Exhibit 4.5
REGISTRATION RIGHTS JOINDER AGREEMENT
Pursuant to Section 11 of the Registration Rights Agreement, dated as of March 22, 2004, among EnvestNet Asset Management Group, Inc. (“the Company”) and each of the parties thereto, as amended by a First Amendment to Registration Rights Agreement dated as of August 30, 2004 and a Second Amendment to Registration Rights Agreement dated as of March 24, 2005 (as so amended, the “Agreement”), the undersigned hereby agrees to become a party to and be bound by all of the terms and conditions of the Agreement, and the Company acknowledges and agrees that the undersigned shall become a Holder under the Agreement, entitled to the rights of a Holder thereof. Terms used herein and not defined, have such meaning as set forth in the Agreement.
The address of the undersigned for notices under the Registration Rights Agreement shall be as follows:
Vincent DeGiaimo
| 31 Ridge Croft Rd |
| Bronxville, NY 10708 |
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This Joinder Agreement may be executed in counterparts, with each an original and all of which together shall be one and the same instrument.
Dated: 7/18, 2008
| /s/ Vincent DeGiaimo |
| Vincent DeGiaimo |
Accepted and Agreed, effective as
of 7/29, 2008.
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Judson Bergman | |
| Name: |
Judson Bergman | |
| Title: | Chief Executive Officer | |
EXECUTION COPY
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Pursuant to Section 11 of the Registration Rights Agreement, dated as of March 22, 2004, among EnvestNet Asset Management Group, Inc. (the “Company”) and each of the parties thereto, as amended by a First Amendment to Registration Rights Agreement dated as of August 30, 2004 and a Second Amendment to Registration Rights Agreement dated as of March 24, 2005 (as so amended, the “Agreement”), the undersigned hereby agrees to become a party to and be bound by all of the terms and conditions of the Agreement, and the Company acknowledges and agrees that the undersigned shall become a Holder under the Agreement, entitled to the rights of a Holder thereof. Terms used herein and not defined, have such meaning as set forth in the Agreement.
The address of the undersigned for notices under the Registration Rights Agreement shall be as follows:
| Apex Investment Fund IV, L.P. |
| c/o APEX VENTURE PARTNERS |
| 225 WEST WASHINGTON |
| SUITE 1500 |
| CHICAGO, IL 60606 |
This Joinder Agreement may be executed in counterparts, with each an original and all of which together shall be one and the same instrument.
Dated: September 19, 2008
| Apex Investment Fund IV, L.P. | ||||||
| Apex Investment Fund IV, L.P. | ||||||
| By: | Apex Management IV, L.L.C. | |||||
| Its General Partner | By: |
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| By: | /s/ James A. Johnson |
Name: |
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| Its: |
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| Managing Member | ||||||
Accepted and Agreed, effective as
of September 19, 2008.
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Judson Bergman | |
| Name: | Judson Bergman | |
| Title: | CEO | |
EXECUTION COPY
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Pursuant to Section 11 of the Registration Rights Agreement, dated as of March 22, 2004, among EnvestNet Asset Management Group, Inc. (the “Company”) and each of the parties thereto, as amended by. a First Amendment to Registration Rights Agreement dated as of August 30, 2004 and a Second Amendment to Registration Rights Agreement dated as of March 24, 2005 (as so amended, the “Agreement”), the undersigned hereby agrees to become a party to and be bound by all of the terms and conditions of the Agreement, and the Company acknowledges and agrees that the undersigned shall become a Holder under the Agreement, entitled to the rights of a Holder thereof. Terms used herein and not defined, have such meaning as set forth in the Agreement.
The address of the undersigned for notices under the Registration Rights Agreement shall be as follows:
| George W. Connell |
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This Joinder Agreement may be executed in counterparts, with each an original and all of which together shall be one and the same instrument.
Dated: September 19, 2008
| /s/ George W. Connell |
| George W. Connell |
Accepted and Agreed, effective as
of September 19, 2008.
