ENVESTNET, INC., as Issuer, Envestnet Asset Management, Inc., as Guarantor, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 17, 2022 2.625% Convertible Notes due 2027Indenture • November 17th, 2022 • Envestnet, Inc. • Services-business services, nec • New York
INDENTURE, dated as of November 17, 2022 among ENVESTNET, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), Envestnet Asset Management, Inc., a Delaware corporation, as guarantor (the “Guarantor,” as more fully set forth in Section 1.01), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
ENVESTNET, INC. Common Stock, par value $0.005 per share Underwriting AgreementUnderwriting Agreement • October 8th, 2013 • Envestnet, Inc. • Services-business services, nec • New York
The stockholders of Envestnet, Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose, severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. and Stifel, Nicolaus & Company, Incorporated are acting as representatives (the “Representatives” or “you”) an aggregate of 4,800,000 shares of common stock, par value $0.005 per share (“Stock”), of the Company and, at the election of the Underwriters, as and to the extent indicated in Schedule II hereto, up to 720,000 additional shares of Stock. The aggregate of 4,800,000 shares to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 720,000 additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase
THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 4, 2022 AMONG ENVESTNET, INC., THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND BANK OF MONTREAL, AS ADMINISTRATIVE AGENT BMO CAPITAL...Credit Agreement • February 8th, 2022 • Envestnet, Inc. • Services-business services, nec • Illinois
This Third Amended and Restated Credit Agreement is entered into as of February 4, 2022 by and among ENVESTNET, INC., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein.
DEALER]Letter Agreement • November 17th, 2022 • Envestnet, Inc. • Services-business services, nec
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Envestnet, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 18, 2017 AMONG ENVESTNET, INC., THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND BANK OF MONTREAL, AS ADMINISTRATIVE AGENT BMO CAPITAL MARKETS...Credit Agreement • July 24th, 2017 • Envestnet, Inc. • Services-business services, nec • Illinois
This Second Amended and Restated Credit Agreement is entered into as of July 18, 2017 by and among ENVESTNET, INC., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein.
SECURITY AGREEMENTSecurity Agreement • November 19th, 2015 • Envestnet, Inc. • Services-business services, nec • Illinois
This Security Agreement (the “Agreement”) is dated as of November 19, 2015, by and among ENVESTNET, INC., a Delaware corporation (the “Borrower”), and the other parties executing this Agreement under the heading “Debtors” on the signature pages hereto (the Borrower and such other parties, along with any parties who execute and deliver to the Agent an agreement substantially in the form attached hereto as Schedule E, being hereinafter referred to collectively as the “Debtors” and individually as a “Debtor”), each with its mailing address as set forth in Section 14(b) below, and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch (“BMO”), with its mailing address as set forth in Section 14(b) below, acting as administrative agent hereunder for the Secured Creditors hereinafter identified and defined (BMO acting as such administrative agent and any successor or successors to BMO acting in such capacity being hereinafter referred to as the “Agent”).
] Shares ENVESTNET, INC. COMMON STOCK (PAR VALUE $0.005 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • July 9th, 2010 • Envestnet, Inc. • Services-business services, nec • New York
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 8th, 2019 • Envestnet, Inc. • Services-business services, nec • Illinois
This Second Amended and Restated Credit Agreement is entered into as of July 18, 2017 by and among ENVESTNET, INC., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein.
ENVESTNET, INC. EXECUTIVE AGREEMENTExecutive Agreement • August 4th, 2016 • Envestnet, Inc. • Services-business services, nec • Illinois
THIS EXECUTIVE AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2016 (the “Effective Date”), by and between Envestnet, Inc. (“Envestnet”), Envestnet Asset Management, Inc. (the “Company”), and Josh Mayer (the “Executive”). Envestnet, the Company and the Executive are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”
ENVESTNET, INC. Purchase AgreementPurchase Agreement • November 17th, 2022 • Envestnet, Inc. • Services-business services, nec • New York
Envestnet, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the entities named in Schedule I hereto (the “Purchasers”), for whom you (the “Representatives”) are acting as representatives, an aggregate of $500,000,000 principal amount of its 2.625% Convertible Notes due 2027, convertible into the common stock, par value $0.005 per share (the “Stock”), of the Company (the “Firm Notes”) and, at the election of the Purchasers, up to an aggregate of $75,000,000 additional principal amount of the Company’s 2.625% Convertible Notes due 2027 solely to cover overallotments (the “Optional Notes”). The Firm Notes and the Optional Notes that the Purchasers elect to purchase pursuant to Section 2 hereof are herein collectively called the “Notes.” The Company’s obligations under the Notes will be fully and unconditionally guaranteed (the “Guarantee”) on an unsecured basis by Envestnet Asse
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2018 • Envestnet, Inc. • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT, dated as December 20, 2018 (this “Agreement”), between Envestnet, Inc., a Delaware corporation (the “Company”), and BlackRock, Inc., a Delaware corporation (the “Stockholder”).
