Exhibit 10.12


 


Squarespace, Inc.


 


AMENDED AND RESTATED 2008 EQUITY INCENTIVE PLAN


 


1.            PURPOSE.
The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company, and its Affiliates, by offering them an opportunity to participate in the Company’s
future performance through awards of Options and Restricted Stock. Capitalized terms not defined in the text are defined in Section ‎26
hereof.


 


2.            SHARES
SUBJECT TO THE PLAN.


 


2.1            Number
of Shares Available. Subject to Sections ‎2.2 and ‎17
hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 22,178,000 Shares. The
Shares issued under the Plan may, as determined by the Committee in its sole discretion from time to time, be authorized but unissued
Shares, reacquired Shares or both. Subject to Sections ‎2.2 and ‎17
hereof, Shares subject to Awards previously granted will again be available for grant and issuance in connection with future Awards under
this Plan to the extent: (i) an Option is terminated, in whole or in part, for any reason other than due to exercise of such Option;
(ii) Shares subject to such Award are forfeited or repurchased by the Company; or (iii) an Award otherwise terminates without
Shares being issued. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy
the requirements of all Awards granted and outstanding under this Plan.


 


2.2            Adjustment
of Shares. In the event that the Company effects any stock dividend, recapitalization, stock split, reverse stock split, subdivision,
spin-off, combination or reclassification of the Common Stock or similar change in the capital structure of the Company without material
consideration, then (i) the number of Shares (or the type of securities) reserved for grant or issuance under this Plan and (ii) the
terms and conditions of any outstanding Awards will be proportionately or otherwise equitably adjusted as the Board shall determine in
its absolute discretion; provided that any such adjustment shall be subject to compliance with all applicable federal, state or foreign
laws; and provided, further, that the Exercise Price of any Option may not be decreased to below the par value of the Shares.


 


2.3            Fractional
Shares. No fractional share shall be issued under this Plan and the person exercising any Award shall receive from the Company cash
in lieu of any such fractional share equal to the Fair Market Value thereof.


 


3.            ELIGIBILITY.
ISOs (as defined in Section ‎5 hereof) may be granted only to employees (including officers
and directors who are also employees) of the Company or of any Affiliate. The term “employees” means those individuals classified
by the Company or an Affiliate as a common law employee, whether or not such classification is ultimately determined to be correct as
a matter of law. NQSOs (as defined in Section ‎5 hereof) and Restricted Stock Awards may
be granted to employees, officers, directors and consultants of the Company or any Affiliate; provided that such consultants render bona
fide services not in connection with the offer and sale of securities in a capital-raising transaction. A person may be granted more than
one Award under this Plan.


 






     


     


    

 


4.            ADMINISTRATION.


 


4.1            Committee
Authority. This Plan will be administered by the Committee or the Board if no Committee is created by the Board. Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry
out this Plan. Without limitation, the Committee will have the authority to:


 


(a)            construe
and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;


 


(b)            prescribe,
amend and rescind rules and regulations relating to this Plan;


 


(c)            approve
persons to receive Awards;


 


(d)            determine
the form and terms of Awards;


 


(e)            determine
the number of Shares or other consideration subject to Awards;


 


(f)             determine
whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under
this Plan or awards under any other incentive or compensation plan of the Company or any Affiliate;


 


(g)            grant
waivers of any conditions of this Plan or any Award;


 


(h)            determine
the terms of vesting, exercisability and payment of Awards;


 


(i)             accelerate
the vesting of outstanding Awards, whether in connection with a Corporate Transaction or otherwise;


 


(j)             correct
any defect, supply any omission, or reconcile any inconsistency in this Plan, any Award, any Award Agreement, any Exercise Agreement or
any Restricted Stock Purchase Agreement;


 


(k)            determine
whether an Award has been earned;


 


(l)             make
all other determinations necessary or advisable for the administration of this Plan; and


 


(m)           extend
the vesting period beyond a Participant’s Termination Date.


