MKTX MarketAxess Holdings Inc

On August 12, 2019, MarketAxess Holdings Inc. (the “ Company ”) entered into a Unit Purchase Agreement (the “ Agreement ”) with LiquidityEdge LLC (“ LiquidityEdge ”), the holders of all of the outstanding equity interests in LiquidityEdge (each a “ Seller ,” and collectively the “ Sellers ”), the representative of the Sellers identified therein (the “ Sellers’ Representative ”) and, for certain limited purposes, one of LiquidityEdge’s founders, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company will acquire from the Sellers all of the outstanding equity interests of LiquidityEdge (the “ Transaction ”).

The aggregate consideration payable by the Company under the Agreement will be an amount in cash equal to $100 million, subject to customary adjustments for cash, debt, transaction expenses and working capital, and a number of shares of the Company’s common stock having a value (calculated based on the average of the volume-weighted average of the trading price of the Company’s common stock on the NASDAQ Global Select Market during the thirty-day period ending on the fifth (5th) trading day prior to the closing of the Transaction (the “ Closing ”)) equal to $50 million. Under the Agreement, the Sellers are prohibited from transferring any of the Company common stock received in the Transaction for a period of six months following the Closing, and a portion of the stock consideration will be placed into escrow to secure the Sellers’ indemnification obligations under the Agreement (as described below).

Each party to the Agreement has made customary representations and warranties. The Agreement also contains customary pre-closing covenants, including that LiquidityEdge operate its business in the ordinary course consistent with past practice and refrain from taking certain actions without the Company’s consent. The parties have each agreed to use their respective commercially reasonable efforts to consummate the Transaction, including to obtain required regulatory approvals and certain consents.

Pursuant to the terms of the Agreement, the Sellers and the Company have each agreed to customary indemnification obligations with respect to breaches of their respective and, in the case of the Sellers, LiquidityEdge’s representations and warranties and failures to perform obligations under the Agreement (and, in the case of Sellers, for liabilities related to pre-Closing Taxes and certain employment related liabilities during the pre-Closing period), subject to certain limitations and deductibles.

The Agreement also contains covenants by the Sellers and the Company not to participate in discussions or negotiations regarding (or solicit or encourage any proposals for) an alternative transaction to the Transaction, and to notify the Company promptly following receipt of any alternative transaction proposal.

LiquidityEdge’s managing member, one of its founders and its chief executive officer have each agreed, for a period of three (3) years following the Closing (in the case of the managing member and founder), and for a period of two (2) years following the Closing (in the case of the chief executive officer), to customary non-solicitation covenants which prohibit the solicitation or hiring of certain employees of (or other individuals employed on behalf of) the Company or its subsidiary following Closing. During the same period, the managing member, founder and chief executive officer have also agreed not to own, hold, work for or otherwise control, operate, manage or engage in any Restricted Business (as defined in the Agreement).

The Closing is subject to the satisfaction or waiver of certain conditions set forth in the Agreement, including, among others, conditions related to the receipt of required antitrust and regulatory approvals (including under the HSR Act and from the U.K. Financial Conduct Authority and FINRA), the receipt of certain third-party contractual consents and termination of or entry into certain other contractual arrangements, the absence of any law or governmental order prohibiting the consummation of the Transaction, the accuracy of the parties respective representations and warranties, and the performance by the parties of their respective obligations under the Agreement.

Either the Company or the Sellers’ Representative may terminate the Agreement in certain circumstances, including in the event the Transaction has not been completed by March 12, 2020.

The Company intends to issue the Company common stock described herein in reliance upon the exemptions from registration afforded by Section 4(2) and Rule 506 promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”).

The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement.