Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, CME Holdings and CBOT Holdings shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOT.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, CME Holdings and CBOT Holdings shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof of this Agreement, the Company shall prepare a proxy statement (the “Proxy Statement”), reasonably satisfactory to the Purchaser and to keep its special counsel, soliciting the Form S-4 effective as long as is necessary to consummate approval of the Merger Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby. thereby (cthe “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Each Business Days following the date hereof and prior to the filing of CME Holdings and CBOT Holdings shallthe preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, as promptly as practicable ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, no later than four (4) Business Days after receipt thereofof such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the other Parties copies of any written comments Purchaser and advise the other Parties of any oral comments, with respect special counsel to the Joint Proxy Statement/Prospectus received from Purchaser with the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement such proposed response to the Form S-4 and any communications prior to filing such with the SEC and Commission. The Company will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable diligent efforts to cause the Joint definitive Proxy Statement/Prospectus Statement to be mailed to its respective stockholders and members shareholders as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection filing with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4Commission. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOT.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, CME Holdings and CBOT Holdings shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CME Holdings The Company shall prepare and file the Form S-4Proxy Statement with the SEC pursuant to the Exchange Act no later than August 2, 2004; provided that Holding and its counsel shall be given reasonable opportunity prior to such filing to review and comment on the Proxy Statement prior to the filing thereof with the SEC. The Joint Company will cause the Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (b) Each , including Regulation 14C and Rule 14f-1 of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shallExchange Act, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts notice to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other PartiesHolding, promptly after it receives receiving notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company agrees to use its commercially reasonable efforts, after consultation with Holding, to respond promptly to any comments or requests made by the SEC with respect to the Proxy Statement/Prospectus . No filing of, or amendment or supplement (including by incorporation by reference) to, or correspondence to the SEC or its staff with respect to, the Proxy Statement will be made by the Company without the approval of Holding, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by the Company which are incorporated by reference in the Proxy Statement, this right of approval shall apply only with respect to information relating to Holding, Comsys or their respective businesses, financial condition or results of operations, or this Agreement or the Form S-4transactions contemplated hereby. (b) Holding and Comsys agree to use their commercially reasonable efforts to cooperate and to provide the Company with such information as it may reasonably request in connection with the preparation of the Proxy Statement. Each party agrees promptly to supplement, update and correct any information provided by it for use in the Proxy Statement if and to the extent that it is or shall have become incomplete, false or misleading. (c) The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the date that the SEC completes its review of the Proxy Statement or, if the SEC chooses not to review the Proxy Statement, within five days after the date that the SEC notifies the Company that it will not review the Proxy Statement. (d) The Company shall, as soon as practicable after the date hereof, and in accordance with the Company Charter, Company Bylaws and applicable law, establish a record date (which will be as soon as practicable after the date hereof) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") solely for the purpose of considering and taking action upon (i) this Agreement, (ii) the amendment and restatement of the Company Charter and (iii) the Staffing Disposition, provided, however, that the Company may elect to include for consideration at the Company Stockholders Meeting (and include in the Proxy Statement) (x) its annual election of directors and (y) the ratification of its auditors for fiscal 2004. Notwithstanding anything herein to the contrary, and subject to applicable law and applicable NASD rules, the Company may, provided it has fully complied with Sections 6.1(a), (b) and (c), hold its Company Stockholders Meeting at a time of its choosing, provided, however, that such Company Stockholders Meeting shall be held not later than 30 days following the mailing by the Company of its Proxy Statement to the Company Stockholders or such shorter period as necessary to ensure that the Company Stockholders Meeting is held no later than five business days before the expiration date of the Commitment Letter as set forth in the Commitment Letter. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Holding, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that the Company may so postpone or adjourn the Company Stockholders Meeting without the consent of Holding under the following circumstances: (A) for the absence of a quorum, or (B) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company believes in good faith is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's stockholders prior to the Company Stockholders Meeting, or (C) in the event the Board of Directors of the Company withdraws, modifies or changes in accordance with the terms of this Agreement its recommendation that this Agreement and the Merger are in the best interests of the Company and its stockholders; provided, further, that in the event that the Company Stockholders Meeting is delayed to a date after the Termination Date (as defined in Section 8.1(b)) as a result of either (A) or (B) above, then the Termination Date shall be extended to the fifth business day after such date). Each of the proposals set forth in clauses (i) through (iii) shall be conditioned upon approval of all of the other proposals set forth in clauses (i) through (iii), and no such proposal shall be implemented unless all four proposals are implemented, and the Company shall include statements to that effect in the Proxy Statement. The Board of Directors of the Company shall declare that this Agreement and the Merger and each of the matters set forth in clauses (ii) and (iii) above are advisable and in the best interests of the Company and its stockholders and recommend that this Agreement and each of the matters set forth in clauses (ii) and (iii) above be approved by the stockholders of the Company and include in the Proxy Statement a copy of such recommendations; provided, however, that the Board of Directors of the Company may withdraw, modify or change its recommendation with respect to this Agreement, the Merger and/or any of the other matters set forth in clauses (ii) or (iii) above if, but only if it has determined in good faith, after consultation with outside counsel, that withdrawal, modification or change of any such recommendation is, in the good faith judgment of the Board of Directors of the Company, required by the Board of Directors to comply with its fiduciary duties imposed by applicable law. Unless the Board of Directors of the Company has withdrawn or modified its recommendation of this Agreement and any of the matters contained in clauses (ii) or (iii) above in compliance with this Section 6.1(d), the Company shall use its commercially reasonable best efforts to solicit from stockholders of the Company proxies in favor of (i) the adoption of this Agreement, (ii) the amendment and restatement of the Company Charter and (iii) the approval of the Staffing Disposition, and shall take all other commercially reasonable action necessary or advisable to secure the vote or consent of stockholders required by applicable law to effect the Merger and other transactions contemplated by this Agreement. (e) If at As soon as practicable (and in any time prior event not later than one business day) following the execution of this Agreement: (i) Holding will obtain from the Holding Stockholders the Holding Stockholder Consent and promptly deliver to the Effective Time any information relating Company a true and correct copy thereof; and (ii) The Company will execute the Merger Sub Stockholder Consent and promptly deliver to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of Comsys a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC true and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOTcorrect copy thereof.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereof, CME Holdings and CBOT Holdings the Company shall prepare and file shall cause to be filed with the SEC mutually acceptable in preliminary form a proxy materials that shall constitute the proxy statement/prospectus statement relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Shareholders’ Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the “Joint Proxy Statement/Prospectus”). Except as expressly contemplated by Section 6.02(f), the Proxy Statement shall include the Recommendation with respect to the Merger, the Fairness Opinion (if not withdrawn, and subject to the consent of Lazard) and CME Holdings shall prepare and file a copy of Section 351.455 of the Form S-4MGBCL. The Joint Company shall cause the Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each promulgated thereunder and to satisfy all rules of CME Holdings Nasdaq. The Company shall promptly notify the Parent Entities upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and CBOT Holdings shall provide the Parent Entities with copies of all related correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC respond as promptly as reasonably practicable after to any comments of the date hereof and to keep SEC or the Form S-4 effective as long as is necessary to consummate staff of the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, SEC with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings The Company shall provide CBOT Holdings with a the Parent Entities and their counsel reasonable opportunity to review and comment on the Proxy Statement (including any amendment amendments or supplement to the Form S-4 revisions thereto) and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws materials used in connection with the Merger and Shareholders’ Meeting that (i) constitute “proxy materials” or “solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 promulgated under the Exchange Act or (ii) are otherwise used for the “solicitation” of “proxies” as those terms are defined in Rule 14a-1 promulgated under the Exchange Act, in each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time case prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed filing thereof with the SEC and disseminated or the dissemination thereof to the stockholders Company’s shareholders and members of CME Holdingsshall give good faith consideration to any comments made by Parent or its counsel, CBOT Holdings and CBOTbut the Company shall not be obligated to incorporate any such comment.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereofof this Agreement, CME Holdings and CBOT Holdings provided that Parent and ▇▇▇▇▇▇ Sub have complied in all respects with Section 6.04(b), no later than thirty (30) calendar days after the date of this Agreement, the Company shall prepare and file shall cause to be filed with the SEC mutually acceptable in preliminary form a proxy materials that shall constitute the proxy statement/prospectus statement relating to the matters to be submitted to Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the stockholders of CME Holdings at “Proxy Statement”). Unless there has been an Adverse Recommendation Change made in accordance with Section 6.03(b), the CME Holdings Stockholders Meeting and to Proxy Statement shall include the stockholders and members of CBOT Holdings and CBOT, respectivelyBoard Recommendation. The Company will cause the Proxy Statement, at the CBOT Holdings Meetings (such proxy statement/prospectus, and time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part time of the Form S-4 as CME HoldingsStockholders’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as Meeting, not to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of contain any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation, warranty or covenant is made by the Party that discovers Company with respect to information supplied by or on behalf of Parent or Merger Sub (or their Representatives) for inclusion or incorporation by reference in the Proxy Statement. The Company will cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy in all material respects the rules of Nasdaq. The Company shall give Parent and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to filing such information shall promptly notify documents with the other Parties hereto andSEC or disseminating such documents to stockholders of the Company and reasonable opportunity to review and comment on all responses to requests from the SEC for additional information, in each case, to the extent required reasonably practicable. The Company shall consider in good faith any comments made by LawParent and its counsel with respect to the foregoing; provided, an appropriate amendment however, that the Company may amend or supplement describing such information the Proxy Statement without the review or comment of Parent to effect an Adverse Recommendation Change pursuant to and in accordance with Section 6.03. The Company shall be promptly filed with notify Parent upon the receipt of any comments from the SEC and disseminated or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the stockholders Proxy Statement, and members shall promptly provide Parent with copies of CME Holdingsall correspondence with respect to the Proxy Statement or the Transactions between the Company and its Representatives, CBOT Holdings on the one hand, and CBOTthe SEC or the staff of the SEC, on the other hand. The Company shall use commercially reasonable efforts to respond as promptly as reasonably practicable to, and Parent shall use commercially reasonable efforts to assist the Company in responding to, any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment in accordance with this Section 6.04(a) on any proposed written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent a reasonable opportunity to review and to propose comments on such document or response.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, CME Holdings Bannix and CBOT Holdings the Company shall jointly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of Bannix or the Company, as applicable), and the Company shall file with the SEC mutually acceptable proxy materials SEC, the Proxy Statement (it being understood that the Proxy Statement shall constitute the include a proxy statement/prospectus relating of Bannix which will be included therein and which will be used for the Bannix Stockholders Meeting to adopt and approve the Bannix Stockholder Approval Matters and other matters or proposals reasonably related to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting Bannix Stockholder Approval Matters, all in accordance with and to the stockholders and members of CBOT Holdings and CBOTas required by B▇▇▇▇▇’s Governing Documents, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectusapplicable Law, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) applicable rules and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part regulations of the Form S-4 as CME Holdings’ prospectusSEC and Nasdaq). The Form S-4 Each of the Company and Bannix shall use its reasonable best efforts to (a) cause the Joint Proxy Statement/Prospectus shall Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective promulgated by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral commentsincluding, with respect to the Joint Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Proxy Statement/Prospectus received Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC. CME Holdings shall provide CBOT Holdings ); (b) promptly notify the others of, reasonably cooperate with a reasonable opportunity each other with respect to review and comment on respond promptly to any amendment or supplement to the Form S-4 and any communications prior to filing such with comments of the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with or its staff; (c) have the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is Statement declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which Act as promptly as reasonably practicable after it is not now so qualified filed with the SEC; and (d) keep the Proxy Statement in effect through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. Bannix, on the one hand, and the Company, on the other hand, shall promptly furnish, or to file a general consent to service of process) required cause to be taken under any applicable state securities laws in connection with furnished, to the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish other all information concerning it such Party and the holders of its capital stock and membership interests, as applicable, as Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for inclusion in any other statement, filing, notice or application made by or on behalf of Bannix to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or the Ancillary Documents. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Proxy Statement, then (i) such actionParty shall promptly inform, in the case of Bannix, the Company, or, in the case of the Company, Bannix, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of Bannix, the Company, or, in the case of the Company, Bannix (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Proxy Statement; (iii) Bannix shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the Bannix Stockholders. Each Party will Bannix shall as promptly as reasonably practicable advise the other Parties, promptly after it receives notice thereof, Company of the time when of effectiveness of the Form S-4 has become effectiveProxy Statement, the issuance of any stop order, order relating thereto or the suspension of the qualification of the CME Holdings Class A Bannix Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, and the Company and Bannix shall each use its reasonable best efforts to have any such stop order or any request by the SEC for amendment suspension lifted, reversed or otherwise terminated. Each of the Joint Proxy Statement/Prospectus Parties shall use reasonable best efforts to ensure that none of the information related to him, her or the Form S-4. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, it or any of their respective Affiliateshis, officers her or directorsits Representatives, should be discovered supplied by CME Holdingsor on his, CBOT Holdings her or CBOT its behalf for inclusion or incorporation by reference in the Proxy Statement will, at the time the Proxy Statement is initially filed with the SEC, at each time at which should be set forth in an amendment it is amended, or supplement to at the time it becomes effective under the Securities Act contain any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOT.

