INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 16th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 10, 2020 by and between Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INSPIRATO INCORPORATED INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2022 • Thayer Ventures Acquisition Corp • Blank checks • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Inspirato Incorporated, a Delaware corporation (the “Company”), and [insert name] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • December 16th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 10, 2020, is by and between Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • December 16th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2020, is made and entered into by and among Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”), Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 16th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 10, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”), and Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
THAYER VENTURES ACQUISITION CORPORATION 15,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENT December 10, 2020Underwriting Agreement • December 16th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • New York
THAYER VENTURES ACQUISITION CORPORATION 15,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • New York
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 8th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 2020 by and between Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2021 • Thayer Ventures Acquisition Corp • Blank checks • Colorado
This Employment Agreement (“Agreement”) is made between Inspirato LLC (the “Company”), and Brad Handler (the “Executive”) and is effective as of consummation of the transactions contemplated by the Business Combination Agreement (the “BCA”), dated as of June 30, 2021 to which the Company is a party (the “Effective Date”).
Thayer Ventures Acquisition Corporation. 25852 McBean Parkway, Suite 508 Valencia, CA 91355Letter Agreement • December 16th, 2020 • Thayer Ventures Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”), and Stifel, Nicolaus & Company, Incorporated and Oppenheimer & Co. Inc. as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (including up to 2,250,000 additional units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.5
ELEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF INSPIRATO LLC DATED AS OF OCTOBER 16, 2023Limited Liability Company Agreement • October 18th, 2023 • Inspirato Inc • Blank checks • Delaware
This ELEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time in accordance with the terms hereof, this “LLC Agreement”) of Inspirato LLC (f/k/a BH Ventures, LLC), a Delaware limited liability company (the “Company”), is entered into as of October 16, 2023 (the “LLCA Effective Time”), by and among Inspirato Incorporated (f/k/a Thayer Ventures Acquisition Corporation), a Delaware corporation (“PubCo”), the other Members set forth on Exhibit A hereto (together with PubCo, the “Existing Members”) and each other Person who is or at any time becomes a Member in accordance with the terms of this LLC Agreement and the Act. Capitalized terms used in this LLC Agreement shall have the respective meanings set forth in Section 1.1.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 30th, 2021 • Thayer Ventures Acquisition Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of June 30, 2021, by and between Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned (the “Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
TAX RECEIVABLE AGREEMENT among INSPIRATO, INC. and THE PERSONS NAMED HEREIN Dated as of February 11, 2022Tax Receivable Agreement • February 14th, 2022 • Thayer Ventures Acquisition Corp • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “TRA Agreement”), is dated as of February 11, 2022 among Inspirato Incorporated, a Delaware corporation (the “Corporate Taxpayer”), Inspirato, LLC, a Delaware limited liability company (“OpCo”), the TRA Parties, the TRA Party Representative, and each of the other Persons from time to time that become a party to this TRA Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 9th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 8, 2020, is made by and among Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), and the person or entity listed on Schedule A hereto (the “Unitholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of even date herewith, as amended and in effect from time to time (the “LLC Agreement”).
INVESTMENT AGREEMENT by and among Inspirato Incorporated, Inspirato LLC, the Other Guarantor Subsidiaries, as defined herein and Oakstone Ventures, Inc. Dated as of August 7, 2023Investment Agreement • August 9th, 2023 • Inspirato Inc • Blank checks • Delaware
This INVESTMENT AGREEMENT (this “Agreement”), dated as of August 7, 2023 is by and among (i) Inspirato Incorporated, a Delaware corporation (the “Company”), (ii) Inspirato LLC, a Delaware limited liability company (“OpCo”), (iii) the Subsidiaries (other than Excluded Subsidiaries) of the Company or OpCo listed on the signature pages hereto under the heading “Other Guarantor Subsidiaries” (collectively, the “Other Guarantor Subsidiaries” and together with OpCo, the “Guarantor Subsidiaries”), and (iv) Oakstone Ventures, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Section 1.01.
EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2021 • Thayer Ventures Acquisition Corp • Blank checks • Colorado
This Employment Agreement (“Agreement”) is made between Inspirato LLC (the “Company”), and David Kallery (the “Executive”) and is effective as of consummation of the transactions contemplated by the Business Combination Agreement (the “BCA”), dated as of June 30, 2021 to which the Company is a party (the “Effective Date”).