 


4.2            Committee
Discretion. Unless in contravention of any express terms of this Plan or an Award, any determination made by the Committee (or its
delegate) with respect to any Award will be made in its sole discretion either (i) at the time of grant of the Award, or (ii) subject
to Section ‎5.10 hereof, at any later time. Any such determination will be final and binding
on the Company and on all persons having an interest in any Award under this Plan. The Committee may adopt a resolution delegating to
one or more officers of the Company the authority to do either or both of the following: (1) approve officers or employees of the
Company or its subsidiaries to receive Awards and (2) designate the number of Shares subject to such Awards; provided, however, the
Committee resolution must specify the maximum number of Shares subject to such Awards and prohibit any authorized officer from approving
himself or herself for an Award. In the event the Shares of the Company become publicly traded, the Board or Committee shall appoint a
sub-Committee that complies with and that will approve all grants to Participants subject to any applicable requirements of Section 16
of the Exchange Act and Section 162(m) of the Code and the applicable regulations thereunder.


 






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4.3            Participation
in Foreign Countries. The Committee may, in its sole discretion, grant Awards under the Plan with such additional or different terms
or adopt any subplans necessary or desirable to comply with the provisions of any applicable laws of a foreign country in which the Company
or its Affiliates operate or where eligible persons reside or provide services in order to preserve the benefits and meet the objectives
of the Plan.


 


4.4            Indemnification
of Board and Committee. No member of the Board or the Committee, nor any officer or employee of the Company acting on behalf of the
Board or the Committee, shall be personally liable for action, determination, or interpretation taken or made in good faith with respect
to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company acting on their behalf
shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination
or interpretation. This obligation shall survive any termination of this Plan.


 


5.            OPTIONS.
The Committee may grant Options to eligible persons described in Section ‎3 hereof and will
determine whether such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”) or Nonqualified
Stock Options (“NQSOs”), the number of Shares subject to the Option, the Exercise Price of the Option, the period
during which the Option may be exercised, and all other terms and conditions of the Option which the Committee deems appropriate, subject
to the following:


 


5.1            Form of
Option Grant. Each Option granted under this Plan will be evidenced by an Award Agreement which will expressly identify the Option
as an ISO or an NQSO (“Stock Option Agreement”), and will be in such form and contain such provisions (which
need not be the same for each Participant) as the Committee may from time to time approve, and which will, in any event, comply with and
be subject to the terms and conditions of this Plan.


 


5.2            Date
of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless
a later date is otherwise specified by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the Participant
within a reasonable time after the granting of the Option.


 


5.3            Exercise
Period. Unless otherwise stated in the Stock Option Agreement, only vested options shall be exercisable; provided, however, that no
Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that
no ISO granted to a person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company or of any Affiliate (“Ten Percent Stockholder”) will be exercisable after the expiration
of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time
or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines. Unless
otherwise provided in the Stock Option Agreement, a partial exercise of an Option shall not affect a Participants rights to otherwise
exercise the Option with respect to any remaining Shares subject to the Option.


 






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5.4            Exercise
Price. The Exercise Price of any Option will be determined by the Committee when the Option is granted; provided that (i) the
Exercise Price of an ISO will not be less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant
and (ii) the Exercise Price of any Option granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%)
of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased must be made in accordance with Section ‎7
hereof.


 


5.5            Method
of Exercise. Options may be exercised only by delivery to the Company of a written stock option exercise agreement (the “Exercise
Agreement”) in a form approved by the Committee (which need not be the same for each Participant). The Exercise Agreement
will state (i) the number of Shares being purchased, (ii) the restrictions imposed on the Shares purchased under such Exercise
Agreement, if any, and (iii) such representations and agreements regarding Participant’s investment intent and access to information
and other matters, if any, as may be required or desirable by the Company to comply with applicable laws. Participant shall execute and
deliver to the Company the Exercise Agreement together with payment in full of the Exercise Price, and any applicable taxes, for the number
of Shares being purchased.