Preparation of Proxy Statement. (a) As Promptly following the date hereof, the Company shall prepare and file with the SEC a preliminary proxy statement (such proxy statement, together with any amendments thereto, the "Proxy Statement") relating --------------- to approval and adoption of this Agreement by the holders of the Shares (the "Company Stockholders"). The Company shall use its commercially reasonable best -------------------- efforts to have the Proxy Statement cleared by the SEC, put in definitive form and mailed to the Company Stockholders as promptly as reasonably practicable following the date hereof, CME Holdings and CBOT Holdings shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings Company shall, as promptly as practicable after the receipt thereof, provide the other Parties to Purchaser copies of any written comments and advise the other Parties Purchaser of any oral comments, with respect to the Joint Proxy Statement/Prospectus Statement received from the staff of the SEC. CME Holdings shall The Company will provide CBOT Holdings Purchaser with a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement to the Form S-4 and any communications thereto prior to filing such with the SEC and will promptly provide CBOT Holdings with Purchaser a copy of all such filings and communications made with the SEC. (db) Each of CME HoldingsThe Company represents and warrants that (i) the information in the Proxy Statement will not, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause at the Joint time the Proxy Statement/Prospectus to be Statement is mailed to its respective stockholders the Company Stockholders (the "Proxy Mailing Date"), and members as soon as reasonably practicable after at the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, time of the time when the Form S-4 has become effective, the issuance of ------------------ Company Stockholder Meeting contain any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading, and (ii) the Party Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except in each case with respect to information provided by the Purchaser in writing specifically for inclusion in the Proxy Statement as to which the Company assumes no responsibility. (c) Purchaser represents and warrants that discovers such information (i) it shall promptly notify the other Parties hereto and, furnish to the extent Company all necessary information concerning itself, its stockholders and its Affiliates required for inclusion in the Proxy Statement or reasonably requested by Lawthe Company in connection with this Section 5; and (ii) information provided by the Purchaser in writing specifically for inclusion in the Proxy Statement will not, an appropriate amendment or supplement describing such information shall be promptly filed with at the SEC and disseminated time the Proxy Statement is mailed to the stockholders Company Stockholders and members at the time of CME Holdingsthe Company Stockholder Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, CBOT Holdings and CBOTin light of the circumstances under which they are made, not misleading.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereof (and in any event, but subject to Parent’s timely performance of its obligations under Section 6.04(b), within twenty (20) Business Days hereof), CME Holdings and CBOT Holdings the Company shall prepare and file shall cause to be filed with the SEC mutually acceptable in preliminary form a proxy materials that shall constitute the proxy statement/prospectus statement relating to the matters Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Unless there is an Adverse Recommendation Change pursuant to be submitted to Section 6.03, the stockholders of CME Holdings at Proxy Statement shall include the CME Holdings Stockholders Meeting and to Board Recommendation. The Company will cause the stockholders and members of CBOT Holdings and CBOT, respectivelyProxy Statement, at the CBOT Holdings Meetings (such proxy statement/prospectus, and time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part time of the Form S-4 as CME HoldingsStockholders’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as Meeting, to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of not contain any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Party that discovers such Company with respect to information supplied by Parent or Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement. The Company will cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of the NASDAQ. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other Parties hereto and, hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the extent required by LawProxy Statement, an appropriate amendment or supplement describing and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such information shall be promptly filed with written comments of the SEC and disseminated or its staff. Prior to the stockholders filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and members of CME Holdings, CBOT Holdings Merger Sub and CBOTtheir Representatives a reasonable opportunity to review and to propose comments on such document or response and shall consider in good faith any comments so proposed.

Preparation of Proxy Statement. (a) Ryme▇, ▇▇rger Sub and Parent shall furnish to each other all information concerning such person or such person's business that is required by applicable Law to be included in the Proxy Statement. As promptly soon as reasonably practicable following after the date hereof, CME Holdings and CBOT Holdings shall but in any event not later than April 25, 2001, Ryme▇ ▇▇▇ll prepare and file with the SEC mutually acceptable (after providing Merger Sub and Parent with a reasonable opportunity to review and comment thereon) preliminary proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Stockholders' Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the “Joint "Proxy Statement/Prospectus”") and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part use its best efforts to promptly respond to any comments of the Form S-4 staff ("Staff") of the SEC (after providing Merger Sub and Parent with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to Ryme▇'▇ ▇▇▇ckholders as CME Holdings’ prospectuspromptly as practicable after responding to all such comments to the satisfaction of the Staff. The Form S-4 Ryme▇ ▇▇▇ll notify Merger Sub and Parent promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between Ryme▇ ▇▇ any of its representatives, on the one hand, and the Joint SEC, on the other hand, with respect to the Proxy Statement/Prospectus shall Statement or the Merger. Ryme▇ ▇▇▇l cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange 1934 Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts thereunder applicable to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger Proxy Statement and the transactions contemplated thereby. solicitation of proxies for the Stockholders' Meeting (cincluding any requirement to amend or supplement the Proxy Statement) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide each party shall furnish to the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement it and its affiliates to any of the Form S-4 or the Joint Proxy Statement/Prospectus so ensure that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, regarding the parties hereto and their affiliates and such transactions contained in light of the circumstances under which they were made, Proxy Statement will not misleading, on the Party that discovers such information shall promptly notify date the other Parties hereto and, to the extent required by Law, an appropriate amendment Proxy Statement is mailed or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOT.on

Preparation of Proxy Statement. (a) As promptly The Company shall, as reasonably practicable following soon as practicable, but in any event (assuming prompt compliance by the other parties with their obligations under this Section 7.02) within thirty (30) days after the date hereof, CME Holdings and CBOT Holdings shall prepare and file (after providing Merger Sub with the SEC mutually acceptable a reasonable opportunity to review and comment thereon) preliminary proxy materials that shall constitute (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the proxy statement/prospectus Exchange Act) relating to the matters meeting of the holders of shares of Company Common Stock to be submitted to held in connection with the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings Transactions (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the “Joint "PROXY STATEMENT") (or, if requested by Merger Sub and applicable, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement/Prospectus”Statement being deemed to refer to such information statement, to the extent applicable) with the SEC (provided, that if the Proxy Statement is not filed within 30 days after the date of this Agreement, but the Company is using its best efforts to cause the Proxy Statement to be promptly filed, it shall not be deemed a material breach of this Agreement by the Company). The Company shall thereafter use its commercially reasonable efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and CME Holdings shall prepare and file to cause the Form S-4Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Joint Proxy Statement/Prospectus will be included in and will constitute a part Company shall notify Merger Sub promptly of the Form S-4 as CME Holdings’ prospectusreceipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Form S-4 and Company will cause the Joint Proxy Statement/Prospectus shall Statement (other than portions relating to the Merger Sub or the Investor Group) to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts thereunder applicable to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger Proxy Statement and the transactions contemplated thereby. solicitation of proxies for the Stockholders' Meeting (c) Each including any requirement to amend or supplement the Proxy Statement). Merger Sub and the members of CME Holdings the Investor Group shall cooperate with the Company in the preparation of the Proxy Statement, and CBOT Holdings shallwithout limiting the generality of the foregoing, as each party shall promptly as practicable after receipt thereof, provide furnish to the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect such information relating to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and its affiliates and the holders of its capital stock Transactions and membership interests, as applicable, such further and supplemental information as may be reasonably requested in connection with any such action. Each Party will advise by the other Parties, party and shall promptly after it receives notice thereof, of notify the time when the Form S-4 has become effective, the issuance other party of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable change in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) such information. If at any time prior to the Effective Time Stockholders Meeting there shall occur any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which event that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information Company shall promptly notify the other Parties hereto andprepare and mail to its stockholders such an amendment or supplement; PROVIDED, to the extent required by Law, an appropriate that no such amendment or supplement describing such information shall to the Proxy Statement will be promptly filed made by the Company without providing the Merger Sub a reasonable opportunity to review and comment thereon. (b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the SEC and disseminated Company, consented to the stockholders and members inclusion of CME Holdings, CBOT Holdings and CBOTreferences to its opinion in the Proxy Statement.

Preparation of Proxy Statement. Each of the Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (aincluding the preliminary Proxy Statement) As and any amendment or supplement to the preliminary Proxy Statement. The Company shall promptly as reasonably practicable following the date hereof, CME Holdings and CBOT Holdings shall prepare and file with the SEC mutually acceptable proxy materials a preliminary Proxy Statement (and in any event no later than 30 days following the date of this Agreement); provided, however, that the Company shall constitute furnish such preliminary Proxy Statement to Parent and give Parent and its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting SEC and to the stockholders and members of CBOT Holdings and CBOTshall accept all reasonable additions, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and any amendments deletions or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4changes suggested by Parent in connection therewith. The Joint Proxy Statement/Prospectus will be included in and will constitute a part Company shall notify Parent of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions receipt of any comments of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, staff with respect to the Joint preliminary Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent, 39 as promptly as reasonably practicable, copies of all written correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement/Prospectus . If comments are received from the SEC staff with respect to the preliminary Proxy Statement, the Company shall respond as promptly as reasonably practicable to the comments of the SEC. CME Holdings The Company shall provide CBOT Holdings Parent and its legal counsel with a reasonable opportunity to review and comment on any amendment or supplement to each of the Form S-4 preliminary and any communications the definitive Proxy Statement prior to filing such with the SEC and will shall accept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent shall promptly provide CBOT Holdings the Company with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to information as may be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws included in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, Proxy Statement or as may be reasonably requested in connection with required to respond to any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, comment of the time when SEC staff. After all the Form S-4 has become effective, comments received from the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request SEC have been cleared by the SEC for amendment of staff and all information required to be contained in the Joint Proxy Statement/Prospectus or Statement has been included therein by the Form S-4. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingCompany, the Party that discovers such information Company shall promptly notify file the other Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed definitive Proxy Statement with the SEC and disseminated cause the Proxy Statement to be mailed (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the stockholders and members record date established by the Board of CME Holdings, CBOT Holdings and CBOTDirectors of the Company.

