Amendment No.1 to Sixth Amended and Restated Voting Agreement, dated as of November 8, 2019, by and among the Registrant and the other parties thereto

Contract Categories: Business Operations - Voting Agreements
EX-10.24 21 exhibit1024s-1aamendmentno.htm EXHIBIT 10.24 Exhibit
Exhibit 10.24

SPROUT SOCIAL, INC.
AMENDMENT TO SIXTH AMENDED AND RESTATED
VOTING AGREEMENT
Dated as of November 8, 2019
Reference is hereby made to that certain Sixth Amended and Restated Voting Agreement, dated as of December 13, 2018 (the “Voting Agreement”), by and among Sprout Social, Inc., a Delaware corporation (the “Company”), and the investors named therein. All capitalized terms used in this Amendment (this “Amendment”) have the meanings ascribed to such terms in the Voting Agreement unless otherwise defined herein. This Amendment shall be dated as of the date on which the Company or its agents receive the last signed counterpart signature page hereto necessary to give effect to the actions contemplated hereby.
WHEREAS: Pursuant to Section 3.5 of the Voting Agreement, any term of the Voting Agreement (except as otherwise expressly provided) may be amended or modified only with the written consent of (a) the Company, (b) the holders of a majority of the Preferred Stock, voting together as a single class on an as-converted basis, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the Series C Preferred, voting as a separate class, (d) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the Series D Preferred, voting as a separate class and (e) the holders of a majority of the Common Holder Shares, voting as a separate class (excluding any Employee Holder whose employment or engagement with the Company as an employee, officer or consultant has been terminated, provided that, in the case of either Justyn Howard or Aaron Rankin, the foregoing limitation shall not apply unless he (i) ceases to be employed or engaged by the Company as an employee, officer or consultant and (ii) holds less than 1,000,000 shares of Common Stock); provided, however, that notwithstanding the foregoing, Section 1.2(a)(ii)(A) of the Voting Agreement shall not be amended or waived without the written consent of the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the Series C Preferred.
NOW, THEREFORE, BE IT RESOLVED:
1.
Section 1.7(a) of the Voting Agreement is hereby amended in its entirety to read: “A “Sale of the Company” shall mean either: (i) a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a “Stock Sale”); or (ii) a transaction that qualifies as, or is deemed, a “Liquidation Event” (as defined in the Restated Certificate) or “Acquisition,” which shall mean ‘any transaction or series of related transactions to which the Corporation is a party in which in excess of fifty percent (50%) of the Corporation’s voting power is transferred; provided, that an Acquisition shall not include the authorization and/or issuance of Class B Common Stock.’”


2.
Section 1.2(a) of the Voting Agreement is hereby amended in its entirety to read:
1.2 Election of Board of Directors.
 
(a) the Company agrees to take all actions necessary within the Company’s control to (i) nominate for election by the Company’s stockholders the Class II director nominee (the “Goldman Sachs Nominee”) named by the Goldman Sachs Investors (as defined below), provided that, in the event the Company does not have a staggered board, the Company shall take all actions necessary within the Company’s control to nominate the director nominee named by the Goldman Sachs Investors at any such annual meeting, unless and until Broad Street Principal Investments, L.L.C., MBD 2016, L.P., Bridge Street 2016, L.P., Stone Street 2016, L.P. and 2016 Offshore Aggregator, L.P. and each of their respective affiliates (collectively, the “Goldman Sachs Investors”), in the aggregate, have transferred (through one or more transfers) more than 80% of their collective ownership interest in the Company (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), such initial ownership interest to be measured as of the effective date of the registration statement for a firmly underwritten public offering of Common Stock on Form S-1 and (ii) nominate the Goldman Sachs Nominee for appointment to the Company’s Compensation Committee.
 
3.
All references to Section 1.2(a)(ii)(A) in Section 2.1 of the Voting Agreement shall be changed to Section 1.2(a) of the Voting Agreement.
4.
Except as expressly set forth herein, this Amendment shall not apply to any other provisions of the Voting Agreement and the remainder of the Voting Agreement shall remain unchanged.
5.
Notwithstanding the date first set forth above, the parties hereto agree that this Amendment shall not go into effect unless and until the effective date of the registration statement for a firmly underwritten public offering of Common Stock on Form S-1, automatically and without any further action by the parties hereto.
[Signature page immediately follows]


This Amendment is hereby acknowledged and agreed on behalf of the undersigned:
COMPANY:
 
SPROUT SOCIAL, INC.
 
 
By:
/s/ Justyn Howard
Name:   Justyn Howard
Title:  CEO  

[Signature Page to Amendment]

This Amendment is hereby acknowledged and agreed on behalf of the undersigned:
STOCKHOLDERS:
 
 
 
 
 
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Joseph P. DiSabato
Name: Joseph P. DiSabato
Title: Vice President
 
 
 
 
 
BRIDGE STREET 2016, L.P.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Joseph P. DiSabato
Name: Joseph P. DiSabato
Title: Vice President
 
 
 
 
 
MBD 2016, L.P.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Joseph P. DiSabato
Name: Joseph P. DiSabato
Title: Vice President
 
 
 
 
 
STONE STREET 2016, L.P.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Joseph P. DiSabato
Name: Joseph P. DiSabato
Title: Vice President
 
 
 
 
 
2016 OFFSHORE AGGREGATOR, L.P.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Joseph P. DiSabato
Name: Joseph P. DiSabato
Title: Vice President

