FIRST AMENDMENT TO EQUITY COMMITMENT LETTER
Exhibit 16(b)(vii)
CONFIDENTIAL
Execution Version
FIRST AMENDMENT TO EQUITY COMMITMENT LETTER
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.
RECITALS
A. The ECL Parties entered into that certain Equity Commitment Letter, dated as of May 13, 2024 (the “Original Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Original Agreement. The Original Agreement, as amended by this Amendment, is referred to as the “ECL”.
B. In accordance with Section 4 of the Original Agreement, the parties hereto desire to amend certain terms of the Original Agreement as expressly provided in this Amendment.
AGREEMENT
In consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby acknowledge and agree as follows:
1. Amendments.
| (A) | All references to “Spaceship Intermediate, Inc.” in the Original Agreement are hereby replaced with “Spaceship Intermediate 2, Inc.” |
| (B) | The final section of the Original Agreement (Severability) is hereby renumbered as Section 16. |
| (C) | The table set forth on Schedule A is hereby deleted and replaced in its entirety as set forth below: |
| Investor | Commitment | Percentage of Total Commitments |
| Permira VIII - 1 SCSp | $1,724,089,633.02 | 74.08775% |
| Permira VIII - 2 SCSp | $318,851,321.91 | 13.70171% |
| Permira VIII AIV LP1 L.P. | $61,381,414.41 | 2.63769% |
| Permira VIII AIV LP2 L.P. | $115,240,750.73 | 4.95214% |
| Permira VIII CIS SCSp | $51,120,098.60 | 2.19674% |
| Permira VIII CIS 2 SCSp | $55,874.30 | 0.00240% |
| PILI 1 Portfolio SCSp | $38,413,583.58 | 1.65071% |
| PILI 2 Portfolio SCSp | $5,758,806.23 | 0.24747% |
| PILI 4 Portfolio SCSp | $6,984,287.92 | 0.30013% |
| Permira Investment Capital LP | $1,553,563.75 | 0.06676% |
| Permira Investment Capital II LP | $1,511,607.84 | 0.06496% |
| Permira Investment Capital III LP | $2,130,546.64 | 0.09155% |
| Total: | $2,327,091,488.93 | 100.0000% |
| Co-Lead Investor | Commitment | Percentage of Total Commitments |
| 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. | $282,643,173.91 | 73.8660% |
| 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. | $100,000,000.00 | 26.1340% |
| Total: | $382,643,173.91 | 100% |
2. Miscellaneous.
(A) Except as otherwise provided herein, the Original Agreement shall remain unchanged and in full force and effect.
(B) From and after the date of this Amendment, any reference in the ECL to “hereof”, “herein”, “hereunder”, “hereby” and “this Agreement” shall be deemed a reference to the Original Agreement as amended by this Amendment; provided, however, that any reference to the date of the ECL, the use of the phrase “the date hereof” or “the date of this Agreement” shall in all cases be a reference to May 13, 2024 and not the date of this Amendment.
(C) The provisions contained in Sections 5 through 8, 10, 15 of the Original Agreement, and Section 16 of the ECL (as amended hereby) are incorporated by reference in this Amendment mutatis mutandis.