Preparation of Proxy Statement. Offering Memorandum; Stockholders ---------------------------------------------------------------- Meeting. ------- (a) As promptly as reasonably practicable following the date hereof, CME Holdings the Company and CBOT Holdings the Buyer Group shall prepare and file with the SEC mutually cooperate in preparing acceptable proxy materials that which shall constitute the proxy statement/prospectus statement relating to the matters to be submitted to the Company's stockholders of CME Holdings at the CME Holdings Company's meeting of stockholders (the "Stockholders Meeting Meeting") and offering memorandum of MedSource relating to the stockholders and members offering of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings MedSource Shares (such proxy statement/prospectusoffering memorandum, and any amendments or supplements thereto, the “Joint "Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4Offering Memorandum"). The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 Company and the Joint Proxy Statement/Prospectus Buyer Group shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings party with a reasonable opportunity to review and comment on any amendment or supplement draft of the Proxy Statement/Offering Memorandum prior to delivery of the Proxy Statement/Offering Memorandum to the Form S-4 and any communications prior to filing such with stockholders of the SEC and Company. The Company will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable best efforts to cause the Joint Proxy Statement/Prospectus Offering Memorandum to be mailed to its respective the Company's stockholders and members as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service acceptance of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) Buyer Group. If at any time prior to the Effective Time any information relating to CME Holdingsthe Company, CBOT Holdings or CBOT, the Buyer Group or any of their its respective Affiliatesaffiliates, officers officers, or directors, should be discovered by CME Holdingsone of the parties hereto, CBOT Holdings or CBOT which information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus Offering Memorandum so that any of such documents it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information party shall promptly notify the other Parties hereto party and, to the extent required by Lawlaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the Company. (b) The Company shall duly take all lawful action to call, give notice of, convene and members hold a Stockholders Meeting on December 29, 2000, or such other date determined in accordance with the mutual agreement of CME Holdingsthe Company and the Buyer Group, CBOT Holdings for the purpose of obtaining the stockholder approval of the Merger and CBOTshall take all lawful action to solicit the Stockholder Vote, regardless of whether or not the Board of Directors of the Company recommends adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company.

Preparation of Proxy Statement. (a) As promptly The Company shall, as reasonably soon as practicable following (and if all other parties hereto comply with their obligations under this Section 7.02, within thirty (30) days after the date hereof), CME Holdings and CBOT Holdings shall prepare and file (after providing Merger Sub with the SEC mutually acceptable a reasonable opportunity to review and comment thereon) preliminary proxy materials that shall constitute (including, without limitation, a Schedule 13E-3 filing, if required to be filed under the proxy statement/prospectus Exchange Act) relating to the matters meeting of the holders of shares of Company Common Stock to be submitted to held in connection with the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings Transactions (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the “Joint "Proxy Statement/Prospectus”") (or, if requested by Merger Sub and permitted by Law, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use its commercially reasonable efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and CME Holdings shall prepare and file to cause the Form S-4Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Joint Proxy Statement/Prospectus will be included in and will constitute a part Company shall notify Merger Sub promptly of the Form S-4 as CME Holdings’ prospectusreceipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Form S-4 and Company will cause the Joint Proxy Statement/Prospectus shall Statement (other than portions relating to Parent or Merger Sub) to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts thereunder applicable to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger Proxy Statement and the transactions contemplated thereby. solicitation of proxies for the Shareholders' Meeting (c) Each including any requirement to amend or supplement the Proxy Statement). Merger Sub and Parent shall cooperate with the Company in the preparation of CME Holdings the Proxy Statement, and CBOT Holdings shallwithout limiting the generality of the foregoing, as promptly as practicable after receipt thereof, provide each party shall furnish to the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect such information relating to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and its affiliates and the holders of its capital stock Transactions and membership interests, as applicable, such further and supplemental information as may be reasonably requested in connection with any such action. Each Party will advise by the other Parties, party and shall promptly after it receives notice thereof, of notify the time when the Form S-4 has become effective, the issuance other party of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable change in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) such information. If at any time prior to the Effective Time Shareholders Meeting there shall occur any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which event that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information Company shall promptly notify the other Parties hereto andprepare and mail to its shareholders such an amendment or supplement; provided, to the extent required by Law, an appropriate that no such amendment or supplement describing such information shall to the Proxy Statement will be promptly filed made by the Company without providing Merger Sub a reasonable opportunity to review and comment thereon. (b) Unless the Board of Directors or the Special Committee determines in good faith, following consultation with its outside counsel as to legal matters, that its fiduciary duties require otherwise, the Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof, and represents that the Special Committee Financial Advisor has, subject to the terms of its engagement letter with the SEC and disseminated Company, consented to the stockholders and members inclusion of CME Holdings, CBOT Holdings and CBOTreferences to its opinion in the Proxy Statement.

Preparation of Proxy Statement. (a) As promptly as Within a reasonably practicable time following the date hereofof this Agreement and subject to each of Buyer’s and Sellers’ ability to provide the financial statements (taking into account “financial statement staleness” requirements) and such additional information required to be included in the Proxy Statement (as defined herein), CME Holdings Buyer and CBOT Holdings the Sellers shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either Buyer or the Sellers, as applicable), and Buyer shall file with the SEC mutually acceptable SEC, a proxy materials that shall constitute statement (the proxy statement/prospectus relating “Proxy Statement”) of Buyer which will be used for the Buyer stockholder meeting (the “Buyer Stockholder Meeting”) to solicit the Shareholder Approval of the Agreement and the transactions contemplated herein (the “Acquisition Matters”), including the issuance of the Closing Shares and Earn-Out Shares and other matters reasonably related to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting Acquisition Matters, all in accordance with and to the stockholders and members of CBOT Holdings and CBOTas required by Buyer’s Organizational Documents, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectusapplicable law, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) applicable rules and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part regulations of the Form S-4 as CME Holdings’ prospectus. The Form S-4 SEC and the Joint Nasdaq Stock Market). (b) Each of Buyer and the Sellers shall use its reasonable best efforts to: (i) cause the Proxy Statement/Prospectus shall Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective promulgated by the SEC (including, in the case of the Sellers, using reasonable best efforts to provide the financial statements (audited and unaudited) of, and any other information with respect to, the Sellers and pro forma financial statements for all periods, and in the form, required to be included in the Proxy Statement under securities laws (after giving effect to any waivers received) or in response to any comments or requests from the SEC and to cause the Sellers’ independent auditor to deliver the required audit opinions and consents); (ii) promptly notify the Sellers upon receipt of, reasonably cooperate with each other with respect to and respond promptly to, any comments or requests of the SEC or its staff; (iii) promptly prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of Buyer or the Sellers, as applicable) any amendments or supplements to the Proxy Statement in order to address comments or requests from the SEC or its staff; and (iv) resolve all comments or requests from the SEC or its staff with respect to the Proxy promptly as reasonably practicable after it is filed with the date hereof SEC; and to keep the Form S-4 effective Proxy Statement compliant through the Closing and as long as is necessary in order to consummate permit the Merger and consummation of the transactions contemplated therebyby this Agreement. (c) Each Buyer, on the one hand, and each of CME Holdings and CBOT Holdings shallthe Sellers, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning the Buyer or each Seller, as promptly applicable, and each of their respective affiliates and representatives that may be required or reasonably requested in connection with any action contemplated by this Section 6.15 or for inclusion in any other statement, filing, notice or application made by or on behalf of Buyer or the Sellers to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement or any ancillary documents or as practicable after receipt thereofmay be required in order to comply with any applicable SEC or Nasdaq filing requirements, provide including following the Closing, providing any required financial statements or delivering customary tax representation letters to counsel to enable counsel to deliver any tax opinions requested or required by the SEC to be submitted in connection therewith; provided, however, that neither Buyer nor any Seller shall use any such information for any purposes other than those contemplated by this Agreement or any ancillary document unless Buyer or the Sellers, as applicable, obtains the prior written consent of the other Parties copies party. (d) If Buyer or any Seller becomes aware of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any information that should be disclosed in an amendment or supplement to the Form S-4 Proxy Statement, then: (i) the Buyer or Seller, as applicable, shall promptly inform the other part(ies) thereof; (ii) the Sellers and any communications prior Buyer shall prepare and mutually agree upon (such agreement not to filing be unreasonably withheld, conditioned or delayed by either the Sellers or Buyer), an amendment or supplement to the Proxy Statement; and (iii) Buyer shall as promptly as practicable file such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made mutually agreed upon amendment or supplement with the SEC. (de) Each of CME Holdings, CBOT Holdings and CBOT Buyer shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, Sellers of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger Closing Shares or Earn-Out Shares (if any) for offering or sale in any jurisdiction, and Buyer and the Sellers shall each use its reasonable best efforts to have any such suspension lifted, reversed or any request by the SEC for amendment otherwise terminated. Each of the Joint Proxy Statement/Prospectus Buyer and the Sellers shall use reasonable best efforts to ensure that none of the information related to him, her or the Form S-4. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, it or any of his, her or its affiliates or its or their respective Affiliatesrepresentatives, officers supplied by or directorson his, should be discovered her or its behalf for inclusion or incorporation by CME Holdingsreference in the Proxy Statement will, CBOT Holdings at the time the Proxy Statement is initially filed with the SEC, at each time at which it is amended or CBOT which should be set forth in an amendment supplemented, or supplement at the time it is disseminated to the stockholders of Buyer, contain any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading. Buyer shall provide the Sellers the opportunity to review all such documents within a reasonable time prior to filing and shall not file any such documents without the Sellers’s prior written consent, the Party that discovers such information which consent shall promptly notify the other Parties hereto andnot to be unreasonably withheld, to the extent required by Law, an appropriate amendment conditioned or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOTdelayed.

Preparation of Proxy Statement. (a) As promptly The Company shall, as reasonably practicable following soon as practicable, but in any event within thirty (30) days after the date hereof, CME Holdings and CBOT Holdings shall prepare and file (after providing Merger Sub with the SEC mutually acceptable a reasonable opportunity to review and comment thereon) preliminary proxy materials that shall constitute (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the proxy statement/prospectus Exchange Act) relating to the matters meeting of the holders of shares of Company Common Stock to be submitted to held in connection with the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings Transactions (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the “Joint "PROXY STATEMENT") (or, if requested by Merger Sub and applicable, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement/Prospectus”Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use its commercially reasonable efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and CME Holdings shall prepare and file to cause the Form S-4Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Joint Proxy Statement/Prospectus will be included in and will constitute a part Company shall notify Merger Sub promptly of the Form S-4 as CME Holdings’ prospectusreceipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Form S-4 and Company will cause the Joint Proxy Statement/Prospectus shall Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts thereunder applicable to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger Proxy Statement and the transactions contemplated thereby. solicitation of proxies for the Shareholders' Meeting (cincluding any requirement to amend or supplement the Proxy Statement) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide each party shall furnish to the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect such information relating to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and its affiliates and the holders of its capital stock Transactions and membership interests, as applicable, such further and supplemental information as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOT.reasonably

