SQUARESPACE, INC. 5,000,000 Shares of Class A Common Stock Underwriting AgreementSquarespace, Inc. • September 15th, 2023 • Services-prepackaged software • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Squarespace, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,000,000 shares of Class A Common Stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 750,000 shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. To the extent that there is not more than one Selling Stockholder named in Schedule 2, the term Selling Stockholders shall mean either the singular or plural as the context requires.
SQUARESPACE, INC. INDEMNITY AGREEMENTIndemnity Agreement • April 16th, 2021 • Squarespace, Inc. • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of [●] between Squarespace, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
AGREEMENT OF LEASE between TRINITY HUDSON HOLDINGS, LLC, Landlord and SQUARESPACE, INC., Tenant Dated: September 19, 2014 Portions of the Ground Floor and the Entire Tenth (10th), Eleventh (11th) and Twelfth (12th) Floors New York, New York 10014...Agreement of Lease • April 16th, 2021 • Squarespace, Inc. • Services-prepackaged software • New York
AGREEMENT OF LEASE, made as of the 19th day of September 2014 (this “Lease”), between TRINITY HUDSON HOLDINGS, LLC, a Delaware limited liability company, having its office at 75 Varick Street, 2nd Floor, New York, New York 10013 (“Landlord”), and SQUARESPACE, INC., a Delaware corporation, having an address at 459 Broadway, 5th Floor, New York, New York 10013 (“Tenant”).
SQUARESPACE, INC. 6,000,000 Shares of Class A Common Stock Underwriting AgreementSquarespace, Inc. • November 20th, 2023 • Services-prepackaged software • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Squarespace, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 6,000,000 shares of Class A Common Stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 900,000 shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. To the extent that there is not more than one Selling Stockholder named in Schedule 2, the term Selling Stockholders shall mean either the singular or plural as the context requires.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 9th, 2024 • Squarespace, Inc. • Services-prepackaged software • Delaware
This Tender and Support Agreement (this “Agreement”), dated as of September 9, 2024, is entered into by and among (i) Accel Leaders 3 L.P., for itself and as nominee for Accel Leaders 3 L.P., Accel Leaders 3 Entrepreneurs L.P. and Accel Leaders 3 Investors (2020) L.P., (ii) Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P. and Accel Growth Fund Investors 2010 L.L.C. (clauses (i) and (ii), collectively, the “Stockholders” and each, a “Stockholder”), (iii) Squarespace, Inc., a Delaware corporation (the “Company”), and (iv) Spaceship Purchaser, Inc., a Delaware corporation (“Parent” and together with the Company and the Stockholders, the “Parties”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • May 13th, 2024 • Squarespace, Inc. • Services-prepackaged software • Delaware
This Support Agreement (this “Agreement”), dated as of May 13, 2024, is entered into by and among Squarespace, Inc., a Delaware corporation (the “Company”), Anthony Casalena (“Casalena”), Anthony Casalena 2019 Family Trust (“AC 2019 Family Trust”), Anthony Casalena Revocable Trust (“AC Revocable Trust”), Casalena Foundation (the “Foundation” and, together with Casalena, AC 2019 Family Trust and AC Revocable Trust, the “Stockholders” and each, a “Stockholder”) and Spaceship Purchaser, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
Equity Commitment LetterSquarespace, Inc. • June 17th, 2024 • Services-prepackaged software • Delaware
This letter agreement sets forth the commitment of each of the undersigned Persons identified as an Investor on Schedule A hereto (and, for the avoidance of doubt, excluding each of the Persons identified as a Co-Lead Investor on Schedule A hereto) (each an “Investor” and together the “Investors”), on the terms and subject to the conditions contained herein, to purchase, or cause the purchase of, certain equity interests of Spaceship Purchaser, Inc., a Delaware corporation (“Parent”), indirectly through one or more entities, which shall include Spaceship Parent, LP, a Delaware limited partnership (“TopCo”), Spaceship HoldCo, LLC, a Delaware limited liability company that will convert to a Delaware corporation prior to Closing (“HoldCo”), and Spaceship Intermediate, Inc., a Delaware corporation (“Intermediate”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, th