[Signature Page to Amendment]

This Amendment is hereby acknowledged and agreed on behalf of the undersigned:
STOCKHOLDERS:
 
 
 
 
 
NEW ENTERPRISE ASSOCIATES 13, LIMITED PARTNERSHIP
 
 
 
 
 
By:  NEA Partners 13, Limited Partnership, its general partner
 
 
 
 
 
By:  NEA 13 GP, LTD, its general partner
 
 
 
 
 
 
 
 
 
 
By:
/s/ Louis S. Citron
Name:  Louis S. Citron
Title:  Chief Legal Officer
 
 
 
 
 
 
 
 
 
 
NEA VENTURES 2011, LIMITED PARTNERSHIP
 
 
 
 
 
 
 
 
 
 
By:
/s/ Louis S. Citron
Name: Louis S. Citron
Title: Vice President

[Signature Page to Amendment]

This Amendment is hereby acknowledged and agreed on behalf of the undersigned:
STOCKHOLDERS:
 
 
 
 
 
 
LIGHTBANK INVESTMENTS 1A, LLC
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Mike Mauceri
Name:
Mike Mauceri
Title:
CFO / Secretary
 
 
 
 
 
 
 
 
 
 
 
 
LIGHTBANK INVESTMENTS 2, LLC
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Mike Mauceri
Name: Mike Mauceri
Title: CFO / Secretary
 
 
 
 
 
 
 
 
 
 
 
 
INNOVATION GROUP INVESTORS, L.P.
 
 
 
 
 
 
By:
Innovation Group, LLC, its General Partner
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Mike Mauceri
Name: Mike Mauceri
Title: CFO / Secretary

[Signature Page to Amendment]

This Amendment is hereby acknowledged and agreed on behalf of the undersigned:
STOCKHOLDERS:
EXECUTED on behalf of THE NORTHERN TRUST COMPANY (ABN 62 126 279 918), a company incorporated in the State of Illinois in the United States of America, in its capacity as custodian for the Future Fund Investment Company No.4 Pty Ltd (ACN 134 338 908), by
JONATHAN CARSTENS
being a person who, in accordance with the laws of that territory, is acting under the authority of the company in the presence of:
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)
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)
)
)
)
 
 
 
 
/s/ Momika Singh
 
 
 
 
 
Signature of witness
 
 
 
 
 
MOMIKA SINGH
 
 
 
 
 
Name of witness (block letters)
 
/s/ Jonathan Carstens
 
 
 
Level 42, 120 Collins Street
Melbourne VIC 3000 Australia
 
By executing this agreement the signatory warrants that the signatory is duly authorized to execute this agreement on behalf of THE NORTHERN TRUST COMPANY
 
 
Address of witness
 
 
 
Date: 8 November 2019
 
 
 
 
 

[Signature Page to Amendment]

This Amendment is hereby acknowledged and agreed on behalf of the undersigned:
STOCKHOLDERS:
 
 
 
 
 
JUSTYN HOWARD, in his individual capacity
 
 
/s/ Justyn Howard
 
 
 
 
 
 
 
GIL LARA, in his individual capacity
 
 
 
/s/ Gil Lara
 
 
 
 
 
 
 
RANKING FAMILY 2013 TRUST
 
By Yeming Shi Rankin, as Trustee
 
 
 
/s/ Yeming Shi Rankin
 
 
 
 
 
 
 
AARON EDWARD FREDERICK RANKIN REVOCABLE TRUST
By Aaron Rankin, as Trustee
 
 
 
/s/ Aaron Rankin
 
 
 
 
 
 
 
RANKIN FAMILY 2013 NON-EXEMPT TRUST
By Yeming Shi Rankin, as Trustee
 
 
 
/s/ Yeming Shi Rankin
 
 
 
 
 
 
 
YEMING SHI RANKIN REVOCABLE TRUST
By Yeming Shi Rankin, as Trustee
 
 
 
/s/ Yeming Shi Rankin
 
 
 
 
 
 
 

[Signature Page to Amendment]

PETER SOUNG REVOCABLE TRUST DATED JUNE 7, 2019
By Peter Soung, as Trustee
 
 
 
/s/ Peter Soung
 
 
 
 
 
 
 
PETER SOUNG 2019 GIFT TRUST
 
By Nisha Soung, as Trustee
 
 
 
/s/ Nisha Soung
 
 
 
 
 
 
 
NISHA SOUNG 2019 GIFT TRUST
 
By Nisha Soung, as Trustee
 
 
 
/s/ Nisha Soung
 
 
 
 
 
 
 
JRH GIFT TRUST
 
By Elizabeth E. Howard, as Trustee
 
 
 
/s/ Elizabeth Howard
 
 
 
 
 
 
 
EEH REVOCABLE TRUST
By Elizabeth E. Howard, as Trustee
 
 
 
/s/ Elizabeth Howard
 
 
 
 
 
 
 
JRH REVOCABLE TRUST
By Justyn Howard, as Trustee
 
 
 
/s/ Justyn Howard
 
 
 
 
 
 
 
EEH GIFT TRUST
 
By Justyn Howard, as Trustee
 
 
 
/s/ Justyn Howard
 
 
 

[Signature Page to Amendment]

This Amendment is hereby acknowledged and agreed on behalf of the undersigned:
TWITTER, INC.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Seksom Suriyapa
Name: Seksom Suriyapa
Title: VP, Corporate Development & Strategy


[Signature Page to Amendment]