Preparation of Proxy Statement. (a) As promptly The Company shall, as reasonably practicable following soon as practicable, but in any event (assuming prompt compliance by the other parties with their obligations under this Section 7.02) within thirty (30) days after the date hereof, CME Holdings and CBOT Holdings shall prepare and file (after providing Merger Sub with the SEC mutually acceptable a reasonable opportunity to review and comment thereon) preliminary proxy materials that shall constitute (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the proxy statement/prospectus Exchange Act) relating to the matters meeting of the holders of shares of Company Common Stock to be submitted to held in connection with the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings Transactions (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the “Joint "Proxy Statement/Prospectus”") (or, if requested by Merger Sub and applicable, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC (provided, that if the Proxy Statement is not filed within 30 days after the date of this Agreement, but the Company is using its best efforts to cause the Proxy Statement to be promptly filed, it shall not be deemed a material breach of this Agreement by the Company). The Company shall thereafter use its commercially reasonable efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and CME Holdings shall prepare and file to cause the Form S-4Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Joint Proxy Statement/Prospectus will be included in and will constitute a part Company shall notify Merger Sub promptly of the Form S-4 as CME Holdings’ prospectusreceipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Transactions. The Form S-4 and Company will cause the Joint Proxy Statement/Prospectus shall Statement (other than portions relating to the Merger Sub or the Investor Group) to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts thereunder applicable to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger Proxy Statement and the transactions contemplated thereby. solicitation of proxies for the Stockholders' Meeting (c) Each including any requirement to amend or supplement the Proxy Statement). Merger Sub and the members of CME Holdings the Investor Group shall cooperate with the Company in the preparation of the Proxy Statement, and CBOT Holdings shallwithout limiting the generality of the foregoing, as each party shall promptly as practicable after receipt thereof, provide furnish to the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect such information relating to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and its affiliates and the holders of its capital stock Transactions and membership interests, as applicable, such further and supplemental information as may be reasonably requested in connection with any such action. Each Party will advise by the other Parties, party and shall promptly after it receives notice thereof, of notify the time when the Form S-4 has become effective, the issuance other party of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable change in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) such information. If at any time prior to the Effective Time Stockholders Meeting there shall occur any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which event that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information Company shall promptly notify the other Parties hereto andprepare and mail to its stockholders such an amendment or supplement; provided, to the extent required by Law, an appropriate that no such amendment or supplement describing such information shall to the Proxy Statement will be promptly filed made by the Company without providing the Merger Sub a reasonable opportunity to review and comment thereon. (b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of the Company's Board of Directors, subject to any modification, amendment or withdrawal thereof, and represents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the SEC and disseminated Company, consented to the stockholders and members inclusion of CME Holdings, CBOT Holdings and CBOTreferences to its opinion in the Proxy Statement.

Preparation of Proxy Statement. STOCKHOLDER MEETING. (a) As promptly as reasonably practicable following after Buyer or MergerCo first purchases Shares pursuant to the date hereofOffer, CME Holdings and CBOT Holdings if required by applicable law, the Company shall prepare and file with the SEC mutually acceptable a preliminary proxy materials that shall constitute or information statement in accordance with the proxy statement/prospectus Exchange Act relating to the matters Merger and this Agreement and use its best efforts (x) to obtain and furnish the information required to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and by the Exchange Act and the rules SEC in the Proxy Statement and, after consultation with Buyer, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and regulations thereundercause a definitive proxy or information statement, including any amendment or supplement thereto to be mailed to its stockholders, provided that no amendment or supplement to the Proxy Statement or information statement will be made by the Company without consultation with Buyer and its counsel. If, at any time prior to the Stockholders Meeting, any event, with respect to the Company, its Subsidiaries, directors, officers, and/or the Merger or the other transactions contemplated hereby, shall occur, which is required to be described in the Proxy Statement, the Company shall so describe such event and, to the extent required by applicable law, shall cause it to be disseminated to the Company's stockholders. (b) Each The Company will immediately notify MergerCo and its affiliates of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have (i) the Form S-4 declared effective by receipt of any comments from the SEC as promptly as practicable after regarding the date hereof Proxy Statement and to keep (ii) the Form S-4 effective as long as is necessary to consummate approval of the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from Statement by the SEC. CME Holdings MergerCo shall provide CBOT Holdings with be given a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such all filings with the SEC and will all mailings to the Company's stockholders in connection with the Merger prior to the filing or mailing thereof, and the Company shall use its best efforts to reflect all such reasonable comments. (c) The Company will, as promptly provide CBOT Holdings as practicable following the expiration of the Offer and in consultation with MergerCo, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of approving this Agreement and the transactions contemplated by this Agreement. The Company will, through its Board of Directors, recommend to its stockholders approval of the foregoing matters and seek to obtain all votes and approvals thereof by the stockholders, as set forth in Section 4.15; PROVIDED, HOWEVER; that the obligations contained herein shall be subject to the provisions of Section 7.6 of this Agreement. Subject to the foregoing, such recommendation, together with a copy of all the opinion referred to in Section 4.14 shall be included in the Proxy Statement. The Company will use its best efforts to hold such filings meetings as soon as practicable after the date hereof. Notwithstanding the foregoing, if MergerCo shall acquire at least 90% of the outstanding Company Common Stock pursuant to the Offer, MergerCo may, in its sole discretion, and communications made in lieu of completing the Merger in accordance with this Agreement, cause the Company to be merged into Merger Co, or MergerCo into the Company, in either case without a Stockholders Meeting and in accordance with the SECDelaware law; provided, however, that in such event, the rights of stockholders of the Company under this Agreement (including, without limitation, the right to receive the Merger Consideration) shall not be adversely affected thereby (other than the right to receive the Proxy Statement, attend the Stockholders Meeting and vote on the Merger, which shall no longer be applicable). (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts The Company will cause its transfer agent to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital make stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior transfer records relating to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and, Company available to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with reasonably necessary to effectuate the SEC and disseminated to the stockholders and members intent of CME Holdings, CBOT Holdings and CBOTthis Agreement.

Preparation of Proxy Statement. As soon as practicable after the Agreement Date (a) As promptly as reasonably practicable following subject to Parent’s performance of its obligations under Section 6.1(b)), the date hereof, CME Holdings and CBOT Holdings Company shall prepare and file shall cause to be filed with the SEC mutually acceptable in preliminary form a proxy materials that shall constitute the proxy statement/prospectus statement relating to the matters to be submitted Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 5.2(f), the Proxy Statement shall include the Recommendation with respect to the stockholders Merger, the Fairness Opinion and a copy of CME Holdings at Section 262 of the CME Holdings Stockholders Meeting and to DGCL. The Company shall cause the stockholders and members of CBOT Holdings and CBOT, respectivelyProxy Statement, at the CBOT Holdings Meetings (such proxy statement/prospectus, and time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part time of the Form S-4 as CME HoldingsStockholders’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as Meeting, to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of not contain any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Party that discovers such Company with respect to information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to (i) comply as to form in all material respects with the provisions of the Exchange Act and satisfy the rules and regulations promulgated thereunder and (ii) satisfy all rules of the NYSE. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or its staff, on the other Parties hereto and, hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or its staff with respect to the extent required by LawProxy Statement, an appropriate amendment or supplement describing and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such information shall be promptly filed with written comments of the SEC and disseminated or its staff. Prior to the stockholders filing of the Proxy Statement or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC or its staff with respect thereto, the Company shall provide Parent and members of CME Holdings, CBOT Holdings Merger Sub a reasonable opportunity to review and CBOTto propose comments on such document or response.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereofof this Agreement and subject to the remaining provisions of this Section 6.3, CME Holdings and CBOT Holdings shall prepare in any event, within fifteen (15) Business Days after the date of this Agreement, Seller will prepare, after reasonable consultation with Buyer, and file cause to be filed with the SEC mutually acceptable a proxy materials that shall constitute the proxy statement/prospectus statement in preliminary form relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Stockholders’ Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and including any amendments amendment or supplements supplement thereto, the “Joint Proxy Statement/Prospectus”) ). Subject to Section 6.2, the Proxy Statement will contain Seller Board Recommendation. Buyer will furnish all information concerning Buyer and CME Holdings shall prepare and file their respective Affiliates as Seller or its Representatives may reasonably request in connection with the Form S-4. The Joint preparation of the Proxy Statement/Prospectus . Buyer and Seller will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall each use commercially reasonable efforts to have the Form S-4 declared effective by SEC confirm that it has no further comments on the SEC Proxy Statement as promptly as reasonably practicable after such filing. Seller will use reasonable best efforts to cause the Proxy Statement to be mailed to the stockholders of Seller as promptly as reasonably practicable after the date hereof on which the SEC confirms that it does not plan to review or it has no further comments on the Proxy Statement. Seller shall cooperate with and to keep Buyer informed on a reasonably current basis regarding its solicitation efforts and voting results following dissemination of the Form S-4 effective as long as is necessary to consummate definitive Proxy Statement. For the Merger and avoidance of doubt, Seller will not file the Proxy Statement or any other required filing in connection with the transactions contemplated thereby. (c) Each of CME Holdings under this Agreement without providing Buyer and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with its counsel a reasonable opportunity to review and comment on such document. (b) Seller will, as promptly as reasonably practicable, notify Buyer of (i) the receipt of any comments from the SEC and all other written correspondence and oral communications with the SEC relating to the Proxy Statement or the transactions contemplated by this Agreement and (ii) any request by the SEC for any amendment or supplement to the Form S-4 Proxy Statement or for additional information with respect thereto, and, in each case, shall provide Buyer with copies of all correspondence between it or any of its Representatives, on the one hand, and any communications prior to filing such with the SEC or its staff, on the other hand, with respect to the Proxy Statement or any other related filing or the transactions contemplated hereunder. (c) Except with respect to any disclosure or communication that relates to a Seller Takeover Proposal or a Seller Adverse Recommendation Change, Seller will provide Buyer a reasonable opportunity to review and comment on the Proxy Statement or any response to comments received from the SEC in respect thereof (including the proposed final version of such document or response) and will promptly provide CBOT Holdings with a copy consider in good faith any comments thereon made by Buyer or its counsel; provided, that any statement regarding Buyer or any of all its Affiliates contained in such filings and communications made with documents or responses shall require the SECprior written consent of Buyer. (d) Each Seller agrees, as to itself and its Controlled Affiliates (including the Acquired Entity), that none of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take information included by it or any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interestsControlled Affiliates (including the Acquired Entity) for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact. If, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time receipt of Stockholder Approval, any information relating to CME Holdings, CBOT Holdings Seller or CBOTBuyer, or any of their respective Affiliates, officers or directors, should be discovered by CME HoldingsSeller or Buyer which, CBOT Holdings in the reasonable judgment of Seller or CBOT which Buyer, as the case may be, should be set forth in an amendment of, or a supplement to any of to, the Form S-4 or the Joint Proxy Statement/Prospectus , so that any of such documents would not include contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party party that discovers such information shall promptly notify the other Parties hereto parties hereto, and Seller and Buyer shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by applicable Law, an appropriate in disseminating the information contained in such amendment or supplement describing such information to the stockholders of Seller. Nothing in this Section 6.3(d) shall be promptly filed limit the rights or obligations of any party under any other paragraph of this Section 6.3. (e) All documents that Seller is responsible for filing with the SEC in connection with the transactions contemplated hereunder will comply as to form and disseminated to substance in all material respects with the stockholders and members applicable requirements of CME Holdings, CBOT Holdings and CBOTthe Exchange Act.

