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Exhibit (d)(5)

CONFIDENTIAL
Execution Version

SECOND AMENDMENT TO EQUITY COMMITMENT LETTER
 
This SECOND AMENDMENT TO EQUITY COMMITMENT LETTER (this “Amendment”) is entered into as of September 9, 2024 by and among 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., 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., Spaceship Purchaser, Inc., Spaceship Parent, LP, Spaceship HoldCo, LLC, Spaceship Intermediate 2, Inc. (the foregoing collectively being the “ECL Parties”), Squarespace, 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.
 
RECITALS
 
A.
The ECL Parties entered into that certain Equity Commitment Letter, dated as of May 13, 2024, as amended by that certain First Amendment to Equity Commitment Letter, dated as of August 28, 2024 (as amended, the “Prior Agreement”).  All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Prior Agreement.  The Prior Agreement, as amended by this Amendment, is referred to as the “ECL”.
 
B.
In accordance with Section 4 of the Prior Agreement, the parties hereto desire to amend certain terms of the Prior 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 A to the Prior Agreement is hereby deleted and replaced in its entirety as set forth below:
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.
  
$
300,000,000.00
  
72.6066
%
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.
  
$
113,185,502.26
  
27.3934
%
Total:
  
$
413,185,502.26
  
100.0000
%

Co-Lead Investor
  
Commitment
  
Percentage of Total Commitments
Permira VIII - 1 SCSp
  
$
1,797,368,719.54
  
74.08775
%
Permira VIII - 2 SCSp
  
$
332,403,479.03
  
13.70171
%
Permira VIII AIV LP1 L.P.
  
$
63,990,312.40
  
2.63769
%
Permira VIII AIV LP2 L.P.
  
$
120,138,835.37
  
4.95214
%
Permira VIII CIS SCSp
  
$
53,292,859.26
  
2.19674
%
Permira VIII CIS 2 SCSp
  
$
58,249.13
  
0.00240
%
PILI 1 Portfolio SCSp
  
$
40,046,278.46
  
1.65071
%
PILI 2 Portfolio SCSp
  
$
6,003,573.12
  
0.24747
%
PILI 4 Portfolio SCSp
  
$
7,281,141.54
  
0.30013
%
Permira Investment Capital LP
  
$
1,619,594.96
  
0.06676
%
Permira Investment Capital II LP
  
$
1,575,855.80
  
0.06496
%
Permira Investment Capital III LP
  
$
2,221,101.40
  
0.09155
%
Total:
  
$
2,426,000,000.00
  
100.0000
%
 
2.
Miscellaneous.
 
(A)
Except as otherwise provided herein, the Prior 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 Prior 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 and 16 of the Prior Agreement are incorporated by reference in this Amendment mutatis mutandis.
 
(D)
The Prior Agreement, as amended hereby, is hereby ratified and confirmed in all respects. In the event of a conflict between the Prior Agreement and this Amendment, the terms of this Amendment shall control.
 
[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
 
 
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/ Ryan Connor
 
Name:
Ryan Connor
 
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/ Ryan Connor
 
Name:
Ryan Connor
 
Title:
Attorney in Fact

[Signature page to Second Amendment to ECL (Accel)]

 
SPACESHIP PURCHASER, INC.
     
 
By:
/s/ Peter Flynn
 
Name:
Peter Flynn
 
Title:
President and Chief Executive Officer
     
 
SPACESHIP PARENT, LP
     
 
By:
/s/ Peter Flynn
 
Name:
Peter Flynn
 
Title:
President and Chief Executive Officer
     
 
SPACESHIP HOLDCO, LLC
     
 
By:
/s/ Peter Flynn
 
Name:
Peter Flynn
 
Title:
President and Chief Executive Officer
     
 
SPACESHIP INTERMEDIATE 2, INC.
     
