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).
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.
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