Preparation of Proxy Statement. (a) As Company shall as promptly as reasonably practicable following the date hereofof this Agreement (but in no event later than ten (10) Business Days following the date of this Agreement (or such later date as Company and Buyer may mutually agree)) prepare, CME Holdings and CBOT Holdings shall prepare in consultation with Buyer, and file with the SEC mutually acceptable proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4Statement in preliminary form. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings Company shall use commercially all reasonable efforts to have the Form S-4 declared effective Proxy Statement be cleared by the SEC and its staff under the Exchange Act as promptly as practicable after such filing. Company shall promptly notify Buyer upon the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect or written comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Joint Proxy Statement and shall promptly provide Buyer with copies of all written correspondence and a summary of all oral communications between it, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement/Prospectus received from the SEC. CME Holdings Company shall cooperate with and provide CBOT Holdings Buyer with a reasonable opportunity to review and comment on the Proxy Statement and any amendment substantive correspondence (including responses to SEC or supplement staff comments), amendments or supplements to the Form S-4 and any communications Proxy Statement prior to filing such with the SEC or otherwise responding to the SEC or staff, consider such comments in good faith, and will promptly shall provide CBOT Holdings with to Buyer a copy of all such filings and communications made with the SEC. . Company shall use commercially reasonable efforts (dwith the assistance of, and after consultation with, Buyer and its counsel as provided by this Section 6.2(a)) Each of CME Holdings, CBOT Holdings to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement and CBOT Company shall use commercially reasonable efforts to cause have the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members Statement cleared by the SEC as soon promptly as reasonably practicable after practicable. No filing or mailing of, or amendment or supplement to, the Form S-4 is declared effective under Proxy Statement will be made by Company without providing Buyer and its counsel a reasonable opportunity to review and comment thereon (which reasonable and timely comments shall be considered by Company in good faith). (b) Buyer shall cooperate with Company in the Securities Act. CME Holdings preparation of the Proxy Statement and shall take furnish to Company all information reasonably requested as may be reasonably necessary or advisable in connection with the Proxy Statement or any action (other than qualifying filing or application made by or on behalf of Company or any of its Consolidated Subsidiaries to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws Governmental Entity in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior Transactions. Prior to the Effective Time any information relating to CME HoldingsTime, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information each party hereto shall promptly notify the other Parties hereto andparty upon becoming aware of any event or circumstance that is required to be described in an amendment to the Proxy Statement or in a supplement to the Proxy Statement. (c) The Company agrees to supplement, update and correct any information provided by it for use in the Proxy Statement if and to the extent required by Law, an appropriate amendment or supplement describing that such information is or shall be have become incomplete, false or misleading promptly filed with the SEC and disseminated to the stockholders and members after becoming aware of CME Holdings, CBOT Holdings and CBOTany such fact.

Preparation of Proxy Statement. Stockholders -------------------------------------------- Meeting. (a) As promptly The Company shall, as reasonably practicable following the date hereofsoon as practicable, CME Holdings and CBOT Holdings shall prepare and file ------- with the SEC mutually acceptable the proxy materials that shall constitute the proxy statement/prospectus statement relating to the matters Merger and the Transactions to be submitted to the Company's stockholders of CME Holdings at the CME Holdings Company Stockholders Meeting to approve the Merger and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings Transactions (such proxy statement/prospectusmaterials, and any amendments or supplements theretosupplements, the “Joint Proxy Statement/Prospectus”"PROXY STATEMENT") in preliminary form, and CME Holdings the Company shall prepare and file use its --------------- reasonable best efforts to respond as promptly as practicable to any comments of the Form S-4SEC with respect thereto. The Joint Proxy Statement/Prospectus will Parent shall promptly provide to the Company all information regarding the Parent required to be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form Statement in all material respects accordance with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC thereunder. Except as promptly otherwise expressly permitted in accordance with Section 6.02(d), the Proxy Statement shall include the recommendation --------------- of the Company Board as practicable after the date hereof provided in Section 4.04(b). Parent and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings its counsel --------------- shall provide CBOT Holdings with be given a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Proxy Statement and any communications all related proxy materials prior to filing such documents being filed with the SEC. At the earliest practical date following clearance of the Proxy Statement by the SEC, the Company shall use its reasonable best efforts to prepare and file with the SEC the definitive Proxy Statement and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint definitive Proxy Statement/Prospectus Statement to be mailed to its respective stockholders and members as soon as reasonably the Company's stockholders, in each case at the earliest practicable after date following the Form S-4 is declared effective under filing of the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection preliminary Proxy Statement with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such actionSEC. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to receipt of the Effective Time Company Stockholder Approval there shall occur any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which event that should be set forth in an amendment or supplement to any the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. (b) The Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the "COMPANY STOCKHOLDERS MEETING") for the purpose of seeking the Company ---------------------------- Stockholder Approval. The record and meeting dates for the Company Stockholders Meeting shall be established so as to permit completion of the Form S-4 or Merger and the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit other Transactions at the earliest practicable date and shall be reasonably acceptable to state any material fact necessary to make the statements therein, in light each of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information Company and Parent. (c) The Company shall be promptly filed required to comply with Section 7.01(b) notwithstanding any action taken by the SEC Company Board pursuant --------------- to Section 6.02 (d) to withdraw or modify its approval or recommendation of the --------------- Merger and disseminated this Agreement or to the stockholders and members of CME Holdings, CBOT Holdings and CBOTapprove or recommend any Superior Company Proposal.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, CME Holdings Parent and CBOT Holdings the Company shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the proxy statementProxy Statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CME Holdings Parent shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ Parent’s prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings Parent and CBOT Holdings the Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings Parent and CBOT Holdings the Company shall, as promptly as practicable after receipt thereof, provide the other Parties party copies of any written comments and advise the other Parties party of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings Parent shall provide CBOT Holdings the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC SEC, and will promptly provide CBOT Holdings the Company with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall The Company will use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective the Company’s stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger Share Issuance and each of CME Holdings, CBOT Holdings and CBOT the Company shall furnish all information concerning it the Company and the holders of its capital stock and membership interests, as applicable, Company Common Stock as may be reasonably requested in connection with any such action. Each Party party will advise the other Partiesparty, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings Parent or CBOTthe Company, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings Parent or CBOT the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party party that discovers such information shall promptly notify the other Parties party hereto and, to the extent required by Lawlaw, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOTthe Company.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereof, CME Holdings and CBOT Holdings the Company shall prepare and file (subject to Parent’s timely performance of its obligations under Section 6.05(b)), promptly following the No Shop Period Start Date, shall cause to be filed with the SEC mutually acceptable in preliminary form a proxy materials that shall constitute the proxy statement/prospectus statement relating to the matters Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Unless there is an Adverse Recommendation Change pursuant to be submitted to Section 6.04, the stockholders of CME Holdings at Proxy Statement shall include the CME Holdings Stockholders Meeting and to Board Recommendation. The Company will cause the stockholders and members of CBOT Holdings and CBOT, respectivelyProxy Statement, at the CBOT Holdings Meetings (such proxy statement/prospectus, and time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part time of the Form S-4 as CME HoldingsStockholders’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as Meeting, to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of not contain any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing for inclusion or incorporation by reference in the Proxy Statement. The Company will use its reasonable best efforts to cause the Proxy Statement to comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of NASDAQ. The Company shall, as promptly as reasonably practicable, notify Parent and Merger Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide, as promptly as reasonably practicable, Parent and Merger Sub with copies of all material correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in any telephone conferences or meetings with respect to such comments as well as the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Party that discovers Company shall provide Parent and Merger Sub and their Representatives a reasonable opportunity to review and to propose comments on such information document or response and shall promptly notify consider in good faith any comments so proposed. Parent and the other Parties hereto and, Company shall each use reasonable best efforts to have the extent required Proxy Statement cleared by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOTas promptly as reasonably practicable after filing.

