INDEMNIFICATION AGREEMENTIndemnification Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of , by and between Sprout Social, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors / an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Sprout Social, Inc. Class A Common Stock, Par Value $0.0001 Per Share Form of Underwriting AgreementUnderwriting Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software • New York
Sprout Social, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives, an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Class A common stock, par value $0.0001 per share (the “Class A Stock” and, together with the Company’s Class B common stock, par value $0.0001 per share, the “Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
ContractWarrant Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software
This Amended and Restated Executive Employment Agreement (this “Agreement”) is executed as of November 29, 2019 (the “Effective Date”), by and between Jamie Gilpin (“Executive”), and Sprout Social, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO SIXTH AMENDED AND RESTATEDVoting Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software
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.
RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software • Delaware
Sprout Social, Inc., a Delaware corporation (the “Company”), pursuant to its 2019 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
SPROUT SOCIAL, INC. SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software • Delaware
This SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 13, 2018 (the “Effective Date”), by and among SPROUT SOCIAL, INC., a Delaware corporation (the “Company”), the investors listed on Exhibit A (collectively, the “Investors” and individually, an “Investor”), Future Fund Investment Company No.4 Pty Ltd (ACN 134 338 908), an Australian proprietary company (the “FF Beneficial Investor”), and those certain holders of the Company’s Common Stock listed on Exhibit B (collectively, the “Common Holders” and individually, a “Common Holder”).
SPROUT SOCIAL, INC. SIXTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software • Delaware
THIS SIXTH AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2018 (the “Effective Date”), by and among SPROUT SOCIAL, INC., a Delaware corporation (the “Company”), those certain holders of the Company’s Common Stock (the “Common Stock”) listed on Exhibit A hereto (each a “Common Holder” and together the “Common Holders”), the persons and entities listed on Exhibit B hereto (each an “Investor” and together the “Investors”), and Future Fund Investment Company No.4 Pty Ltd (ACN 134 338 908), an Australian proprietary company (the “FF Beneficial Investor”). The Common Holders and the Investors are referred to collectively in this Agreement as the “Stockholders” and each individually without distinction as a “Stockholder.”
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of November 8, 2019, by and among Sprout Social, Inc., a Delaware corporation (the “Company”), BRJ Investments, LLC (“BRJ”) and Justyn Howard (“Howard”).
AMENDMENT TO SIXTH AMENDED AND RESTATEDInvestor Rights Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software
Reference is hereby made to that certain Sixth Amended and Restated Investor Rights Agreement, dated as of December 13, 2018 (the “Investor Rights 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 Investor Rights 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.
TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software
This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 26th day of November, 2019 (the “Fourth Amendment Effective Date”), by and among SILICON VALLEY BANK, a California corporation (“Bank”), SPROUT SOCIAL, INC., a Delaware corporation (“Sprout Social”) and SIMPLY MEASURED, INC., a Washington corporation (“Simply Measured”, and together with Sprout Social, individually and collectively, jointly and severally, the “Borrower”).
EXCHANGE AGREEMENTExchange Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software • Delaware
This Exchange Agreement (this “Agreement”), dated as of November ___, 2019, is entered into by and among Sprout Social, Inc., a Delaware corporation (the “Company”), and Justyn Howard, Gil Lara, Aaron Rankin, Peter Soung, the Rankin Family 2013 Trust, the Aaron Edward Frederick Rankin Revocable Trust, the Rankin Family 2013 Non-Exempt Trust, the Yeming Shi Rankin Revocable Trust, the Peter Soung Revocable Trust, the Peter Soung 2019 Gift Trust, the Nisha Soung 2019 Gift Trust, the JRH Gift Trust, the EEH Revocable Trust, the JRH Revocable Trust and the EEH Gift Trust (collectively, the “Stockholders”).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of November 8, 2019, by and among Sprout Social, Inc., a Delaware corporation (the “Company”), Litani Holdings, LLC, an Illinois limited liability company (“Stockholder”), and Justyn Howard (“Howard”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 2nd, 2019 • Sprout Social, Inc. • Services-prepackaged software
This Amended and Restated Executive Employment Agreement (this “Agreement”) is executed as of November 29, 2019 (the “Effective Date”), by and between Justyn Howard (“Executive”), and Sprout Social, Inc., a Delaware corporation (the “Company”).