 


5.6            Termination.
Subject to (i) earlier termination pursuant to the terms of the Plan and (ii) the specific provisions of a Participant’s
Stock Option Agreement, exercise of an Option will always be subject to the following:


 


(a)            If
the Participant is Terminated for any reason other than death, Disability or for Cause, then the Participant may exercise such Participant’s
Options only to the extent of the whole number of vested Shares on his or her Termination Date (or such other date determined by the Committee)
and such Options must be exercised by the Participant, if at all, as to all or part of the vested Shares within three (3) months
after the Termination Date. Notwithstanding any contrary provision in the Plan or a Stock Option Agreement, no Option may be exercised
after the Option’s expiration date and any Options exercised later than three (3) months after a Participant is Terminated
other than for death or Disability shall be deemed to be an NQSO.


 


(b)            If
the Participant is Terminated because of Participant’s death or Disability (or the Participant dies within three (3) months
after a Termination other than for Cause), then such Participant’s Options may be exercised only to the extent of the whole number
of vested Shares as of the Termination Date (or such other date determined by the Committee) and such Options must be exercised by the
Participant (or his or her legal representative or authorized assignee), if at all, as to all or part of the vested Shares within twelve
(12) months after the Termination Date. Notwithstanding any contrary provision in the Plan or a Stock Option Agreement, no Option may
be exercised after the Option’s expiration date and if a Participant is Terminated because of death or Disability, any Option exercised
later than twelve (12) months after the Participant’s Termination Date shall be deemed to be an NQSO.


 






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(c)            If
the Participant is Terminated for Cause, then Participant’s Options shall expire on such Participant’s Termination Date, or
at such later time and on such conditions as are determined by the Committee.


 


5.7            Limitations
on Exercise. Unless otherwise stated in the Stock Option Agreement, the minimum number of Shares that may be purchased on any exercise
of an Option shall be twenty (20) Shares, provided that such minimum number will not prevent Participant from exercising the Option for
the full number of Shares for which it is then exercisable.


 


5.8            Limitations
on ISOs. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are exercisable
for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company
or any Affiliate) will not exceed One Hundred Thousand Dollars ($100,000). If the Fair Market Value of Shares on the date of grant with
respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds One Hundred Thousand Dollars
($100,000), then the Options for the first One Hundred Thousand Dollars ($100,000) worth of Shares to become exercisable in such calendar
year will be ISOs and the Options for the amount in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in that
calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date
(as defined in Section ‎22 hereof) to provide for a different limit on the Fair Market Value
of Shares permitted to be subject to ISOs, then such different limit will be automatically incorporated herein and will apply to any Options
granted after the effective date of such amendment.


 


5.9            Notice of Disqualifying Disposition of ISO
Shares. If an Option is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on
or before the later of (i) the date two (2) years after the date of grant, and (ii) the date one (1) year after transfer
of such Shares to Participant upon exercise of the Option, Participant shall immediately notify the Company in writing of such disposition.
Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant from the early
disposition by payment in cash or out of the current wages or other compensation payable to Participant.


 


5.10          Modification,
Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution
therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s
rights under any Option previously granted, provided, however, that the Committee may modify any Option without the written consent of
the Participant if such modification is required to make Section 409A of the Code inapplicable to such Option or, if Section 409A
of the Code is applicable to such Option, to make such Option comply with the provisions of Section 409A of the Code. Any outstanding
ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code.
The Committee may reduce the Exercise Price of outstanding Options without the consent of Participants by a written notice to them; provided,
however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section ‎5.4
hereof as if the Options had been granted on the date the action is taken to reduce the Exercise Price; provided, further, that the Exercise
Price will not be reduced below the par value of the Shares, if any.


 






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5.11          Vesting
Period of Option. Unless otherwise stated in the Stock Option Agreement and provided the Participant continues to provide services
to the Company or to any Affiliate on the applicable vesting date, the Shares issuable upon exercise of any Option will become vested
as follows: 25% of the Shares subject to the Option will vest on the first anniversary of the vesting start date approved by the Board
or, if none, the date of commencement of service for an employee, or date of commencement of service for a consultant or director, as
stated in the Stock Option Agreement (in each case, the “Vesting Start Date”) and thereafter at the end of each
full succeeding quarter after the first anniversary of the Vesting Start Date an additional 6.25% of such Shares will become vested until
the Shares are vested with respect to one hundred percent (100%) of the Shares. If, at any time, application of any vesting percentage
or formula results in a fractional share, such share shall be rounded down to the nearest whole share; provided that at the end of the
last month of vesting for an Option, the Option shall become vested for the full remainder of the Shares.