Preparation of Proxy Statement. the Company Stockholders Meeting (a) As promptly The Company shall, as reasonably soon as practicable following the date hereofacquisition by Merger Sub of the Minimum Shares pursuant to the Offer, CME Holdings to the extent necessary to consummate the Merger, duly call, give notice of, convene and CBOT Holdings hold a meeting (or obtain the written consents) of its stockholders (the “Company Stockholders Meeting”) for the purpose of obtaining the Required Company Vote, and the Company shall, through the Company Board, recommend to its stockholders that they accept the Offer and tender all of their shares of Company Common Stock to Merger Sub and approve the transactions contemplated by this Agreement; provided, however, that the Company Board may withdraw or modify such recommendation in accordance with Section 5.4. Parent shall vote or cause to be voted all shares of Company Common Stock owned of record by Parent or Merger Sub in favor of the transactions contemplated by this Agreement. (b) Notwithstanding the preceding paragraph or any other provision of this Agreement, in the event Merger Sub owns 90% or more of the outstanding shares of Company Common Stock following the expiration of the Offer and any exercise of the Company Option, the Company shall not be required to call the Company Stockholders Meeting or to file or mail the Proxy Statement, and the parties hereto shall, at the request of Parent and subject to Article VI, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following such expiration without a meeting of stockholders of the Company in accordance with Section 253 of the DGCL and Section 5.16 of the TBCA. (c) If required by applicable law, as soon as practicable following Parent’s request, the Company shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings Company shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable its best efforts to cause the Joint Proxy Statement/Prospectus Statement to be mailed to its respective the Company’s stockholders and members as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4practicable. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOT.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereofof this Agreement, CME Holdings and CBOT Holdings in any event, within 20 calendar days after the date of this Agreement, the Company shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the proxy statement/prospectus relating Proxy Statement in preliminary form. The Company will use reasonable best efforts to cause the Proxy Statement to be disseminated to the matters holders of the Shares, as promptly as practicable (and in any event within five Business Days) after the Proxy Statement is cleared by the SEC. Subject to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and any amendments or supplements theretoSection 5.2, the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file Statement will contain the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 Company Recommendation and the Joint Proxy Statement/Prospectus Company shall comply as use reasonable best efforts to form in all material respects with obtain the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunderStockholder Approval. (b) Each of CME Holdings The Parent Parties will provide for inclusion or incorporation by reference in the Proxy Statement all required information relating to Parent or its Affiliates. Parent and CBOT Holdings its counsel shall use commercially reasonable efforts be given the opportunity to have review and comment on the Form S-4 declared effective by Proxy Statement before it is filed with the SEC. The Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC as or its staff with respect to the Proxy Statement promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger receipt of such comments or other communications, and the transactions contemplated therebyopportunity to review and comment on such comments. The Company will respond promptly to any such comments from the SEC or its staff. (c) Each of CME Holdings the Company and CBOT Holdings shall, as the Parent Parties agrees to promptly as practicable after receipt thereof, provide (i) correct any information provided by it specifically for use in the other Parties copies of any written comments Proxy Statement if and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings extent that such information shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment have become false or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business misleading in any jurisdiction material respect and (ii) supplement the information provided by it specifically for use in which it is not now so qualified or the Proxy Statement to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time include any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth that shall become necessary in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary order to make the statements thereinin the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and to be disseminated to the holders of the Shares, the Party that discovers such information shall promptly notify the other Parties hereto and, in each case as and to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOTapplicable federal securities Laws.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, CME Holdings the Company and CBOT Holdings Svac shall prepare jointly prepare, and Svac shall file with the SEC mutually acceptable in accordance with the Exchange Act, a proxy materials that shall constitute statement (the proxy statement/prospectus relating “Proxy Statement”) in connection with the solicitation of proxies from Svac Shareholders to approve the proposals set forth below at the Svac EGM of the holders of Svac Class A Ordinary Shares: (i) approval of the Transactions; (ii) approval of the Svac Articles of Association; (iii) approval of the issuance of Svac Class A Ordinary Shares in connection with the Transactions (including pursuant to the matters to be submitted consummation of the Subscription Agreements) in accordance with this Agreement, in each case to the stockholders extent required by the Nasdaq listing rules; (iv) the adoption of CME Holdings at the CME Holdings Stockholders Meeting and Svac Equity Incentive Plan; and (v) approval of any other proposals reasonably necessary or appropriate to consummate the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings Transactions (such proxy statement/prospectus, and any amendments or supplements theretocollectively, the “Joint Proposals” and the proxy statement containing the Proposals, the “Proxy Statement/Prospectus”) and CME Holdings shall prepare and file ). Without the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part prior written consent of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and Company, the Joint Proxy Statement/Prospectus Proposals shall comply as be the only matters (other than procedural matters) which Svac shall propose to form in all material respects with be acted on by Svac’s shareholders at the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunderSvac EGM. (b) Each of CME Holdings Svac and CBOT Holdings the Company shall use commercially reasonable efforts to have cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the Form S-4 declared effective preparation of the Proxy Statement, and to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, SEC. Svac shall provide the other Parties Company with copies of any written comments and advise shall inform the other Parties Company of any oral comments, comments that Svac receives from the SEC or its staff with respect to the Joint Proxy Statement/Prospectus received from Statement promptly after the SEC. CME Holdings receipt of such comments and shall provide CBOT Holdings with give the Company a reasonable opportunity to review and comment on any amendment proposed written or supplement oral responses to such comments prior to responding to the Form S-4 SEC or its staff. Each of Svac and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably conditioned, withheld or delayed), any response to such comments with respect to the Proxy Statement and any communications prior amendment to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Proxy Statement filed in response thereto. Each of CME Holdings, CBOT Holdings Svac and CBOT the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, ensure that none of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior information related to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, it or any of their respective its Affiliates, officers supplied by or directorson its behalf for inclusion in the Proxy Statement will, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement at the date it is first mailed to any the Svac Shareholders and at the time of the Form S-4 or the Joint Proxy Statement/Prospectus so that Svac EGM, contain any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. If Svac or the Company becomes aware that any information contained in the Proxy Statement shall have become false or misleading in any material respect or that the Proxy Statement is required to be amended in order to comply with applicable Law, the Party that discovers then (i) such information party shall promptly notify inform the other Parties hereto party and (ii) Svac, on the one hand, and the Company, on the other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) an amendment or supplement to the Proxy Statement. Svac and the Company shall use commercially reasonable efforts to cause the Proxy Statement, as so amended or supplemented, or additional soliciting materials, if appropriate, to be filed with the SEC and, to the extent required by Law, an appropriate to be disseminated to the Svac Shareholders. (c) Each of Svac and the Company shall use commercially reasonable efforts to promptly furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Svac or the Company or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Transactions (including any amendment or supplement describing to the Proxy Statement). To the extent not prohibited by Law, Svac will advise the Company, reasonably promptly after Svac receives notice thereof, of the time when any supplement or amendment to the Proxy Statement has been filed, of the issuance of any suspension of the qualification of the Svac Class A Ordinary Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such information shall be promptly purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement or other document filed with the SEC in connection with the Transactions or request by the SEC for additional information. (d) Without limiting the generality of Section 7.02(c), the Company shall use commercially reasonable efforts to promptly furnish to Svac for inclusion in the Proxy Statement: (i) audited consolidated financial statements of the Company and disseminated its Subsidiaries as of and for the years ended March 31, 2019, 2020 and 2021, prepared in accordance with, and complying with in all material respects, GAAP, Regulation S-X and other applicable accounting requirements and with the rules and regulation of the SEC, the Exchange Act and the Securities Act applicable to a registrant and audited by the Company’s independent auditor in accordance with PCAOB auditing standards; (ii) unaudited condensed consolidated financial statements of the Company and its Subsidiaries as of and for the six months ended September 30, 2021 and September 30, 2020 prepared in accordance with, and complying with in all material respects, GAAP, Regulation S-X and other applicable accounting requirements and with the rules and regulation of the SEC, the Exchange Act and the Securities Act applicable to a registrant and reviewed by the Company’s independent auditor in accordance with PCAOB Auditing Standard 4105; (iii) other financial statements, reports and information with respect to the Company and its Subsidiaries that may be required to be included in the Proxy Statement under the rules and regulations of the SEC, the Exchange Act and the Securities Act; and (iv) auditor’s reports and consents to use such financial statements and reports in the Proxy Statement. (e) Svac shall use commercially reasonable efforts to obtain all necessary state Securities Law or “blue sky” permits and approvals required to carry out the Transactions, and the Company shall promptly furnish all information concerning the Company Group and any of their respective members or stockholders and members of CME Holdings, CBOT Holdings and CBOTas may be reasonably requested in connection with any such action.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable Promptly following the date hereofAmended Execution Date, CME Holdings Sabine Investor Holdings, AIV Holdings, and CBOT Holdings Forest shall prepare cooperate in preparing, and Forest shall file with the SEC mutually acceptable SEC, a proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings statement (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the “Joint Proxy Statement/Prospectus”) in order to seek the Forest Stockholder Approval, the Authorized Share Amendment Approval, the Name Change Amendment Approval and, subject to the Forest Board approving the Forest Oil Corporation 2014 Long Term Incentive Plan (the “2014 LTIP”) (which shall be considered in good faith by the Forest Board as promptly as practicable following the mutual agreement of Forest and CME Sabine Investor Holdings shall prepare and file on the Form S-4definitive form thereof), the LTIP Proposal Approvals. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) thereunder and other applicable Law. Each of CME Sabine Investor Holdings, AIV Holdings and CBOT Holdings shall Forest will use commercially its reasonable best efforts to have the Form S-4 declared effective Proxy Statement cleared by the SEC as promptly as is practicable after the date hereof filing, and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each each of CME Sabine Investor Holdings, AIV Holdings and CBOT Holdings shall, Forest shall use its respective reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Forest Common Stock as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from Statement shall have been cleared by the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any No amendment or supplement to the Form S-4 and Proxy Statement shall be filed without the approval of Sabine Investor Holdings or AIV Holdings (such approval not to be unreasonably withheld, conditioned or delayed) if such amendment or supplement relates to information in such document relating to any communications prior to filing such with the SEC and will promptly provide CBOT Sabine Party, AIV Holdings with a copy or their Affiliates or their business, financial condition or results of all such filings and communications made with the SECoperations. (db) Each of CME Sabine Investor Holdings, CBOT AIV Holdings and CBOT shall Forest each agrees, as to itself and its Subsidiaries, to use commercially reasonable best efforts to cause so that none of the Joint Proxy Statement/Prospectus information supplied or to be mailed supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to its respective stockholders and members as soon as reasonably practicable after at the Form S-4 is declared effective under time of the Securities Act. CME Holdings shall take Forest Stockholder Meeting, contain any action (other than qualifying untrue statement of a material fact or omit to do business in state any jurisdiction in which it is not now so qualified or to file a general consent to service of process) material fact required to be taken under any applicable state securities laws stated therein or necessary to make the statements therein, in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, light of the time when the Form S-4 has become effectivecircumstances under which such statement was made, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4not misleading. (ec) If at any time prior to the Effective Time Time, any party discovers any information relating to CME Holdings, CBOT Sabine Holdings or CBOTForest, or any of their respective Affiliates, directors or officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party party that discovers such information shall promptly notify the other Parties hereto party and an appropriate amendment or supplement describing such information the parties shall promptly file with the SEC and, to the extent required by Law, an appropriate amendment or supplement describing disseminate such information to the stockholders of Forest. (d) The parties shall be notify each other promptly filed with of the receipt of any correspondence, communications or comments from the SEC or the staff of the SEC and disseminated of any request by the SEC or the staff of the SEC for amendments or supplements to the stockholders Proxy Statement or for additional information and members shall supply each other with (i) copies of CME Holdingsall correspondence and a description of all material oral discussions between it or any of its respective Representatives, CBOT Holdings on the one hand, and CBOTthe SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the Transactions and (ii) copies of all orders of the SEC relating to the Proxy Statement.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following the date hereof, CME Holdings and CBOT Holdings shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof of this Agreement, the Company shall prepare a proxy statement (the “Proxy Statement”), reasonably satisfactory to the Purchaser and to keep its special counsel, soliciting the Form S-4 effective as long as is necessary to consummate approval of the Merger Company’s common shareholders of the Transaction Documents (other than the Services Agreement) and the transactions contemplated thereby. thereby (cthe “Proposal”). The draft of such preliminary Proxy Statement shall be provided to the Purchaser and special counsel to the Purchaser for their review no later than ten (10) Each Business Days following the date hereof and prior to the filing of CME Holdings and CBOT Holdings shallthe preliminary Proxy Statement with the Commission. The Purchaser or the Purchaser’s special counsel shall provide any comments in writing to counsel to the Company, as promptly as practicable L▇▇▇▇ L▇▇▇▇▇▇ & S▇▇▇ LLP, no later than four (4) Business Days after receipt thereofof such draft of the preliminary Proxy Statement (all comments to the Proxy Statement provided by the Purchaser or the Purchaser’s special counsel shall be in the form of word for word proposed revisions and not general suggestions). The Company shall file with the Commission the preliminary Proxy Statement no later than five (5) Business Days following the date of the Company’s receipt of Purchaser’s or Purchaser’s special counsel’s comments thereto. The Company shall cause the Proxy Statement to comply with the rules and regulations promulgated by the Commission, and shall use its best efforts to respond promptly to any comments of the Commission or its staff, such responses to be reasonably satisfactory to the Purchaser and its special counsel. Prior to responding to any comments of the Commission on such proxy materials, the Company shall furnish to the Purchaser and special counsel to the Purchaser a copy of any correspondence from the Commission relating to the proxy statement and the proposed response to the Commission’s comments and provide the other Parties copies of any written comments Purchaser and advise the other Parties of any oral comments, with respect special counsel to the Joint Proxy Statement/Prospectus received from Purchaser with the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement such proposed response to the Form S-4 and any communications prior to filing such with the SEC and Commission. The Company will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable diligent efforts to cause the Joint definitive Proxy Statement/Prospectus Statement to be mailed to its respective stockholders and members shareholders as soon promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection filing with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4Commission. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOT.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable Subject to Section 6.3 below, the Company shall, within 10 Business Days following the date hereofacceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, CME Holdings and CBOT Holdings shall prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the SEC mutually acceptable proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings Transactions (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the “Joint "Proxy Statement/Prospectus”") (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and CME Holdings shall prepare and file to cause the Form S-4Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Joint Company shall promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement/Prospectus will be included in and will constitute a part , any of the Form S-4 as CME Holdings’ prospectusTransaction Agreements or any of the Transactions. The Form S-4 and Company will cause the Joint Proxy Statement/Prospectus shall Statement (other than portions relating to Parent and/or the Purchaser) to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts thereunder applicable to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger Proxy Statement and the transactions contemplated thereby. solicitation of proxies for the Stockholders' Meeting (cincluding any requirement to amend or supplement the Proxy Statement) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide each party shall furnish to the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect such information relating to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and its Affiliates and the holders of its capital stock Transactions and membership interests, as applicable, such further and supplemental information as may be reasonably requested in connection with any such action. Each Party will advise by the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) party. If at any time prior to the Effective Time Stockholders' Meeting there shall occur any information relating event that is required under the Exchange Act or by the SEC to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information Company shall promptly notify the other Parties hereto and, prepare and mail to the extent required by Law, an appropriate its stockholders such amendment or supplement; provided that no such amendment or supplement describing such information to the Proxy Statement will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be promptly filed unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and disseminated its staff, including meetings and telephone conferences, relating to the stockholders and Proxy Statement, this Agreement or the Transactions. (b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of CME Holdingsthe Company's Board of Directors, CBOT Holdings subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and CBOTrepresents that the Company's Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement.

