Form 8-K GFI Group Inc. For: Jan 22

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM�8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the
Securities Exchange Act of 1934

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Date of Report (Date of Earliest Event Reported): January�22, 2015

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GFI GROUP INC.

(Exact name of registrant as specified in its charter)

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Registrant�s telephone number, including area code: (212) 968-4100

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Not Applicable

Former name or former address, if changed since last report

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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x Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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o Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01. Entry into a Material Definitive Agreement.

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Amendment No.�3 to GFI Merger Agreement

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On January�22, 2015, GFI Group Inc., a Delaware corporation (the �Company� or �GFI�), CME Group Inc., a Delaware corporation (�CME�), Commodore Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of CME (�Merger Sub 1�), and Commodore Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of CME (�Merger Sub 2�), entered into Amendment No.�3 (�GFI Merger Agreement Amendment No.�2�) to the Agreement and Plan of Merger, dated as of July�30, 2014, amended as of December�2, 2014 and January�15, 2015 (the �GFI Merger Agreement�), by and among the Company, CME, Merger Sub 1 and Merger Sub 2. Pursuant to the terms of the GFI Merger Agreement, as amended, Merger Sub 1 will merge with and into the Company (the �Merger�), with the Company continuing as the surviving corporation in the Merger (the �Surviving Corporation�), and immediately following the effective time of the Merger (the �Effective Time�), the Surviving Corporation will merge with and into Merger Sub 2 (the �Subsequent Merger� and, together with the Merger, the �Mergers�), with Merger Sub 2 continuing as the surviving entity in the Subsequent Merger.

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GFI Merger Agreement Amendment No.�3 provides, among other things, that the per share consideration payable in the Merger to the Company�s stockholders pursuant to the GFI Merger Agreement will be increased to $5.85 per share of GFI common stock and stockholders will have the ability to elect to receive shares of CME Class�A common stock (�CME Class�A Common Stock�) or cash in the Merger. Accordingly, at the Effective Time, by virtue of the Merger and without any action on the part of the holders of any shares of the capital stock of the Company, each share of GFI common stock issued and outstanding immediately prior to the Effective Time for which a cash election (or no election) has been made will be converted into the right to receive $5.85 in cash and each share of GFI common stock issued and outstanding immediately prior to the Effective Time for which a stock election has been made will be converted into the right to receive a fraction of a share (the �Exchange Ratio�) of CME Class�A Common Stock. The Exchange Ratio is a fraction, the numerator of which equals $5.85 and the denominator of which equals the average closing sales price of CME Class�A Common Stock as reported on the NASDAQ Global Select Market for the ten trading days ending upon and including the trading day immediately before the closing date of the Merger. If the aggregate amount of cash to be paid in respect of shares of GFI common stock for which a cash election (or no election) has been made exceeds the available cash of $116,833,200, then CME has the option to increase the available cash, subject to certain limitations, or subject the shares of GFI common stock for which a cash election (or no election) has been made to proration procedures as set forth in GFI Merger Agreement Amendment No.�3.

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GFI Merger Agreement, as amended by GFI Merger Agreement Amendment No.�3, was approved by a unanimous vote of the Company�s board of directors (the �Company Board�), acting upon the unanimous recommendation of the special committee composed of independent directors of the Company Board (the �Special Committee�). Mr.�Michael Gooch, the Company�s Executive Chairman, and Mr.�Colin Heffron, the Company�s Chief Executive Officer, abstained from the vote. All other members of the Company Board voted in favor of approving the GFI Merger Agreement, as amended by GFI Merger Agreement Amendment No.�3. In connection with the Special Committee�s recommendation, Greenhill�& Co., LLC, as financial advisor to the Special Committee, rendered its opinion to the Special Committee that, as of the date of the opinion and subject to the various assumptions and qualifications set forth therein, the merger consideration to be paid pursuant to the GFI Merger Agreement, as amended by GFI Merger Agreement Amendment No.�3 is fair, from a financial point of view, to the holders of GFI common stock.