 


6.            RESTRICTED
STOCK. A Restricted Stock Award is an offer by the Company to sell to an eligible person Shares that are subject to certain specified
restrictions. The Committee will determine to whom an offer will be made, the number of Shares the person may purchase, the Purchase Price,
the restrictions to which the Shares will be subject, and all other terms and conditions of the Restricted Stock Award, subject to the
following:


 


6.1            Form of
Restricted Stock Award. All purchases under a Restricted Stock Award made pursuant to this Plan will be evidenced by an Award Agreement
(“Restricted Stock Purchase Agreement”) that will be in such form (which need not be the same for each Participant)
as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. The Restricted
Stock Award will be accepted by the Participant’s execution and delivery of the Restricted Stock Purchase Agreement and full payment
for the Shares to the Company within thirty (30) days from the date the Restricted Stock Purchase Agreement is delivered to the person.
If such person does not execute and deliver the Restricted Stock Purchase Agreement along with full payment for the Shares to the Company
within such thirty (30) days, then the offer will terminate, unless otherwise determined by the Committee.


 


6.2            Purchase
Price. The Purchase Price of Shares sold pursuant to a Restricted Stock Award will be determined by the Committee on the date the
Restricted Stock Award is granted or at the time the purchase is consummated. Payment of the Purchase Price must be made in accordance
with Section ‎7 hereof.


 


6.3            Restrictions.
Restricted Stock Awards may be subject to the restrictions set forth in Section ‎11 hereof.


 


7.            PAYMENT
FOR SHARE PURCHASES. Payment for Shares purchased pursuant to this Plan may be made:


 


7.1            by
check to the order of the Company;


 






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7.2            by
cancellation of indebtedness of the Company owed to the Participant;


 


7.3            by
surrender of shares of the Company’s Common Stock that: (i) either (A) have been owned by Participant for more than six
(6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by
use of a promissory note, such note has been fully paid with respect to such shares); or (B) were obtained by Participant in the
open public market; and (ii) are clear of all liens, claims, encumbrances or security interests;


 


7.4            by
waiver of compensation due or accrued to the Participant for services rendered;


 


7.5            provided
that a public market for the Company’s stock exists:


 


(a)            through
a “same day sale” commitment from Participant and a broker-dealer that is a member of the National Association of Securities
Dealers (an “NASD Dealer”) whereby Participant irrevocably elects to exercise the Option and to sell a portion of the Shares
so purchased sufficient to pay for the total Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares
to forward the total Exercise Price directly to the Company; or


 


(b)            through
a “margin” commitment from Participant and an NASD Dealer whereby Participant irrevocably elects to exercise the Option and
to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of
the total Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the total Exercise Price
directly to the Company; or


 


7.6            by
any other form of consideration approved by the Committee.


 


8.            WITHHOLDING
TAXES.


 


8.1            Withholding
Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the Participant
to remit to the Company an amount sufficient to satisfy federal, state, local or foreign withholding tax requirements prior to the delivery
of any certificate or certificates for such Shares. Whenever, under this Plan, payments in satisfaction of Awards are to be made in cash
by the Company, such payment will be net of an amount sufficient to satisfy federal, state, local or foreign withholding tax requirements.


 


8.2            Stock
Withholding. When, under applicable tax laws, a Participant incurs tax liability in connection with the exercise or vesting of any
Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee
may in its sole discretion allow the Participant to satisfy the minimum withholding tax obligation by electing to have the Company withhold
from the Shares to be issued that minimum number of Shares having a Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be determined; but in no event will the Company withhold Shares if
such withholding would result in adverse accounting consequences to the Company. All elections by a Participant to have Shares withheld
for this purpose will be made in accordance with the requirements established by the Committee for such elections and be in writing in
a form acceptable to the Committee.


 






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9.            PRIVILEGES
OF STOCK OWNERSHIP. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are
issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of
a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with
respect to such Shares; provided, any new, additional or different securities the Participant may become entitled to receive with respect
to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will
be subject to the same terms, conditions and restrictions as the Shares with respect to which the dividend or distribution is made.


