AMENDED AND RESTATED TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 16th, 2024 • Spaceship Purchaser, Inc. • Services-prepackaged software • Delaware
This Amended and Restated Tender and Support Agreement (this “Agreement”), dated as of September 16, 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).
SECOND AMENDMENT TO INTERIM INVESTORS AGREEMENTInterim Investors Agreement • September 16th, 2024 • Spaceship Purchaser, Inc. • Services-prepackaged software
This SECOND AMENDMENT TO INTERIM INVESTORS AGREEMENT (this “Amendment”) is entered into as of September 9, 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 “In
SECOND AMENDMENT TO EQUITY COMMITMENT LETTEREquity Commitment Letter • September 16th, 2024 • Spaceship Purchaser, Inc. • Services-prepackaged software
This SECOND AMENDMENT TO EQUITY COMMITMENT LETTER (this “Amendment”) is entered into as of September 9, 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.
AMENDMENT TO FEE FUNDING AGREEMENTFee Funding Agreement • September 16th, 2024 • Spaceship Purchaser, Inc. • Services-prepackaged software
This AMENDMENT TO FEE FUNDING AGREEMENT (this “Amendment”) is entered into as of September 9, 2024 by and among 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 (each, a “Funding Party” and collectively, the “Funding Parties”), Spaceship Purchaser, Inc., a Delaware corporation (“Purchaser”) and Squarespace, Inc., a Delaware corporation (the “Company” and together with Puchaser and the Funding Parties, the “Parties”).