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Judson Bergman | |
| Name: | Judson Bergman | |
| Title: | CEO | |
EXECUTION COPY
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Pursuant to Section 11 of the Registration Rights Agreement, dated as of March 22, 2004, among EnvestNet Asset Management Group, Inc. (the “Company”) and each of the parties thereto, as amended by a First Amendment to Registration Rights Agreement dated as of August 30, 2004 and a Second Amendment to Registration Rights Agreement dated as of March 24, 2005 (as so amended, the “Agreement”), the undersigned hereby agrees to become a party to and be bound by all of the terms and conditions of the Agreement, and the Company acknowledges and agrees that the undersigned shall become a Holder under the Agreement, entitled to the rights of a Holder thereof. Terms used herein and not defined, have such meaning as set forth in the Agreement.
The address of the undersigned for notices under the Registration Rights Agreement shall be as follows:
| Foundation Capital III, L.P. |
| 250 Middlefield Road |
| Menlo Park, CA 94025 |
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This Joinder Agreement may be executed in counterparts, with each an original and all of which together shall be one and the same instrument
Dated: September 19, 2008
| Foundation Capital III, L.P. | ||
| By: Foundation Capital Mgmt. Co. III, LLC | ||
| By: | /s/ Paul G. Koontz | |
| Name: | Paul G. Koontz | |
| Its: | Manager | |
| Accepted and Agreed, effective as of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Judson Bergman | |
| Name: | Judson Bergman | |
| Title: | CEO | |
EXECUTION COPY
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Pursuant to Section 11 of the Registration Rights Agreement, dated as of March 22, 2004, among EnvestNet Asset Management Group, Inc. (the “Company”) and each of the parties thereto, as amended by a First Amendment to Registration Rights Agreement dated as of August 30, 2004 and a Second Amendment to Registration Rights Agreement dated as of March 24, 2005 (as so amended, the “Agreement”), the undersigned hereby agrees to become a party to and be bound by all of the terms and conditions of the Agreement, and the Company acknowledges and agrees that the undersigned shall become a Holder under the Agreement, entitled to the rights of a Holder thereof. Terms used herein and not defined, have such meaning as set forth in the Agreement.
The address of the undersigned for notices under the Registration Rights Agreement shall be as follows:
| Foundation Capital III Principals Fund, LLC |
| 250 Middlefield Road |
| Menlo Park, CA 94025 |
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This Joinder Agreement may be executed in counterparts, with each an original and all of which together shall be one and the same instrument.
Dated: September 19, 2008
| FOUNDATION CAPITAL III PRINCIPALS FUND, LLC | ||||
| By: | Foundation Capital Mgmt. Co. III, LLC | |||
| By: | /s/ Paul G. Koontz | |||
| Name: | Paul G. Koontz | |||
| Title: | Manager | |||
| Accepted and Agreed, effective as of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Judson Bergman | |
| Name: | Judson Bergman | |
| Title: | CEO | |
EXECUTION COPY
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Pursuant to Section 11 of the Registration Rights Agreement, dated as of March 22,2004, among EnvestNet Asset Management Group, Inc. (the “Company”) and each of the parties thereto, as amended by a First Amendment to Registration Rights Agreement dated as of August 30, 2004 and a Second Amendment to Registration Rights Agreement dated as of March 24, 2005 (as so amended, the “Agreement”), the undersigned hereby agrees to become a party to and be bound by all of the terms and conditions of the Agreement, and the Company acknowledges and agrees that the undersigned shall become a Holder under the Agreement, entitled to the rights of a Holder thereof. Terms used herein and not defined, have such meaning as set forth in the Agreement.
The address of the undersigned for notices under the Registration Rights Agreement shall be as follows:
| LMS Capital (Bermuda), Ltd. |
| Richmond House |
| 12 Par La Ville Road |
| Hamilton HMDX |
| Bermuda |
This Joinder Agreement may be executed in counterparts, with each an original and all of which together shall be one and the same instrument.