 


10.          TRANSFERABILITY.
Awards granted under this Plan, and any interest therein, will not be transferable or assignable by a Participant other than (a) by
will or by the laws of descent and distribution, or (b) with respect to NQSOs or Restricted Stock, and solely in the discretion of
the Committee, (i) by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon
the death of the trustor (settlor) or (ii) by gift to “family members” as that term is defined in Rule 701 under
the Securities Act, including any trust or entity wherein family members and the Participant own or control more than 50% of beneficial
interests or voting power or a foundation in which such persons control the management of more than 50% of the assets, and no Award may
be made subject to execution, attachment or similar process. During the lifetime of the Participant an Award will be exercisable only
by the Participant or Participant’s legal representative and any elections with respect to an Award may be made only by the Participant
or Participant’s legal representative. Any transfer or assignment permitted by the Committee must comply with applicable law and
conditions established by the Committee. The holder of a transferred or assigned Award under this section shall be bound by the same terms
and conditions that governed the Award in the hands of the Participant; provided, however, that a transferee or assignee cannot further
transfer or assign such Award except by will or the laws of descent or distribution.


 


11.          RIGHT
OF FIRST REFUSAL. Unless otherwise stated in the Award Agreement or the Exercise Agreement, the Company reserves to itself and/or
its assignee(s) a right of first refusal to purchase all Shares that a Participant (or a subsequent transferee or assignee) may propose
to transfer to a third party (the “Right of First Refusal”), provided that such Right of First Refusal terminates
upon the Company’s initial public offering of the Company’s Common Stock pursuant to an effective registration statement filed
under the Securities Act. The procedures for the exercise of the Right of First Refusal shall be set forth in the Exercise Agreement.
In addition, the Company reserves the right to condition the issuance of any Shares issuable pursuant to any Award on the execution and
delivery by the Participant of the Company’s then applicable Right of First Refusal and Co-Sale Agreement (or similar agreement).


 


12.          REPURCHASE
RIGHT. Unless otherwise stated in an Award Agreement, the Company reserves to itself and/or its assignee(s) a right, but
not the obligation, to repurchase any and all Shares acquired by a Participant (or his or her transferee or assignee) under this Plan
(the “Repurchase Right”). In the event the Participant is not Terminated for Cause, the Repurchase Right shall
expire ninety (90) days following Termination of the Participant. Except in the event the Participant is Terminated for Cause or the Shares
would otherwise be forfeited or forfeitable under the Plan or the terms and conditions of any Award Agreement, the repurchase price of
the Shares will be the Fair Market Value of the Shares on the Date the Company exercises its Repurchase Right. If the Participant is Terminated
for Cause, the repurchase price of the Shares shall be the lesser of (i) the Fair Market Value of the Shares on the Date the Company
exercises its Repurchase Right and (ii) the Exercise Price per Share paid by the Participant for such Shares. Closing on the sale
of any Share repurchased under this Section shall, unless otherwise agreed to in writing by the parties, be held at the principal
place of business of the Company thirty (30) days from the date of the last to occur of (i) the date of notice by the Company that
the Repurchase Right is being exercised or (ii) if applicable, the receipt by Company, as applicable, of the determination of the
Fair Market Value of the Shares (the “Closing Date”). The Company may, in its sole discretion, pay the repurchase
price, if any, required hereunder to a Terminated Participant at the end of a period of not more than twelve (12) months after the Closing
Date. In any event, the Company shall have the right to apply any portion of the repurchase price payable under this Section to fully
discharge any indebtedness of the Participant owed to the Company. The provisions of this Section 12 shall automatically terminate
upon the Company’s initial public offering of the Company’s Common Stock pursuant to an effective registration statement filed
under the Securities Act.


 






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13.          CERTIFICATES.
All certificates for Shares or other securities delivered under this Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares
may be listed or quoted.