AGREEMENT AND PLAN OF MERGER by and among SPACESHIP PURCHASER, INC., SPACESHIP GROUP MERGERCO, INC. and SQUARESPACE, INC. Dated as of September 9, 2024Agreement and Plan of Merger • September 9th, 2024 • Squarespace, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 9, 2024, by and among Spaceship Purchaser, Inc., a Delaware corporation (“Parent”), Spaceship Group MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), and Squarespace, Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub is sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2021 • Squarespace, Inc. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (as hereafter amended or supplemented, this “Agreement”) is dated as of [●], 2021, by and among SQUARESPACE, INC., a Delaware corporation (the “Company”), the holders of Class A Common Stock of the Company (the “Class A Common Stock”) party hereto (each of which is referred to herein as a “Class A Common Holder” and collectively as the “Class A Common Holders”), the holders of Class B Common Stock of the Company (the “Class B Common Stock”) party hereto (each of which is referred to herein as a “Class B Common Holder” and collectively as the “Class B Common Holders”) and the other parties hereto. Each of the Class A Common Holders and the Class B Common Holders is referred to herein as a “Common Holder” and collectively as the “Common Holders”. The Class A Common Stock and the Class B Common Stock is collectively referred to herein as the “Common Stock”. The Company, the Common Holders and the other parties hereto are individually referred to herein a
THIRD AMENDMENT OF LEASEOf Lease • April 16th, 2021 • Squarespace, Inc. • Services-prepackaged software
THIS THIRD AMENDMENT OF LEASE, dated as of the 22d day of May 2019 (this “Agreement”), made by and between TRINITY HUDSON HOLDINGS, LLC, a Delaware limited liability company, having its office at 120 Broadway, 38th Floor, New York, New York 10271 (“Landlord”), and SQUARESPACE, INC., a Delaware corporation, having an address at 225 Varick Street, 12th Floor, New York, New York 10014 (“Tenant”).
FOURTH AMENDMENT OF LEASEOf Lease • April 16th, 2021 • Squarespace, Inc. • Services-prepackaged software
THIS FOURTH AMENDMENT OF LEASE, dated as of the 16th day of December 2019 (this “Agreement”), made by and between TRINITY HUDSON HOLDINGS, LLC, a Delaware limited liability company, having its office at 76 Trinity Place, New York, New York 10006 (“Landlord”), and SQUARESPACE, INC., a Delaware corporation, having an address at 225 Varick Street, 12th Floor, New York, New York 10014 (“Tenant”).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 17th, 2024 • Squarespace, Inc. • Services-prepackaged software • Delaware
This Interim Investors Agreement (this “Agreement”) is made as of May 13, 2024 by and among Spaceship Intermediate 1, LP (the “Lead Investor”); Anthony Casalena (“Casalena”), Anthony Casalena 2019 Family Trust (“AC 2019 Family Trust”), Anthony Casalena Revocable Trust (“AC Revocable Trust”), Casalena Foundation (the “Foundation” and, together with Casalena, AC 2019 Family Trust and AC Revocable Trust, the “AC Entities”); General Atlantic (SQRS II), L.P. (“GA”); and Accel Leaders 3 L.P., for itself and as nominee for Accel Leaders 3 L.P., Accel Leaders 3 Entrepreneurs L.P. and Accel Leaders 3 Investors (2020) L.P., and Accel Leaders 4 L.P. for itself and as nominee for Accel Leaders 4 L.P., Accel Leaders 4 Entrepreneurs L.P. and Accel Leaders 4 Investors (2022) L.P. (the “Accel Funds” and, together with the AC Entities and GA, each a “Co-Investor” and collectively the “Co-Investors” and the Co-Investors, together with the Lead Investor, the “Investors”).
FIRST AMENDMENT OF LEASEOf Lease • April 16th, 2021 • Squarespace, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT OF LEASE, dated as of the 18 day of August 2017 (this “Agreement”), made by and between TRINITY HUDSON HOLDINGS, LLC, a Delaware limited liability company, having its office at 120 Broadway, 38th Floor, New York, New York 10271 (“Landlord”), and SQUARESPACE, INC., a Delaware corporation, having an address at 225 Varick Street, 12th Floor, New York, New York 10014 (“Tenant”).
