHIP A. General. The Corporation shall have no authority to issue capital stock. The terms and conditions of membership in the Corporation shall be as provided in or pursuant to this Certificate of Incorporation, the Bylaws of the Corporation (the “Bylaws”) and the Rules and Regulations of the Corporation as in effect from time to time (the “Rules”). B. Classes and Series of Membership. Membership in the Corporation shall be divided into classes and series as set forth in this Article IV. 1. Class A Membership. There shall be one Class A Membership in the Corporation (the “Class A Membership” and the holder thereof, the “Class A Member”), which Class A Membership shall be held by CME Group Inc., a Delaware corporation (“CME Group”). It shall be a term and condition of such Class A Membership that such membership may not be transferred to or held by any person or entity other than CME Group unless authorized by an amendment to this Section B(1) of Article IV. Except to the extent (if any) expressly provided herein or required by law, the Class A Member shall have the right to vote on any matter to be voted on by the members of the Corporation other than on those matters expressly reserved to the vote of the holders of Series B-1 Memberships and Series B-2 Memberships (each as defined in Section B(2) of this Article IV) and shall have the exclusive right to receive any dividend or other distribution (including upon liquidation, dissolution, winding-up or otherwise) to be declared, paid or distributed by the Corporation, and no other member of or class or series of membership in the Corporation shall be entitled to vote on any matter except as set forth in Section D(2) or Section E of this Article IV or Article IX of this Certificate of Incorporation, or to receive any such dividend or other distribution. 206

2. Class B Membership. (a) Class B Memberships in the Corporation (each a “Class B Membership” and the holder thereof, a “Class B Member”) shall represent the right to trade on and otherwise utilize the facilities of the Corporation in accordance with and to the extent permitted by this Certificate of Incorporation, the Bylaws and, to the extent not inconsistent with this Certificate of Incorporation, the Bylaws or the Rules. There shall be authorized three thousand six hundred eighty-one (3,681) Class B Memberships, which shall be divided into five (5) series (“Series”) as follows: 1,402 Series B-1 Memberships (each, a “Series B-1 Membership” and the holder thereof, a “Series B-1 Member”); 867 Series B-2 Memberships (each, a “Series B-2 Membership” and the holder thereof, a “Series B-2 Member”); 128 Series B-3 Memberships (each, a “Series B-3 Membership” and the holder thereof, a “Series B-3 Member”); 641 Series B-4 Memberships (each, a “Series B-4 Membership” and the holder thereof, a “Series B-4

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Member”); and 643 Series B-5 Memberships (each, a “Series B-5 Membership” and the holder thereof, a “Series B-5 Member”); (b) Notwithstanding Section B(2)(a) of this Article IV, the Corporation may issue additional authorized but unissued Series B-2 Memberships only in connection with the conversion of Series B-3 Memberships into Series B-2 Memberships pursuant to Section D(3) of this Article IV and no person may become or qualify as a Series B-2 Member at any time by acquiring a theretofore authorized but unissued Series B-2 Membership except as a result of such a conversion. (c) Class B Memberships shall have no right to receive any dividend or other distribution (including upon liquidation, dissolution, winding-up or otherwise) to be declared, paid or distributed by the Corporation. The respective rights and privileges of each Series of Class B Membership shall be as provided in or pursuant to this Certificate of Incorporation and the Bylaws. C. Class B Voting Rights. Except as otherwise expressly provided in this Certificate of Incorporation, the holders of Class B Memberships shall not be entitled to vote on any matter. On any matter on which the holders of Series B-1 Memberships and Series B-2 Memberships are entitled to vote together as a single class pursuant to this Certificate of Incorporation, each holder of Series B-1 Memberships shall be entitled to one (1) vote per such membership and each holder of Series B-2 Memberships shall be entitled to one-sixth (1/6) of one (1) vote per such membership.

D. Special Rights of Class B Membership. The holders of each Series of Class B Membership shall have the trading rights and other rights and privileges, and shall be subject to the restrictions, terms and conditions, set forth below. 1. Series Trading Rights. (a) Series B-1 Memberships. Each holder of a Series B-1 Membership who satisfies the qualifications for and requirements of Full Membership in the Corporation as set forth in the Rules shall be entitled to the rights and privileges of, and shall be subject to the restrictions, conditions and limitations on, a Full Member as set forth in this Certificate of Incorporation, the Bylaws and the Rules. Each holder of a Series B-1 Membership shall also be entitled to all trading rights and privileges for all new products first made available after the filing of this Certificate of Incorporation traded on the open outcry exchange system of the Corporation or Chicago Mercantile Exchange Inc. (“CME Exchange”) or any electronic trading system maintained by the Corporation or CME Exchange or any of their respective successors or successors-in- interest, and the Board of Directors of the Corporation shall enforce this requirement. (b) Series B-2 Memberships. Each holder of a Series B-2 Membership who satisfies the qualifications for and requirements of Associate Membership in the Corporation as set forth in the Rules shall be entitled to 207

the rights and privileges of, and shall be subject to the restrictions, conditions and limitations on, an Associate Member as set forth in this Certificate of Incorporation, the Bylaws and the Rules. (c) Series B-3 Memberships. (1) Each holder of a Series B-3 Membership who satisfies the qualifications for and requirements of being a holder of a one-half Associate Membership as set forth in clause (2) of Rule 296.00 of the Rules shall be entitled to the rights and privileges of, and subject to the restrictions, conditions and limitations on, a holder of a one-half Associate Membership as set forth in this Certificate of Incorporation, the Bylaws and the Rules. (2) Each holder of a Series B-3 Membership who satisfies the qualifications for and requirements of being a holder of a GIM Membership Interest in the Corporation as set forth in clause (1) of Rule 296.00 of the Rules shall be entitled to the rights and privileges of, and shall be subject to the restrictions, conditions and limitations on, a holder of a GIM Membership Interest as set forth in this Certificate of Incorporation, the Bylaws and the Rules. (d) Series B-4 Memberships. Each holder of a Series B-4 Membership who satisfies the qualifications for and requirements of being a holder of an IDEM Membership Interest in the Corporation as set forth in the Rules shall be entitled to the rights and privileges of, and shall be subject to the restrictions, conditions and limitations on, a holder of an IDEM Membership Interest as set forth in this Certificate of Incorporation, the FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Bylaws and the Rules. (e) Series B-5 Memberships. Each holder of a Series B-5 Membership who satisfies the qualifications for and requirements of being a holder of a COM Membership Interest in the Corporation as set forth in the Rules shall be entitled to the rights and privileges of, and shall be subject to the restrictions, conditions and limitations on, a holder of a COM Membership Interest as set forth in this Certificate of Incorporation, the Bylaws and the Rules. (f) In addition to the rights and privileges set forth above, except as otherwise provided in the Certificate of Incorporation, the Bylaws or the Rules, each holder of a Class B Membership of any Series shall be entitled to all trading rights and privileges with respect to those products that such holder is entitled to trade on the open outcry exchange system of the Corporation or any electronic trading system maintained by the Corporation or any of its successors or successors-in-interest. 2. Series B-1 Membership and B-2 Membership Voting Rights; Certain Covenants. (a) In addition to any approval of the Board of Directors of the Corporation required by this Certificate of Incorporation, the Bylaws or applicable law, the affirmative vote of the holders of a majority of the votes cast by the holders of Series B-1 Memberships and Series B-2 Memberships, voting together as a class based on their respective voting rights at any annual or special meeting of the Corporation, shall be required to adopt (subject to the immediately following sentence, by merger or otherwise) any amendment of, or any modification or repeal of any provisions contained in, Section B(2), Section C, Section D, Section E or Section F of Article IV or the second sentence of Article IX of this Certificate of Incorporation or, during the Transition Period (as defined in the bylaws of CME Group) Article VI. Notwithstanding the foregoing, the holders of Series B-1 Memberships and Series B-2 Memberships shall not be entitled to a vote on any merger, consolidation or reorganization of the Corporation that results, by operation of law or otherwise, in an amendment, modification or repeal of this Certificate of Incorporation so long as the rights and privileges of the holders of Series B-1 Memberships and Series B-2 Memberships set forth in Section B(2), Section C, Section D, Section E and Section F of Article IV and the second sentence of Article IX and, during the Transition Period, Article VI of this Certificate of Incorporation are preserved in the Certificate of Incorporation or other governing document of the surviving corporation of such transaction. (b) In addition to any approval of the Board of Directors of the Corporation required by this Certificate of Incorporation, the Bylaws or applicable law, the affirmative vote of the holders of a majority of the votes cast, except in the case of paragraph (4) below, by the holders of Series B-1 Memberships and Series B-2 Memberships, voting together as a class based on their respective voting rights at any annual or special meeting of the Corporation, shall be required to adopt any amendment to this Certificate of Incorporation or the Bylaws or the Rules that, in the sole and absolute determination of the Board of Directors of the Corporation, adversely affects: 208

(1) the allocation of products that a holder of a specific Series of Class B Membership is permitted to trade on the exchange facilities of the Corporation (including both the open outcry trading system and the electronic trading system), (2) the requirement that, except as provided in that certain Agreement, dated August 7, 2001, between the Corporation and the Chicago Board Options Exchange (the “CBOE”), as modified by that certain Letter Agreement, dated October 7, 2004, between the Corporation, CBOT Holdings, Inc. and the CBOE, in each case, as may be amended from time to time in accordance with their respective terms, holders of Class B Memberships who meet the applicable membership and eligibility requirements will be charged transaction fees for trades of the Corporation’s products for their accounts that are lower than the transaction fees charged to any participant who is not a holder of Class B Membership for the same products, whether trading utilizing the open outcry trading system or the electronic trading system, (3) the membership qualifications or eligibility requirements for holding any Series of Class B Membership or exercising any of the membership rights and privileges associated with such Series, (4) the commitment to maintain open outcry markets set forth in Section E of Article IV of this Certificate of Incorporation, which must be approved by a majority of the voting power of the outstanding Series B-1 Memberships and Series B-2 Memberships, voting together as a class, or FILED DATE: 12/16/2019 4:01 PM 2014ch00829 (5) the ability of a Class B Member to engage in dual-trading, unless such amendment to the Bylaws or Rules is required, in the opinion of counsel, by applicable law or governmental rule or regulation. For purposes of Section D(2)(b)(1) of Article IV, the allocation of products that the holders of any Series of Class B Membership are permitted to trade on the exchange facilities of the Corporation shall be deemed to be adversely affected only if a product is eliminated from the allocation of products the holders of a particular Series of Class B Memberships are permitted to trade. (c) Following the date of filing of this Certificate of Incorporation, and unless otherwise agreed to by the Series B-1 Members and the Series B-2 Members voting together as a single class in accordance with Section C of this Article IV, the Corporation shall use commercially reasonable efforts to preserve the Exercise Right for the benefit of the Series B-1 Members and their delegates, including (i) defending any actions, suits or proceedings brought to challenge all or any portion of the Exercise Right and, in the event of an adverse ruling or determination, pursuing reasonable grounds for appeal, (ii) taking reasonable steps, including instituting actions, suits and proceedings and pursuing reasonable grounds for appeal, to secure for the Series B-1 Members and their delegates that have exercised the Exercise Right the right to receive any dividends or other distributions to be made by the CBOE to its members and (iii) complying with the Corporation’s obligations under agreements with the CBOE regarding the Exercise Right, including making available to the CBOE the information specified in any such agreements or any surveillance plans with the CBOE; provided that the Corporation shall not be required in connection with its obligations under the foregoing clauses (i) and (ii) of this Section D(2)(c) of this Article IV of this Certificate of Incorporation to contribute to any settlement or satisfy the obligation of any third party. (d) On any matter on which holders of Series B-1 Memberships and Series B-2 Memberships are entitled to vote pursuant to paragraphs (a) and (b) of this Section D(2) of Article IV, such holders of Series B- 1 Memberships and Series B-2 Memberships shall be the only members of the Corporation entitled to vote thereon. Holders of Series B-1 Memberships and Series B-2 Memberships shall have no other voting rights except as expressly set forth herein and shall not have the right to take action by written consent in lieu of a meeting and shall have no right to initiate any proposal, at or for any meeting of members. One-third of the total voting power of the Series B-1 Memberships and Series B-2 Memberships present in person or by proxy shall constitute a quorum at any meeting to take action on the matters as to which such holders are entitled to vote pursuant to paragraphs (a) and (b) of Section D(2) of this Article IV. Series B-3 Memberships, Series B-4 Memberships and Series B-5 Memberships shall have no right to vote on any matters or to initiate any proposals at or for any meeting of members. For purposes of any vote of the holders of Series B-1 Memberships and Series B-2 Memberships permitted by this Certificate of Incorporation, the Board of Directors of the Corporation shall be entitled to fix a record date, and only holders of record as of such record date shall be entitled to vote on the matter to be voted on. 209