 


14.          EXCHANGE
AND BUYOUT OF AWARDS. The Committee may, at any time or from time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at
any time, without the consent of the respective Participants, buy from a Participant an Award previously granted with payment in cash,
shares of Common Stock of the Company (including Restricted Stock) or other consideration on such terms and conditions as the Committee
and the Participant may agree.


 


15.          CONFIDENTIALITY
AND NON-COMPETITION. Notwithstanding any other provision of this Plan, any Shares (or other securities) acquired pursuant to an
Award under the Plan, or the profit therefrom, shall be forfeited by a Participant upon such terms and conditions as the Company may establish
in its sole discretion if the Participant engages in any conduct that violates any non-competition, confidentiality or non-solicitation
provisions (i) under Participant’s employment or other agreement with the Company (or any Affiliate) or (ii) that are
otherwise applicable to Participant’s employment with the Company (or any Affiliate).


 


16.          SECURITIES
LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance with all applicable federal,
state and foreign securities and other applicable laws, rules and regulations, and the requirements of any stock exchange or automated
quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also
on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue
or deliver certificates for Shares under this Plan prior to (i) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable, and/or (ii) compliance with any exemption, completion of any registration or other qualification
of such Shares under any applicable law or ruling of any governmental body that the Company determines to be necessary or advisable. The
Company will be under no obligation to register the Shares with the SEC or to effect compliance with the exemption, registration, qualification
or listing requirements of any state or foreign securities laws, stock exchange or automated quotation system, and the Company will have
no liability for any inability or failure to do so.


 



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17.          CORPORATE
TRANSACTIONS.


 


17.1          Assumption
or Replacement of Awards by Successor or Acquiring Company. In the event of (i) a dissolution or liquidation of the Company,
(ii) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with
a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial
change in the stockholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed, converted
or replaced by the successor or acquiring corporation, which assumption, conversion or replacement will be binding on all Participants),
(iii) a merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior
to such merger (other than any stockholder which merges with the Company in such merger, or which owns or controls another corporation
which merges with the Company in such merger) cease to own their shares or other equity interests in the Company, or (iv) the sale
of all or substantially all of the assets of the Company (each, a “Corporate Transaction”), unless otherwise
set forth below, all unvested Awards will continue to vest over the remaining original vesting term as set forth in the Award Agreement.
Upon a Corporate Transaction, all outstanding Awards may be assumed by the successor or acquiring corporation (if any), which assumption
will be binding on all Participants. In the alternative, the successor or acquiring corporation may substitute equivalent Awards or provide
substantially similar consideration to Participants as was provided to stockholders of the Company (after taking into account the existing
provisions of the Awards). The successor or acquiring corporation may also substitute by issuing, in place of outstanding Shares of the
Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions and other provisions
no less favorable to the Participant than those which applied to such outstanding Shares immediately prior to such transaction described
in this Section 17.1. If any Option is not exercised prior to the consummation of the Corporate Transaction, it shall automatically
terminate immediately prior to the consummation of such event. As an alternative to the exercise of Awards and receipt by Participants
of consideration as stockholders after exercise of such Awards, the agreement governing the Corporate Transaction may provide that such
Participants shall receive cash, securities or other property equal in value to the difference between the exercise price of any Award
and the value of the Shares underlying such Award, with values being determined in accordance with the terms of the Corporate Transaction,
or as determined by the Committee.


 


17.2          Other
Treatment of Awards. Subject to any greater rights granted to Participants under the foregoing provisions of this Section ‎17,
in the event of the occurrence of any transaction described in Section ‎17.1 hereof, any
outstanding Awards will be treated as provided in the applicable agreement or plan of reorganization, merger, consolidation, dissolution,
liquidation or sale of assets.


 






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17.3          Assumption
of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company,
whether in connection with an acquisition of such other company or otherwise, by either (i) granting an Award under this Plan in
substitution of such other company’s award or (ii) assuming such award as if it had been granted under this Plan if the terms
of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the
holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied
the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions
of such award will remain unchanged (except that the exercise price and the number and nature of shares issuable upon exercise of any
such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant
a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price.