Confidential Treatment Requested AMENDMENT TO SERVICES AGREEMENTServices Agreement • January 6th, 2012 • Envestnet, Inc. • Services-business services, nec
This Amendment (the “Amendment”) to the Services Agreement (the “MAR Agreement”) dated as of December 28, 2005 by and between Fidelity Brokerage Services, LLC (“FBS”) and Envestnet Asset Management (“Envestnet”) is entered into as of December 31, 2011 (the “Amendment Effective Date”) by and between FBS and Envestnet. Reference is made to a certain Technology and Services Agreement dated as of March 31, 2008 between FMR LLC and Envestnet (the “FMR Agreement”; the MAR Agreement and the FMR Agreement are collectively referred to as the “Agreement”). Except as otherwise defined herein, the capitalized terms in this Amendment shall have the meanings ascribed to such terms in the Agreement. To the extent there is a conflict between this Amendment and the Agreement, the terms of this Amendment shall control.
ENVESTNET, INC. EXECUTIVE AGREEMENTExecutive Agreement • September 25th, 2023 • Envestnet, Inc. • Services-business services, nec • Illinois
THIS EXECUTIVE AGREEMENT (this “Agreement”) is made and entered into as of September 22, 2023 (the “Effective Date”), by and between Envestnet, Inc. (“Envestnet”), Envestnet Financial Technologies, Inc. (the “Company”), and Josh Warren (the “Executive”). Envestnet, the Company and the Executive are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”
Performance-Based Restricted Stock Unit Grant Award Agreement Under the Envestnet, Inc. 2019 Acquisition Equity Incentive PlanRestricted Stock Unit Grant Award Agreement • February 26th, 2021 • Envestnet, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT is effective as of the Grant Date (as defined in Section 1), and is by and between the Participant and Envestnet, Inc. (the "Company").
AGREEMENT AND PLAN OF MERGER dated as of September 25, 2017 among ENVESTNET, INC., FCD MERGER SUB, INC., FOLIO DYNAMICS HOLDINGS, INC. and ACTUA USA CORPORATION (as the Representative)Agreement and Plan of Merger • September 25th, 2017 • Envestnet, Inc. • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 25, 2017 among Envestnet, Inc., a Delaware corporation (“Parent”), FCD Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), FOLIO DYNAMICS HOLDINGS, INC., a Delaware corporation (the “Company”), and ACTUA USA CORPORATION, a Delaware corporation, solely in its capacity as the representative of the Stockholders (the “Representative”).
Restricted Stock Unit Grant Award Agreement Under the Envestnet, Inc. 2010 Long-Term Incentive PlanRestricted Stock Unit Grant Award Agreement • May 7th, 2021 • Envestnet, Inc. • Services-business services, nec • Illinois
THIS AGREEMENT is effective as of the Grant Date (as defined in Section 1), and is by and between the Participant and Envestnet, Inc. (the “Company”).
Restricted Stock Unit Grant Award Agreement Under the Envestnet, Inc. 2010 Long-Term Incentive PlanRestricted Stock Unit Grant Award Agreement • May 7th, 2021 • Envestnet, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT is effective as of the Grant Date (as defined in Section 1), and is by and between the Participant and Envestnet, Inc. (the “Company”).
Platform Services Agreement dated February 8, 2010 by and between Envestnet Asset Management, Inc. and FundQuest IncorporatedPlatform Services Agreement • July 1st, 2010 • Envestnet, Inc. • Services-business services, nec • Illinois
This Platform Services Agreement (“Agreement”), is entered into as of February 8, 2010 (the “Execution Date”), between Envestnet Asset Management, Inc., a Delaware corporation with its principal office located at 35 East Wacker Drive, Suite 2400, Chicago IL 60601 (“Envestnet”), and FundQuest Incorporated, a Delaware corporation with its principal office located at One Winthrop Square, 5th Floor, Boston MA 02110 (“FundQuest”).