(e) During the period ending at the annual meeting of shareholders of CME Group to be held in 2012, the Corporation will provide the CBOT Directors (as defined in the bylaws of CME Group) with advance notice (a “Rule Change Notice”) of any proposed change to the Rules (a “Proposed Rule Change”). If a majority of the CBOT Directors provide written notice to the Corporation (an “Initial Rejection Notice”) within five (5) business days after delivery of the Rule Change Notice (the “Initial Rejection Notice Period”) that they have determined in their sole discretion that any such Proposed Rule Change will materially impair the business of the Corporation or materially impair the business opportunities of the holders of the Class B Memberships, such Proposed Rule Change will be submitted to a committee of the Board of Directors of the Corporation (the “Rule Change Committee”) comprised of three CBOT Directors designated by the Vice Chairman of the Corporation and two CME Directors designated by the Chairman of the Corporation for approval. Approval shall require the affirmative vote of a majority of the full Rule Change Committee. The Corporation shall not effect any Proposed Rule Change unless and until either (a) the Initial Rejection Notice Period terminates without the CBOT Directors providing an Initial Rejection Notice with respect to such Proposed Rule Change or (b) the Rule Change Committee approves such Proposed Rule Change. 3. Conversion Rights of Series B-3 Memberships. (a) Conversion. Subject to, and upon compliance with, the provisions of this Section D(3) of Article IV, any two (2) Series B-3 Memberships shall be convertible at the option of the holder into one (1) Series B-2 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Membership. (b) Mechanics of Conversion. A holder of Series B-3 Memberships may exercise the conversion right specified in Section D(3)(a) of Article IV by delivering to the Corporation or any transfer agent of the Corporation written notice stating that the holder elects to convert such memberships, accompanied by the certificates or other instruments, if any, representing the memberships to be converted. Conversion shall be deemed to have been effected on the date when delivery of such written notice, accompanied by such certificate or other instrument, if any, is made, and such date is referred to herein as the Conversion Date.

As promptly as practicable after the Conversion Date, the Corporation may issue and deliver to or upon the written order of such holder a certificate or other instrument, if any, representing the number of Series B-2 Memberships to which such holder is entitled as a result of the exercise of such conversion right. The person in whose name the certificates or other instruments representing Series B-2 Memberships are to be issued shall be deemed to have become the holder of record of such Series B-2 Memberships on the applicable Conversion Date. (c) Memberships Reserved for Issuance. The Corporation shall take all actions necessary to reserve and make available at all times for issuance upon the conversion of Series B-3 Memberships, such number of Series B-2 Memberships as are issuable upon the conversion of all outstanding Series B-3 Memberships. E. Commitment to Maintain Open Outcry Markets. Subject to the terms and conditions of this Section E of Article IV, the Corporation shall maintain open outcry markets operating as of April 22, 2005 (the “Effective Date”) and provide financial support to each such market for technology, marketing and research, which the Board of Directors of the Corporation determines, in its sole and absolute discretion, is reasonably necessary to maintain each such open outcry market. Notwithstanding the foregoing or any other provision of this Certificate of Incorporation, the Board of Directors of the Corporation may discontinue any open outcry market at such time and in such manner as it may determine if (1) the Board of Directors determines, in its sole and absolute discretion, that a market is no longer “liquid” or (2) the holders of a majority of the voting power of the then outstanding Series B-1 Memberships and Series B-2 Memberships, voting together as a single class based on their respective voting rights, approve the discontinuance of such open outcry market. For purposes of the foregoing, an open outcry market will be deemed “liquid” for so long as it meets either of the following tests, in each case as measured on a quarterly basis: (a) if a comparable exchange-traded product exists, the open outcry market has maintained at least 30 percent (30%) of the average daily volume of such comparable product (including for calculation purposes, volume from Exchange-For-Physicals transactions in such open outcry market); or (b) if no comparable exchange-traded product exists, the open outcry market has maintained at least 40 percent (40%) of the average quarterly volume in that market as maintained by the Corporation in 2001 210

(including, for calculation purposes, volume from Exchange-For-Physicals transactions in such open outcry market). The commitment to maintain open outcry markets set forth in this Section E of Article IV will not apply to markets introduced after the Effective Date. F. Exercise Rights. Subject to the terms and conditions of this Section F of Article IV of this Certificate of Incorporation: 1. Each holder of record on the official books and records of the Corporation as of May 29, 2007 of (I) a Series B-1 Membership in respect of which an Exercise Right Privilege (as defined in Rule 210(b) of the Rules) is issuable but has not been issued or (II) both (a) one or more Exercise Right Privileges and (b) a Series B-1 Membership shall have the right, exercisable during the forty five (45) day period (the “Offer Period”) immediately following the effective time of the merger of CBOT Holdings, Inc. (“CBOT Holdings”) with and into Chicago Mercantile Exchange Holdings Inc. (“CME Holdings”) pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 17, 2006, as amended, among the Corporation, CBOT Holdings and CME Holdings, to sell any such Exercise Right Privilege to the Corporation for an amount equal to $250,000 in cash (a “Purchase Offer”). In order to exercise the Purchase Offer, such holder must deliver to the Corporation prior to the expiration of the Offer Period (i) the Exercise Right Privilege and (ii) a duly executed assignment agreement in the form attached to this Certificate of Incorporation as Annex A FILED DATE: 12/16/2019 4:01 PM 2014ch00829 (the “Assignment Agreement”). The Corporation shall make payment as provided in this Section F.1 to a holder who makes the required delivery of the Exercise Right Privilege and Assignment Agreement within thirty (30) days after the expiration of the Offer Period. 2. In the event of a Final Resolution (as defined below) pursuant to which the Class Members (as defined below) receive a recovery of cash, marketable securities or other property or rights with respect to each Exercise Right Privilege held by a Class Member and/or retain or are declared to have property or rights with respect to each Exercise Right Privilege held by a Class Member (collectively, a “Per ERP Recovery”) with an aggregate Fair Market Value (as defined below) less than $250,000, the Corporation shall pay to each such Class Member with respect to each such Exercise Right Privilege held by such Class Member an amount equal to the difference between $250,000 and the Fair Market Value of the Per ERP Recovery so received or retained, as applicable, by such Class Member with respect to such Exercise Right Privilege held by such Class Member (a “Balance Payment”). In order for a Class Member to receive a Balance Payment with respect to an Exercise Right Privilege, such Class Member must provide evidence reasonably satisfactory to the Corporation that such Class Member received the Per ERP Recovery pursuant to the Final Resolution with respect to such Exercise Right Privilege. The Corporation shall make payment to such holder prior to the later of (i) thirty (30) days after delivery of the sufficient evidence contemplated by the immediately preceding sentence or (ii) thirty (30) days after the date the Fair Market Value of the Per ERP Recovery is determined in accordance with the terms of Section 5(e) of this Section F of Article IV of this Certificate of Incorporation. 3. In the event of the entry of a Zero Judgment (as defined below), the Corporation will pay to each Non-Recovery Class Member (as defined below) $250,000 for each Exercise Right Privilege held by such Non-Recovery Class Member. The Corporation shall make payment to a Non-Recovery Class Member within thirty (30) days after the date the such person’s status as a Non-Recovery Class Member is determined in accordance with the terms of Section 5(g) of this Section F of Article IV of this Certificate of Incorporation. 4. Notwithstanding anything to the contrary contained in this Section F of this Article IV of this Certificate of Incorporation, in no event shall the Corporation be required to pay in excess of $250,000 in respect of any single Exercise Right Privilege. 5. For purposes of this Section F of Article IV of this Certificate of Incorporation, the term: (a) “CBOE Litigation” means that litigation captioned CBOT Holdings, Inc., et al. v. Chicago Board Options Exchange, Inc., et al., Civil Action No. 2369-VCN (Del. Ch. Ct.); (b) “Class Member” means (i) if a class is certified by the Court in the CBOE Litigation, any member of such class or (ii) if a class is not certified by the Court in the CBOE Litigation, any person or entity who satisfies the definition of a member of the class as set forth in the Complaint, so long as the Exercise Right Privileges purchased by the Corporation pursuant to this Section may be used by a member of the class to participate in a Final Resolution (provided, however, that in no event shall CBOE or any direct or indirect transferee of an Exercise Right Privilege from CBOE be considered a “Class Member” for purposes of this Section F of this Article IV of this Certificate of Incorporation); 211

(c) “Court” means the Delaware Chancery Court presiding over the CBOE Litigation; (d) “Complaint” means the complaint on file with the Court setting forth the claims in the CBOE Litigation as of the time of the Final Resolution; (e) “Date of Determination” means the date of the Final Resolution giving rise to the need to determine Fair Market Value; (f) “Fair Market Value” means, with respect to the components of any Per ERP Recovery, the sum of (1) the amount of cash received plus (2) the value of any marketable securities received, which shall be deemed to have a per security value equal to the average of the closing prices of such marketable security for the ten trading days ending on the day immediately proceeding the Date of Determination on the principal national securities exchange or inter- dealer quotation system on which such marketable securities are listed or admitted to trading plus (3) the value of any other property or rights received or retained, the value of such property or right being determined on the basis of an arm’s length transaction between a willing buyer and a willing seller based on then prevailing market conditions and taking into account all circumstances determined to be relevant to the establishment of such price at such time but disregarding any liquidity, minority, transferability or other discounts by an independent investment banking firm with a national reputation that is recognized to have expertise in valuations of such other property or rights selected by the CBOT Directors (or, if no CBOT Directors FILED DATE: 12/16/2019 4:01 PM 2014ch00829 exist at such time, their successors) and approved by the full Board of Directors of the Corporation; (g) “Final Resolution” means a final, non-appealable resolution of all claims of the Class Members set forth in the Complaint that is binding on all Class Members, which may include, without limitation (i) a judgment of the Court resolving the CBOE Litigation, (ii) a settlement resolving the CBOE Litigation confirmed by an order of the Court and (iii) if the CBOE Litigation is dismissed other than on its merits, a decision or order of, or settlement with, a governmental authority or third party arbitrator with respect to all claims of the Class Members set forth in the Complaint; provided, however, in the case of clauses (i) and (ii) that such settlement, decision or order does not prevent the Exercise Right Privileges purchased by the Corporation pursuant to this Section F of this Article IV of this Certificate of Incorporation from being used by a member of the class to participate in a Final Resolution; (h) “Non-Recovery Class Member” means any person who provides evidence reasonably satisfactory to the Corporation that such person meets the requirements of a Class Member; and (i) “Zero Judgment” means a Final Resolution pursuant to which the Class Members do not receive or retain, as applicable, any Per ERP Recovery. 6. The Board of Directors of the Corporation shall be authorized to adopt, change or waive any Rule as it deems necessary or advisable to enable the Corporation to acquire or dispose of Exercise Right Privileges in order to satisfy its obligations under this Section F of this Article IV of this Certificate of Incorporation and to realize the value of the Exercise Right Privileges acquired pursuant to paragraph 1 of this Section F of this Article IV of this Certificate of Incorporation. The provisions of Section D(2)(e) of this Article IV of this Certificate of Incorporation shall not apply to any adoption, change or waiver of a Rule pursuant to this paragraph 6 of this Section F of this Article IV of this Certificate of Incorporation; provided, that nothing in this paragraph 6 of this Section F of this Article IV of this Certificate of Incorporation shall be interpreted to permit the Corporation to impose fees, costs or expenses on Class B Members in order to acquire the Exercise Right Privileges.