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Other than as expressly modified by GFI Merger Agreement Amendment No.�3, the GFI Merger Agreement, which was previously filed as Exhibit�2.1 to the Current Report on Form�8-K filed with the Securities and Exchange Commission (�SEC�) by the Company on July�31, 2014, as previously amended by (i)�Amendment No.�1 thereto, which was previously filed as Exhibit�2.1 to the Current Report on Form�8-K filed with the SEC by the Company on December�3, 2014 and (ii)�Amendment No.�2 thereto, which was previously filed as Exhibit�2.1 to the Current Report on Form�8-K filed with the SEC by the Company on January�15, 2015, remains in full force and effect as originally executed on July�30, 2014. The foregoing description of GFI Merger Agreement Amendment No.�3 does not purport to be complete and is qualified in its entirety by reference to GFI Merger Agreement Amendment No.�3, which is attached hereto as Exhibit�2.1 and incorporated by reference herein.

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Amendment No.�3 to JPI Merger Agreement

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On January�22, 2015, CME, Cheetah Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of CME (�Merger Sub 3�), Cheetah Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of CME

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(�Merger Sub 4�), Jersey Partners Inc., a New York corporation (�JPI�), New JPI Inc., a Delaware corporation (�New JPI�), Messrs.�Gooch, Heffron and Brown (the �Signing Stockholders�) and, solely for purposes of Sections 3 and 4 thereto, Diane Gooch, the Michael P. Gooch Trust, the Christopher Gooch Trust and the Stefan Gooch Trust, each of whom are stockholders of JPI and New JPI, entered into Amendment No.�3 (�JPI Merger Agreement Amendment No.�3�) to the Agreement and Plan of Merger, dated as of July�30, 2014 and amended as of December�2, 2014 and January�15, 2015 (the �JPI Merger Agreement�), by and among CME, Merger Sub 3, Merger Sub 4, JPI, New JPI and the Signing Stockholders. Pursuant to the terms of the JPI Merger Agreement, as amended, Merger Sub 3 will merge with and into New JPI (the �JPI Merger�) with New JPI continuing as the surviving corporation in the JPI Merger (the �JPI Merger Surviving Corporation�), which will be followed immediately after the effective time of the JPI Merger, by a merger of the JPI Merger Surviving Corporation with and into Merger Sub 4 (the �Subsequent JPI Merger�), with Merger Sub 4 to be the surviving entity in the Subsequent JPI Merger.

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JPI Merger Agreement Amendment No.�3 provides, among other things, that the per share consideration payable in the JPI Merger to the holders of shares of capital stock of New JPI pursuant to the JPI Merger Agreement will equal the number of shares of CME Class�A Common Stock that would be payable if the shares of GFI common stock held by New JPI were treated as stock election shares and converted into the applicable merger consideration provided for in the GFI Merger Agreement; provided that with respect to those certain shares of GFI common stock indirectly held by each of (i)�Messrs.�Gooch, Heffron and Brown, and certain other stockholders of JPI and New JPI (collectively, the �$4.4380 Value Transferred Shares Stockholders� and such shares the �$4.4380 Value Transferred Shares�) or (ii)�a certain stockholder of JPI and New JPI (the �$5.4571 Value Transferred Shares Stockholder� and such shares the �$5.4571 Value Transferred Shares�) such number will be calculated on the basis that the per share merger consideration provided for in the GFI Merger Agreement is (i)�$4.4380 in the case of the $4.4380 Value Transferred Shares Stockholders or (ii)�$5.4571 in the case of the $5.4571 Value Transferred Shares.� JPI Merger Agreement Amendment No.�3 further provides that notwithstanding the foregoing, if the aggregate amount of cash to be paid in respect of shares of GFI common stock in the Merger is less than the available cash of $116,833,200 (such amount the �Remaining Cash Amount�), then the merger consideration payable in the JPI Merger shall consist of (i)�an amount of cash that would be payable with respect to the shares of GFI common stock held by New JPI if such shares were treated as cash election shares in the Merger and converted into the per share cash consideration provided for in the GFI Merger Agreement (provided that with respect to (a)�the $4.4380 Value Transferred Shares, such amount will be calculated on the basis that the per share merger consideration provided for in the GFI Merger Agreement is $4.4380 and (b)�the $5.4571 Value Transferred Shares, such amount will be calculated on the basis that the per share merger consideration provided for in the GFI Merger Agreement is $5.4571) up to an aggregate amount not to exceed the Remaining Cash Amount (and in any event, not to exceed 16.5% of the aggregate merger consideration to be paid in the JPI Merger) and (ii)�the number of shares of CME Class�A Common Stock that would be payable if the remaining number of shares of GFI common stock held by New JPI were treated as stock election shares and converted into the applicable merger consideration provided for in the GFI Merger Agreement(provided that with respect to (a)�the $4.4380 Value Transferred Shares, such amount will be calculated on the basis that the per share merger consideration provided for in the GFI Merger Agreement is $4.4380 and (b)�the $5.4571 Value Transferred Shares, such amount will be calculated on the basis that the per share merger consideration provided for in the GFI Merger Agreement is $5.4571).

