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.
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.”