Dated: September 19, 2008
| LMS Capital (Bermuda), Ltd. | ||
| By: | /s/ Earl Campbell | |
| Name: | Earl Campbell | |
| Its: | Director | |
| Accepted and Agreed, effective as of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Judson Bergman | |
| Name: | Judson Bergman | |
| Title: | CEO | |
EXECUTION VERSION
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Pursuant to Section 11 of the Registration Right Agreement, dated as of March 22, 2004 among EnvestNet Asset Management Group, Inc. (the “Company”) and each of the parties thereto, as amended by a First Amendment to Registration Rights Agreement dated as of August 30, 2004 and a Second Amendment to Registration Rights Agreement dated as of March 24, 2005 (as so amended, the “Agreement”), the undersigned hereby agrees to become a party to and be bound by all of the terms and conditions of the Agreement, and the Company acknowledges and agrees that the undersigned shall become a Holder under the Agreement, entitled to the rights of a Holder thereof. Terms used herein and not defined, have such meaning as set forth in the Agreement.
The address of the undersigned for notices under the Registration Rights Agreement shall be as follows:
| The Northwestern Mutual Life |
| Insurance Company |
| 720 East Wisconsin Avenue |
| Milwaukee, WI 53202 |
| ATTN: Securities Department |
This Joinder Agreement may be executed in counterparts, with each an original and all of which together shall be one and the same instrument.
Dated: September 19, 2008
| The Northwestern Mutual Life Insurance Company | ||
| By: | /s/ Richard A. Strait | |
| Name: | Richard A. Strait | |
| Its: | Its Authorized Representative | |
| Accepted and Agreed, effective as | ||
| of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Judson Bergman | |
| Name: | Judson Bergman | |
| Title: | CEO | |
EXECUTION COPY
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Pursuant to Section 11 of the Registration Rights Agreement, dated as of March 22, 2004, among EnvestNet Asset Management Group, Inc. (the “Company”) and each of the parties thereto, as amended by a First Amendment to Registration Rights Agreement dated as of August 30, 2004 and a Second Amendment to Registration Rights Agreement dated as of March 24, 2005 (as so amended, the “Agreement”), the undersigned hereby agrees to become a party to and be bound by all of the terms and conditions of the Agreement, and the Company acknowledges and agrees that the undersigned shall become a Holder under the Agreement. entitled to the rights of a Holder thereof. Terms used herein and not defined, have such meaning as set forth in the Agreement.
The address of the undersigned for notices under the Registration Rights Agreement shall be as follows:
| The PMG-NG Direct Investment Fund, L.P. |
| Natalie Geissler |
| WestLB Mellon Asset Management (USA) LLC |
| 100 N. Riverside Plaza - Suite 1700 |
| Chicago, IL 60606 |
This Joinder Agreement may be executed in counterparts, with each an original and all of which together shall be one and the same instrument.
Dated: September 19, 2008
| The PMG-NG Direct Investment Fund L.P. | ||||
| By: | /s/ Chris Brandely | /s/ Natalie Geissler | ||
| Name: | Chris Brandely | Natalie Geissler | ||
| Its: | Authorized Signatory | Authorized Signatory | ||
| Accepted and Agreed, effective as | ||
| of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Judson Bergman | |
| Name: | Judson Bergman | |
| Title: | CEO | |
EXECUTION COPY
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Pursuant to Section 11 of the Registration Rights Agreement, dated as of March 22, 2004, among EnvestNet Asset Management Group, Inc. (the “Company”) and each of the parties thereto, as amended by a First Amendment to Registration Rights Agreement dated as of August 30, 2004 and a Second Amendment to Registration Rights Agreement dated as of March 24, 2005 (as so amended, the “Agreement”), the undersigned hereby agrees to become a party to and be bound by all of the terms and conditions of the Agreement, and the Company acknowledges and agrees that the undersigned shall become a Holder under the Agreement, entitled to the rights of a Holder thereof. Terms used herein and not defined, have such meaning as set forth in the Agreement.
The address of the undersigned for notices under the Registration Rights Agreement shall be as follows:
| WP Private Equity Opportunity |
| Fund L.P. |
| 30 South Wacker Drive |
| Suite 3920 |
| Chicago, IL 60606 |
This Joinder Agreement may be executed in counterparts, with each an original and all of which together shall be one and the same instrument.
