0001193125-11-234235 Sample Contracts

ENVESTNET ASSET MANAGEMENT, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 26th, 2011 • TCV Vii Lp • Services-business services, nec • Illinois

This Registration Rights Agreement dated as of February 22, 2010 (this “Agreement”), is entered into among Envestnet Asset Management Group, Inc., a Delaware corporation (the “Company”), and FundQuest Incorporated (“FundQuest”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • August 26th, 2011 • TCV Vii Lp • Services-business services, nec

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.005 per share, of Envestnet, Inc., a Delaware corporation, and that this Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

WARRANT PURCHASE AGREEMENT By and Among TCV VII, L.P., TCV VII (A), L.P. and TCV MEMBER FUND, L.P., as Purchasers and FUNDQUEST INCORPORATED as Seller Dated as of August 18, 2011
Warrant Purchase Agreement • August 26th, 2011 • TCV Vii Lp • Services-business services, nec • New York

WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of August 18, 2011, by and among TCV VII, L.P., a Cayman Islands exempted limited partnership (“TCV VII”), TCV VII (A), L.P., a Cayman Islands exempted limited partnership (“TCV VII (A)”), and TCV MEMBER FUND, L.P., a Cayman Islands exempted limited partnership (collectively with TCV VII and TCV VII (A), the “Purchasers”), and FundQuest Incorporated, a Delaware corporation (the “Seller”).

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