Exhibit 10.5


 


Squarespace, Inc.


 


Restricted Stock Unit Grant
Notice

(2021 Equity Incentive Plan)


 


Squarespace, Inc. (the “Company”),
pursuant to its 2021 Equity Incentive Plan (the “Plan”),
hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restricted
Stock Units”) set forth below (the “Award”).
The Award is subject to all of the terms and conditions as set forth in this notice of grant (this “Restricted
Stock Unit Grant Notice”), and in the Plan and the Restricted Stock Unit Award Agreement (the “Award
Agreement”), both of which are attached hereto and incorporated herein in their entirety. Capitalized terms
not explicitly defined herein shall have the meanings set forth in the Plan or the Award Agreement. In the event of any conflict
between the terms in this Restricted Stock Unit Grant Notice or the Award Agreement and the Plan, the terms of the Plan shall control.


 


	Participant: 	 	 
	Date of Grant: 	 	 
	Vesting Commencement Date:	 	 
	Number of Restricted Stock Units: 	 	 


 


	Vesting Schedule:	
        [                    ]

	 	 
	Issuance Schedule:	
        Subject to any Capitalization
Adjustment, one share of Common Stock (or its cash equivalent, at the discretion of the Company) will be issued for each Restricted
Stock Unit that vests at the time set forth in Section 6 of the Award Agreement.



 


Additional Terms/Acknowledgements: Participant
acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice, the Award Agreement and the Plan.
Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Award Agreement and
the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of the Common Stock pursuant
to the Award specified above and supersede all prior oral and written agreements on the terms of this Award, with the exception,
if applicable, of (i) the written employment agreement, offer letter or other written agreement entered into between the Company
and Participant specifying the terms that should govern this specific Award and (ii) any compensation recovery policy that is adopted
by the Company or is otherwise required by applicable law.


 


By accepting this Award, Participant acknowledges
having received and read the Restricted Stock Unit Grant Notice, the Award Agreement and the Plan and agrees to all of the terms
and conditions set forth in these documents. Participant consents to receive the Plan and other related documents by electronic
delivery and to participate in the Plan through an on-line or electronic system maintained by the Company or a third-party designated
by the Company.


 





	Squarespace, Inc.	 	Participant
	 	 	 	 
	By:	 	 	 
	 	Signature	 	Signature



 


	Title:	 	 	Date:	 
	 	 	 	 	 
	Date:	 	 	 	 




     


     


    


		Attachments:	Award Agreement and 2021 Equity Incentive Plan







     


     


    

 


Attachment I


 


Squarespace, Inc.


 


2021 Equity Incentive Plan

Restricted Stock Unit Award Agreement


 


Pursuant to the Restricted
Stock Unit Grant Notice (the “Grant Notice”)
and this Restricted Stock Unit Award Agreement (the “Agreement”),
Squarespace, Inc. (the “Company”) has
awarded you (“Participant”) a Restricted
Stock Unit Award (the “Award”) pursuant
to the Company’s 2021 Equity Incentive Plan (as amended from time to time, the “Plan”)
for the number of Restricted Stock Units indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement
or the Grant Notice shall have the same meanings given to them in the Plan. The terms of your Award, in addition to those set forth
in the Grant Notice, are as follows.


 


1.           
Grant of the Award. This Award represents the right to be issued on a
future date one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject
to any adjustment under Section 3 below) as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to
a bookkeeping account maintained by the Company for your benefit (the “Account”)
the number of shares of Common Stock subject to the Award. Notwithstanding the foregoing, the Company reserves the right to issue
you the cash equivalent of Common Stock, in part or in full satisfaction of the delivery of Common Stock in connection with the
vesting of the Restricted Stock Units, and, to the extent applicable, references in this Agreement and the Grant Notice to Common
Stock issuable in connection with your Restricted Stock Units will include the potential issuance of its cash equivalent pursuant
to such right. This Award was granted in consideration of your services to the Company.