ContractAgreement and Plan of Merger • May 13th, 2024 • Squarespace, Inc. • Services-prepackaged software • Delaware
FIRST AMENDMENT TO THE SUPPORT AGREEMENTSupport Agreement • August 30th, 2024 • Squarespace, Inc. • Services-prepackaged software
This First Amendment to the Support Agreement (this “Amendment”) is effective as of August 28, 2024, by and among Squarespace, Inc., a Delaware corporation (the “Company”), Anthony Casalena (“Casalena”), Anthony Casalena 2019 Family Trust (“AC 2019 Family Trust”), Anthony Casalena Revocable Trust (“AC Revocable Trust”), Casalena Foundation (the “Foundation” and, together with Casalena, AC 2019 Family Trust and AC Revocable Trust, the “Stockholders” and each, a “Stockholder”) and Spaceship Purchaser, Inc., a Delaware corporation (“Parent”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Support Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SQUARESPACE, INC., TREMONT 2021 ACQUISITION CORP, TREMONT 2021 ACQUISITION II LLC, TOCK, INC., EACH OF THE OTHER PERSONS IDENTIFIED AS SELLERS HEREIN, AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE...Agreement and Plan of Merger • April 16th, 2021 • Squarespace, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 31, 2021, by and among Squarespace, Inc., a Delaware corporation (“Buyer”), Tremont 2021 Acquisition Corp, a Delaware corporation and a wholly-owned Subsidiary of Buyer (“First Merger Sub”), Tremont 2021 Acquisition II LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Buyer (“Second Merger Sub”), Tock, Inc., a Delaware corporation (the “Company”), each of the Persons set forth on Schedule I who executes and delivers a joinder to this Agreement substantially in the form attached hereto as Exhibit A (a “Joinder”) (collectively, “Sellers”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Holders (the “Stockholder Representative” and, together with Buyer, First Merger Sub, Second Merger Sub, and the Company, each a “Party” and together the “Parties”). Capi
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 16th, 2021 • Squarespace, Inc. • Services-prepackaged software • New York
This Executive Employment Agreement (the “Agreement”), made between Squarespace, Inc. (the “Company”) and [_______] (the “Executive”) (collectively, the “Parties”), is dated as of [________].
SQUARESPACE, INC. AMENDMENT TO STOCK GRANT AGREEMENT (NON-PLAN, FOR SERVICES)Stock Grant Agreement • April 16th, 2021 • Squarespace, Inc. • Services-prepackaged software
This Amendment (the “Amendment”) is entered into as of August 24, 2020 by and between Squarespace, Inc., (the “Company”) and Anthony Casalena (the “Transferee”) to amend the Stock Grant Agreement by and between the Company and the Transferee dated as of August 22, 2017 (the “Stock Grant Agreement”). Capitalized terms used in this Amendment but not defined herein shall have the meaning given thereto in the Stock Grant Agreement. In consideration of the mutual agreements hereinafter set forth, the parties agree as follows:
FIRST AMENDMENT TO EQUITY COMMITMENT LETTERSquarespace, Inc. • August 30th, 2024 • Services-prepackaged software
This FIRST AMENDMENT TO EQUITY COMMITMENT LETTER (this “Amendment”) is entered into as of August 28, 2024, by and among, Spaceship Purchaser, Inc., Spaceship Parent, LP, Spaceship HoldCo, LLC, Spaceship Intermediate 2, Inc., Permira VIII - 1 SCSp, Permira VIII - 2 SCSp, Permira VIII AIV LP1 L.P., Permira VIII AIV LP2 L.P., Permira VIII CIS SCSp, Permira VIII CIS 2 SCSp, PILI 1 Portfolio SCSp, PILI 2 Portfolio SCSp, PILI 4 Portfolio SCSp, Permira Investment Capital LP, Permira Investment Capital II LP and Permira Investment Capital III LP (collectively, the “ECL Parties”) and Squarespace, Inc.
FEE FUNDING AGREEMENTFee Funding Agreement • June 17th, 2024 • Squarespace, Inc. • Services-prepackaged software • Delaware
This Fee Funding Agreement, dated as of May 13, 2024 (this “Agreement”), is by and among each of the undersigned Persons identified as a Funding Party on Schedule A hereto (each a “Funding Party” and, collectively, the “Funding Parties”), Spaceship Purchaser, Inc., a Delaware corporation (“Parent”) and Squarespace, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (defined below).