ARTICLE V MANAGEMENT OF AFFAIRS The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and members: A. In accordance with Sections 141(a) and 141(j) of the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws, the directors are hereby empowered to exercise all powers and do all acts and 212

things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate of Incorporation and any Bylaws adopted by the Class A Member; provided, however, that no Bylaws hereafter adopted by a member of the Corporation shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted.

B. A special meeting of members shall be called by the Chairman of the Board or the Board of Directors of the Corporation upon receipt by the Chairman of the Board or the Secretary of the Corporation of a written demand of a majority of the directors then holding office. C. Any action required or permitted to be taken by the members of the Corporation must be effected at a duly called annual or special meeting of members of the Corporation and may not be effected by any consent in writing by such members, provided that the Class A Member shall have the right to effect by consent in writing any action which would require the approval of the Class A Member at a duly called annual or special meeting of the members of the Corporation.

ARTICLE VI BOARD OF DIRECTORS The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided FILED DATE: 12/16/2019 4:01 PM 2014ch00829 in, the Bylaws. Election of directors need not be by written ballot unless the Bylaws so provide. The Board of Directors of the Corporation shall at all times be comprised of the same directors as those of CME Group.

ARTICLE VII AMENDMENT OF BYLAWS The Board of Directors of the Corporation is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. The Class A Member shall also have power to adopt, amend or repeal the Bylaws. The only member of the Corporation with any power to adopt, amend or repeal the Bylaws of the Corporation shall be the Class A Member, and no other member of, or class or series of membership in, the Corporation shall have any such power. Except as specifically provided in the Rules, no member of, or class or series of membership in, the Corporation shall have any power to adopt, amend or repeal the Rules.

ARTICLE VIII LIMITATION OF LIABILITY A director of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a director, except for liability (A) for any breach of the director’s duty of loyalty to the Corporation or its members, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (C) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. For purposes of this Article VIII, the term “director” shall, to the fullest extent permitted by the DGCL, include any person who, pursuant to this Certificate of Incorporation, is authorized to exercise or perform any of the powers or duties otherwise conferred upon a board of directors by the DGCL.

ARTICLE IX AMENDMENT OF CERTIFICATE OF INCORPORATION The Corporation reserves the right to amend, modify or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware, and all rights conferred upon the members of the Corporation are granted subject to this reservation. Any amendment of, or modification or repeal of any provision contained in, Section B(2), Section C, Section D, Section E or Section F of Article IV or this sentence of this Article IX or, during the Transition Period, Article VI of this Certificate of Incorporation (subject to the last 213

sentence of Section D(2)(a) of Article IV, by merger or otherwise) shall require, first, the approval of the Board of Directors of the Corporation and, second, the approval of a majority of the votes cast by the Series B-1 Members and Series B-2 Members, voting together as a single class in accordance with Section C of Article IV. Except as provided in the immediately preceding sentence, any amendment of, or modification or repeal of any provision contained in, this Certificate of Incorporation shall require, first, the approval of the Board of Directors of the Corporation and, second, the approval of the Class A Member and no other member or series or class of membership shall have the right to vote on any such amendment or repeal. * * * *

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 214

[Form of Assignment Agreement for the sale of Exercise Right Privilege] The undersigned (the “Selling ERP Holder”) is the holder of record on the official books and records of the Board of Trade of the City of Chicago (“CBOT”) as of May 29, 2007 of (I) a Series B-1 Membership (as defined in the Amended and Restated Certificate of Incorporation of CBOT (the “Certificate of Incorporation”)) in respect of which an Exercise Right Privilege (as defined in Rule 210(b) of the Rules and Regulations of CBOT) (referred to hereinafter as an “ERP”) is issuable but has not been issued or (II) both (a) an ERP and (b) a Series B-1 Membership and proposes to sell such ERP to CBOT for an amount equal to $250,000 in cash pursuant to Section F of Article IV of the Certificate of Incorporation. The Selling ERP Holder understands that CBOT only has a commitment to purchase an ERP for which delivery of the ERP together with this Assignment Agreement, duly executed by the Selling ERP Holder, is made to CBOT during the forty-five (45) day period immediately following the effective time of the merger of CBOT Holdings, Inc. (“CBOT Holdings”) with and into Chicago Mercantile Exchange Holdings Inc. (“CME Holdings”) pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 17, 2006, as amended, among the CBOT, CBOT Holdings and CME Holdings.

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 1. The Selling ERP Holder represents and warrants to CBOT that: a. The Selling ERP Holder has valid title to the ERP, free and clear of all security interests, claims, liens, equities or other encumbrances (“Liens”), and has the legal right and power, and all authorization and approval required by law or the certificate of incorporation or by-laws (or equivalent organizational documents) of the Selling ERP Holder (if the Selling ERP Holder is not a natural person), to enter into this Assignment Agreement and to sell, transfer and deliver the ERP to be sold by such Selling ERP Holder. When the ERP is delivered to and paid for by CBOT in accordance with the terms of this Assignment Agreement and the Certificate of Incorporation, CBOT will have valid title to the ERP, free and clear of all Liens. b. The execution and delivery by the Selling ERP Holder of, and the performance by the Selling ERP Holding of its obligations under, this Assignment Agreement will not contravene any provisions of applicable law, or the certificate of incorporation or by-laws (or equivalent organizational documents) of the Selling ERP Holder (if the Selling ERP Holder is not a natural person), or any agreement or other instrument binding upon the Selling ERP Holder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling ERP Holder, and no consent, approval authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling ERP Holder of its obligations under this Assignment Agreement. c. The Selling ERP Holder did not acquire the ERP in a transfer directly or indirectly from the Chicago Board Options Exchange, Inc. 2. CBOT shall make payment to the Selling ERP Holder in accordance with Section F of Article IV of the Certificate of Incorporation to the account set forth on the signature page hereto. 3. This Assignment Agreement shall be governed by the internal laws of the State of Delaware, without regard to conflict of law principles.

In witness whereof, the undersigned has duly executed this Assignment Agreement this day of , 2007.

Signature of Selling ERP Holder Selling ERP Holder:

Name: Address:

Phone: 215

Selling ERP Holder hereby authorizes CBOT to remit the proceeds from the sale of the ERP to CBOT to the following account:

Bank Name: Bank Address:

ABA#: Account#: Account Name:

FILED DATE: 12/16/2019 4:01 PM 2014ch00829

[Signature Page to Assignment Agreement for the Sale of Exercise Right Privilege]

216

EXHIBIT 27 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 11/19/2019 CME Membership Pricing 217

Membership & Lease Pricing | Membership Home FILED DATE: 12/16/2019 4:01 PM 2014ch00829 If you wish to buy, sell, or lease a CME, CBOT, NYMEX, or COMEX membership, you can review the following bids and offers for currently available membership seats.

CME CBOT NYMEX | COMEX

CME Current Membership Prices Historical Pricing

Last updated: November 19, 2019 10:25 AM CST [Chicago Time] | *last updated price

Membership Interest Sales

Bid Offer Last Sale Date CME $370,000 $444,000 $427,500 11/08/19

IMM $75,000 $80,000 $78,000 11/19/19

IOM $23,000 $24,500 $24,000 11/19/19

GEM *$1,900 $4,300 $2,000 11/18/19

Prices for Matched Bid/Offer Transactions

CME -- IOM --

IMM -- GEM $1,900 on 11/14/19

Membership Interest Swap Sales

Bid Offer Last Sale Date CME for IMM $100,000 -- $250,000 11/12/13

CME for IOM -- -- $175,000 10/01/04

IMM for IOM -- -- $230,000 04/29/09

Last updated: November 19, 2019 11:42 AM CST [Chicago Time]

CME Division

Reported Lease Information - New Leases

Effective Date Term Lease Price Negotiated Date 11/01/19 6 mo. $2,600 11/01/19

11/01/19 6 mo. $2,600 11/01/19

11/01/19 6 mo. $2,600 10/31/19

09/01/19 2 mo. $2,600 08/11/19

09/01/19 2 mo. $2,600 08/26/19

09/01/19 6 mo. $2,600 08/29/19

08/01/19 3 mo. $2,600 07/22/19

08/01/19 3 mo. $2,300 07/31/19

https://www.cmegroup.com/company/membership/membership-and-lease-pricing.html 1/6 11/19/2019 CME Membership Pricing 218 07/10/19 1 mo. + 21 days $2,600 07/10/19

Reported Lease Information - Lease Renewals

Effective Date Term Lease Price Negotiated Date 12/01/19 3 mo. $2,600 11/15/19

12/01/19 6 mo. $2,600 11/15/19

12/01/19 3 mo. + 26 days $2,600 11/15/19

12/01/19 3 mo. $2,600 11/15/19

12/01/19 6 mo. $2,600 11/05/19

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 12/01/19 6 mo. $2,600 11/05/19

12/01/19 6 mo. $2,600 11/05/19

IMM Division

Reported Lease Information - New Leases

Effective Date Term Lease Price Negotiated Date 11/14/19 4 mo. + 18 days $950 11/13/19

11/01/19 6 mo. $900 10/31/19

10/14/19 3 mo. $750 10/14/19

10/02/19 6 mo. $850 10/01/19

10/01/19 6 mo. $850 09/27/19

09/30/19 6 mo. $800 09/26/19

10/01/19 6 mo. $950 09/06/19

Reported Lease Information - Lease Renewals

Effective Date Term Lease Price Negotiated Date 12/01/19 3 mo. $800 11/15/19

11/01/19 1 mo. $850 11/12/19

11/01/19 6 mo. + 9 days $900 11/04/19

11/01/19 1 mo. + 20 days $850 11/01/19

11/01/19 3 mo. $900 11/01/19

11/01/19 6 mo. $900 11/01/19

11/01/19 6 mo. $900 10/31/19

IOM Division

Reported Lease Information - New Leases

Effective Date Term Lease Price Negotiated Date 11/18/19 12 mo. $300 11/18/19

11/18/19 12 mo. $300 11/18/19

11/01/19 6 mo. $300 10/30/19

11/01/19 6 mo. $200 10/31/19

11/01/19 3 mo. $300 10/31/19

11/01/19 6 mo. $250 10/30/19

10/01/19 3 mo. $200 10/01/19

10/01/19 3 mo. $300 09/30/19

10/01/19 12 mo. $275 09/30/19

https://www.cmegroup.com/company/membership/membership-and-lease-pricing.html 2/6 11/19/2019 CME Membership Pricing 219 Reported Lease Information - Lease Renewals