Preparation of Proxy Statement. (a) As promptly as reasonably practicable following after execution of this Agreement and in any event within forty-five (45) days after the date hereof, CME Holdings and CBOT Holdings the Company shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CME Holdings , which shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form meet in all material respects with the requirements of applicable provisions Laws, to seek the approval of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each Company’s shareholders of CME Holdings and CBOT Holdings this Agreement. The Company shall use commercially reasonable efforts respond promptly to have the Form S-4 declared effective any comments made by the SEC as with respect to the Proxy Statement and any preliminary version thereof filed by it. The Company shall promptly as practicable after notify Parent of the date hereof receipt of any comments of the SEC with respect to the Proxy Statement and shall provide to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties Parent copies of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SECSEC in connection with the Proxy Statement. CME Holdings Parent shall provide CBOT Holdings with a reasonable be provided an opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause including the Joint Proxy Statement/Prospectus , and all mailings to be mailed the Company’s shareholders in connection with this Agreement or the Merger, and the Company shall give reasonable consideration to its respective stockholders and members as soon as all comments proposed by Parent. Parent shall promptly provide any information or responses to comments or other assistance reasonably practicable after requested by the Form S-4 is declared effective under Company or the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws SEC in connection with the Merger foregoing. (b) The Proxy Statement shall include, (i) subject to Section 6.03, the recommendation of the Company’s Board of Directors that the Company’s shareholders vote to approve this Agreement (the “Company Board Recommendation”), and each of CME Holdings, CBOT Holdings and CBOT (ii) the Fairness Opinion. The Company shall mail the Proxy Statement to its shareholders in sufficient time to enable the Company’s Shareholder Meeting to be held at the time or times set forth in Section 6.03. (c) The Company shall furnish Parent with all information concerning it the Company and the holders of its capital stock and membership interests, shall take such other action as applicable, as Parent may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable request in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment payment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) Merger Consideration in accordance with Sections 1.06 and 1.09. If at any time prior to the Effective Time any information event or circumstance relating to CME Holdingsthe Company, CBOT Holdings or CBOT, Parent or any of their respective Subsidiaries, Affiliates, officers or directors, directors should be discovered by CME Holdings, CBOT Holdings or CBOT which such Party that should be set forth in an a supplement to the Proxy Statement, such Party shall promptly inform the other thereof and the Company shall promptly prepare and mail to the shareholders of the Company such amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements thereinsupplement, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and, if required in connection therewith, resolicit proxies. (d) The Company and Parent shall make any necessary filings with respect to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with Merger under the SEC and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOTExchange Act.

Preparation of Proxy Statement. (a) ▇▇▇▇▇, Merger Sub and Parent shall furnish to each other all information concerning such person or such person's business that is required by applicable Law to be included in the Proxy Statement. As promptly soon as reasonably practicable following after the date hereof, CME Holdings and CBOT Holdings but in any event not later than April 25, 2001, ▇▇▇▇▇ shall prepare and file with the SEC mutually acceptable (after providing Merger Sub and Parent with a reasonable opportunity to review and comment thereon) preliminary proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Stockholders' Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the “Joint "Proxy Statement/Prospectus”") and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part use its best efforts to promptly respond to any comments of the Form S-4 staff ("Staff") of the SEC (after providing Merger Sub and Parent with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to ▇▇▇▇▇'▇ stockholders as CME Holdings’ prospectuspromptly as practicable after responding to all such comments to the satisfaction of the Staff. The Form S-4 ▇▇▇▇▇ shall notify Merger Sub and Parent promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Merger Sub with copies of all correspondence between ▇▇▇▇▇ or any of its representatives, on the one hand, and the Joint SEC, on the other hand, with respect to the Proxy Statement/Prospectus shall Statement or the Merger. ▇▇▇▇▇ will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange 1934 Act and the rules and regulations thereunder. thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (bincluding any requirement to amend or supplement the Proxy Statement) Each of CME Holdings and CBOT Holdings each party shall use commercially reasonable efforts furnish to have the Form S-4 declared effective by other such information relating to it and its affiliates to ensure that the SEC as promptly as practicable after statements regarding the parties hereto and their affiliates and such transactions contained in the Proxy Statement will not on the date hereof and the Proxy Statement is mailed or on the date of the Stockholders' Meeting or at the Effective Time include any untrue statement of a material fact or omit to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with state a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) material fact required to be taken under any applicable state securities laws stated therein or necessary in connection with order to make the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such actionstatements therein not misleading. Each Party will advise the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time Stockholders' Meeting there shall occur any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which event that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information ▇▇▇▇▇ shall promptly notify the other Parties hereto andprepare and mail to its stockholders such an amendment or supplement; provided, to the extent required by Law, an appropriate that no such amendment or supplement describing such information to the Proxy Statement will be made by ▇▇▇▇▇ without providing the Merger Sub and Parent the reasonable opportunity to review and comment thereon and without the approval of Merger Sub and Parent, which approval shall not be promptly filed unreasonably withheld. ▇▇▇▇▇ and its counsel shall permit Merger Sub, Parent and their respective counsel to participate in all communications with the SEC and disseminated its Staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the Merger; provided that in the event that such participation by Merger Sub and Parent is not practicable, the Board of Directors shall promptly inform Merger Sub and Parent of the content of all such communications and the participants involved therein. (b) Subject to the provisions of Section 6.14 hereof, ▇▇▇▇▇ will include in the Proxy Statement the unanimous recommendation of ▇▇▇▇▇'▇ Board of Directors to the stockholders of ▇▇▇▇▇ that this Agreement and members the Merger be adopted and approved in all respects subject to any modification, amendment or withdrawal thereof as provided in this Agreement. The Proxy Statement shall contain a copy of CME Holdingsthe written opinion of the ▇▇▇▇▇ Financial Advisor described in Section 3.29. (c) ▇▇▇▇▇, CBOT Holdings acting through its Board of Directors, shall, in accordance with its Certificate of Incorporation and CBOTBy-laws, send the Proxy Statement to all beneficial owners of ▇▇▇▇▇ Common Stock and shall comply with the delivery requirements of Regulation 14A or Regulation 14C of the 1934 Act, whichever shall apply to the Proxy Statement.

Preparation of Proxy Statement. (a) As (i) Parent will as promptly as reasonably practicable following furnish to the date hereof, CME Holdings Company such data and CBOT Holdings shall prepare and file with the SEC mutually acceptable proxy materials that shall constitute the proxy statement/prospectus information relating to Parent and Merger Sub as the matters to be submitted to Company may reasonably request in writing for the stockholders purpose of CME Holdings at the CME Holdings Stockholders Meeting including such data and information in, and to the stockholders and members of CBOT Holdings and CBOTextent required for inclusion in, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, Proxy Statement and any amendments or supplements thereto, and (ii) Parent and Merger Sub shall otherwise reasonably assist and cooperate with the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file Company in the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part preparation of the Form S-4 as CME Holdings’ prospectus. The Form S-4 Proxy Statement and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with resolution of any comments thereto received from the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunderSEC. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as As promptly as reasonably practicable (and in no event, unless agreed in writing by Parent, later than twenty (20) Business Days) after the date hereof and execution of this Agreement, the Company shall prepare the Proxy Statement in preliminary form and, subject to keep the Form S-4 effective compliance in all material respects by Parent of clause (i) of Section 6.5(a) as long as is necessary of such time, cause to consummate the Merger and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such be filed with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with Proxy Statement; provided that the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus such filing to be mailed to its respective stockholders and members as soon as reasonably practicable made within ten (10) Business Days after the Form S-4 is declared effective under the Securities Actdate of this Agreement. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party The Company will promptly advise the other Parties, Parent promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of, or comments on, the Proxy Statement and responses thereto or requests by the SEC for additional information and will promptly provide Parent with copies of all such comments, requests or responses and of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the Joint SEC, on the other hand. The Company shall use reasonable best efforts to (A) promptly respond to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement/Prospectus , including filing any amendments or supplements to the Form S-4Proxy Statement as may be necessary or advisable in order to address any comments or requests from the SEC or its staff, (B) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC and (C) have the Proxy Statement cleared (or deemed cleared) by the SEC as promptly as reasonably practicable after its initial filing in preliminary form and file the definitive proxy with the SEC. Prior to the filing of the Proxy Statement (whether in preliminary form or otherwise) or any amendment or supplement thereto with the SEC or any dissemination thereof to the stockholders of the Company, or responding to any comments from the SEC or its staff with respect thereto, the Company or Parent, as applicable, shall provide the other party with a reasonable opportunity to review and to propose comments on such document or response (and any draft thereof), which comments the Company or Parent, as applicable, shall consider in good faith and shall incorporate if reasonable; provided, however, that, notwithstanding the foregoing or anything to the contrary herein, the Proxy Statement (whether in preliminary form or otherwise) any amendment or supplement thereto, or in any response to the SEC or its staff shall be reasonably acceptable in form and substance to Parent. None of the Company, Parent or any of their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Proxy Statement unless it consults with the other party in advance and, to the extent permitted by the SEC, allows the Other Party and its Representatives to participate. (ec) Subject to the applicable provisions of Section 6.4, the Company shall cause the Proxy Statement to include the Company Board Recommendation. (d) If at any time prior to the Effective Time Company Stockholders Meeting, any information relating to CME Holdings, CBOT Holdings Parent or CBOTthe Company, or any of their respective Subsidiaries, Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings Parent or CBOT which the Company that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus , so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that which discovers such information shall promptly notify the other Parties hereto Other Party and an appropriate amendment or supplement to the Proxy Statement shall be promptly prepared and filed by the Company with the SEC and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of the Company. (e) Parent and members of CME Holdingsthe Company shall each make all necessary filings required by it with respect to the Transactions under the Securities Act and the Exchange Act and the rules and regulations thereunder, CBOT Holdings provided that, prior to making any such filing, Parent or the Company, as applicable, shall provide the other party with a reasonable opportunity to review and CBOTto propose comments on such document or response (and any draft thereof), which comments the Company or Parent, as applicable, shall consider in good faith and shall incorporate if reasonable.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following after the date hereofexecution of this Agreement, CME Holdings and CBOT Holdings the Company shall prepare and file cause to be filed with the SEC mutually acceptable preliminary proxy materials that shall constitute (the proxy statement/prospectus relating "Proxy Statement") for the solicitation of approval of the shareholders of the Company of (i) the issuance by the Company of shares of Common Stock pursuant to, and purchase of shares of Common Stock by the exercise of, the Warrants, (ii) such other transactions contemplated hereby and pursuant to the matters to be submitted to Ancillary Documents as may reasonably require approval of the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings Company's shareholders (such proxy statement/prospectus, and any amendments or supplements theretotogether with clause (i), the “Joint Proxy Statement/Prospectus”"Shareholder Approval"), (iii) the election of directors and CME Holdings shall prepare and file (iv) such other matters as the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 Company and the Joint Purchaser may reasonably agree. Subject to compliance by the Purchaser of its covenants in this Section 5.1, the Company shall cause the Proxy Statement/Prospectus shall Statement related thereto to materially comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act law and the rules and regulations thereunderpromulgated by the SEC, to respond promptly to any comments of the SEC or its staff and the Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable. Each of the parties hereto shall promptly furnish to the other party all information concerning itself, its shareholders and its Affiliates that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any party occurs, or if any party becomes aware of any information, that should be disclosed in an amendment or supplement to the Proxy Statement, then such party shall inform the other thereof and shall cooperate with each other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the shareholders of the Company. The Proxy Statement shall include the recommendations of the Board of Directors of the Company in favor of the exercise of the Warrant and the transactions contemplated hereby and thereby. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger Company and the transactions contemplated thereby. (c) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, Purchaser agrees with respect to the Joint information to be supplied by such party that: (i) none of the information to be supplied by such party or its Affiliates for inclusion in the Proxy Statement/Prospectus received from Statement will, at the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement time the Proxy Statement is mailed to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and the holders of its capital stock and membership interests, as applicable, as may be reasonably requested in connection with any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, shareholders of the time when the Form S-4 has become effectiveCompany, the issuance of any stop order, the suspension or as of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in Shareholders Vote, contain any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) If at any time prior to the Effective Time any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement untrue statement of a material fact or omit to state any material fact necessary required to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and, to the extent required by Law, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders and members of CME Holdings, CBOT Holdings and CBOT.be