ENVESTNET ASSET MANAGEMENT, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2010 • Envestnet, Inc. • Illinois
This Registration Rights Agreement dated as of March 22, 2004 (this “Agreement”), is entered into among Envestnet Asset Management, Inc., a Delaware corporation (the “Company”), the Persons listed on Schedule A hereto as Holders and any other Person who becomes a Holder after the date hereof in accordance with the terms hereof, and shall be effective upon and only upon the Closing of the Merger (as defined below) (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER by and among ENVESTNET, INC., YALE MERGER CORP. and YODLEE, INC. Dated as of August 10, 2015Agreement and Plan of Merger • August 10th, 2015 • Envestnet, Inc. • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2015 (this “Agreement”), by and among Envestnet, Inc., a Delaware corporation (“Parent”), Yale Merger Corp., a Delaware corporation (“Merger Sub”), and Yodlee, Inc., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO TECHNOLOGY AND SERVICES AGREEMENTTechnology and Services Agreement • May 6th, 2010 • Envestnet, Inc. • Services-business services, nec
This SECOND AMENDMENT TO TECHNOLOGY AND SERVICES AGREEMENT (“Amendment”) is made by and between FMR LLC (“FMR”) and Envestnet Asset Management Group, Inc. (“Envestnet”) as of ____________, 2008 (the “Amendment Effective Date”). Reference is made to a certain Technology and Services Agreement dated as of March 31, 2008 by and between FMR and Envestnet (the “Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
FIRST AMENDMENT TO ENVESTNET ASSET MANAGEMENT GROUP, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2010 • Envestnet, Inc.
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.
Dear ,Envestnet, Inc. • February 26th, 2021 • Services-business services, nec
You are receiving this letter due to the fact that you are party to a current employment agreement with Envestnet, Inc. and Envestnet Asset Management, Inc. (“EAM”) (your “Employment Agreement”). Effective as of January 1, 2018, Envestnet, Inc. will be transferring the employment of all employees, as well as all benefit plans, payroll, and related contracts, from EAM to another wholly owned subsidiary of Envestnet, Inc., Envestnet Financial Technologies, Inc. (“EFT”).
PURCHASE AND SALE AGREEMENT BETWEEN PRUDENTIAL INVESTMENTS LLC (the “Seller”) AND ENVESTNET, INC. (the “Buyer”) April 11, 2013Purchase and Sale Agreement • June 14th, 2013 • Envestnet, Inc. • Services-business services, nec • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of April 11, 2013 between PRUDENTIAL INVESTMENTS LLC, a New York limited liability company (the “Seller”) and ENVESTNET, INC., a Delaware corporation (the “Buyer”). The Seller and the Buyer are each referred to herein individually as a “Party” and collectively as the “Parties.”
Unaudited Pro Forma Financial InformationUnaudited Pro Forma Financial Information • February 27th, 2012 • Envestnet, Inc. • Services-business services, nec
On August 5, 2011, Envestnet, Inc. (Envestnet”) entered into a stock purchase agreement (the “Agreement”), with BNP Paribas Investment Partners USA Holdings, Inc. (“BNPP”) to acquire all of the outstanding shares of FundQuest, Incorporated (“FundQuest”). Pursuant to the terms of the Agreement, on December 13, 2011, FundQuest was acquired by Envestnet and FundQuest became a wholly owned subsidiary of Envestnet (the “FundQuest Acquisition”).
FORM OF ORDERLY MARKETING AGREEMENTForm of Orderly Marketing Agreement • March 14th, 2019 • Envestnet, Inc. • Services-business services, nec • New York
This ORDERLY MARKETING AGREEMENT (this “Agreement”), dated as of [·] 2019, is entered into by and among (i) Envestnet, Inc., a Delaware corporation (the “Company”) and (ii) the individuals listed on the signature page (collectively, the “Sellers” and each individually, a “Seller”). The Company and the Sellers are each referred to herein as a “Party” and together as the “Parties”.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • October 30th, 2020 • Envestnet, Inc. • Services-business services, nec • Illinois
This Severance Agreement and General Release (“Agreement”) is being entered into by Envestnet Financial Technologies, Inc. (“Envestnet” or the “Company”) and Scott Grinis (“Employee”) (together, the “Parties”).
