AMENDMENT TO INTERIM INVESTORS AGREEMENT
Exhibit 16(d)(viii)
CONFIDENTIAL
Execution Version
AMENDMENT TO INTERIM INVESTORS AGREEMENT
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”), Xxxxxxx Xxxxxxxx (“Xxxxxxxx”), Xxxxxxx Xxxxxxxx 2019 Family Trust (“AC 2019 Family Trust”), Xxxxxxx Xxxxxxxx Revocable Trust (“AC Revocable Trust”), Xxxxxxxx Foundation (the “Foundation” and, together with Xxxxxxxx, XX 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”).
RECITALS
A. The Investors entered into that Interim Investors Agreement, 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 “IIA”.
B. In accordance with Section 3.1 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) The table set forth on Schedule 1 of the IIA is hereby amended and restated in its entirety as set forth below:
| Investor | Commitment Amount | Funding Percentage |
| Spaceship Intermediate 1, LP | $2,327,091,488.93 | 100% |
| Investor | Equity Commitment | Rollover Commitment |
Percentage of Total Commitments |
| Spaceship Intermediate 1, LP | $2,327,091,488.93 | - | 50.21% |
| Xxxxxxx Xxxxxxxx 2019 Family Trust | - | $51,456,382.26 | 1.11% |
| Xxxxxxx Xxxxxxxx Revocable Trust | - | $1,374,883,947.95 | 29.66% |
| Xxxxxxxx Foundation | - | $89,470,075.92 | 1.93% |
| General Atlantic (SQRS II), L.P. | - | $383,691,919.03 | 8.28% |
| 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 | $25,723,324.00 | 2.71% |
| 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 | - | 6.10% |
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 IIA 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 IIA, 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 Article 3 of the Original Agreement 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 INTERMEDIATE 1, LP | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Chief Executive Officer and President | |
| SPACESHIP HOLDINGS GP 2, LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Chief Executive Officer and President | |
| SPACESHIP HOLDINGS MLP 1, LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Chief Executive Officer and President | |
[Signature page to Amendment to IIA]
| XXXXXXX XXXXXXXX | |
| /s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx |
| XXXXXXX XXXXXXXX 2019 FAMILY TRUST | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxx | |
| Title: | Trustee | |
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx | |
| Title: | Trustee |
| XXXXXXX XXXXXXXX REVOCABLE TRUST | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxx | |
| Title: | Trustee | |
| XXXXXXXX FOUNDATION | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxx | |
| Title: | President | |
[Signature page to Amendment to IIA]
| 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. | |
| By: Accel Leaders 4 Associates L.P., its general partner | |
| By: Accel Leaders 4 GP Associates L.L.C., its general partner |
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Attorney in Fact |
| 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. | |
| By: Accel Leaders 3 Associates L.P., its general partner | |
| By: Accel Leaders 3 GP Associates L.L.C., its general partner |
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Attorney in Fact |
[Signature page to Amendment to IIA]
| GENERAL ATLANTIC (SQRS II), L.P. | |
| By: General Atlantic (SPV) GP, LLC, its general partner | |
| By: General Atlantic, L.P., its sole member |
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Managing Director |
[Signature page to Amendment to IIA]
