REGISTRATION RIGHTS JOINDER AGREEMENT

EX-4.5 5 dex45.htm JOINDER AGREEMENTS TO REGISTRATION RIGHTS AGREEMENT Joinder Agreements to Registration Rights Agreement

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

 

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:  

 

By:  

/s/ James A. Johnson

  Name:  

 

  Its:  

 

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

 

 

 

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

 

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

 

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

 

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