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Other than as expressly modified by JPI Merger Agreement Amendment No.�3, the JPI Merger Agreement, which was previously filed as Exhibit�2.2 to the Current Report on Form�8-K filed with the SEC by the Company on July�31, 2014, as previously amended by (i)�Amendment No.�1 thereto, which was previously filed as Exhibit�2.2 to the Current Report on Form�8-K filed with the SEC by the Company on December�3, 2014 and (ii)� Amendment No.�2 thereto, which was previously filed as Exhibit�2.2 to the Current Report on Form�8-K filed with the SEC by the Company on January�15, 2015, remains in full force and effect as originally executed on July�30, 2014. The foregoing description of JPI Merger Agreement Amendment No.�3 does not purport to be complete and is qualified in its entirety by reference to JPI Merger Agreement Amendment No.�3, which is attached hereto as Exhibit�2.2 and incorporated by reference herein.

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Important Information for Investors and Stockholders

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In connection with the proposed transaction between the Company and CME, on December�24, 2014, the SEC declared effective the registration statement on Form�S-4 that included a definitive proxy statement of the Company that also constituted a definitive prospectus of CME. On December�24, 2014, the Company commenced mailing the definitive proxy statement/prospectus to stockholders of the Company. The Company and CME intend to file a supplement to the proxy statement/prospectus in connection with the matters herein. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the registration statement and the definitive proxy statement/prospectus and other documents filed with the SEC by CME and the Company through the website maintained by

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the SEC at http://www.sec.gov or at the SEC public reference room at 100 F Street N.E., Room�1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC�s website for further information on its public reference room. Copies of the documents filed with the SEC by the Company are available free of charge on the Company�s website at http://www.gfigroup.com or by contacting the Company�s Investor Relations Department at (212) 968-4167. Copies of the documents filed with the SEC by CME will be available free of charge on CME�s website at http://www.cmegroup.com or by contacting CME�s Investor Relations Department at (312) 930-8491.

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Participants in the Solicitation for the Proposed Merger Between the Company and CME

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The Company and its directors, executive officers and certain of its employees may be considered participants in the solicitation of proxies in connection with the proposed transactions involving the Company and CME. Investors and security holders may obtain more detailed information regarding the names, affiliates and interests of the Company�s directors and executive officers by reading the Company�s Annual Report on Form�10-K for the year ended December�31, 2013, which was filed with the SEC on March�13, 2014, its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on April�22, 2014, and its Current Report on Form�8-K filed with the SEC on July�25, 2014. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is or will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC. This Current Report on Form�8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section�10 of the Securities Act of 1933, as amended.

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Cautionary Statement Regarding Forward-Looking Statements

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Certain matters discussed in this Current Report on Form�8-K and the exhibits incorporated herein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to (i)�plans, objectives, expectations and intentions; (ii)�other statements contained in this communication that are not historical facts; and (iii)�other statements identified by words such as �anticipate,� �believe,� �estimate,� �may,� �might,� �intend,� �expect� and similar expressions. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements involving the Company and CME; the inability to complete the proposed merger involving the Company and CME due to the failure to obtain the required stockholder approval; the inability to satisfy the other conditions to the closing of the proposed merger involving the Company and CME or the tender offer by BGC Partners,�Inc. (�BGC�), including without limitation the receipt of necessary governmental or regulatory approvals required to complete either transaction; the risk that either transaction disrupts current plans and operations and/or increases operating costs and the potential difficulties in customer loss and employee retention as a result of the announcement and consummation of either transaction; the outcome of any legal proceedings that may be instituted against the Company, CME, BGC or others following announcement of either transaction; economic, political and market factors affecting trading volumes; securities prices or demand for the Company�s brokerage services; competition from current and new competitors; the Company�s ability to attract and retain key personnel, including highly-qualified brokerage personnel; the Company�s ability to identify and develop new products and markets; changes in laws and regulations governing the Company�s business and operations or permissible activities; the Company�s ability to manage its international operations; financial difficulties experienced by the Company�s customers or key participants in the markets in which the Company focuses its services; the Company�s ability to keep up with technological changes; and uncertainties relating to litigation and the Company�s ability to assess and integrate acquisition prospects. Further information about factors that could affect the financial and other results of the Company is included in its filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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These forward-looking statements speak only as of the date hereof. Except for the ongoing obligations of the Company to disclose material information under the federal securities laws, the Company undertakes no obligation to revise or update publicly any forward-looking statement, except as required by law. Other factors that may impact the forward-looking statements are described in the Company�s annual report on Form�10-K for the fiscal year ended December�31, 2013 and Forms 10-Q. For additional information on the Company, please visit the Company�s website at http://www.gfigroup.com.