 


18.          CERTAIN
REDUCTION OF PARACHUTE PAYMENTS. Any benefit, payment, accelerated vesting or other right under this Plan may constitute a “parachute
payment” (as defined in Code section 280G(b)(2)(A), but without regard to Code section 280G(b)(2)(A)(ii)), with respect to a Participant
and the Participant may incur a liability under Code section 4999. In that event, except as otherwise provided by the Board or in an Award
Agreement, the Company shall reduce any such parachute payments, if, and only to the extent that a reduction will allow the Participant
to receive a greater “net after-tax amount” than such Participant would receive absent a reduction. For purposes of this Plan,
 “net after-tax amount” means the amount of any parachute payments, as applicable, net of taxes imposed under Code sections
1, 3101(b) and 4999 and any State or local income taxes applicable to the Participant as in effect on the date of the first payment
under this Plan or an Award Agreement. The determination of the net after-tax amount shall be calculated by applying the foregoing taxes
on income of the same character as the parachute payments or capped parachute payments, as applicable, at the top marginal rates in effect
for the year in which the determination is made. “Capped parachute payments” means the largest amount of parachute payments
that may be paid without liability under Code section 4999.


 


19.          NO
OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other relationship with, the Company or any Affiliate or limit in any way the
right of the Company or any Affiliate to terminate Participant’s employment or other relationship at any time, with or without Cause.


 


20.          NO
RIGHTS TO FUTURE AWARDS. Participants granted Awards under this Plan will not have any right to future grants under this Plan
or any other incentive plan of the Company or an Affiliate and participation in this Plan does not guarantee any future participation
in this plan or any other incentive plan of the Company or and Affiliate. Awards are granted in the sole discretion of the Committee and
the Committee’s decisions are final and binding on all parties.


 






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21.          UNFUNDED
PLAN. The Plan, insofar as it provides for grants, shall be unfunded, and the Company shall not be required to segregate any assets
that may at any time be represented by grants under this Plan. Any liability of the Company to any person with respect to any grant under
this Plan shall be based solely upon any contractual obligations that any be created pursuant to this Plan. No such obligation of the
Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company. Except for the Board’s
reservation of a sufficient number of authorized Shares to the extent required by law to meet the requirements of the Plan, the Company
shall not be required to establish any special or separate fund or to make any other segregation of assets to assure payment of any grant
under the Plan.


 


22.          ADOPTION
AND STOCKHOLDER APPROVAL. This Plan will become effective on the date that it is adopted by the Board (the “Effective
Date”). This Plan will be approved by the stockholders of the Company (excluding Shares issued pursuant to this Plan), consistent
with applicable laws, within twelve (12) months before or after the Effective Date. Upon the Effective Date, the Board may grant Awards
pursuant to this Plan; provided, however, that: (i) no Option may be exercised prior to initial stockholder approval of this Plan;
(ii) no Option granted pursuant to an increase in the number of Shares approved by the Board shall be exercised prior to the time
such increase has been approved by the stockholders of the Company; (iii) in the event that initial stockholder approval is not obtained
within the time period provided herein, all Awards granted hereunder shall be canceled, any Shares issued pursuant to any Award shall
be canceled and any purchase of Shares issued hereunder shall be rescinded; and (iv) Awards granted pursuant to an increase in the
number of Shares approved by the Board which increase is not timely approved by stockholders shall be canceled, any Shares issued pursuant
to any such Awards shall be canceled, and any purchase of Shares subject to any such Award shall be rescinded.


 


23.          TERM
OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will terminate ten (10) years from the Effective
Date or, if earlier, the date of stockholder approval. This Plan and all agreements hereunder shall be governed by and construed in accordance
with the laws of the State of Delaware.


 


24.          AMENDMENT
OR TERMINATION OF PLAN. Subject to Section ‎5.10 hereof, the Board may at any time
terminate or amend this Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be
executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the stockholders of the Company, amend
this Plan in any manner that requires such stockholder approval under applicable law.


 


25.          NONEXCLUSIVITY
OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for
approval, nor any provision of this Plan be construed as creating any limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the granting of stock options and other equity awards otherwise
than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.