Thayer Ventures Acquisition Holdings LLC December [___], 2020Thayer Ventures Acquisition Corp • December 1st, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Thayer Ventures Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Thayer Ventures Acquisition Holdings LLC (“Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 25852 McBean Parkway, Suite 508, Valencia, CA 91355 (or any successor location). In exchange therefor, the Company shall reimburse Sponsor up to a sum of $20,000 per month commencing on the Eff
Separation and Release AgreementSeparation and Release Agreement • August 15th, 2024 • Inspirato Inc • Blank checks • Colorado
This Separation and Release Agreement (“Agreement”) is made between Inspirato LLC, a Delaware limited liability company (the “Company”) and Bradley Handler (“Executive”) (each a “party” and together the “parties”):
Separation and Release AgreementSeparation and Release Agreement • August 28th, 2023 • Inspirato Inc • Blank checks • Colorado
This Separation and Release Agreement (“Agreement”) is made between Inspirato LLC, a Delaware limited liability company (the “Company”) and Robert Webster Neighbor (“Executive”) (each a “party” and together the “parties”):
BUSINESS COMBINATION AGREEMENT BY AND AMONG THAYER VENTURES ACQUISITION CORPORATION, PASSPORT MERGER SUB I INC., PASSPORT MERGER SUB II INC., PASSPORT MERGER SUB III INC., PASSPORT COMPANY MERGER SUB, LLC, KPCB INVESTMENT I, INC., INSPIRATO GROUP,...Business Combination Agreement • June 30th, 2021 • Thayer Ventures Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of June 30, 2021 (the “Execution Date”), by and among (i) Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Buyer”), (ii) Passport Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Buyer (“Blocker Merger Sub 1”), (iii) Passport Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of the Buyer (“Blocker Merger Sub 2”), (iv) Passport Merger Sub III Inc., a Delaware corporation and wholly-owned subsidiary of the Buyer (“Blocker Merger Sub 3” and together with Blocker Merger Sub 1 and Blocker Merger Sub 2, the “Blocker Merger Subs”, and together with the Company Merger Sub, the “Merger Subs”), (v) KPCB Investment I, Inc., a Delaware corporation (“KPCB Blocker”), (vi) Inspirato Group, Inc., a Delaware corporation (“IVP Blocker”), (vii) W Capital Partners III IBC, Inc., a Delaware corporation (“W Capital Blocker”, and together with KPCB Blocker a
INVESTMENT AGREEMENTInvestment Agreement • August 15th, 2024 • Inspirato Inc • Blank checks • Delaware
This INVESTMENT AGREEMENT (this “Agreement”), dated as of August 12, 2024 is by and between Inspirato Incorporated, a Delaware corporation (the “Company”), and One Planet Group LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Section 1.01.
INSPIRATO INCORPORATED Common Stock ($0.0001 par value per share) Equity Distribution AgreementEquity Distribution Agreement • September 25th, 2024 • Inspirato Inc • Blank checks • New York
Inspirato Incorporated, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Northland Securities, Inc. (the “Agent”), as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • December 9th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of December 8, 2020 between Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Company”) and Polar Multi-Strategy Master Fund (the “Unitholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of even date herewith, as amended and in effect from time to time (the “LLC Agreement”).
AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • February 14th, 2022 • Thayer Ventures Acquisition Corp • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 2022, is made and entered into by and among Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”), Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
THE HISTORIC SUGAR BUILDING OFFICE LEASE URBAN-153016th STREET, LLC, a Delaware limited liability company (as Landlord) and BEST OF 52, LLC, a Delaware limited liability company (as Tenant)Office Lease • December 6th, 2021 • Thayer Ventures Acquisition Corp • Blank checks • Colorado
This Office Lease is made and shall be effective as of this 15 day of December, 2015, by and between URBAN-1530 16TH STREET, LLC, a Delaware limited liability company and BEST OF 52, LLC, a Delaware limited liability company.