Effective Date Term Lease Price Negotiated Date 12/01/19 3 mo. + 25 days $250 11/18/19

12/01/19 3 mo. $300 11/15/19

12/01/19 3 mo. + 9 days $275 11/15/19

12/01/19 6 mo. $300 11/15/19

12/01/19 3 mo. $275 11/15/19

12/01/19 6 mo. $300 11/15/19

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 12/01/19 3 mo. $275 11/14/19

GEM Division

Reported Lease Information - New Leases

Effective Date Term Lease Price Negotiated Date 05/01/19 6 mo. $75 04/30/19

01/08/19 6 mo. + 23 days $75 01/08/19

12/01/18 6 mo. $100 12/11/18

10/25/18 6 mo. + 7 days $75 10/24/18

10/11/18 7 mo. $100 10/11/18

07/01/18 6 mo. $100 06/28/18

05/17/18 12 mo. + 15 days $100 05/17/18

01/03/18 6 mo. $100 01/02/18

12/08/17 6 mo. $50 12/08/17

Reported Lease Information - Lease Renewals

Effective Date Term Lease Price Negotiated Date 11/01/19 6 mo. $100 11/01/19

11/01/19 6 mo. $100 11/01/19

11/01/19 6 mo. $75 11/01/19

10/01/19 24 mo. $100 10/15/19

10/01/19 3 mo. $100 09/30/19

10/01/19 6 mo. $100 09/23/19

09/01/19 3 mo. $100 05/29/19

08/01/19 3 mo. $100 08/09/19

08/01/19 6 mo. $50 07/31/19

08/01/19 3 mo. $100 07/29/19

Last updated: November 19, 2019 11:42 AM CST [Chicago Time]

CME Division

Available for Lease

Lessor Date Available Contact Person Phone No. Lease Price Carol P. Norton Revocable Trust U/A/D 1/29/91 immediately Becky Christie (312) 604-6116 --

Teri Vecchio Self-Declaration Of Trust Dated 10/13/93 immediately Paula McKinney (847) 730-3463 --

Arnold R. Imrem immediately Karen Matrenec (708) 362-2061 --

David E. Simmons immediately Karen Matrenec (708) 362-2061 --

Jeanne L. Keeshin Revocable Trust Dated September 16, 1992 immediately Kevin Casey (312) 435-5905 --

Donald L. Minucciani Trust Dated 12/12/84 immediately Karen Matrenec (708) 362-2061 --

J. Paul Hartsell immediately Karen Matrenec (708) 362-2061 --

Stephen F. French immediately Paula McKinney (847) 730-3463 --

Jan P. Jamison immediately George Klahn (312) 341-7725 --

https://www.cmegroup.com/company/membership/membership-and-lease-pricing.html 3/6 11/19/2019 CME Membership Pricing 220 Brock J. Connelly immediately George Klahn (312) 341-7725 --

Kevin G. Boyle immediately Paula McKinney (847) 730-3463 --

Mary J. O'Connor immediately Paula McKinney (847) 730-3463 --

Y. Clifton Yandell immediately Kevin Casey (312) 435-5905 --

Michael C. Rothman immediately Kathy Holloway (219) 218-1095 --

James R. Levinson immediately Karen Matrenec (708)362-2061 --

Morton Zwick & Marla Zwick Jtwros immediately Paula McKinney (847) 730-3463 --

James S. Ginsburg immediately Margie Gralla (312) 341-7755 --

Milton Rich Marital Exempt Trust 12/02/19 Tracy Christie (773) 616-3069 --

IMM Division

Available for Lease FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Lessor Date Available Contact Person Phone No. Lease Price Terry Steven Hospodar Revocable Trust immediately Paula McKinney (847) 730-3463 --

Lawrence W. Levin immediately Becky Christie (312) 604-6116 --

Scott A. Soren immediately Becky Christie (312) 604-6116 --

Joseph Partipilo Living Trust Dated 10/9/2014 immediately Donna Dugdale (312) 347-4994 --

Thomas J. Lane immediately Becky Christie (312) 604-6116 --

Robert R. Altier immediately Laura McGuire (312) 795-7661 --

Robert A. Decker immediately Tracy Christie (773) 616-3069 --

John W. O'Brien immediately Paula McKinney (847) 730-3463 --

Donna Shannon Mulchrone Living Trust immediately Karen Matrenec (708) 757-6630 --

Frank J. Taddeo immediately Paula McKinney (847) 730-3463 --

Michael A. Williams immediately Paula McKinney (847) 730-3463 --

Donald L. Minucciani Trust Dated 12/12/84 immediately Karen Matrenec (708) 362-2061 --

Marsha A. Browdy immediately Karen Matrenec (708) 362-2061 --

James Schneider Family Trust immediately Becky Christie (312) 604-6116 --

David E. Harris immediately Becky Christie (312) 604-6116 --

Louis J. Amabile immediately George Klahn (312) 341-7725 --

James M. Lamoree Trust Dated June 5, 2003 immediately Paula McKinney (847) 730-3463 --

Edwin S. Peller immediately Paula McKinney (847) 730-3463 --

David Horberg Living Revocable Trust immediately Paula McKinney (847) 730-3463 --

Walter A. Broussardi immediately George Klahn (312) 341-7725 --

Robin S. Hirsch immediately Paula McKinney (847) 730-3463 --

Burton S. Steck immediately Paula McKinney (847) 730-3463 --

James B. Scoville 1999 Revocable Trust immediately Chris Askew (773) 418-7019 --

Timothy M. Riley immediately Kevin Casey (312) 435-5905 --

A. Mark Newman immediately Kevin Casey (312) 435-5905 --

Nicholas J. Castaldo immediately Donna Dugdale (312) 347-4994 $700 mo.

Omid M. Farr immediately Christopher Pates (312) 765-7216 First month free

Aaron Tartof immediately Kathy Holloway (219) 218-1095 $700

Robert J. Castellini immediately Becky Christie (312) 604-6116 --

David M. Bogard immediately Laura McGuire (312) 795-7661 --

Ronald J. Fishman immediately Margie DeLorme (312) 800-7012 --

Robert L. Berland immediately Mildrey Limas-Dutton (312) 208-0229 --

IOM Division

Available for Lease

Date Lessor Contact Person Phone No. Lease Price Available H. Phillip Becker immediately Kathy Holloway (219) 218-1095 $275 per month

Michael R. Levine immediately Becky Christie (312) 604-6116 --

Victor Proeh immediately Becky Christie (312) 604-6116 --

Lois B. Siegel Declaration Of Trust Dated July 25, 1996 immediately Kathy Holloway (219) 218-1095 --

https://www.cmegroup.com/company/membership/membership-and-lease-pricing.html 4/6 11/19/2019 CME Membership Pricing 221 The Moris Kricheli Revocable Trust Dated Mar 22, 1998 immediately Paula McKinney (847) 730-3463 --

Gerald M. Bear immediately Becky Christie (312) 604-6116 --

Jeffrey S. Worley immediately Becky Christie (312) 604-6116 --

William M. Phelan immediately Karen Matrenec (708) 757-6630 --

Steven W. Neu immediately Karen Matrenec (708) 757-6630 --

Dorothy L. Harris Revocable Trust immediately Karen Matrenec (708) 757-6630 --

Carie J. Graham immediately Karen Matrenec (708) 757-6630 --

Charles A. Lucchese immediately Paula McKinney (847) 730-3463 --

Burton Arenson 2000 Living Trust immediately Karen Matrenec (708) 362-2061 --

Joel R. Berger Trust Dated 7/25/94 immediately Mildrey Limas-Dutton (312) 208-0229 --

John E. Allen immediately Kevin Casey (312) 435-5905 --

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 James R. Levinson immediately Karen Matrenec (708) 362-2061 --

Susan C. Gruebnau Declaration Of Trust U/A DTD. immediately Tracy Christie (773) 616-3069 -- 11/21/2006

Omid M. Farr immediately Christopher Pates (312) 765-7216 First month free

Joseph V. Raimondi immediately Becky Christie (312) 604-6116 --

Mark FOX Profit Sharing Trust immediately Becky Christie (312) 604-6116 --

Savinothree, LLC immediately Becky Christie (312) 604-6116 --

George Hase Living Trust 6/30/94 immediately Becky Christie (312) 604-6116 --

Lloyd Berhoff immediately Paula McKinney (847) 730-3463 --

Adam M. Clayman immediately Becky Christie (312) 604-6116 --

Barry S. Cohn immediately Becky Christie (312) 604-6116 --

Sharon L. Telcser immediately Becky Christie (312) 604-6116 --

Sherwin Z. Landerman immediately Tracy Christie (773) 616-3069 --

J. Paul Hartsell immediately Karen Matrenec (708) 362-2061 --

Stephen Luchko immediately Paula McKinney (847) 730-3463 --

Martin Liebman Trust Dated 8/10/82 immediately Mildrey Limas-Dutton (312) 208-0229 --

Edward J. Verdino immediately Becky Christie (312) 604-6116 --

Allen E Hilder immediately Becky Christie (312) 604-6116 --

Marc Greenspoon immediately Becky Christie (312) 604-6116 --

George S. Hughes Jr. immediately Becky Christie (312) 604-6116 --

Adriana Kamenetsky immediately Tracy Christie (773) 616-3069 --

K.G. Birks Marital Trust immediately Karen Matrenec (708) 757-6630 --

Ronald Heftman immediately Karen Matrenec (708) 757-6630 --

Patrick K. Sullivan immediately Kevin Casey (312) 435-5905 $200 per month

Daniel M. Ambrosino immediately Becky Christie (312) 604-6116 --

Keystone Trading Corporation immediately Kevin Casey (312) 435-5905 --

The Barbara Pielet Odner Declaration Of Trust immediately Paula McKinney (847) 730-3463 --

Jay J. Pearlman immediately Jay Pearlman (760) 419-7305 $200 per month

Polly J. Richter immediately Becky Christie (312) 604-6116 --

Matthew F. Eggers Profit Sharing Plan Trust immediately George Klahn (312) 341-7725 --

Geoffrey L. Fishwick immediately Becky Christie (312) 604-6116 --

Loren K. Hofer Revocable Trust immediately Becky Christie (312) 604-6116 --

Jerome D. Arkin immediately Jerome Arkin or Steve (813) 973-7771 or (312) 907- -- Mack 5535

The James T. Napolitan Living Trust Dated 8/4/09 immediately Becky Christie (312) 604-6116 --

GP Investments LLC immediately Mildrey Limas-Dutton (312) 208-0229 $200.00

Keystone Trading Corporation immediately Kevin Casey (312) 435-5905 --

Jan L. Chattler immediately Selina Roldan (312) 408-9410 --

Harry G. Karkazis immediately Becky Christie (312) 604-6116 --

Edwin F. Linker immediately George Klahn (312) 341-7725 --

David E. Isley immediately Shirley Galvin (312) 604-6206 --

https://www.cmegroup.com/company/membership/membership-and-lease-pricing.html 5/6 11/19/2019 CME Membership Pricing 222 GEM Division

Available for Lease

Lessor Date Available Contact Person Phone No. Lease Price Frederick & Barbara J. Hoekstra Trust U/T/A Dated 10/30/97 immediately Paula McKinney (847) 730-3463 --

