1278021--2/26/2010--MARKETAXESS_HOLDINGS

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Because we operate in a rapidly evolving industry, it is difficult to evaluate our business and prospects. Decreases in trading volumes in the fixed-income markets generally or on our platform would harm our business and profitability. We may enter into new fee plans, the impact of which may be difficult to evaluate. We are exposed to risks resulting from non-performance by counterparties to certain transactions executed between our clients in which we act as an intermediary in matching back-to back bond trades. We are dependent on our broker-dealer clients, who are not restricted from buying and selling fixed-income securities, directly or through their own proprietary or third-party platforms, with institutional investors. We derive a significant percentage of our total revenues, and an even greater percentage of our commissions, from broker-dealer clients who are also our stockholders. We could lose significant sources of revenue and trading volume if we lose any of our significant institutional investor clients. If we experience significant fluctuations in our operating results or fail to meet revenues and earnings expectations, our stock price may fall rapidly and without advance notice. We may not be able to introduce enhanced versions of our electronic trading platform, new services and/or service enhancements in a timely or acceptable manner, which could harm our competitive position. As we enter new markets, we may not be able to successfully attract clients and adapt our technology and marketing strategy for use in those markets. Rapid market or technological changes may render our technology obsolete or decrease the attractiveness of our products and services to our broker-dealer and institutional investor clients. We depend on third-party suppliers for key products and services. Our success depends on maintaining the integrity of our electronic trading platform, systems and infrastructure; our computer systems may suffer failures, capacity constraints and business interruptions that could increase our operating costs and cause us to lose clients. If our security measures are breached and unauthorized access is obtained to our electronic trading platform, broker-dealers and institutional investors may become hesitant to use, or reduce or stop their use of, our trading platform. We may not be able to protect our intellectual property rights or technology effectively, which would allow competitors to duplicate or replicate our electronic trading platform. This could adversely affect our ability to compete. Defending against intellectual property infringement or other claims could be expensive and disruptive to our business. If we are found to infringe the proprietary rights of others, we could be required to redesign our products, pay royalties or enter into license agreements with third parties. If we acquire or invest in other businesses, products or technologies, we may be unable to integrate them with our business, our financial performance may be impaired or we may not realize the anticipated financial and strategic goals for any such transactions. We may be limited in our use of our U.S. net operating loss carryforwards. We are dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan in a timely manner. Because competition for our employees is intense, we may not be able to attract and retain the highly skilled employees we need to support our business. Termination of employees may result in additional costs Our business is subject to increasingly extensive government and other regulation and our relationships with our broker-dealer clients may subject us to increasing regulatory scrutiny. We expect to continue to expand our operations outside of the United States; however, we may face special economic and regulatory challenges that we may not be able to meet. We cannot predict our future capital needs or our ability to obtain additional financing if we need it. We are subject to the risks of litigation and securities laws liability. Risks Related to Our Industry If the use of electronic trading platforms does not increase, we may not be able to achieve our business objectives. Economic, political and market factors beyond our control could reduce demand for our services and harm our business, and our profitability could suffer. Risks Related to Our Common Stock Market volatility may cause our stock price and the value of your investment to decline. We may not pay dividends on our common stock in the future. If securities analysts do not publish research or reports about our business or if they downgrade our common stock, the price of our common stock could decline. Provisions in our stockholders rights plan, organizational documents and Delaware law might discourage, delay or prevent a change of control of our company or changes in our management, and therefore, depress the trading price of our common stock.

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1278021--2/26/2010--MARKETAXESS_HOLDINGS_INC