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Item 9.01. Financial Statements and Exhibits.

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(d)�Exhibits

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT�INDEX

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Exhibit�2.1

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Execution Version

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AMENDMENT NO. 3
TO
AGREEMENT AND PLAN OF MERGER

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This Amendment No.�3 to Agreement and Plan of Merger, dated as of January�22, 2015 (this �Amendment�), is made and entered into among GFI Group Inc., a Delaware corporation (�GFI�), CME Group Inc., a Delaware corporation (�CME�), Commodore Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (�Merger Sub 1�), and Commodore Acquisition LLC, a Delaware limited liability company and a wholly-owned CME Subsidiary (�Merger Sub 2�). CME, Merger Sub 1, Merger Sub 2 and GFI are referred to individually as a �Party� and collectively as the �Parties.� Capitalized terms have the meanings given to them in Section�1.

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RECITALS

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WHEREAS, the Parties entered into an Agreement and Plan of Merger, dated as of July�30, 2014 and amended as of December�2, 2014 and January�15, 2015 (the �GFI Merger Agreement�);

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WHEREAS, pursuant to Section�9.8 of the GFI Merger Agreement, the GFI Merger Agreement may be amended, by action taken or authorized by their respective Boards of Directors (and in the case of GFI, upon the recommendation thereof by the Special Committee), by an instrument in writing signed on behalf of each of the Parties; and

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WHEREAS, the Parties desire to amend the GFI Merger Agreement and address certain matters as provided herein.

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NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements set forth in this Amendment, and intending to be legally bound hereby, the Parties agree as follows:

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1.������������������������������������� Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the GFI Merger Agreement.

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2.������������������������������������� Amendments to GFI Merger Agreement. The GFI Merger Agreement is hereby amended as follows:

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2.1.��������������������������� Section�1.1.� Section�1.1 of the GFI Merger Agreement is hereby amended by amending and restating the following defined terms as follows:

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�Per Share Cash Consideration� means $5.85.

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2.2.��������������������������� Section�1.7.� The last sentence of Section�1.7(b)�of the GFI Merger Agreement is hereby amended and restated in its entirety as follows:

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Notwithstanding anything to the contrary contained in this Agreement, in no event will the aggregate number of shares of CME Class�A Common Stock issuable in the Transactions exceed 19.9% of the number of shares of CME Class�A Common Stock outstanding on the trading day immediately before January�22, 2015 (as appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during the period between such trading day and the Effective Time).

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3.������������������������������������� Full Force and Effect.� Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the GFI Merger Agreement shall remain in full force and effect in accordance with their respective terms. As used in the GFI Merger Agreement, the terms �this Agreement�, �herein�, �hereinafter�, �hereunder�, �hereto� and words of similar import shall mean and refer to, from and after the date hereof, unless the context otherwise requires, the GFI Merger Agreement as amended by this Amendment.

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4.������������������������������������� Counterparts; Effectiveness.� This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument.� This Amendment shall become effective when each Party shall have received counterparts thereof signed and delivered by the other Parties. Signatures transmitted electronically shall be accepted as originals for all purposes of this Amendment.

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5.������������������������������������� Governing Law.� THIS AMENDMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN, ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS RULES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY STATE OTHER THAN THE STATE OF DELAWARE.

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IN WITNESS WHEREOF, GFI, CME, Merger Sub 1 and Merger Sub 2 have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

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[Amendment No.�3 to Agreement and Plan of Merger]

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Exhibit�2.2

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Execution Version

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AMENDMENT NO. 3
TO
AGREEMENT AND PLAN OF MERGER

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This Amendment No.�3 to Agreement and Plan of Merger, dated as of January�22, 2015 (this �Amendment�), is made and entered into among CME Group Inc., a Delaware corporation (�CME�), Cheetah Acquisition Corp., a Delaware corporation and a wholly-owned CME Subsidiary (�Merger Sub 1�), Cheetah Acquisition LLC, a Delaware limited liability company and a wholly-owned CME Subsidiary (�Merger Sub 2�), Jersey Partners Inc., a New York corporation (�JPI�), New JPI Inc., a Delaware corporation (�New JPI�), Michael Gooch, Colin Heffron and Nick Brown (the �Signing Stockholders�) and, solely for purposes of Sections 3 and 4 of this Amendment, Diane Gooch, the Michael P. Gooch Trust, the Christopher Gooch Trust and the Stefan Gooch Trust (the �Additional Signing Stockholders�), each of whom are stockholders of JPI and New JPI. CME, Merger Sub 1, Merger Sub 2, JPI, New JPI and each Signing Stockholder and Additional Signing Stockholder are referred to individually as a �Party� and collectively as the �Parties.� Capitalized terms have the meanings given to them in Section�1.

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RECITALS

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WHEREAS, the Parties entered into an Agreement and Plan of Merger , dated as of July�30, 2014 and amended as of December�2, 2014 and January�15, 2015 (the �JPI Merger Agreement�);

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WHEREAS, the GFI Merger Agreement, as amended through the date hereof, provides for a Per Share Cash Consideration amount of $5.85, which affects the Merger Consideration payable under the JPI Merger Agreement accordingly;

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WHEREAS, notwithstanding such amount provided for in the GFI Merger Agreement, the Signing Stockholders and certain other stockholders of JPI and New JPI party to this Amendment (collectively, the �$4.4380 Value Transferred Shares Stockholders�) have agreed, with respect to 23,934,569.26 Transferred Shares indirectly held by such stockholders as set forth on Schedule A hereto (the �$4.4380 Value Transferred Shares�), to receive the Merger Consideration with respect to such shares based on a reduced Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380.

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WHEREAS, notwithstanding such amount provided for in the GFI Merger Agreement, a certain stockholder of JPI and New JPI party to this Amendment (the �$5.4571 Value Transferred Shares Stockholder�) has agreed, with respect to 15,270,209.39 Transferred Shares indirectly held by such stockholder as set forth on Schedule A hereto (the �$5.4571 Value Transferred Shares�), to receive the Merger Consideration with respect to such shares based on a reduced Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571.

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WHEREAS, pursuant to Section�11.8 of the JPI Merger Agreement, the JPI Merger Agreement may be amended, by action taken or authorized by their respective Boards of Directors, by an instrument in writing signed on behalf of each of the Parties; and

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WHEREAS, the Parties desire to amend the JPI Merger Agreement and address certain matters as provided herein.

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NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements set forth in this Amendment, and intending to be legally bound hereby, the Parties agree as follows:

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1.������������������������������������� Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the JPI Merger Agreement.

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2.������������������������������������� Amendments to JPI Merger Agreement. The JPI Merger Agreement is hereby amended as follows:

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2.1.��������������������������� Section�1.1.� Section�1.1 of the JPI Merger Agreement is hereby amended by adding the following defined term:

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�$4.4380 Value Transferred Shares� has the meaning set forth in the Recitals.

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�$5.4571 Value Transferred Shares� has the meaning set forth in the Recitals.

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�Aggregate Merger Consideration� has the meaning set forth in Section�1.7(b).

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2.2.��������������������������� Section�1.7.� Section�1.7(b)�of the JPI Merger Agreement is hereby amended and restated in its entirety as follows:

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Section�1.7��������������������������������������������� Effect on Capital Stock.

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(b)�������������������� At the Effective Time, subject to the provisions of this Article�I and Article�II, each share of New JPI Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of New JPI Common Stock owned by New JPI and other than Dissenting New JPI Shares) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive its pro rata portion based on the total number of shares of New JPI Common Stock outstanding on a fully-diluted basis immediately prior to the Effective Time following the consummation of the F-Reorganization (subject to adjustment to account for the $4.4380 Value Transferred Shares and the $5.4571 Value Transferred Shares) (the �Merger Consideration�) of the following aggregate consideration (the �Aggregate Merger Consideration�):

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(i)���� Subject to adjustment in accordance with this Section�1.7(b), the number of shares of CME Class�A Common Stock that would be payable with respect to the Transferred Shares if such shares were converted into the merger consideration provided for in the GFI Merger Agreement as Stock Election Shares; provided that with respect to (i)�the $4.4380 Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380 and (ii)�the $5.4571 Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571.

