REGISTRATION RIGHTS JOINDER 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:
Xxxxxxx XxXxxxxx
| 00 Xxxxx Xxxxx Xx |
| Xxxxxxxxxx, XX 00000 |
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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/ Xxxxxxx XxXxxxxx |
| Xxxxxxx XxXxxxxx |
Accepted and Agreed, effective as
of 7/29, 2008.
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: |
Xxxxxx Xxxxxxx | |
| 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 |
| 000 XXXX XXXXXXXXXX |
| XXXXX 0000 |
| XXXXXXX, XX 00000 |
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/ Xxxxx X. Xxxxxxx |
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/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| 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:
| Xxxxxx X. Xxxxxxx |
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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/ Xxxxxx X. Xxxxxxx |
| Xxxxxx X. Xxxxxxx |
Accepted and Agreed, effective as
of September 19, 2008.
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| 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. |
| 000 Xxxxxxxxxxx Xxxx |
| Xxxxx Xxxx, XX 00000 |
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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/ Xxxx X. Xxxxxx | |
| Name: | Xxxx X. Xxxxxx | |
| Its: | Manager | |
| Accepted and Agreed, effective as of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| 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 |
| 000 Xxxxxxxxxxx Xxxx |
| Xxxxx Xxxx, XX 00000 |
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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/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Manager | |||
| Accepted and Agreed, effective as of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| 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 |
| Xxxxxxxx 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/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Its: | Director | |
| Accepted and Agreed, effective as of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| 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 |
| 000 Xxxx Xxxxxxxxx Xxxxxx |
| Xxxxxxxxx, XX 00000 |
| 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/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Its: | Its Authorized Representative | |
| Accepted and Agreed, effective as | ||
| of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| 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. |
| Xxxxxxx Xxxxxxxx |
| WestLB Mellon Asset Management (USA) LLC |
| 000 X. Xxxxxxxxx Xxxxx - Xxxxx 0000 |
| Xxxxxxx, XX 00000 |
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/ Xxxxx Xxxxxxxx | /s/ Xxxxxxx Xxxxxxxx | ||
| Name: | Xxxxx Xxxxxxxx | Xxxxxxx Xxxxxxxx | ||
| Its: | Authorized Signatory | Authorized Signatory | ||
| Accepted and Agreed, effective as | ||
| of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| 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. |
| 00 Xxxxx Xxxxxx Xxxxx |
| Xxxxx 0000 |
| Xxxxxxx, XX 00000 |
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/ Xxxxxxx X. Xxxxx | |
| Name: | Xxxxxxx X. Xxxxx | |
| Its: | Authorized Signatory | |
| Accepted and Agreed, effective as | ||
| of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| 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. |
| 000 Xxxxx Xxxxxx Xxxxxx, 0xx Xxxxx |
| Xxx Xxxxx Xxxxxx 00000 |
|
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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/ Xxxxxxx X. Xxxxx | |
| Name: | Xxxxxxx X. Xxxxx | |
| Its: | Treasurer | |
| Accepted and Agreed, effective as | ||
| of September 19, 2008. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| 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
000 Xxxxxxxxxxx Xxxx
Xxxxx Xxxx, XX 00000
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/ Xxxx Xxxxx | |
| Name: | XXXX XXXXX | |
| Its: | MANAGER | |
| Accepted and Agreed, effective as of July 29, 2009. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxx | |
| Name: | Xxxxxxxxxxx Xxxxxx | |
| 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
000 Xxxxxxxxxxx Xxxx
Xxxxx Xxxx, XX 00000
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/ Xxxx Xxxxx | |
| Name: | XXXX XXXXX | |
| Title: | MANAGER | |
| Accepted and Agreed, effective as of July 29, 2009. | ||
| Envestnet Asset Management Group, Inc. | ||
| By: | /s/ Xxxxxxxxxxx Xxxxxx | |
| Name: | Xxxxxxxxxxx Xxxxxx | |
| Title: | SVP, Treasurer, Assistant Secretary | |
