FIRST AMENDMENT TO ENVESTNET ASSET MANAGEMENT GROUP, INC. REGISTRATION RIGHTS AGREEMENT

Exhibit 4.3

FIRST AMENDMENT TO

ENVESTNET ASSET MANAGEMENT GROUP, INC.

REGISTRATION RIGHTS AGREEMENT

THIS FIRST AMENDMENT TO ENVESTNET ASSET MANAGEMENT GROUP, INC. REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is entered into as of August 30, 2004 by Envestnet Asset Management Group, Inc., a Delaware corporation, f/k/a Envestnet Asset Management, Inc. (the “Company”), and the other parties listed on the signature pages hereto (the “Holders”). This Amendment amends that certain Envestnet Asset Management Group, Inc. Registration Rights Agreement, dated as of March 22, 2004, among the Company and the stockholders listed on the signature pages thereto (the “Original Agreement”). All capitalized terms used but not defined herein shall have the meaning set forth in the Original Agreement.

Preliminary Statement

The Company and the Holders desire to amend the Original Agreement as provided herein.

Now therefore, the Company and the Holders agree to amend the Original Agreement in accordance with Section 13.2 of the Original Agreement as follows:

Agreement

1. Section 11 of the Original Agreement is hereby replaced in its entirety by the following:

“Section 11. Assignability of Registration Rights; Additional Parties. The rights set forth in this Agreement shall accrue to (i) each Holder of Registrable Common Stock and (ii) each party to the EnvestNet Registration Rights Agreement upon any Approved EnvestNet Merger or other merger between EnvestNet and the Company in which the stockholders of EnvestNet receive Common Stock or securities convertible into Common Stock and in which the Envestnet Registration Rights Agreement is terminated, in the case of each of clause (i) and (ii) if such subsequent Holder or party shall have executed a written consent agreeing to be bound by the terms and conditions of this Agreement as a party to this Agreement. Notwithstanding any other provision of this Agreement, in order to become an additional party to this Agreement, such Person (the “Restricted Holder”) must agree in writing, in form and substance satisfactory to the Company, to be bound by the terms hereof to the same extent and in the same manner as other similarly situated Holders, a copy of which writing shall be maintained on file with the secretary of the Company and shall include the address of such Restricted Holder to which notices hereunder shall be sent. Each such supplementary agreement shall become effective upon its execution by the Company and the Restricted Holder, and it shall not

require the signatures or the consent of any other party hereto. Upon such execution such Restricted Holder shall be bound by all the restrictions placed on Holders hereby, shall be subject to any additional restrictions set forth in such supplementary agreement and shall enjoy only such rights as are specifically set forth in such supplementary agreement.

2. Except as set forth in this Amendment, the Original Agreement remains in full force and effect in accordance with its terms.

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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Registration Rights Agreement on the date first above written.

THE COMPANY:				ENVESTNET ASSET MANAGEMENT GROUP, INC., a Delaware corporation
				By:		/s/ Xxxxxx Xxxxxxx
						Xxxxxx Xxxxxxx, Chief Executive Officer
HOLDERS:
				THE ENVESTNET GROUP, INC., a Delaware corporation
				By:		/s/ Xxxxxx Xxxxxxx
						Xxxxxx Xxxxxxx, Chief Executive Officer
				Siva Suresh
				Xxxxx XxXxx
				/s/ Xxxxx Xxxxxx, Aug 31, 04
				Xxxxx Xxxxxx
				/s/ Xxxxxx Xxxxxxxxxx
				Xxxxxx Xxxxxxxxxx
				S. Ramesh
				Dr. C. Siva

GRP II, L.P.
By:		GRPVC, L.P.
		its General Partner
By:		GRP Management Services Corp., a Delaware corporation its General Partner
By:		/s/ Yves Sisteron
Name:		Yves Sisteron
Title:		President
GRP II Partners, L.P., a Delaware limited partnership
By:		GRPVC, L.P.
		its General Partner
By:		GRP Management Services Corp., a Delaware corporation
		its General Partner
By:		/s/ Yves Sisteron
Name:		Yves Sisteron
Title:		President
GRP II Investors, L.P., a Delaware limited partnership
By:		Merchant Capital, Inc.
		its General Partner
By:		/s/ Yves Sisteron
Name:		Yves Sisteron
Title:

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APEX INVESTMENT FUND V, L.P., a Delaware limited partnership
By:
By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Director

F. XXXXXXX XXXXX REVOCABLE TRUST
By:		/s/ F. Xxxxxxx Xxxxx
		Trustee
XXXXXXX X. XXXXX REVOCABLE TRUST
By:		/s/ Xxxxxxx Xxxxx
		Trustee
XXXXXXX X. AND F. XXXXXXX XXXXX FAMILY PARTNERSHIP, LTD.
By:		/s/ Xxxxxxx Xxxxx
Title:		General Partner
XXXXXX X. XXXXXXX

THE TAHOMA FUND, LLC, a Washington limited liability company
By:		ORCA BAY PARTNERS, LLC, its Manager
By:		/s/ Xxxx Xxxxxx
		Xxxx Xxxxxx, Manager
EDGEWATER PRIVATE EQUITY FUND III, L.P., a Delaware limited partnership
By: Edgewater III Management, L.P., its General Partner
By: Xxxxxx Management, Inc., its General Partner
By:
Title:
PMG-NG DIRECT INVESTMENT FUND, L.P.
By:		The PMG Equity Investors, L.L.C., its General Partner
By:		/S/ XXXXXXXX X. XXXXXX
		Name:		XXXXXXXX X. XXXXXX
		Title:		VICE PRESIDENT
NOVA VITA, L.P.
By: Novo Vita Management, L.P., its general partner
		By:		Cross Atlantic Partners, II, Inc., its general partner
				By:		Xxxxx X. Xxxxxx
				Its:		President