SQUARESPACE, INC. AMENDED AND RESTATED 2008 EQUITY INCENTIVE PLAN STOCK OPTION agreementStock Option Agreement • April 26th, 2021 • Squarespace, Inc. • Services-prepackaged software • Delaware
This Stock Option Agreement (the “Agreement”) was made effective as of the date of grant set forth below (the “Date of Grant”) by and between SQUARESPACE, INC., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s Amended and Restated 2008 Equity Incentive Plan (as amended from time to time, the “Plan”). This Agreement is subject to the terms and conditions set forth in the Plan.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MANHATTAN WEST NEW YORK, NY 10001 FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH...Squarespace, Inc. • September 15th, 2023 • Services-prepackaged software
SQUARESPACE, INC. AMENDED 2008 EQUITY INCENTIVE PLAN STOCK OPTION agreementStock Option Agreement • April 26th, 2021 • Squarespace, Inc. • Services-prepackaged software • Delaware
This Stock Option Agreement (the “Agreement”) was made effective as of the date of grant set forth below (the “Date of Grant”) by and between SQUARESPACE, INC., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s Amended 2008 Equity Incentive Plan (as amended from time to time, the “Plan”). This Agreement is subject to the terms and conditions set forth in the Plan.
SECOND AMENDMENT OF LEASEOf Lease • April 16th, 2021 • Squarespace, Inc. • Services-prepackaged software • New York
THIS SECOND AMENDMENT OF LEASE, dated as of the 6th day of October 2017 (this “Agreement”), made by and between TRINITY HUDSON HOLDINGS, LLC, a Delaware limited liability company, having its office at 120 Broadway, 38th Floor, New York, New York 10271 (“Landlord”), and SQUARESPACE, INC., a Delaware corporation, having an address at 225 Varick Street, 12th Floor, New York, New York 10014 (“Tenant”).
Squarespace, Inc. Employee Invention Assignment and Confidentiality AgreementAssignment and Confidentiality Agreement • April 16th, 2021 • Squarespace, Inc. • Services-prepackaged software • New York
In consideration of, and as a condition of my employment with Squarespace, Inc., a Delaware corporation, and its subsidiaries, parents, affiliates, successors and assigns (together, the “Company”), I hereby represent to, and agree with the Company as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 16th, 2021 • Squarespace, Inc. • Services-prepackaged software • New York
This Executive Employment Agreement (this "Agreement"), made between Squarespace, Inc., a Delaware corporation (the "Company") and Anthony Casalena ("Executive") (collectively, the "Parties"), is dated as of April 15, 2021.
FIRST AMENDMENT TO SUPPORT AGREEMENTSupport Agreement • August 30th, 2024 • Squarespace, Inc. • Services-prepackaged software
This FIRST AMENDMENT TO SUPPORT AGREEMENT (this “Amendment”) is entered into as of August 28, 2024, by and among Squarespace, Inc., a Delaware corporation (the “Company”), General Atlantic (SQRS II), L.P. (the “Stockholder”), and Spaceship Purchaser, Inc., a Delaware corporation (“Parent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 16th, 2021 • Squarespace, Inc. • Services-prepackaged software • Delaware
THIS VOTING AND SUPPORT AGREEMENT (as hereafter amended or supplemented, this “Agreement”) is dated as of [●], 2021 and effective as of the Initial Public Event (as defined below) (the “Effective Date”), by and among SQUARESPACE, INC., a Delaware corporation (the “Company”), and the other individuals and entities from time to time party hereto (individually referred to herein as a “Party” and are collectively referred to herein as the “Parties”).
AMENDMENT TO INTERIM INVESTORS AGREEMENTInterim Investors Agreement • August 30th, 2024 • Squarespace, Inc. • Services-prepackaged software
This AMENDMENT TO INTERIM INVESTORS AGREEMENT (this “Amendment”) is entered into as of August 28, 2024, by and among Spaceship Intermediate 1, LP (the “Lead Investor”), Anthony Casalena (“Casalena”), Anthony Casalena 2019 Family Trust (“AC 2019 Family Trust”), Anthony Casalena Revocable Trust (“AC Revocable Trust”), Casalena Foundation (the “Foundation” and, together with Casalena, AC 2019 Family Trust and AC Revocable Trust, the “AC Entities”), General Atlantic (SQRS II), L.P. (“GA”), Accel Leaders 3 L.P., for itself and as nominee for Accel Leaders 3 L.P., Accel Leaders 3 Entrepreneurs L.P. and Accel Leaders 3 Investors (2020) L.P. and Accel Leaders 4 L.P. for itself and as nominee for Accel Leaders 4 L.P., Accel Leaders 4 Entrepreneurs L.P. and Accel Leaders 4 Investors (2022) L.P. (collectively, the “Accel Funds” and, together with the AC Entities and GA, each a “Co-Investor” and collectively the “Co-Investors” and the Co-Investors, together with the Lead Investor, the “Investors”)
