Offer Letter by and between Registrant and Carrie Palin dated September 22, 2018

1. Duties. As a Chief Marketing Officer, you will be responsible for owning a multi-year marketing and business development strategy, while managing a highly functioning team.  You will report to Sameer Dholakia, CEO, who will be primarily responsible for evaluating your performance.  The Company may change your position, title, duties, and place of employment from time to time as it deems necessary. 

2. Compensation and Benefits.  Beginning on October 1, 2018, you will be compensated according to the Compensation Plan attached hereto as Exhibit A, and receive benefits according to our enrollment eligibility process.  The Company may modify your compensation and benefits from time to time in its sole discretion. In addition, as a material inducement to your entering into employment with the Company, subject to the approval of the Company’s Board of Directors or its Compensation Committee, you will be eligible to receive a grant of a number of Restricted Stock Units with respect to the Company’s common stock having an aggregate grant date fair value of approximately $3,750,000. The number of shares will be determined based on the Fair Market Value of our stock at the close of business on your date of grant. The grant will be subject to the terms, conditions and vesting (vests quarterly from date of hire over a 4-year period) applicable to awards of Restricted Stock Units generally granted under the Company’s 2017 Equity Incentive Plan, as described in that Plan and the applicable grant award documents.

3. Company Agreements.  One of the conditions of your employment with the Company is the maintenance of the confidentiality of the Company’s proprietary and confidential information.  This offer is conditioned upon you executing the Company’s Employee Proprietary Information and Inventions Agreement upon commencement of your employment.  In your work for the Company, you will not use or disclose any confidential information, including trade secrets, of any former company or other person to whom you have an obligation of confidentiality.  Rather, you will be expected to use only that information that is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain or which is

otherwise provided or developed by the Company.  While working for the Company from your personal residence or elsewhere, you also should not use any unpublished documents or property belonging to any former Company or other person to whom you have an obligation of confidentiality.  During our discussions about your job duties, you assured us that you would be able to perform those duties within the guidelines described above.  You agree and represent that you are able to perform those your duties within the guidelines described above.    

4. At-Will Employment.  Your employment with the Company will be “at-will.”  This means that either you or the Company may terminate your employment at any time, with or without cause, with or without notice, and for any reason or no reason.  Any contrary representations or agreements which may have been made to you are superseded by this offer.  The “at will” nature of your employment described in this offer letter shall constitute the entire agreement between you and the Company concerning the nature and duration of your employment.  Though your job duties, title, compensation, and benefits may change over time, none of these events change our agreement that you are an “at will” employee.  In addition, the fact that the rate of your salary or other compensation is stated in units of years or months and that your vacation and sick leave accrue annually or monthly does not alter the at-will nature of your employment, and does not mean and should not be interpreted to mean that you are guaranteed employment for any period time.  The “at will” term of your employment with the Company can only be changed in a writing signed by you and the Chief Executive Officer of the Company.  In addition, you will be eligible for participation in the SendGrid, Inc. Executive Severance Benefit Plan (the “Severance Plan”), which defines the benefits provided in the event that you become subject to an involuntary employment termination.  Your participation in and rights to benefits under the Severance Plan will be governed by the terms and conditions of the Severance Plan, provided that, (a) notwithstanding the definition of “Good Reason” set forth therein, for purposes of the Severance Plan, a change in your reporting relationship that occurs on or prior to October 1, 2019 and following a Change in Control (as defined in the Severance Plan) whereby you no longer report directly to Sameer Dholakia shall be deemed to be a material diminution in your position for purposes of part (A) of the definition of “Good Reason and (b) notwithstanding Section 3(a)(3) of the Severance Plan, in the event that you terminate your employment for Good Reason as a result of a change in your reporting relationship described in (a), above, and are eligible for accelerated vesting of your Equity Award(s) as provided in Section 3(a)(3) of the Severance Plan in connection with such termination,  then you will be eligible to vest with respect to 50% of the original number of shares subject to each applicable Equity Award (or if less, the remaining unvested portion of such Equity Award(s)), and not with respect to the full unvested portion of such Equity Award(s) as provided in such section of the Severance Plan.”

5. Exempt Employment.  The Company’s regular working day is from 8 a.m. to 5 p.m., Monday through Friday.  As an exempt, salaried employee, you will be expected to work additional hours as required by the nature of your work assignments.

6. Arbitration. Arbitration of All Disputes.

7. Miscellaneous.  This letter constitutes the complete and exclusive agreement between you and the Company with respect to the subject matter hereof and supersedes any and all prior agreements, whether written or oral.  This agreement will be governed by and construed according to the laws of the State of California.  By joining the Company, you are agreeing to abide by all laws and regulations, all the Company policies and procedures and that you are bound by the terms and conditions of the Company’s Business Protection Agreement (if any).  Violations of these policies may lead to immediate termination

of employment in the Company’s sole discretion.  As required by law, this offer is subject to satisfactory proof of your right to work in the United States.

8. Amendment and Restatement. This offer letter amends, restates and supersedes the prior signed offer letter dated September 9, 2018, for purposes of an earlier employment start date.