X0206 3 2017-11-14 0 0001477425 SendGrid, Inc. SEND 0001708763 Agarwal Ajay C/O BAIN CAPITAL VENTURE INVESTORS, LLC 200 CLARENDON STREET BOSTON MA 02116 1 0 0 0 Common Stock 179333 I See Footnote Series C Preferred Stock Common Stock 871080 I See Footnotes Series D Preferred Stock Common Stock 1414398 I See Footnotes Represents shares of Common Stock held directly by Bain Capital Venture Fund 2014, L.P., BCIP Venture Associates and BCIP Venture Associates-B (collectively, the "Bain Capital Entities"). The governance, investment strategy and decision-making process with respect to the investments held by (the "Bain Capital Entities") is directed by the Executive Committee of Bain Capital Venture Investors, LLC "BCVI". The Executive Committee of BCVI consists of Michael A. Krupka and Ajay Agarwal. As a result, BCVI and Messrs. Krupka and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entities. Each of BCVI and Messrs. Krupka and Agarwal disclaim beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. Each share of Series C Preferred Stock and Series D Preferred Stock is convertible at any time at the option of the holder into the number of fully paid, nonassessable shares of the Issuer's Common Stock determined by the applicable conversion rate, has no expiration date and will convert into shares of Common Stock upon the closing of the Issuer's initial public offering. /s/ Ajay Agarwal 2017-11-14