Alan V. Mitchell 1998 Trust immediately Paula McKinney (847) 730-3463 --

Marc B. Hirsch immediately Paula McKinney (847) 730-3463 --

Linda F. Channick immediately Paula McKinney (847) 730-3463 --

Walter W. Hautamaki immediately Tracy Christie (773) 616-3069 --

Todd S. Newberger immediately Becky Christie (312) 604-6116 --

Barry S. Cohn Revocable Trust immediately Becky Christie (312) 604-6116 --

Lee J. Kanefield immediately Becky Christie (312) 604-6116 --

Daniel Ryan Living Trust immediately Joe Spadoni (312) 780-6755 $5 per month FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Peter M. Fischer Living Trust Dated 5/14/92 immediately Laura McGuire (312) 795-7661 --

Michael B. McFarland immediately Becky Christie (312) 604-6116 --

Joseph D. Ament immediately Paula McKinney (847) 730-3463 --

Dennis H. Block immediately Paula McKinney (847) 730-3463 --

Stephen R.J. Adie immediately Becky Christie (312) 604-6116 --

Kraig L. Dippold immediately Karen Matrenec (708) 757-6630 --

Trust Agreement Of Thomas A. Cicardo And Lori L. Cicardo immediately Karen Matrenec (708) 757-6630 --

K.G. Birks Marital Trust immediately Karen Matrenec (708) 757-6630 --

James R. Levinson immediately Karen Matrenec (708) 757-6630 --

Juliana Raduenzel Revocable Living Trust Dated 5/13/08 immediately Karen Matrenec (708) 757-6630 --

Dorothy L. Harris Revocable Trust immediately Karen Matrenec (708) 757-6630 --

Marion J. Schulte immediately Karen Matrenec (708) 757-6630 --

William F. Kulp immediately Becky Christie (312) 604-6116 --

Woodrow H. Levin immediately Becky Christie (312) 604-6116 --

Joseph S. Cascio immediately Becky Christie (312) 604-6116 --

Omid M. Farr immediately Christopher Pates (312) 765-7216 First Month Free

George Hase Living Trust 6/30/94 immediately Becky Christie (312) 604-6116 --

Alan V. Bush immediately Alan Bush (312) 242-7911 --

Barry S. Scher immediately Donna Dugdale (312) 347-4994 --

Paul Maggio immediately Mildrey Limas-Dutton (312) 208-0229 --

Michael G. Mininni immediately Mildrey Limas-Dutton (312) 208-0229 --

Daniel Ryan Living Trust immediately Joe Spadoni (312) 780-6755 --

https://www.cmegroup.com/company/membership/membership-and-lease-pricing.html 6/6 223

EXHIBIT 28 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 224

ORIGINALLY SUBMITTED IN NATIVE FORMAT (Confidential Information – Redaction Pursuant to Court Order (12/9/2019) FILED DATE: 12/16/2019 4:01 PM 2014ch00829 225

EXHIBIT 29 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 226

ORIGINALLY SUBMITTED IN NATIVE FORMAT (Confidential Information – Redaction Pursuant to Court Order (12/9/2019) FILED DATE: 12/16/2019 4:01 PM 2014ch00829 227

EXHIBIT 30 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 228

ORIGINALLY SUBMITTED IN NATIVE FORMAT (Confidential Information – Redaction Pursuant to Court Order (12/9/2019) FILED DATE: 12/16/2019 4:01 PM 2014ch00829 229

EXHIBIT 31 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 230

ORIGINALLY SUBMITTED IN NATIVE FORMAT (Confidential Information – Redaction Pursuant to Court Order (12/9/2019) FILED DATE: 12/16/2019 4:01 PM 2014ch00829 231

EXHIBIT 32 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 232 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 233 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 234 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 235 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 236 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 237 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 238 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 239 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 240

EXHIBIT 33 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 241 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 242 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 243 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 244 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 245 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 246 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 247 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 248 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 249 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 250 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 251 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 252 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 253 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 254 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 255 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 256

EXHIBIT 34 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 260 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 261

EXHIBIT 35 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 262 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 263 FILED DATE: 12/16/2019 4:01 PM 2014ch00829

Confidential Information - Redaction Pursuant to Court Order (12/9/2019) 264 FILED DATE: 12/16/2019 4:01 PM 2014ch00829

Confidential Information - Redaction Pursuant to Court Order (12/9/2019) 265 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 266 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 267 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 268 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 269 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 270 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 271 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 272 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 273 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 274

EXHIBIT 36 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 275 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 276 FILED DATE: 12/16/2019 4:01 PM 2014ch00829

Confidential Information - Redaction Pursuant to Court Order (12/9/19) 277 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 278

EXHIBIT 37 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 FILED DATE: 12/16/2019 4:01 PM 2014ch00829

10/12/2018 EP; 50 Craig Mohan, Managing Director of Market Technoiogy & Data Services at CME Group — FuturesRadioShow

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10/12/2018 EP: 50 Craig Mohan, Managing Director of Market Technology & Data Services at CME Group — FuturesRadioShow

^ TRADING TECHNOLOGIES

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o Craig talks to us about co-location • What is it? 'Xt f ? » Do Traders need it? ••jjl » What are the benefits? A, • l \ • How do you get co-located? Shares

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itures Radio is a weekly talk show hosted by 18-year futures veteran and CME member Anthony jdele, an ex-pit trader and one of thefirst to trade the E-Mini S&P. Each week Anthony talks with traders, CEOs, and other proven market participants about relevant trading and investing information. www.FyturesRadioShow.com

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10/12/2018 EP: 50 Craig Mohan, Managing Director of Market Technology & Data Services at CME Group — FuturesRadioShow

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FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Audio File Submitted in Native Format 284

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(Confidential Information – Redaction Pursuant to Court Order (12/9/2019) FILED DATE: 12/16/2019 4:01 PM 2014ch00829 316

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EXHIBIT 45 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 423 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 424 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 425 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 426 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 427 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 428

EXHIBIT 46 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 429

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION

SHELDON LANGER, RONALD M. YERMACK, and LANCE R. GOLDBERG, individually on behalf of themselves and all others similarly situated, No. 14 CH 829 Plaintiffs, Judge Celia Gamrath Y, Calendar 6 CME GROUP, INC., a Delaware Corporation; THE BOARD OF TRADE OF THE CITY OF CHICAGO, INC., a Delaware Corporation, FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Defendants.

ORDER GRANTING IN PART DEFENDANTS' MOTION TO DISMISS

This case comes on Defendants', CME Group, Inc. (CMEG) and The Board of Trade of

the City of Chicago, Inc. (CBOT), Motion to Dismiss or Strike Certain Allegations in Plaintiffs'

Second Amended Complaint pursuant to 735 ILCS 5/2-615, 5/2-619, and 5/2-619.1. The Motion

to Dismiss is granted in part as follows: Plaintiffs' claims relating to revenue sharing, exclusive

access to Globex, and disgorgement are dismissed with prejudice. Allegations based on Core

Right 4 and Special Voting Right 3 are stricken. Plaintiffs' request for injunctive relief is stricken

without prejudice. The Motion to Dismiss is denied in all other respects.

BACKGROUND

Plaintiffs Sheldon Langer, Ronald M. Yermack, and Lance R. Goldberg filed this

• putative class action against Defendants CMEG and CBOT on behalf of themselves and

similarly situated Class B shareholders of CMEG common stock and Class B members of

CBOT. Plaintiffs are entitled to certain rights and privileges on the Chicago Mercantile

Exchange (CME) and CBOT, depending on their member interests. CME and CBOT are

1 430

derivative Exchanges headquartered in Chicago and owned by CMEG. Plaintiffs are comprised

largely of old line traders who owned the two Exchanges before their respective

demutualizations in 2000 and 2005 and merger in 2007.

At the merger in July 2007, CME and CBOT amended their individual Charters

governing the rights and privileges of members. Plaintiffs' Complaint alleges CMEG and CBOT

breached these Charters and contractual obligations to Plaintiffs, causing them damages. The

Complaint contains two counts: Breach of contract and breach of implied covenant of good faith

and fair dealing. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 CME

From its founding in 1898 and throughout the 20Ih Century, CME was an Illinois mutual

company owned and controlled by its member traders. In November 2000, CME demutualized

and converted to a Delaware for-profit corporation. Demutualization resulted in the conversion

of membership interests into Class A Common Stock, which conferred equity rights, and Class B

Common Stock, which conferred the traditional equity rights and trading rights of its associated

membership divisions.

Prior to demutualization, CME members had referendum voting rights that allowed them

to override Board action in adopting any new Exchange rules or amending or repealing existing

rules. As part of demutualization, CME members gave up these referendum rights. In return,

CME agreed Class B members would have the right to vote on any changes, amendments, or

. modifications to four Core Rights memorialized in the Amended and Restated Certificate of

Incorporation of Chicago Mercantile Exchange (CME Charter) (eff. Nov. 13, 2000), which are

now embodied in the CMEG Charter. At issue are Core Rights 2 and 4, under which CME

agreed to protect:

2 431

2. The trading floor access rights and privileges granted to each series of Class B Common Stock, including the Commitment to Maintain Floor Trading;

4. The eligibility requirements for any Person to exercise any of the trading rights or privileges inherent in any series of Class B Common Stock.1

Plaintiffs interpret these Core Rights broadly, while Defendants construe them narrowly.

Although contract interpretation is generally a question of law, Core Right 2 cannot be summed

up as neatly as Defendants hope. It requires additional evidence to ascertain the parties' intent

and meaning of terms. Accordingly, and for the reasons below, the court denies Defendants'

Motion to Dismiss because it is premature to conclude, as a matter of law, the Aurora Data FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Center (ADC) is not a trading floor within the context of Core Right 2 and there is no Core Right

protecting Plaintiffs' access to Globex and preferential fees.

CBOT

In 2005, CBOT also demutualized and converted from a not-for-profit member-owned

organization to a for-profit corporation. CBOT amended its Certificate of Incorporation (CBOT

Charter) to provide Class B members with Trading Rights and Special Voting Rights over

amendments to the Certificate of Incorporation, Bylaws, or Rules that, in the sole and absolute

determination of the CBOT Board of Directors, adversely affects specified rights, including:

The requirement that . . . holders of Class B memberships who meet the applicable membership and eligibility requirements will be charged transaction fees for trades of the Corporation's products for their accounts that are lower than the transaction fees charged to any participant who is not a holder of Class B membership for the same products, whether trading utilizing the open outcry trading system or the electronic trading system; and

The membership qualifications or eligibility requirements for holding any Series of Class B membership or exercising any of the membership rights and privileges associated with such Series. See Sec. IV(D)(2)(b).

This is the current version of Core Right 4 upon which Plaintiffs rely in their Complaint. They cite a prior version of Core Right 4 in their Opposition brief to the Motion to Dismiss (pp. 9-10, 26), arguing language not in existence. 3 432

The CBOT Charter also provides CBOT members will continue to enjoy their existing trading

rights and privileges, including their rights and privileges with respect to electronic trading

systems. See Sec. IV(D)(l)(f).

GLOBEX

An impetus for this case surrounds the relocation of Globex from CME's downtown

trading floor to the Aurora Data Center (ADC) and charging of new co-location fees in 2012 to

members who previously accessed Globex for free. Globex is CMEG's electronic trading system

that provides real-time price data and access to global markets. The ADC is a massive data FILED DATE: 12/16/2019 4:01 PM 2014ch00829 center in Aurora that houses the trade matching engines for Globex products. Close proximity to

Globex gives traders a distinct advantage - an advantage Plaintiffs claim they have an exclusive

right to access for free.