 
By:
/s/ Peter Flynn
 
Name:
Peter Flynn
 
Title:
President and Chief Executive Officer

[Signature page to Second Amendment to ECL (Accel)]

 
PERMIRA VIII - 1 SCSP
     
 
by its portfolio manager and authorised representative
 
PERMIRA PORTFOLIO MANAGEMENT LIMITED
     
 
By:
 /s/ Thomas Amy
 
Name:
Thomas Amy
 
Title:
Director
     
     
 
PERMIRA VIII - 2 SCSP
     
 
by its portfolio manager and authorised representative
 
PERMIRA PORTFOLIO MANAGEMENT LIMITED
     
 
By:
/s/ Thomas Amy
 
Name:
Thomas Amy
 
Title:
Director
     
 
PERMIRA VIII AIV LP1 L.P.
     
 
by its portfolio manager and authorised representative
 
PERMIRA PORTFOLIO MANAGEMENT LIMITED
     
 
By:
/s/ Thomas Amy
 
Name:
Thomas Amy
 
Title:
Director
     

[Signature page to Second Amendment to ECL (Accel)]
 
PERMIRA VIII AIV LP2 L.P.
     
 
by its portfolio manager and authorised representative
 
PERMIRA PORTFOLIO MANAGEMENT LIMITED
     
 
By:
/s/ Thomas Amy
 
Name:
Thomas Amy
 
Title:
Director
     
 
PERMIRA VIII CIS SCSP
     
 
by its portfolio manager and authorised representative
 
PERMIRA PORTFOLIO MANAGEMENT LIMITED
     
 
By:
/s/ Thomas Amy
 
Name:
Thomas Amy
 
Title:
Director
     
 
PERMIRA VIII CIS 2 SCSP
     
 
by its general partner
 
PERMIRA VIII GP S.À R.L.
     
 
By:
 /s/ Cédric Pedoni
 
Name:
Cédric Pedoni
 
Title:
Manager
     
     
 
PILI 1 PORTFOLIO SCSP
     
 
by its general partner
 
PILI 1 PORTFOLIO GP S.À R.L.
     
 
By:
/s/ Cédric Pedoni
 
Name:
Cédric Pedoni
 
Title:
Manager

[Signature page to Second Amendment to ECL (Accel)]
 
PILI 2 PORTFOLIO SCSP
     
 
by its general partner
 
PILI 2 PORTFOLIO GP S.À R.L.
     
 
By:
/s/ Cédric Pedoni
 
Name:
Cédric Pedoni
 
Title:
Manager
     
 
PILI 4 PORTFOLIO SCSP
     
 
by its general partner
 
PILI 4 PORTFOLIO GP S.À R.L.
     
 
By:
/s/ Cédric Pedoni
 
Name:
Cédric Pedoni
 
Title:
Manager
     
 
PERMIRA INVESTMENT CAPITAL LP
     
 
by its general partner
 
PERMIRA INVESTMENT CAPITAL GP LIMITED
     
 
By:
 /s/ Wikus van Schalkwyk
 
Name:
Wikus van Schalkwyk
 
Title:
Director
     
 
PERMIRA INVESTMENT CAPITAL II LP
     
 
by its general partner
 
PERMIRA INVESTMENT CAPITAL GP LIMITED
     
 
By:
 /s/ Wikus van Schalkwyk
 
Name:
Wikus van Schalkwyk
 
Title:
Director

[Signature page to Second Amendment to ECL (Accel)]
 
PERMIRA INVESTMENT CAPITAL III LP
     
 
by its general partner
 
PERMIRA INVESTMENT CAPITAL GP LIMITED
     
 
By:
 /s/ Wikus van Schalkwyk
 
Name:
Wikus van Schalkwyk
 
Title:
Director

[Signature page to Second Amendment to ECL (Accel)]

 
SQUARESPACE, INC.
     
 
By:
 /s/ Anthony Casalena
 
Name:
Anthony Casalena
 
Title:
Chief Executive Officer

[Signature page to Second Amendment to ECL (Accel)]