 


2.           
Vesting. Subject to the limitations contained herein, your Award will
vest, if at all, in accordance with the vesting schedule provided in the Grant Notice. Vesting will cease upon the termination
of your Continuous Service and the Restricted Stock Units credited to the Account that were not vested on the date of such termination
will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such Award or the shares
of Common Stock to be issued in respect of such portion of the Award.


 


3.           
Number of Shares. The number of Restricted Stock Units subject to your
Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Stock
Units, shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, shall be subject, in
a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of
delivery as applicable to the other Restricted Stock Units and shares covered by your Award. Notwithstanding the provisions of
this Section 3, no fractional shares or rights for fractional shares of Common Stock shall be created pursuant to this Section
3. Any fraction of a share will be rounded down to the nearest whole share.


 


4.           
Securities Law Compliance. You may not be issued any Common Stock under
your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities
Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities
Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall not receive such
Common Stock if the Company determines that such receipt would not be in material compliance with such laws and regulations.



     


     


    


5.          
Transfer Restrictions. Prior to the time that shares of Common Stock have
been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect
of your Award. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for
a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted
Stock Units. Notwithstanding the foregoing, your Award is transferable by will and by the laws of descent and distribution. At
your death, vesting of your Award will cease and your executor or administrator of your estate shall be entitled to receive, on
behalf of your estate, any Common Stock or other consideration that vested but was not issued before your death.


 


6.           
Date of Issuance.


 


(a)          
The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulation Section
1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation
set forth in Section 11 of this Agreement, in the event one or more Restricted Stock Units vests, the Company shall issue to you
one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment
under Section 3 above, and subject to any different provisions in the Grant Notice). Each issuance date determined by this paragraph
is referred to as an “Original
Issuance Date”.


 


(b)          
If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following
business day. In addition, if:


 


(i)           
the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined
by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date
when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but
not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange
Act and was entered into in compliance with the Company’s policies (a “10b5-1
Arrangement”)), and


 


(ii)          
either (1) a Withholding Obligation does not apply, or (2) the Company decides, prior to the Original Issuance Date,
(A) not to satisfy the Withholding Obligation by withholding shares of Common Stock from the shares otherwise due, on the Original
Issuance Date, to you under this Award, and (B) not to permit you to enter into a “same day sale” commitment with a
broker-dealer pursuant to Section 11 of this Agreement (including but not limited to a commitment under a 10b5-1 Arrangement) and
(C) not to permit you to pay your Withholding Obligation in cash,


 


then the shares
that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will
instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock
in the open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs
(that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in
a manner that complies with Treasury Regulation Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third
calendar month of the applicable year following the year in which the shares of Common Stock under this Award are no longer subject
to a “substantial risk of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d).



     


     


    


(c)          
The form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined
by the Company.


 


7.           
Dividends. You shall receive no benefit or adjustment to your Award with
respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment; provided,
however, that this sentence will not apply with respect to any shares of Common Stock that are delivered to you in connection with
your Award after such shares have been delivered to you.


 


8.           
Restrictive Legends. The shares of Common Stock issued in respect of your
Award shall be endorsed with appropriate legends as determined by the Company.


 


9.           
Execution of Documents. You hereby acknowledge and agree that the manner
selected by the Company by which you indicate your consent to your Grant Notice is also deemed to be your execution of your Grant
Notice and of this Agreement. You further agree that such manner of indicating consent may be relied upon as your signature for
establishing your execution of any documents to be executed in the future in connection with your Award.


 


10.         
Award Not a Service Contract.


 


(a)          
Nothing in this Agreement (including, but not limited to, the vesting of your Award or the issuance of the shares in
respect of your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or
the Plan shall: (i) confer upon you any right to continue in the employ or service of, or affiliation with, the Company or an Affiliate;
(ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future
work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit
under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan;
or (iv) deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you
may have.