Over the past two decades, CME and CBOT have transitioned from an open outcry

market to a predominantly electronic marketplace in which hand signals were traded in for

computers. The groundwork for this transition was laid in the early 1990s, when the Globex

electronic trading platform was launched through a joint venture between CME and CBOT, from

which CBOT later withdrew.

In September 1997, when CME launched the E-Mini, a futures product traded

electronically and indexed to the S&P 500, CME placed Globex terminals on the trading floor

with proximity and visibility to the S&P 500 pit. In March 1999, CME developed a hand-held

device called Galax-C, which was designed to provide traders with real-time access to Globex $ I data while on the trading floor.

Under the CME Rules that existed at the time, specifically Rule 582, the number of

Globex Screen Rights (GSR) was limited to the number of CME memberships. Each GSR was

4 433

associated with an individual membership, such that CME members had the exclusive right to

execute trades directly through Globex terminals located on the trading floor and share in any

revenues generated from leasing Globex access to third parties. Members were not charged any

additional fee or surcharge for this access and were able to access Globex from the trading floor

and remotely. A member who owned a GSR, but did not trade electronically, had the ability to

put his GSR into a pool to be leased out by CME. Rule 582 called for CME to distribute pro rata

all GSR lease fees collected to each owner of a Class B share who did not make use of the GSR

attributable to their membership. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 While CME was completing demutualization in 2000, it decided to allow open access to

Globex. Electronic trading on Globex then changed from a largely closed system to an open

system in which CME allowed direct electronic access to the Globex order book and products

traded on Globex for all market participants, including non-members. In 2001, CBOT similarly

allowed open access to its own electronic trading platform, e-cbot. E-cbot was migrated onto

Globex in January 2008.

As part of CME's implementation of open access in 2000, CME adopted and announced

a number of Rule changes, including the elimination of Rule 582. CME approved and publicized

the change to open access and elimination of Rule 582 between the time that the CME

membership voted on demutualization and the time the Commodity Futures Trading

Commission (CFTC) approved the demutualization transaction. Ever since open access began in

2000, both non-members and members have had the ability to directly access and trade on

Globex. CME has collected Globex access and communication fees from both, but has not paid

any access or communication fees to Plaintiffs.

5 434

In August 2010, CMEG moved the primary matching engine for Globex to the ADC. In

January 2012, CMEG began to offer co-location at the ADC. Through co-location, CMEG

directly leases space in the ADC to members and non-member customers so that they can

directly access Globex with high-speed servers in close proximity to the Globex matching

engines. This reduces the latency for trade and market information. CMEG charges a fee to

anyone who co-locates at the ADC and has allowed multiple individuals to trade on one

membership. Plaintiffs contend this reduces demand to lease their memberships and devalues

Class B shares. Plaintiffs further contend they, as members, are entitled to exclusive access to FILED DATE: 12/16/2019 4:01 PM 2014ch00829 the ADC - a new trading floor, so they claim - and to the best, most proximate, free access to

Globex.

COMPLAINT

Plaintiffs allege CMEG and CBOT breached contractual obligations to Plaintiffs by

modifying, without member vote, trading rights and privileges afforded to Class B members and

eligibility requirements for exercising trading rights and privileges. Specifically, Plaintiffs

complain Defendants have bypassed the lease market for Class B memberships by permitting

non-members to receive the same access and proximity to Globex as members, which has

significantly reduced the value of their shares and constitutes a breach of contract. They also

allege Defendants breached Plaintiffs' Core and Special Rights by not giving members ! preferential treatment and lower fees vis-a-vis the ADC and the right to share in Globex access

fee revenues. In the alternative, Plaintiffs contend Defendants breached the implied covenant of

good faith and fair dealing by denying Plaintiffs preferential fees and free, best access to the

ADC and Globex.

6 435

Plaintiffs contend Defendants violated Core Rights 2 and 4 of the CMEG Charter and

Special Voting Rights 2 and 3 contained in the 2005 CBOT Charter. Plaintiffs also rely upon

Special Trading Rights of the CBOT Charter, Section IV,D.l(f), which states: "In addition to the

rights and privileges set forth above, except as otherwise provided in the Certificate of

Incoiporation, Bylaws or the Rules, each holder of a Class B membership of any Series shall be

entitled to all trading rights arid privileges with respect to those products that such holder is

entitled to trade on the open outcry exchange system of the Corporation or any electronic trading

system maintained by the Corporation or any of its affiliates or any of their respective successors FILED DATE: 12/16/2019 4:01 PM 2014ch00829 or successors-in-interest."

Defendants argue this section is not among the Special Voting Rights and therefore does

not require a member vote in order to adversely change it. While this may be true, the Complaint

overall adequately states a claim for breach of contract premised on a violation of protected

trading rights and, alternatively, for breach of implied covenants.

DISCUSSION

LEGAL STANDARD

Defendants move to dismiss or strike certain allegations in the Complaint in a combined

motion filed under 735 ILCS 5/2-619.1. A section 2-615 motion to dismiss challenges the legal

sufficiency of a pleading based on defects apparent on its face. City of Chicago v. Beretta U.S.A.

Corp., 213 111. 2d 351, 364 (2004). In reviewing the sufficiency of a pleading, the court accepts

as true all well-pleaded facts and all reasonable inferences that may be drawn from those facts.

•Ferguson v. City of Chicago, 213 111. 2d 94, 96-97 (2004). The court construes the allegations in

the pleading in the light most favorable to the plaintiff. King v. First Capital Fin. Servs. Corp.,

215111. 2d 1, 11-12(2005).

7 436

A section 2-619 motion to dismiss admits the legal sufficiency of all well-pled facts in a

complaint, but raises defects, defenses, or other affirmative matter that avoid the legal effect of

plaintiffs claim. See Advocate Health & Hosps. Corp. v. Bank One, N.A., 348 111. App. 3d 755,

759 (1st Dist 2004). A court must construe the documents, affidavits, and evidence in the light

most favorable to the non-moving party, and the defendant bears the burden of proving any

defense it relies upon. Id.; Wolf v. Bueser, 279 111. App. 3d 217,222 (1st Dist. 1996).

ANALYSIS

1. Illinois' ten-year statute of limitations bars Plaintiffs' claims relating to revenue

FILED DATE: 12/16/2019 4:01 PM 2014ch00829 sharing and exclusive access to Globex, including their request for disgorgement.

a. Open Access and Rule 582 were eliminated in 2000.

The court agrees with Defendants that open access and the elimination of Rule 582 in the

year 2000 precludes Plaintiffs' claims of revenue sharing and right of exclusive access to

Globex. These claims are dismissed with prejudice.

First, there are no well-pled facts to show CBOT members, unlike CMEG shareholders,

ever had rights to revenue sharing or exclusive access to Globex under the CBOT Charter.

Second, while the CME Charter did provide such rights to members, these rights emanated from

Rule 582, which was eliminated more than ten years ago. Any supposed breach by Defendants in

eliminating Rule 582 and providing for open access is barred by Illinois' ten-year statute of

limitations. See 735 ILCS 5/13-206. Although this case is governed by Delaware substantive

law, a statute of limitations is procedural, so Illinois' ten-year statute applies. See, e.g., Belleville

Toyota, Inc. v. Toyota Motor Sales, U.S.A., 199 111. 2d 325, 351-52 (2002).

In order to block implementation of open access and elimination of Rule 582, Plaintiffs

had to exercise their referendum right, which they held prior to the completion of

demutualization in 2000. They did not exercise this right, and open access was complete prior to

8 437

demutualization. Even if, as Plaintiffs suggest, an affirmative member vote was required to

eliminate exclusive access and revenue sharing under Rule 582, failing to hold a member vote

was a one-time occurrence that triggered the statute of limitations in 2000, or 2001 at the latest,2

according to the Complaint.

The continuing harm or continuing violation theory advanced by Plaintiffs cannot save

their claims. While the theory has utility with respect to installment contracts, it is inapplicable to

claims for a single breach of contract. See Hassebrockv. Ceja Corp., 2015 IL App (5th) 140037,

1[35. "'If a single breach occurs, either by repudiation or material failure of performance, the FILED DATE: 12/16/2019 4:01 PM 2014ch00829 claim accrues at that time and the statute of limitations begins to run for all claims on that

contract.'" Id., quoting Hi-Lite Products Co. v. American Home Products Corp., 11 F.3d 1402,

1409 (7th Cir. 1993).

The facts of this case are analogous to those in Hassebrock, such that Defendants

allegedly breached and repudiated Plaintiffs' right to exclusive access and revenue sharing from

Globex when they eliminated Rule 582 and obtained approval for open access in 2000. Thus,

even if this was a continuous-performance-type contract entitling Plaintiffs to a continual

revenue stream, there was a single breach that triggered the statute of limitations in the year 2000

when Rule 582 was eliminated and supposedly breached by failure to hold a vote.

Accordingly, Plaintiffs' claims for revenue sharing and exclusive access to Globex under

the CMEG Charter are dismissed with prejudice under 735 ILCS 5/2-619(a)(5). Similar claims

brought by CBOT members necessarily fail as a matter of law and are dismissed under 735 ILCS

5/2-615 for failure to state a claim. Not only do Plaintiffs fail to point to a specific protectable

right to Globex or Globex access revenue stream within their Charter, but they identify no

2 This argument stems from Plaintiffs' contention that Rule 582 was still in the Rulebook in 2000. 9 438

Special Voting Right violated with respect to these rights or a right to share leasing fees

generated from the ADC. In fact, such revenue sharing in the form of a dividend or distribution

is prohibited by Article IV.B.2.(c) of the CBOT Charter.

b. Disgorgement for Globex-related fees is not recoverable.

Because the court is dismissing all claims concerning revenue sharing from Global

access, the court strikes Plaintiffs' request for disgorgement (Prayer for Relief, f3). Historically,

disgorgement is not a remedy for breach of contract since its underlying purpose of preventing

unjust enrichment is incongruent with the compensatory nature of breach of contract damages. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 However, the Restatement (Third) of Restitution seems to extend its application, recognizing the

newness of disgorgement in the context of bad faith, breach of fiduciary duty, opportunistic

breach of contract, and insider trading - none of which are alleged here. Notwithstanding,

disgorgement of Globex-related fees is not recoverable by Plaintiffs because the underlying

claims have been dismissed and there is no possibility Plaintiffs can recover. Accordingly,

Plaintiffs' claim for disgorgement is stricken with prejudice under 735 ILCS 5/2-615.

2. Plaintiffs' claim to the most proximate, free access to Globex survives dismissal, but allegations premised on Core Right 4 and Special Voting Right 3 are stricken.

The court denies Defendants' Motion to Dismiss Plaintiffs' breach of contract claim

based on a violation of their right to the most proximate, free access to Globex. However, this

claim cannot be premised on Core Right 4 or Special Voting Right 3, which govern eligibility of

membership. These allegations shall be stricken from the Complaint for they are not well pled or

supported by a reasonable interpretation.

To grant a section 2-615 motion, this court must find Plaintiffs cannot prove any set of

facts, under any circumstances, that would entitle them to relief. See Marshall v. Burger King

10 439

Corp., 222 I11.2d 422, 429 (2006). The court must accept as true all well-pled allegations in the

Complaint and draw all reasonable inferences in Plaintiffs' favor. Id.

As stated above, Plaintiffs' right to exclusive access to Globex and revenue sharing was

eliminated with the advent of open access. However, this does not foreclose CMEG Plaintiffs'

claim for breach of Core Right 2, which they allege includes a right to the most proximate, free

access to Globex housed at the ADC, a new type of trading floor. The most proximate, free

access to Globex was a right and privilege Plaintiffs enjoyed before it moved to the ADC. Non-

members did not enjoy this same right or privilege and would lease a membership in order to FILED DATE: 12/16/2019 4:01 PM 2014ch00829 have floor access and proximity to Globex.

