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