Separation and Release AgreementSeparation and Release Agreement • September 27th, 2023 • Inspirato Inc • Blank checks • Colorado
This Separation and Release Agreement (“Agreement”) is made between Inspirato LLC, a Delaware limited liability company (the “Company”) and Brent Handler (“Executive”) (each a “party” and together the “parties”):
SPONSOR SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2022 • Thayer Ventures Acquisition Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of February 10, 2022, by and between Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”; which term shall refer to Inspirato Incorporated following the Closing), Inspirato LLC, a Delaware limited liability company (“Inspirato”), and Thayer Ventures Acquisition Holdings LLC (“Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement, dated June 30, 2021, by and among, inter alia, the Company and Inspirato (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agreement”).
Inspirato IncorporatedInvestment Agreement • September 3rd, 2024 • Inspirato Inc • Blank checks
Reference is made to the Investment Agreement, and all capitalized terms used but not defined in this letter shall have the meanings assigned thereto in the Investment Agreement. This letter reflects the agreement of the Company and One Planet to amend Section 2.05 of the Investment Agreement such that the third and fourth sentences of that section, effective immediately upon the execution and delivery of this letter by each of the Company and One Planet, shall read as follows:
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • February 11th, 2022 • Thayer Ventures Acquisition Corp • Blank checks • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the “Agreement”) is entered into and effective as of February 11, 2022 by and among Thayer Ventures Acquisition Corporation, a Delaware corporation (“Thayer”) (to be renamed “Inspirato Incorporated” effective as of the Closing (as defined below), or “New Inspirato”), Inspirato Incorporated, a Delaware corporation (“Inspirato”), and Computershare Inc., a Delaware corporation (“Computershare Inc.”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, and (collectively with Computershare Inc., “Computershare”).
ContractInspirato Inc • March 14th, 2023 • Blank checks • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This warrant must be surrendered to the coMPANY or its transfer agent as a condition precedent to the sale, transfer, pledge or hypothecation of any interest in any of the securities represented hereby.
INVESTMENT AGREEMENTInvestment Agreement • October 25th, 2024 • Inspirato Inc • Blank checks • Delaware
This INVESTMENT AGREEMENT (this “Agreement”), dated as of October 22 2024 is by and between Inspirato Incorporated, a Delaware corporation (the “Company”), Tribridge Limited, a Cayman Island Company with principal offices located at 43A Block 1, 80 Robinson Road, Hong Kong (the “Lead Purchaser”), and Julian MacQueen (the “Secondary Purchaser,” and together with the Lead Purchaser, collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Section 1.01.
FIRST AMENDMENT TO WARRANT TO PURCHASER SHARES OF CLASS A COMMON STOCK OF INSPIRATO INCORPORATEDInspirato Inc • August 9th, 2023 • Blank checks
THIS FIRST AMENDMENT TO WARRANT TO PURCHASER SHARES OF CLASS A COMMON STOCK OF INSPIRATO INCORPORATED (this “First Amendment”) is made as of June 7, 2023 (the “First Amendment Date”) between Inspirato Incorporated, a Delaware corporation (“Company”), and Saks.com LLC, a Delaware limited liability company, or its registered assigns (“Holder”). Company and Holder are sometimes referred to collectively in this First Amendment as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 27th, 2023 • Inspirato Inc • Blank checks • Colorado
This Executive Employment Agreement (“Agreement”) is made by and between Inspirato LLC, a Delaware limited liability company (the “Company”), and Eric Grosse, a California resident (“Executive”), effective as of September 25, 2023 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 15th, 2024 • Inspirato Inc • Blank checks • Colorado
This Executive Employment Agreement (“Agreement”) is made by and between Inspirato LLC, a Delaware limited liability company (the “Company”), and Payam Zamani, a California resident (“Executive”), effective as of August 13, 2024 (the “Effective Date”).
Thayer Ventures Acquisition CorporationThayer Ventures Acquisition Corp • October 8th, 2020 • Blank checks • Delaware
We are pleased to accept the offer Thayer Ventures Acquisition Holdings LLC (the “Subscriber” or “you”) has made to purchase 5,031,250 shares (“Founder Shares”) of the common stock, $0.0001 par value per share (“Common Stock”), of Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”), up to 656,250 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
