ENVESTNET, INC.Underwriting Agreement • December 15th, 2014 • Envestnet, Inc. • Services-business services, nec • New York
Envestnet, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Stifel, Nicolaus & Company, Incorporated, Credit Suisse Securities (USA) LLC and BMO Capital Markets Corp. are acting as representatives (the “Representatives” or “you”), the respective principal amounts set forth in said Schedule I of $150,000,000 aggregate principal amount of the Company’s 1.75% Convertible Notes due 2019 (the “Firm Securities”) and, at the election of the Underwriters, up to $22,500,000 aggregate principal amount of the Company’s 1.75% Convertible Notes due 2019 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities.” The Securities are to be issued pursuant to an indenture to be dated as of December 15, 2014, as supplemented by t
First Supplemental Indenture Dated as of December 15, 2014 to Indenture Dated as of December 15, 2014 1.75% Convertible Notes due 2019First Supplemental Indenture • December 15th, 2014 • Envestnet, Inc. • Services-business services, nec • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 15, 2014, between Envestnet, Inc., a corporation duly organized and existing under the laws of the State of Delaware, as issuer (the “Company”), having its principal office at 35 East Wacker Drive, Suite 2400, Chicago, Illinois, and U.S. Bank National Association, as trustee (the “Trustee”) to the Indenture dated as of December 15, 2014, between the Company and the Trustee (the “Original Indenture”; the Original Indenture as amended and supplemented hereby and as it may be further amended and supplemented in accordance herewith and therewith, with respect to the Notes, the “Indenture”).
