0001047469-18-002482 Sample Contracts

SENDGRID, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • April 3rd, 2018 • SendGrid, Inc. • Services-prepackaged software • New York

SendGrid, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC (“Morgan Stanley”) and J.P. Morgan Securities LLC (“J.P. Morgan”) are acting as representatives (the “Representatives”), and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule II hereto severally propose to sell to the several Underwriters, an aggregate of [·] shares of the Company’s common stock, par value $0.001 per share (the “Firm Shares”), of which [·] shares are to be issued and sold by the Company and [·] shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule II hereto under the column titled “Number of Firm Shares To Be Sold.”

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Re: Separation Agreement
And Inventions Agreement • April 3rd, 2018 • SendGrid, Inc. • Services-prepackaged software • Colorado

This letter sets forth the substance of the separation agreement (the “Agreement”) that SendGrid, Inc. (the “Company”) is offering to you to aid in your employment transition.

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