To survive this Motion to Dismiss, Plaintiffs have alleged sufficiently that the ADC is a

trading floor, attempting to explain how it functions as a trading floor within the meaning of the

Charter. By relocating Globex to a new floor and charging an access fee to members, Defendants

allegedly breached Plaintiffs' trading floor access rights and privileges.

Defendants raise cogent reasons why the ADC is not a trading floor within the meaning

of Core Right 2. Ultimately, this will be a question of fact requiring evidence and further

information as to how the ADC operates as a trading floor. But for now, drawing all reasonable

inferences in CMEG Plaintiffs' favor, the court finds they have pled sufficient facts to state a

claim for breach of their right to the most proximate, free access to Globex housed at the ADC.

CBOT Plaintiffs' claim is more tenuous, as there is no counterpart to Core Right 2 in the

CBOT Charter. Nonetheless, there exists a viable claim based on their Special Trading Rights

deigned to protect the right to the electronic trading system, which Plaintiffs allege encompasses

free, proximate access to Globex. Alternatively, as discussed below, all Plaintiffs have

sufficiently alleged a breach of implied covenants of good faith and fair dealing in this regard.

11 440

However, Plaintiffs cannot rely on Core Right 4 and Special Voting Right 3 to support

their claim to the most proximate, free access to Globex. The court agrees with Defendants that

Core Right 4 and Special Voting Right 3 are clearly limited to eligibility requirements governing

things like moral character, age, good credit, and financial wherewithal. They do not provide for

expansive trading rights, but relate solely to Plaintiffs' rights to protect against CMEG

unilaterally changing the eligibility requirements to be a trading member or lessee of a Class B

membership. Plaintiffs' capacious reading of these rights and comparative language in the

Charters cannot withstand scrutiny, even when viewed in the most favorable light. As such, FILED DATE: 12/16/2019 4:01 PM 2014ch00829 these allegations are stricken from the Complaint and cannot form a basis for breach of contract.

3. Plaintiffs' claims for preferential fees survive dismissal.

Defendants' Motion to Dismiss Plaintiffs' claims for preferential fees is denied. Special

Voting Right 2 of the CBOT Charter clearly gives Plaintiffs a protected right to lower transaction

fees than non-members. What these transaction fees consist of remains to be seen and cannot be

decided on a motion to dismiss.

The court rejects the notion that without pointing to an affirmative change to the Charter,

Bylaws, or Rules, Plaintiffs cannot state a claim for breach. What the CBOT Charter forbids be

done directly cannot be done indirectly without a member vote. To hold otherwise would make

Plaintiffs' rights illusory.

The CMEG Charter, unlike the CBOT Charter, does not expressly identify preferential

fees in the Core Rights. However, this is not fatal to Plaintiffs' claim. CMEG Rule 121 and

Bylaw 6.3(d) recognize preferential fees for members as a trading right and privilege - a

privilege once limited only to members and individuals who leased a membership. Although the

prospectus recognizes management discretion and incentive pricing, Plaintiffs allege this has

12 441

become a permanent fixture that guts their Core Rights. When construing all well-pled facts in

Plaintiffs' favor, it is plausible their rights protect against extending membership rights and

preferential fees to non-members and diluting the leasing market by permitting multiple

individuals to trade on a single membership. Defendants have failed to meet the heavy burden

that currently must be satisfied to obtain dismissal of this claim under section 2-615.

In short, both sides have presented reasonable yet different interpretations of the Charters

and attendant materials on the issue of preferential fees. This alone is sufficient to withstand a

motion to dismiss. See UtiliSave, LLC y. Miele, No. 10729-VCP, 2015 WL 5458960, at *7 (Del. FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Ch. Sept 17,2005).

4. Plaintiffs' request for injunctive relief is stricken.

In the prayer for relief, Plaintiffs argue they are entitled to injunctive relief to co-locate at

the ADC without having to pay an access fee, to share revenues generated by Globex fees, and to

compel ECMs and other customers to purchase or lease memberships from them to enhance the

value of their Class B shares.

Illinois law governs the determination of whether injunctive relief is an appropriate

remedy and the procedural elements of asserting a claim for injunctive relief. See Am. Food

Mgmt., Inc. v. Henson, 105 111. App. 3d 141, 147 (5th Dist. 1982). "[A]n injunction is an

extraordinary remedy which may be granted when the plaintiff establishes that his remedy at law

is inadequate and he will suffer irreparable harm without the injunctive relief." Sadat v. Am.

Motors Corp., 104 111. 2d 105, 115 (1984). A well-pleaded complaint for injunctive relief must

contain facts that "establish the inadequacy of legal remedy and the irreparable injury the

plaintiff will suffer without the injunction." Id. at 116.

13 442

Plaintiffs contend injunctive relief is necessary because the violations are continuous and

ongoing, making their remedy at law inadequate. However, Plaintiffs have failed to plead

specific facts necessary to demonstrate this element or the suffering of irreparable harm.

Plaintiffs argue "no magic words are required" to plead facts supporting an injunction.

However, facts that clearly establish injunctive relief is necessary still must be pleaded. See

Wilson v. Wilson, 217 111. App. 3d 844, 856 (1st Dist. 1991). Plaintiffs also must plead how

money damages is inadequate and will not make them whole. See Maas v. Cohen Associates, FILED DATE: 12/16/2019 4:01 PM 2014ch00829 Inc., 112 111. App. 3d 191, 196 (1st Dist. 1983) (injunctive relief is not proper where monetary

damages is an adequate remedy). Plaintiffs' mere conclusory allegations fall short of the

requisite pleading standard. Their request for injunctive relief is stricken without prejudice under

section 2-615.

5. Motion to Dismiss Count II is denied.

Plaintiffs plead Count II in the alternative, asserting a breach of implied covenants of

good faith and fair dealing in the CMEG and CBOT Charters. They allege development of the

ADC and other co-location facilities and fees could not have been anticipated by the parties. Had

they been, the members would have negotiated rights to preferential access and co-location fees

at the time of establishment of the Charters.

Under Delaware law, the implied covenant of good faith and fair dealing is "'best

understood as a way of implying terms in the agreement,' whether employed to analyze

unanticipated developments or to fill gaps in the contract's provisions." Dmlap v. State Farm

Fire & Cas. Co., 878 A. 2d 434, 441 (Del. 2005), quoting F.I DuPont de Nemours & Co. v.

Pressman, 679 A. 2d 436, 443 (Del. 1996). Courts will imply terms when "the party asserting the

14 443

implied covenant proves that the other party has acted arbitrarily or unreasonably, thereby

frustrating the fruits of the bargain that the asserting party reasonably expected." Nemec v.

Shrader, 991 A. 2d 1120, 1126 (Del. 2010). "Thus, to properly plead a claim for breach of the

implied covenant, [plaintiff] must allege some injury to his contractual interest as a result of the

breach of the implied obligation." Kuroda v. SPJS Holdings LLC, 971 A. 2d 872, 888-89 (Del.

Ch. 2009). The appropriate legal test "is this: is it clear from what was expressly agreed upon

that the parties who negotiated the express terms of the contract would have agreed to proscribe

the act later complained of as a breach of the implied covenant of good faith — had they thought FILED DATE: 12/16/2019 4:01 PM 2014ch00829 to negotiate with respect to that matter." Katz v. Oak Industries, Inc., 508 A. 2d 873, 880 (Del.

Ch. 1986). If yes, a court may conclude such act constitutes a breach of the implied covenant of

good faith. Id.

Defendants argue the Charters are not silent on the issues raised by Plaintiffs. Rather,

they outline specific Core Rights and Special Voting Rights that require a member vote before

they may be altered. Defendants contend the absence of certain rights and words is meaningful.

They urge the court not to rewrite the Charters to benefit Plaintiffs.

Defendants make much of the fact Class B Plaintiffs did not specifically negotiate rights

relating to Globex and sought only to protect their trading floor access rights and privileges.

However, this ignores how Globex was accessed on the trading floors solely by members and the

lease market that existed prior to co-location. It ignores that close proximity and free Globex

access was a privilege of membership, notwithstanding the advent of open access. It ignores

Plaintiffs' allegations that relocation of Globex to the ADC was not predicted and co-location

fees were not contemplated at the time of demutualization. Had this been known or

15 444

contemplated, Plaintiffs allege they would have negotiated rights expressly in the Core and

Special Voting Rights to preserve the value of their shares.

The court finds merit to Plaintiffs' contention in light of the unanticipated dynamic

changes to Globex, relocation of Globex to the ADC, new co-location fees, and expansion of

access rights to non-members trading on an individual membership. The Charters were designed

to protect critical, fundamental rights of membership, including floor access rights and privileges

and other enumerated trading rights. Accepting as true all well-pled allegations. Plaintiffs have

. sufficiently alleged injury to their contractual rights as a result of a breach of an implied FILED DATE: 12/16/2019 4:01 PM 2014ch00829 obligation.

The court is cognizant the implied duty of good faith and fair dealing is a limited,

extraordinary remedy intended to enforce the parties' contractual bargain by preventing one

party from engaging in conduct that frustrates the other party's right to the benefit of a contract.

Although the doctrine is rarely utilized, it would be premature to dismiss Count II as to

Plaintiffs' preferential fee claims and preferential access to Globex at the ADC. Defendants'

Motion to Dismiss Count II is denied in this regard, but granted to the extent Plaintiffs seek

exclusive access to Globex and revenue sharing in Count II. These claims are barred

unequivocally for the reasons set forth in section 1 of this Order.

CONCLUSION

Defendants' Motion to Dismiss is granted in part as follows: Plaintiffs' claims relating to

revenue sharing, exclusive access to Globex, and disgorgement are dismissed with prejudice.

Allegations based on Core Right 4 and Special Voting Right 3 are stricken. Plaintiffs' request for

16 445

injunctive relief is stricken without prejudice. The Motion to Dismiss is denied in all other

respects.

Plaintiffs are granted to April 16, 2018 to re-plead and file a Third Amended Complaint.

This case is set for status on April 30, 2018, at 9:00 a.m. The court anticipates setting discovery

deadlines on that date as to the meaning of Core and Special Voting Rights and preferential fees.

The parties should discuss an appropriate discovery schedule in advance of the status hearing.

In the meantime, as discussed in open court, the parties are encouraged to try a dispute

resolution process as an alternative to the adversarial court process. Reaching a resolution is FILED DATE: 12/16/2019 4:01 PM 2014ch00829 completely voluntary, but a mediator is in a position to help clarify and streamline the issues and

hopefully find a mutually beneficial solution for everyone involved in a timely, less expensive

way.

IT IS ORDERED:

1. Defendants' Motion to Dismiss is granted in part and denied in part.

2. Plaintiffs shall re-plead and file a Third Amended Complaint by April 16,2018.

This case is set for status on April 30,2018, at 9:00 a.m.

ENTERED: Judge Celia Gamrath, No. 2031 Circuit Court of Cook County, Illinois Chancery Division

17 446

EXHIBIT 47 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 447

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION

AFFIDAVIT OF STEPHEN E. MORRISSEY IN SUPPORT OF PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION, FOR APPOINTMENT OF CLASS REPRESENTATIVES, AND FOR APPOINTMENT OF SUSMAN GODFREY LLP AS CLASS COUNSEL

I, Stephen E. Morrissey, having the requisite personal knowledge, certify under the

requirements of Section 1-109 of the Illinois Code of Civil Procedure as follows:

1. I submit this Affidavit in support of Plaintiffs’ Motion for Class Certification, for

Appointment of Class Representatives, and for Appointment of Susman Godfrey LLP as Class

Counsel.