 






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26.          DEFINITIONS.
As used in this Plan, the following terms will have the following meanings:


 


“Affiliate”
shall mean any “parent” or “subsidiary” corporation (within the meaning of Section 424 of the Code) of the
Company.


 


“Award”
means any award under this Plan, including any Option or Restricted Stock Award.


 


“Award Agreement”
means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms and conditions
of the Award, including the Stock Option Agreement and Restricted Stock Agreement.


 


“Board”
means the Board of Directors of the Company.


 


“Cause”
means (i) any willful, material violation by the Participant of any law or regulation applicable to the business of the Company or
any Affiliate, the Participant’s conviction for, or guilty or nolo contendere plea to, a felony or a crime involving moral turpitude,
or any willful perpetration by the Participant of a common law fraud, (ii) the Participant’s commission of an act of personal
dishonesty which involves personal profit in connection with the Company or any other entity having a business relationship with the Company,
(iii) any material breach by the Participant of any provision of any agreement or understanding between the Company or any Affiliate
and the Participant regarding the terms of the Participant’s service as an employee, officer, director or consultant to the Company
or any Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material
duties required of such Participant as an employee, officer, director or consultant of the Company or any Affiliate, other than as a result
of having a Disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between
the Company or any Affiliate and the Participant, (iv) Participant’s disregard of the policies of the Company or any Affiliate
so as to cause loss, damage or injury to the property, reputation or employees of the Company or any Affiliate, or (v) any other
willful or malicious misconduct by the Participant which is materially injurious to the financial condition or business reputation of,
or is otherwise materially injurious to, the Company or any Affiliate.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Committee”
means the committee created and appointed by the Board to administer this Plan, or if no committee is created and appointed, the Board.


 


“Company”
means Squarespace, Inc., a Delaware corporation, or any successor corporation.


 


“Disability”
shall have the meaning set forth in Section 22(e)(3) of the Code, provided, however, that if an Award is subject to the requirements
of Section 409A of the Code, then the definition of disability under Section 409A(a)(2)(C) of the Code will apply to such
Award.


 


“Exercise Price”
means the price at which a holder of an Option may purchase the Shares issuable upon exercise of the Option.


 






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“Fair Market Value”
means, as of any date, the value of a share of the Company’s Common Stock determined as follows:


 


		(a)	if such Common Stock is then quoted on the Nasdaq National Market, its closing price on the Nasdaq National
Market on the date of determination as reported in The Wall Street Journal;



 


		(b)	if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing
price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading
as reported in The Wall Street Journal;



 


		(c)	if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or
admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as
reported by The Wall Street Journal (or, if not so reported, as otherwise reported by any newspaper or other source as the Board
may determine); or



 


		(d)	if none of the foregoing is applicable, by the Committee in good faith.



 


“Option”
means an award of an option to purchase Shares pursuant to Section ‎5 hereof.


 


“Participant”
means a person who receives an Award under this Plan.


 


“Plan”
means this 2008 Equity Incentive Plan, as amended from time to time.


 


“Purchase Price”
means the price at which a Participant may purchase Restricted Stock.


 


“Restricted Stock”
means Shares purchased pursuant to a Restricted Stock Award.


 


“Restricted
Stock Award” means an award of Shares pursuant to Section ‎6 hereof.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Shares”
means shares of the Company’s Common Stock, par value $0.001 per share, reserved for issuance under this Plan, as adjusted pursuant
to Sections ‎2 and ‎17 hereof, and any successor security.


 






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“Termination”
or “Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant has for
any reason ceased to provide services as an employee, officer, director or consultant to the Company or any Affiliate. A Participant will
not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other
leave of absence approved by the Committee, provided that such leave is for a period of not more than ninety (90) days (a) unless
reinstatement (or, in the case of an employee with an ISO, reemployment) upon the expiration of such leave is guaranteed by contract or
statute, or (b) unless provided otherwise pursuant to formal policy adopted from time to time by the Company's Board and issued and
promulgated in writing. In the case of any Participant on (i) sick leave, (ii) military leave or (iii) an approved leave
of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the Company or an
Affiliate as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in
the Stock Option Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services
and the effective date on which the Participant ceased to provide services (the “Termination Date”).


 






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