SERVICES AGREEMENTServices Agreement • May 6th, 2010 • Envestnet, Inc. • Services-business services, nec • Massachusetts
This SERVICES AGREEMENT (“Agreement”) is made between National Financial Services LLC (“National”) and Envestnet Asset Management, Inc. (“Envestnet”) as of the latest date noted by the parties’ signatures below (“Effective Date”). National and Envestnet hereby agree as follows:
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 8th, 2014 • Envestnet, Inc. • Services-business services, nec • Illinois
This First Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of December 8, 2014, by and among Envestnet, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors, the Lenders party hereto, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent (the “Administrative Agent”).
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • March 1st, 2019 • Envestnet, Inc. • Services-business services, nec • California
This Severance Agreement and General Release (“Agreement”) is being entered into by Envestnet Financial Technologies, Inc. (“Envestnet” or the “Company”) and Anil Arora (“Executive”) (together, the “Parties”).
COOPERATION AGREEMENTCooperation Agreement • March 28th, 2023 • Envestnet, Inc. • Services-business services, nec
This Cooperation Agreement (this “Agreement”), dated as of March 27, 2023, is by and among Impactive Capital LP, a Delaware limited partnership, Impactive Capital Master Fund LP, a Cayman Islands exempted limited partnership (Impactive Capital LP and Impactive Capital Master Fund LP, together with their respective Affiliates, “Impactive”), and Envestnet, Inc., a Delaware corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, Impactive and the Company agree as follows:
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among OLEG TISHKEVICH, ENVESTNET, INC. and, solely for purposes of Article 9, OLTIS SOFTWARE LLC (d/b/a FINANCE LOGIX) Dated as of May 6, 2015Membership Interest Purchase Agreement • August 10th, 2015 • Envestnet, Inc. • Services-business services, nec • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into on May 6, 2015 (the “Agreement Date”), by and between Oleg Tishkevich, an individual (“Seller”), and Envestnet, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are referred to collectively herein as the “Parties.”
Confidential Treatment Requested MERGER AGREEMENT by and among TAMARAC INC., ENVESTNET INC. AND TITAN MERGER CORP. AND KLJ CONSULTING, LLC (as the Shareholders’ Representative) Dated as of February 16, 2012Merger Agreement • March 9th, 2012 • Envestnet, Inc. • Services-business services, nec • Washington
THIS MERGER AGREEMENT is made as of the 16th day of February, 2012, by and among Envestnet, Inc., a Delaware corporation (“Parent”), Titan Merger Corp., a Washington corporation (“MergerCo”), Tamarac Inc., a Washington corporation (the “Company”), and KLJ Consulting, LLC, a Delaware limited liability company, as the Shareholders’ Representative (the “Shareholders’ Representative”) solely for the purposes of the rights and obligations of the Shareholders’ Representative set forth herein. Certain capitalized terms used in this Agreement are defined in Article I.
SERVICES AGREEMENT AMENDMENTServices Agreement • May 6th, 2010 • Envestnet, Inc. • Services-business services, nec
THIS AMENDMENT (“AMENDMENT”) DATED MARCH , 2008 (THE “EFFECTIVE DATE”) IS MADE TO THE SERVICES AGREEMENT DATED MARCH 24, 2005 (“AGREEMENT”) BY AND BETWEEN NATIONAL FINANCIAL SERVICES, LLC (“NFS”) AND ENVESTNET ASSET MANAGEMENT, INC. (“ENVESTNET”).
STOCK PURCHASE AGREEMENT By and Among THE SELLERS NAMED HEREIN and ENVESTNET, INC. Dated as of February 9, 2012Stock Purchase Agreement • March 9th, 2012 • Envestnet, Inc. • Services-business services, nec • New York
Stock Purchase Agreement (“Agreement”), dated as of February 9, 2012 by and among the parties set forth on Schedule A annexed hereto (“Sellers”) and Envestnet, Inc., a Delaware corporation (“Purchaser”). Certain capitalized terms have the meanings given to such terms in Article I.