 


(b)          
By accepting this Award, you acknowledge and agree that the right to continue vesting in the Award pursuant to the vesting
schedule provided in the Grant Notice may not be earned unless (in addition to any other conditions described in the Grant Notice
and this Agreement) you continue as an employee, director or consultant at the will of the Company and affiliate, as applicable
(not through the act of being hired, being granted this Award or any other award or benefit) and that the Company has the right
to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to
time, as it deems appropriate (a “reorganization”).
You acknowledge and agree that such a reorganization could result in the termination of your Continuous Service, or the termination
of Affiliate status of your employer and the loss of benefits available to you under this Agreement, including but not limited
to, the termination of the right to continue vesting in the Award. You further acknowledge and agree that this Agreement, the Plan,
the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing
that may be found implicit in any of them do not constitute an express or implied promise of continued engagement as an employee
or consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any way with the Company’s
right to terminate your Continuous Service at any time, with or without your cause or notice, or to conduct a reorganization.



     


     


    


11.         
Withholding Obligation.


 


(a)         
 The Company may, in its sole discretion, satisfy any federal, state, local or foreign tax withholding obligation relating
to this Award by any of the following means or by a combination of such means (the “Withholding Obligation”):
(i) causing you to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise
issuable to you in connection with the Award; provided, that the number of shares of Common Stock which may be so withheld or surrendered
shall be limited to the number of shares of Common Stock which have a Fair Market Value on the date of withholding in such amount
that will not cause adverse accounting consequences for the Company and its Affiliates and is permitted under applicable withholding
rules promulgated by the Internal Revenue Service or another governmental entity; (iii) withholding cash from an Award settled
in cash; (iv) withholding payment from any amounts otherwise payable to you; and/or (v) permitting or requiring you to enter into
a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory
Authority (a “FINRA Dealer”),
pursuant to this authorization and without further consent, whereby you irrevocably elect to sell a portion of the shares to be
delivered in connection with your Restricted Stock Units to satisfy the Withholding Obligation and whereby the FINRA Dealer irrevocably
commits to forward the proceeds necessary to satisfy the Withholding Obligation directly to the Company and/or its Affiliates.
Unless the Withholding Obligation is satisfied, the Company shall have no obligation to deliver to you any Common Stock or any
other consideration pursuant to this Award.


 


(b)         
In the event the Withholding Obligation arises prior to the delivery to you of Common Stock or it is determined after
the delivery of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company,
you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.


 


12.         
Tax Consequences. The Company has no duty or obligation to minimize the
tax consequences to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection
with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax
consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily
declined to do so. You understand that you (and not the Company) shall be responsible for your own tax liability that may arise
as a result of this investment or the transactions contemplated by this Agreement.


 


13.         
Unsecured Obligation. Your Award is unfunded, and as a holder of a vested
Award, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to
issue shares or other property pursuant to this Agreement. You shall not have voting or any other rights as a stockholder of the
Company with respect to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section
6 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing
contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of
any kind or a fiduciary relationship between you and the Company or any other person.



     


     


    


14.         
Notice. All notices, requests, demands,
claims and other communications with respect to this Award shall be in writing (including electronically) and shall be deemed given
if delivered by certified or registered mail (first class postage prepaid), guaranteed overnight delivery or email transmission,
to the following address (or to such other addresses which the Company shall designate in writing to you from time to time):


 


Squarespace,
Inc.


225 Varick
Street, 12th Floor


New York,
NY 10014


Attention:
Legal Department


Email: legal@squarespace.com


 


15.         
Headings. The headings of the Sections in this Agreement are inserted
for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement.


 


16.         
Miscellaneous.


 


(a)          
The rights and obligations of the Company under your Award shall be transferable by the Company to any one or more persons
or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Company’s
successors and assigns.


 


(b)          
You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination
of the Company to carry out the purposes or intent of your Award.


 


(c)          
You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice
of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.


 


(d)         
This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.


 


(e)          
All obligations of the Company under the Plan and this Agreement shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.