(D) The Original Agreement, as amended hereby, is hereby ratified and confirmed in all respects. In the event of a conflict between the Original Agreement and this Amendment, the terms of this Amendment shall control.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| SPACESHIP PURCHASER, INC. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: |
Xxxxx Xxxxx | |
| Title: | President and Chief Executive Officer | |
| SPACESHIP PARENT, LP | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: |
Xxxxx Xxxxx | |
| Title: | President and Chief Executive Officer | |
| SPACESHIP HOLDCO, LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: |
Xxxxx Xxxxx | |
| Title: | President and Chief Executive Officer | |
| SPACESHIP INTERMEDIATE 2, INC. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: |
Xxxxx Xxxxx | |
| Title: | President and Chief Executive Officer | |
[Signature page to Amendment to ECL]
| PERMIRA VIII - 1 SCSP | ||
| by its portfolio manager and authorised representative | ||
| PERMIRA PORTFOLIO MANAGEMENT LIMITED | ||
| By: | /s/ Xxxxxx Xxx | |
| Name: |
Xxxxxx Xxx | |
| Title: | Director | |
| PERMIRA VIII - 2 SCSP | ||
| by its portfolio manager and authorised representative | ||
| PERMIRA PORTFOLIO MANAGEMENT LIMITED | ||
| By: | /s/ Xxxxxx Xxx | |
| Name: |
Xxxxxx Xxx | |
| Title: | Director | |
| PERMIRA VIII AIV LP1 L.P. | ||
| by its portfolio manager and authorised representative | ||
| PERMIRA PORTFOLIO MANAGEMENT LIMITED | ||
| By: | /s/ Xxxxxx Xxx | |
| Name: |
Xxxxxx Xxx | |
| Title: | Director | |
[Signature page to Amendment to ECL]
| PERMIRA VIII AIV LP2 L.P. | ||
| by its portfolio manager and authorised representative | ||
| PERMIRA PORTFOLIO MANAGEMENT LIMITED | ||
| By: | /s/ Xxxxxx Xxx | |
| Name: |
Xxxxxx Xxx | |
| Title: | Director | |
| PERMIRA VIII CIS SCSP | ||
| by its portfolio manager and authorised representative | ||
| PERMIRA PORTFOLIO MANAGEMENT LIMITED | ||
| By: | /s/ Xxxxxx Xxx | |
| Name: |
Xxxxxx Xxx | |
| Title: | Director | |
| PERMIRA VIII CIS 2 SCSP | ||
| by its general partner | ||
| PERMIRA VIII GP S.A. R.L | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: |
Xxxxxx Xxxxxx | |
| Title: | Manager | |
| PILI 1 PORTFOLIO SCSP | ||
| by its general partner | ||
| PILI 1 PORTFOLIO GP S.A. R.L | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: |
Xxxxxx Xxxxxx | |
| Title: | Manager | |
[Signature page to Amendment to ECL]
| PILI 2 PORTFOLIO SCSP | ||
| by its general partner | ||
| PILI 2 PORTFOLIO GP S.A. R.L | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: |
Xxxxxx Xxxxxx | |
| Title: | Manager | |
| PILI 4 PORTFOLIO SCSP | ||
| by its general partner | ||
| PILI 4 PORTFOLIO GP S.A. R.L | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: |
Xxxxxx Xxxxxx | |
| Title: | Manager | |
| PERMIRA INVESTMENT CAPITAL LP | ||
| by its general partner | ||
| PERMIRA INVESTMENT CAPITAL GP LIMITED | ||
| By: | /s/ Xxxxxx xxx Xxxxxxxxx | |
| Name: |
Xxxxxx xxx Xxxxxxxxx | |
| Title: | Director | |
| PERMIRA INVESTMENT CAPITAL II LP | ||
| by its general partner | ||
| PERMIRA INVESTMENT CAPITAL GP LIMITED | ||
| By: | /s/ Xxxxxx xxx Xxxxxxxxx | |
| Name: |
Xxxxxx xxx Xxxxxxxxx | |
| Title: | Director | |
[Signature page to Amendment to ECL]
| PERMIRA INVESTMENT CAPITAL III LP | ||
| by its general partner | ||
| PERMIRA INVESTMENT CAPITAL GP LIMITED | ||
| By: | /s/ Xxxxxx xxx Xxxxxxxxx | |
| Name: |
Xxxxxx xxx Xxxxxxxxx | |
| Title: | Director | |
[Signature page to Amendment to ECL]
| SQUARESPACE, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: |
Xxxxxxx Xxxxxxxx | |
| Title: | Chief Executive Officer | |
[Signature page to Amendment to ECL]