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(ii)� Notwithstanding the foregoing, if the Elected Cash Consideration under the GFI Merger Agreement is less than the Available Cash Consideration under the GFI Merger Agreement (the difference being the �GFI Merger Remaining Cash�), then the Aggregate Merger Consideration shall be as follows:

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(1)������������������������� the amount of cash (without interest) that would be payable with respect to the Transferred Shares if such shares were converted into the Per Share Cash Consideration provided for in the GFI Merger Agreement (provided that with respect to (i)�the $4.4380 Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380 and (ii)�the $5.4571 Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571) up to an aggregate amount not to exceed the GFI Merger Remaining Cash (such Transferred Shares deemed so treated, the �Cash Transferred Shares� and the Transferred Shares minus the Cash Transferred Shares, the �Stock Transferred Shares�); provided that in no event will the cash Aggregate Merger Consideration payable pursuant to this Section�1.7(b)(ii)(1)�exceed 16.5% of the Aggregate Merger Consideration payable hereunder; and

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(2)������������������������� the number of shares of CME Class�A Common Stock that would be payable with respect to the Stock Transferred Shares if such shares were converted into the Per Share Stock Consideration provided for in the GFI Merger Agreement; provided that with respect to (i)�the $4.4380 Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380 and (ii)�the $5.4571 Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571.

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Notwithstanding anything to the contrary contained in this Agreement, in no event will the aggregate number of shares of CME Class�A Common Stock issuable in the Transactions exceed 19.9% of the number of shares of CME Class�A Common Stock outstanding on the trading day immediately before January�22, 2015 (as appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during the period between such trading day and the Effective Time).� Notwithstanding anything to the contrary contained in this Agreement, in no event will the Aggregate Merger Consideration payable hereunder exceed the amount of the aggregate merger consideration that would be payable with respect to the Transferred Shares if such shares were converted into the merger consideration provided for in the GFI Merger Agreement; provided that with respect to (i)�the $4.4380 Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380 and (ii)�the $5.4571 Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571. Notwithstanding anything to the contrary herein, the Aggregate Merger Consideration shall not be payable hereunder until after consummation of the initial GFI Merger.

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With respect to the payment of the Merger Consideration hereunder, CME�s sole obligation under this Agreement is to pay the Aggregate Merger Consideration to the Exchange Agent in accordance with the provisions of Section�2.1 (Surrender and Payment).� None of CME, the Surviving Corporation, the Surviving Company or any of their respective affiliates shall have any liabilities or obligations with respect to the actual per share amount of the Merger Consideration paid to any Person entitled to receive the Merger Consideration, which subject to the terms of this Agreement, shall be determined solely by written instructions delivered by JPI to the Exchange Agent.

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3.������������������������������������� $4.4380 Value Transferred Shares.� The $4.4380 Value Transferred Shares Stockholders hereby agree, with respect to the $4.4380 Value Transferred Shares, to receive the Merger Consideration with respect to such shares based on a reduced Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380.

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4.������������������������������������� $5.4571 Value Transferred Shares.� The $5.4571 Value Transferred Shares Stockholder hereby agrees, with respect to the $5.4571 Value Transferred Shares, to receive the Merger Consideration with respect to such shares based on a reduced Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571.

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5.������������������������������������� Full Force and Effect.� Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the JPI Merger Agreement shall remain in full force and effect in accordance with their respective terms. As used in the JPI Merger Agreement, the terms �this Agreement�, �herein�, �hereinafter�, �hereunder�, �hereto� and words of similar import shall mean and refer to, from and after the date hereof, unless the context otherwise requires, the JPI Merger Agreement as amended by this Amendment.

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6.������������������������������������� Counterparts; Effectiveness.� This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument.� This Amendment shall become effective when each Party shall have received counterparts thereof signed and delivered by the other Parties. Signatures transmitted electronically shall be accepted as originals for all purposes of this Amendment.

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7.������������������������������������� Governing Law.� THIS AMENDMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN, ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS RULES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY STATE OTHER THAN THE STATE OF DELAWARE.

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IN WITNESS WHEREOF, CME, Merger Sub 1, Merger Sub 2, JPI, New JPI, the Signing Stockholders and the Additional Signing Stockholders have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

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[Amendment No.�3 to Agreement and Plan of Merger]

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[Amendment No.�3 to Agreement and Plan of Merger]

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