Preparation of Proxy Statement. (a) As promptly as reasonably practicable Subject to Section 6.3 below, the Company shall, within 10 Business Days following the date hereofacceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer and as provided for in this Agreement, CME Holdings and CBOT Holdings shall prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in connection with the SEC mutually acceptable proxy materials that shall constitute the proxy statement/prospectus relating to the matters to be submitted to the stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings Transactions (such proxy statement/prospectus, and together with any amendments thereof or supplements thereto, the “Joint Proxy Statement/Prospectus”) (or, if reasonably requested by Parent or the Purchaser and CME Holdings appropriate under the Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall prepare use reasonable best efforts to respond to any comments of the SEC (after providing Parent and file the Form S-4Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Joint Company shall promptly notify Parent and the Purchaser of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement/Prospectus will be included in and will constitute a part , any of the Form S-4 as CME Holdings’ prospectusTransaction Agreements or any of the Transactions. The Form S-4 and Company will cause the Joint Proxy Statement/Prospectus shall Statement (other than portions relating to Parent and/or the Purchaser) to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts thereunder applicable to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger Proxy Statement and the transactions contemplated thereby. solicitation of proxies for the Stockholders’ Meeting (cincluding any requirement to amend or supplement the Proxy Statement) Each of CME Holdings and CBOT Holdings shall, as promptly as practicable after receipt thereof, provide each party shall furnish to the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect such information relating to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC. (d) Each of CME Holdings, CBOT Holdings and CBOT shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it and its Affiliates and the holders of its capital stock Transactions and membership interests, as applicable, such further and supplemental information as may be reasonably requested in connection with any such action. Each Party will advise by the other Parties, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (e) party. If at any time prior to the Effective Time Stockholders’ Meeting there shall occur any information relating event that is required under the Exchange Act or by the SEC to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information Company shall promptly notify the other Parties hereto and, prepare and mail to the extent required by Law, an appropriate its stockholders such amendment or supplement; provided that no such amendment or supplement describing such information to the Proxy Statement will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Purchaser, which approval shall not be promptly filed unreasonably withheld. The Company and its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and disseminated its staff, including meetings and telephone conferences, relating to the stockholders and Proxy Statement, this Agreement or the Transactions. (b) The Company agrees to include in the Proxy Statement the unanimous recommendation of the voting members of CME Holdingsthe Company’s Board of Directors, CBOT Holdings subject to any modification, amendment or withdrawal thereof to the extent permitted in any case under Section 6.6 hereof, and CBOTrepresents that the Company’s Financial Advisor has, subject to the terms of its engagement letter with the Company, consented to the inclusion of references to its opinion in the Proxy Statement.

Preparation of Proxy Statement. (a) As promptly soon as reasonably practicable following the date hereofof this Agreement, CME Holdings and CBOT Holdings shall but no later than February 12, 2008, the Parent shall, with the cooperation of the Company, prepare and file with the SEC mutually acceptable under the Exchange Act, and with all other applicable regulatory bodies, a proxy materials statement (the “Proxy Statement”) in preliminary form provided that if the Parent is otherwise ready, willing and able to file the Proxy Statement but is delayed in doing so solely by the Company’s failure (whether or not in the Company’s control) to provide the Company’s financial statements for the period ended September 30, 2007, the filing date shall constitute be extended (x) one (1) Business Day for each day that the proxy statement/prospectus relating to Company is the matters to be submitted to sole cause of such delay plus (y) three (3) Business Days. The Proxy Statement shall: (i) Request approval from the Parent’s stockholders of CME Holdings at the CME Holdings Stockholders Meeting and to the stockholders and members of CBOT Holdings and CBOT, respectively, at the CBOT Holdings Meetings (such proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and CME Holdings shall prepare and file the Form S-4. The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Form S-4 as CME Holdings’ prospectus. The Form S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) Each of CME Holdings and CBOT Holdings shall use commercially reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the date hereof and to keep the Form S-4 effective as long as is necessary to consummate the Merger and this Agreement upon the transactions contemplated thereby.terms set forth herein and the issuance of the Parent Units; (cii) Each Include the Parent’s Board of CME Holdings and CBOT Holdings shallDirectors recommendation to vote for the Merger, as promptly as practicable after receipt thereof, provide the other Parties copies of any written comments and advise the other Parties of any oral comments, with respect subject to the Joint Proxy Statement/Prospectus received from the SEC. CME Holdings shall provide CBOT Holdings with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 and any communications prior to filing such with the SEC and will promptly provide CBOT Holdings with a copy of all such filings and communications made with the SEC.Section 8.1(e); and (diii) Each of CME Holdings, CBOT Holdings and CBOT Request such other approvals as the parties may determine are necessary or desirable. The Parent shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders and members as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. CME Holdings shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the Merger issuance of the Unit Consideration. The Proxy Statement shall be filed in preliminary form in accordance with the Exchange Act, and each of CME Holdings, CBOT Holdings and CBOT shall furnish all information concerning it Company and the holders of Parent shall use its capital stock and membership interests, commercially reasonable efforts to respond as applicable, promptly as may be reasonably requested in connection with practicable to any such action. Each Party will advise the other Parties, promptly after it receives notice thereof, comments of the time when SEC with respect thereto. The Parent shall use its reasonable best efforts to (1) prepare and file with the Form S-4 SEC the definitive Proxy Statement, (2) cause the definitive Proxy Statement, including any amendment or supplement thereto to be approved by the SEC, and (3) to cause the definitive Proxy Statement to be mailed to the Parent’s stockholders as promptly as practicable after the SEC has become effective, approved it. The Parent shall notify the issuance Company promptly of the receipt of any stop order, comments from the suspension SEC or its staff and of the qualification of the CME Holdings Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or its staff for amendment amendments or supplements to the Proxy Statement or for additional information and each of the Joint Parent and the Company shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement/Prospectus Statement or the Form S-4Merger. (eb) If at The parties hereto shall use all commercially reasonable efforts to have the Proxy Statement approved by the SEC as promptly as practicable after such filing. The Parent and its counsel shall obtain from the Company such information required to be included in the Proxy Statement and, after consultation with the Company and its counsel, respond promptly to any time prior comments made by the SEC with respect to the Effective Time Proxy Statement. The Parent shall allow the Company’s full participation in the preparation of the Proxy Statement and any information relating to CME Holdings, CBOT Holdings or CBOT, or any of their respective Affiliates, officers or directors, should be discovered by CME Holdings, CBOT Holdings or CBOT which should be set forth in an amendment or supplement to thereto and shall consult with the Company and its advisors concerning any of comments from the Form S-4 or SEC with respect thereto. The Company’s independent accountants shall assist the Joint Parent and its counsel in preparing the Proxy Statement/Prospectus so . The Company shall ensure that any of such documents would information furnished by the Company to the Parent that is designated in writing by the Company for inclusion in the Proxy Statement does not include contain any misstatement untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. The Company shall furnish the 2007 Financial Statements as soon as they become available (and in any event prior to March 31, 2008), and such unaudited financial statements as may be required under the rules and regulations of the SEC for inclusion in the Proxy Statement as soon as they become available (and in any event prior to the 135th day after the date of the financial statements already included in such proxy on file with the SEC); provided, that if the Company has used its commercially reasonable efforts to provide the 2007 Financial Statements, the Party Company’s failure to meet either such deadline shall only result in the deferral of the dates set forth in the definition of “Purchase Price” and Section 10.1(c)(ii) and Section 10.1(d). The Stockholders’ Representative shall make itself available to the Parent and its counsel in connection with the drafting of the Proxy Statement and responding in a timely manner to comments from the SEC. Prior to the filing of the Proxy Statement with the SEC and each amendment thereto, at the Parent’s request, the Stockholders’ Representative shall confirm in writing to the Parent and its counsel that discovers such it has reviewed the Proxy Statement (and each amendment thereto) and does not object to the Company information contained therein. (c) If, prior to the Effective Time, any event occurs with respect to the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly notify the other Parties hereto Parent of such event, and the Company and the Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, to the extent as required by Law, an appropriate in disseminating the information contained in such amendment or supplement describing to the Parent’s stockholders. (d) If, prior to the Effective Time, any event occurs with respect to the Parent or Merger Subsidiary, or any change occurs with respect to other information supplied by the Parent for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Parent shall promptly notify the Company of such information event, and the Parent and the Company shall be promptly filed cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to the Parent’s stockholders. (e) The Parent shall, promptly after the Proxy Statement is cleared by the SEC, take all action necessary to duly call, give notice of, convene and disseminated hold a special meeting of its stockholders in accordance with all applicable Law and the Parent Charter and by-laws (the “Parent Stockholders Meeting”) as soon as practicable after the Proxy Statement is cleared by the SEC. The Parent shall consult with the Company on the date for the Parent Stockholders Meeting. The Parent shall use its commercially reasonable efforts to cause the Proxy Statement to be mailed to the Parent’s stockholders as soon as practicable after the Proxy Statement is cleared but in any event, the Parent shall mail the Proxy Statement within three (3) business days after the SEC clears the Proxy Statement. The Parent shall, through its board of directors, recommend to its stockholders that they approve the Merger, this Agreement, and the transactions contemplated herein, unless the Parent’s board of directors reasonably concludes, upon consultation with its outside legal counsel, that the fiduciary duties of the board of directors under applicable law prohibit it from doing so, in which event the Company shall have the rights set forth in Section 10.1 hereof. (f) The Parent shall comply with all applicable federal and state securities laws in all material respects with respect to the filing of the Proxy Statement and the issuance of the Unit Consideration. (g) Each of the parties hereto acknowledge that the Parent Units issued to the stockholders and members of CME Holdings, CBOT Holdings and CBOTOptionholders pursuant to this Agreement are intended to be issued pursuant to the “private placement” exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act and agree to fully cooperate with Parent in its efforts to ensure that the Parent Units may be issued pursuant to such private placement exemption. Such Parent Units shall be subject to a Registration Rights/Lockup Agreement; provided that in the event that Parent, based on written advice of its counsel, has determined that the Parent Units to be issued pursuant to this Agreement cannot be issued under the “private placement” exemption from registration under Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act, then the Parent shall take all legally permissible action necessary to prepare and file, on a timely basis, a registration statement on Form S-4 with the SEC which registers the issuance of the shares issued as Unit Consideration pursuant to this Agreement (the “Form S-4 Alternative”). Parent shall use, and shall cause its officers, employees, agents, advisors or other representatives to use, their respective commercially reasonable efforts to effectuate the foregoing (and fully cooperate with the other parties), including, without limitation, preparing and filing all applications, documents and forms necessary to register the Parent Units on an effective registration statement on Form S-4. In the event that Parent Units are issued pursuant to the Form S-4 Alternative, no Parent Units (or certificates therefor) shall be issued in exchange for any Certificates to any person who, prior to the Effective Time, may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such person has delivered to Parent and the Company a duly executed affiliate agreement in the form provided by Parent.