SENDGRID, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2017 • SendGrid, Inc. • Services-prepackaged software • New York
SENDGRID, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2017 • SendGrid, Inc. • Services-prepackaged software • North Carolina
THIS LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of June 27, 2013, by and between SQUARE 1 BANK (“Bank”) and SENDGRID, INC. (“Borrower”).
VOTING AGREEMENTVoting Agreement • October 16th, 2018 • SendGrid, Inc. • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of October 15, 2018, is made by and between SendGrid, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Stockholder”) of shares of Class A common stock, par value $0.001 per share, of Twilio Inc., a Delaware corporation (“Parent”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement and Plan of Merger and Reorganization, dated as of October 15, 2018, among Parent, Topaz Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“MergerCo”) and the Company (as such agreement may be subsequently amended or modified, the “Merger Agreement”). For the avoidance of doubt, in no event shall any shares of Class B common stock, par value $0.001 per share, of Parent be subject to this Agreement.
SENDGRID, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting 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.”
SENDGRID, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 18th, 2017 • SendGrid, Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , between SendGrid, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SENDGRID, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2017 • SendGrid, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 17, 2016, by and among SENDGRID, INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 3.9 hereof.
Re: Separation AgreementAnd 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.
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2017 • SendGrid, Inc. • Services-prepackaged software
THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), is entered into as of May 8, 2017, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Batik”) and SENDGRID, INC. (“Borrower”).
SENDGRID, INC. STOCK OPTION AGREEMENTStock Option Agreement • October 18th, 2017 • SendGrid, Inc. • Services-prepackaged software • Delaware
This STOCK OPTION AGREEMENT is made this day of , by and between SendGrid, Inc., a Delaware corporation (the “Company”), and , the Option Holder under the SendGrid, Inc. 2009 Amended and Restated Equity Incentive Plan (the “Plan”).
ATTACHMENT I SENDGRID, INC. 2012 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Attachment I • October 18th, 2017 • SendGrid, Inc. • Services-prepackaged software
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, SendGrid, Inc. (the “Company”) has granted you an option under its 2012 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2017 • SendGrid, Inc. • Services-prepackaged software
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), is entered into as of May 27, 2015, by and between SQUARE 1 BANK (“Bank”) and SENDGRID, INC. (“Borrower”).
Brookfield Brookfield Property Partners Tel 303.383.1801SendGrid, Inc. • October 18th, 2017 • Services-prepackaged software
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2017 • SendGrid, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), is entered into as of May 16, 2014, by and between SQUARE 1 BANK (“Bank”) and SENDGRID, INC. (“Borrower”).
ContractSendGrid, Inc. • October 18th, 2017 • Services-prepackaged software • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2017 • SendGrid, Inc. • Services-prepackaged software
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), is entered into as of May 4, 2016, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and SENDGRID, INC. (“Borrower”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among SENDGRID, INC., TWILIO INC. and TOPAZ MERGER SUBSIDIARY, INC. Dated as of October 15, 2018Agreement and Plan of Merger and Reorganization • October 16th, 2018 • SendGrid, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this “Agreement”), dated as of October 15, 2018, among SendGrid, Inc., a Delaware corporation (the “Company”), Twilio Inc., a Delaware corporation (“Parent”), and Topaz Merger Subsidiary, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2017 • SendGrid, Inc. • Services-prepackaged software
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), is entered into as of April 28, 2015, by and between SQUARE 1 BANK (“Bank”) and SENDGRID, INC. (“Borrower”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2017 • SendGrid, Inc. • Services-prepackaged software
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), is entered into as of December 1, 2014, by and between SQUARE 1 BANK (“Bank”) and SENDGRID, INC. (“Borrower”).
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2018 • SendGrid, Inc. • Services-prepackaged software
This Tenth Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of August 6, 2018, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and SENDGRID, INC. (“Borrower”).
FIRST AMENDMENT OF LEASESendGrid, Inc. • October 18th, 2017 • Services-prepackaged software
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2017 • SendGrid, Inc. • Services-prepackaged software
This Eighth Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of November 9, 2017, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and SENDGRID, INC. (“Borrower”).
FIRST AMENDMENT OF LEASESendGrid, Inc. • August 21st, 2017 • Services-prepackaged software
TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 31st, 2018 • SendGrid, Inc. • Services-prepackaged software
This Ninth Amendment to Loan and Security Agreement (the "Amendment"), is entered into as of April 30, 2018, by and between PACIFIC WESTERN BANK, a California state chartered bank ("Bank") and SENDGRID, INC. ("Borrower"),
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2017 • SendGrid, Inc. • Services-prepackaged software
This Seventh Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of September 26, 2017, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and SENDGRID, INC. (“Borrower”).