 


17.         
Governing Plan Document. Your Award is subject to all the provisions of
the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments,
rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Your Award (and any compensation
paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and
Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation
recovery policy otherwise required by applicable law, in each case whether implemented before, on or after the Date of Grant. No
recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment
upon a resignation for “good reason,” or for a “constructive termination” or any similar term under any
plan of or agreement with the Company.


 


18.         
Effect on Other Employee Benefit Plans. The value of the Award subject
to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits
under any employee benefit plan (other than the Plan) sponsored by the Company or any Affiliate except as such plan otherwise expressly
provides. The Company expressly reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of
the Company or any Affiliate.



     


     


    


19.         
Severability. If all or any part of this Agreement or the Plan is declared
by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion
of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section)
so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such
Section or part of a Section to the fullest extent possible while remaining lawful and valid.


 


20.         
Other Documents. You hereby acknowledge receipt of and the right to receive
a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act. In addition, you acknowledge
receipt of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods
and the Company’s insider trading policy, in effect from time to time.


 


21.         
Amendment. This Agreement may not be modified, amended or terminated except
by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing,
this Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Agreement, so
long as a copy of such amendment is delivered to you, and provided that, except as otherwise expressly provided in the Plan, no
such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting
the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it
may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations
or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating
to that portion of the Award which is then subject to restrictions as provided herein.


 


22.         
Compliance with Section 409A of the Code. This Award is intended to be
exempt from the application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term
deferral” rule set forth in Treasury Regulation Section 1.409A- 1(b)(4) and any ambiguities herein shall be interpreted accordingly.
Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral
rule and is otherwise not exempt from, and determined to be deferred compensation subject to Section 409A of the Code, this Award
shall comply with Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall
be interpreted accordingly. If it is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified
Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of
your “Separation from Service” (as defined in Section 409A), then the issuance of any shares that would otherwise be
made upon the date of your Separation from Service or within the first six (6) months thereafter will not be made on the originally
scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the
Separation from Service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance
schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of adverse
taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute
a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).



     


     


    


* * * * *


 


This Restricted Stock
Unit Award Agreement shall be deemed to be signed by the Company and the Participant upon the signing by the Participant of the
Restricted Stock Unit Grant Notice to which it is attached.




     


     


    

ADDENDUM FOR NON-U.S. PARTICIPANTS


 


Terms and Conditions


 


This Addendum includes additional terms
and conditions that govern the grant of your Award if you work in one of the countries listed below. If you are a citizen or resident
of a country (or are considered as such for local law purposes) other than the one in which you are currently working, or if you
relocate to another country after receiving the grant of the Award, the Company will, in its discretion, determine the extent to
which the terms and conditions contained herein will be applicable to you.


 


Certain capitalized terms used but not
defined in this Addendum shall have the meanings given to such terms in the Plan and/or the Agreement to which this Addendum is
attached.


 


Ireland


 


On each vesting date, and on or before
the time you receive the shares of Common Stock in respect of your Award, and at any other time as reasonably requested by the
Company or its Affiliate in accordance with applicable Irish tax laws, you hereby authorize any required withholding from your
remuneration from the Company or its Affiliate for any sums required to satisfy the Irish income tax and social security and social
charge withholding obligations of the Company or any Affiliate that arise in connection with your Award. Further, the Company or
its Affiliates may, at their discretion, withhold from your Award that number of shares of Common Stock the fair market value of
which is equal to the amount of withholding due as determined under Irish tax law.


 


Poland


 


On each vesting date, and on or before
the time you receive the shares of Common Stock in respect of your Award, and at any other time as reasonably requested by the
Company or its Affiliate in accordance with applicable Polish laws, you hereby authorize any required withholding from your remuneration
from the Company or its Affiliate for any sums required to satisfy the Polish personal income tax and social security withholding
obligations of the Company or any Affiliate that arise in connection with your Award. Further, the Company or its Affiliates may,
at their discretion, withhold from your Award that number of shares of Common Stock the fair market value of which is equal to
the amount of withholding due as determined under Polish law.