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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	/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]