First Amendment to 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/ Judson Bergman

		  		 		 	Judson Bergman, Chief Executive Officer
				
	HOLDERS:	  		 		 	
			
		  		 	THE ENVESTNET GROUP, INC., a Delaware corporation
				
		  		 	By:	 	 /s/ Judson Bergman

		  		 		 	Judson Bergman, Chief Executive Officer
			
		  		 	  

		  		 	 Siva Suresh

			
		  		 	  

		  		 	 Karen McCue

			
		  		 	 /s/ Mohan Ananda, Aug 31, 04

		  		 	 Mohan Ananda

			
		  		 	 /s/ Suresh Kolachalam

		  		 	 Suresh Kolachalam

			
		  		 	  

		  		 	 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:	 	  



  

 4 









			
	APEX INVESTMENT FUND V, L.P., a Delaware limited partnership
		
	By:	 	
		
	By:	 	 /s/ James A. Johnson

	Name:	 	 James A. Johnson

	Title:	 	 Director











			
	F. ANNETTE SCOTT REVOCABLE TRUST
		
	By:	 	 /s/ F. Annette Scott

		 	Trustee
	
	RICHARD L. SCOTT REVOCABLE TRUST
		
	By:	 	 /s/ Richard Scott

		 	Trustee
	
	RICHARD L. AND F. ANNETTE SCOTT FAMILY PARTNERSHIP, LTD.
		
	By:	 	 /s/ Richard Scott

	Title:	 	General Partner
	
	  

	JUDSON T. BERGMAN









  

									
	THE TAHOMA FUND, LLC, a Washington limited liability company
		
	By:	 	ORCA BAY PARTNERS, LLC, its Manager
		
	By:	 	 /s/ Ross Chapin

		 	Ross Chapin, Manager
	
	EDGEWATER PRIVATE EQUITY FUND III, L.P., a Delaware limited partnership
	
	By: Edgewater III Management, L.P., its General Partner
	
	By: Gordon 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/ LAWRENCE J. SCINTO

		 	Name:	 	LAWRENCE J. SCINTO
		 	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:
	 	 Glenn T. Rieger

		 		 	 Its:
	 	 President