Dated: September 19, 2008
| WP Private Equity Opportunity Fund L.P. | ||
| By: | /s/ Gregory J. Jania | |
| Name: | Gregory J. Jania | |
| Its: | Authorized Signatory | |
| Accepted and Agreed, effective as | ||
| of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Judson Bergman | |
| Name: | Judson Bergman | |
| Title: | CEO | |
EXECUTION COPY
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Pursuant to Section 11 of the Registration Rights Agreement, dated as of March 22, 2004, among EnvestNet Asset Management Group. Inc. (the “Company”) and each of the parties thereto, as amended by a First Amendment to Registration Rights Agreement dated as of August 30, 2004 and a Second Amendment to Registration Rights Agreement dated as of March 24, 2005 (as so amended, the “Agreement”), the undersigned hereby agrees to become a party to and be bound by all of the terms and conditions of the Agreement, and the Company acknowledges and agrees that the undersigned ha11 become a Holder under the Agreement, entitled to the rights of a Holder thereof. Terms used herein and not defined, have such meaning as set forth in the Agreement.
The address of the undersigned for notices under the Registration Rights Agreement shall be as follows:
| West Side Investment Management, Inc. |
| 400 South Fourth Street, 3rd Floor |
| Las Vegas Nevada 89101 |
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This Joinder Agreement may be executed in counterparts, with each an original and all of which together shall be one and the same instrument.
Dated: September 19, 2008
| West Side Investment Management, Inc. | ||
| By: | /s/ Kenneth V. Hager | |
| Name: | Kenneth V. Hager | |
| Its: | Treasurer | |
| Accepted and Agreed, effective as | ||
| of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Judson Bergman | |
| Name: | Judson Bergman | |
| Title: | CEO | |
EXECUTION COPY
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Pursuant to Section 11 of the Registration Rights Agreement, dated as of March 22, 2004, among EnvestNet Asset Management Group, Inc. (the “Company”) and each of the parties thereto, as amended by a First Amendment to Registration Rights Agreement dated as of August 30, 2004 and a Second Amendment to Registration Rights Agreement dated as of March 24, 2005 (as so amended, the “Agreement”), the undersigned hereby agrees to become a party to and be bound by all of the terms and conditions of the Agreement, and the Company acknowledges and agrees that the undersigned shall become a Holder under the Agreement, entitled to the rights of a Holder thereof. Terms used herein and not defined, have such meaning as set forth in the Agreement.
The address of the undersigned for notices under the Registration Rights Agreement shall be as follows:
Foundation Capital Leadership Fund, L.P.
Attn: CFO
250 Middlefield Road
Menlo Park, CA 94025
This Joinder Agreement may be executed in counterparts, with each an original and all of which together shall be one and the same instrument.
Dated: July 29, 2009
| Foundation Capital Leadership Fund, L.P. | ||
| By: | /s/ Mike Schuh | |
| Name: | MIKE SCHUH | |
| Its: | MANAGER | |
| Accepted and Agreed, effective as of July 29, 2009. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Christopher Curtis | |
| Name: | Christopher Curtis | |
| Title: | SVP, Treasurer, Assistant Secretary | |
EXECUTION COPY
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Pursuant to Section 11 of the Registration Rights Agreement, dated as of March 22, 2004, among EnvestNet Asset Management Group, Inc. (the “Company”) and each of the parties thereto, as amended by a First Amendment to Registration Rights Agreement dated as of August 30, 2004 and a Second Amendment to Registration Rights Agreement dated as of March 24, 2005 (as so amended, the “Agreement’), the undersigned hereby agrees to become a party to and he bound by all of the terms and conditions of the Agreement and the Company acknowledges and agrees that the undersigned shall become a Holder under the Agreement, entitled to the rights of a Holder thereof Terms used herein and not defined, have such meaning as set forth in the Agreement.
The address of the undersigned for notices under the Registration Rights Agreement shall be as follows:
Foundation Capital Leadership Principals Fund, LLC
Attn: CFO
250 Middlefield Road
Menlo Park, CA 94025
This Joinder Agreement may be executed in counterparts, with each an original and all of which together shall be one and the same instrument.
Dated: July 29, 2009
| Foundation Capital Leadership Principals Fund, LLC | ||
| By: | /s/ Mike Schuh | |
| Name: | MIKE SCHUH | |
| Title: | MANAGER | |
| Accepted and Agreed, effective as of July 29, 2009. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Christopher Curtis | |
| Name: | Christopher Curtis | |
| Title: | SVP, Treasurer, Assistant Secretary | |