2. I am an attorney and partner at Susman Godfrey LLP.

3. The accompanying motion seeks the appointment of the five currently named

plaintiffs as class representatives. The proposed class representatives are Sheldon Langer, Ron

Yermack, Lance Goldberg, Robert Prosi and Gerald Petrow. I have advised the proposed class

representatives of their responsibilities in that capacity and am confident that they will discharge

those responsibilities capably. Messrs. Langer, Yermack and Prosi are CME members, and 448

Messrs. Goldberg and Petrow are CBOT members. Messrs. Langer, Yermack and Goldberg have

been named plaintiffs since this case was filed in early 2014, have been actively involved in all

aspects of the case since months before the case was filed, and have shown tremendous

commitment and dedication to the case since its inception. Their participation has included

working with counsel to identify and develop the claims, attending depositions and participating

in discovery, attending court hearings, participating in mediation, and coordinating with counsel

on tactical and strategic matters. I am confident that they will continue to be actively involved in

the case and that they will seek a resolution that is in the best interests of the class. Mr. Prosi and FILED DATE: 12/16/2019 4:01 PM 2014ch00829

Petrow were recently added to the case as named plaintiffs and proposed class representatives

but are similarly engaged and committed. I am confident that they too will discharge their

responsibilities as class representatives in a manner that is in the best interests of the proposed

class.

4. The motion also seeks the appointment of Susman Godfrey as Class Counsel,

supported by co-counsel at Massey & Gail and the Dedendum Group. Since the firm’s founding

in 1980, Susman Godfrey has served as lead counsel in hundreds of class actions and other

complex commercial disputes in courts throughout the country. The firm has represented clients

in some of the largest and most complex cases ever litigated and has demonstrated that it has the

ability and resources to handle those cases effectively and efficiently. Susman Godfrey is

likewise one of the preeminent firms in the country in class action cases, securing billions of

dollars for clients across many fields including antitrust and price-fixing cases, securities

litigation, consumer class actions, and product liability cases.

5. Susman Godfrey’s experiences, track record of success, and staying power are

reflected in its wide recognition as one of the nation’s leading trial firms, including by The 449

American Lawyer in its first-ever “Litigation Boutique of the Year” competition. The firm’s

lawyers are consistently recognized as “Super Lawyers” and “Rising Stars” in the states where

they practice. Susman Godfrey currently has just over one hundred and fifty lawyers nationwide

in its four offices, over 90% of whom served in federal judicial clerkships.

6. I have spent more than 20 years representing plaintiffs and defendants in complex

cases throughout the country. I have served as co-lead counsel in a number of large and

nationwide class actions, including Flo & Eddie, Inc v. Sirius XM Radio, Inc., No. 13-CV-05693

(C.D. Cal.); Ferrick v. Spotify USA Inc., No. 16-CV-00180 (W.D. Cal.); Nix v. Chemours and FILED DATE: 12/16/2019 4:01 PM 2014ch00829

DuPont, No. 7:17-cv-00189 (E.D.N.C.); Irizarry v. Orlando Utilities Comm’n, et al., No. 6:19-

cv-00268 (M.D. Fla). I am also on the Executive Committee in In re Flint Water Cases, No. 16-

10444 (E.D. Mich.) and am one of the lead lawyers in Soundgarden, et al. v. Universal Music

Group Recordings, Inc., No. 2:19-cv-05449 (C.D. Cal.).

7. Stephen D. Susman, another of Plaintiffs’ counsel in this case and Susman

Godfrey’s co-founder, has a history of litigating complex class action cases, from the Corrugated

Container antitrust class action where Mr. Susman’s team recovered $500 million for the

plaintiffs, to his role as interim co-lead counsel representing a class of direct purchasers of shell

egg and egg products in an antitrust action.

8. Robert S. Safi, another Susman Godfrey partner and Plaintiffs’ counsel in this

case, has litigated multiple complex class action cases, including a multi-district class action

litigation asserting claims for economic losses associated with recalls for unintended acceleration

problems in Toyota, Lexus, and Scion vehicles, resulting in a $1.6 billion settlement.

9. Mark Hatch-Miller, also Plaintiffs’ counsel in this case and a Susman Godfrey

partner, secured in May 2014 a $19 million cash settlement for customers of two New York City 450

tour bus companies in an antitrust class action alleging that the companies eliminated

competition between themselves and artificially raised prices for passengers. Mr. Hatch-Miller

is also one of Plaintiffs’ counsel in Soundgarden, et al. v. Universal Music Group Recordings,

Inc., No. 2:19-cv-05449 (C.D. Cal.).

10. I received my undergraduate degree from the University of Iowa with honors and

distinction, and was elected Phi Beta Kappa. I received my law degree from Columbia

University School of Law, where I was a Managing Editor of the Columbia Law Review. After

graduating I clerked for the Hon. David M. Ebel of the U.S. Court of Appeals for the Tenth FILED DATE: 12/16/2019 4:01 PM 2014ch00829

Circuit.

11. Stephen D. Susman received his undergraduate degree magna cum laude from

Yale University and received his law degree from the University of Texas with highest honors.

After clerking for the Hon. John R. Brown of the U.S. Court of Appeals for the Fifth Circuit, Mr.

Susman served as a law clerk for Justice Hugo L. Black of the U.S. Supreme Court.

12. Robert S. Safi received both his undergraduate and law degrees from The

University of Texas at Austin, where he was a member of the Texas Law Review and earned his

degree Order of the Coif. Mr. Safi clerked for the Hon. Vaughn R. Walker of the U.S. District

Court for the Northern District of California.

13. Mark Hatch-Miller received his undergraduate degree from Wesleyan University

with honors and received his law degree from Yale Law School. After clerking for the Hon.

Mark R. Kravitz of the U.S. District Court for the District of Connecticut, Mr. Hatch-Miller

served as a law clerk for the Hon. Reena Raggi of the U.S. Court of Appeals for the Second

Circuit. 451

14. Nicholas C. Carullo earned both his undergraduate and law degrees from the

University of Virginia, where he earned his degree Order of the Coif and was on the board of the

Virginia Law Review. Mr. Carullo clerked for the Hon. Gregg Costa of the U.S. Court of

Appeals for the Fifth Circuit.

Under penalties provided by law pursuant to Section 1-109 of the Illinois Code of Civil

Procedure, the undersigned certifies that the statements set forth in this Affidavit are true and

correct, except as to matters herein stated to be on information and belief and as to such matters

the undersigned certifies as aforesaid that I verily believe the same to be true. FILED DATE: 12/16/2019 4:01 PM 2014ch00829

Executed at Chicago, Illinois, this 21st day of November 2019.

Dated: November 21, 2019

By: /s/ Stephen E. Morrissey______Stephen E. Morrissey

452

EXHIBIT 48 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 453

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION

AFFIDAVIT OF SUYASH AGRAWAL IN SUPPORT OF PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION, FOR APPOINTMENT OF CLASS REPRESENTATIVES, AND FOR APPOINTMENT OF SUSMAN GODFREY LLP AS CLASS COUNSEL

I, Suyash Agrawal, having the requisite personal knowledge, certify under the

requirements of Section 1-109 of the Illinois Code of Civil Procedure as follows:

1. I submit this Affidavit in support of Plaintiffs’ Motion for Class Certification, for

Appointment of Class Representatives, and for Appointment of Susman Godfrey LLP as Class

Counsel.

2. I am an attorney and partner at Massey & Gail LLP (“M&G” or the “Firm”) and

the primary M&G partner on this case.

3. With principal offices in Chicago, Illinois and Washington, D.C., M&G is a

litigation boutique that handles high-stakes, complex cases across the country in every type of

forum—state and federal courts, administrative tribunals, arbitrations, and other dispute

resolution proceedings. The Firm’s decades of experience in the courtroom, plus its deep bench 454

of seasoned attorneys, give it uncommon litigation firepower. The Firm routinely handles class

actions for both plaintiffs and defendants covering a variety of substantive legal areas. Some of

M&G’s representative experience is referenced at the following link on the Firm website:

https://www.masseygail.com/what-we-do/complex-commercial/

4. I have worked on and handled class actions for over fifteen years. For example, I

have represented parties in class actions concerning deceptive trade practices, consumer fraud,

securities fraud claims, price-fixing, bid-rigging, Telephone Consumer Protection Act claims,

and unfair competition. Before joining M&G, I founded and managed Agrawal Evans LLP, my FILED DATE: 12/16/2019 4:01 PM 2014ch00829

own commercial litigation boutique in Chicago, Illinois. Before that, I was a partner at Susman

Godfrey LLP.

5. I graduated magna cum laude from Bucknell University and received my law

degree with honors from The University of Chicago Law School, where I was a member of The

University of Chicago Law Review. In 2003 to 2004, I clerked for the Hon. Jacques L. Wiener,

Jr. on the U.S. Court of Appeals for the Fifth Circuit.

Under penalties provided by law pursuant to Section 1-109 of the Illinois Code of Civil Procedure, the undersigned certifies that the statements set forth in this Affidavit are true and correct, except as to matters herein stated to be on information and belief and as to such matters the undersigned certifies as aforesaid that I verily believe the same to be true.

Executed at Chicago, Illinois, this 21st day of November 2019.

Dated: November 21, 2019

By: /s/ Suyash Agrawal______Suyash Agrawal

455

EXHIBIT 49 FILED DATE: 12/16/2019 4:01 PM 2014ch00829 456

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION

AFFIDAVIT OF NEAL WEINFELD IN SUPPORT OF PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION, FOR APPOINTMENT OF CLASS REPRESENTATIVES, AND FOR APPOINTMENT OF SUSMAN GODFREY LLP AS CLASS COUNSEL

I, Neal Weinfeld, having the requisite personal knowledge, certify under the requirements

of Section 1-109 of the Illinois Code of Civil Procedure as follows:

1. I submit this Affidavit in support of Plaintiffs’ Motion for Class Certification, for

Appointment of Class Representatives, and for Appointment of Susman Godfrey LLP as Class

Counsel.

2. I am an attorney and principal of DedendumGroup in Chicago, Illinois.

3. I have had more than 30 years’ experience representing clients on matters

involving complex scientific issues, in particular chemistry and physics. I have spent the last

seven years investigating high frequency trading, co-located trading, computer hardware,

algorithms, and market abuses. 457

4. I was a partner at several large law firms and represented industrial clients in

matters concerning compliance with federal, state, and local statutes and regulations.

5. During the past four years, I have focused my practice exclusively on scientific

and regulatory matters working with Susman Godfrey on class action cases. This has included

evaluating abuses by market makers manipulating equities and derivatives order pricing to the

detriment of traditional traders.

6. I have an undergraduate degree from Cornell University and a law degree from

Vanderbilt University. FILED DATE: 12/16/2019 4:01 PM 2014ch00829

Under penalties provided by law pursuant to Section 1-109 of the Illinois Code of Civil

Procedure, the undersigned certifies that the statements set forth in this Affidavit are true and

correct, except as to matters herein stated to be on information and belief and as to such matters

the undersigned certifies as aforesaid that I verily believe the same to be true.

Executed at Chicago, Illinois, this 21st day of November 2019.

Dated: November 21, 2019

By: /s/ Neal Weinfeld______Neal Weinfeld