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).
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
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • June 30th, 2021 • Thayer Ventures Acquisition Corp • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”), dated as of June 30, 2021, is made by and among Thayer Ventures Acquisition Corporation, a Delaware corporation (“Buyer”), Inspirato LLC, a Delaware limited liability company (the “Company”), and the Company unitholder set forth on Schedule 1 hereto (the “Supporting Holder”). Buyer, the Company and the Supporting Holder shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA (as defined below). Each of Buyer, the Company and the Support Holder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SPONSOR SIDE LETTER AGREEMENTSponsor Side Letter Agreement • June 30th, 2021 • Thayer Ventures Acquisition Corp • Blank checks
This SPONSOR SIDE LETTER AGREEMENT (this “Agreement”), dated as of June 30, 2021, is made by and among Thayer Ventures Acquisition Corporation, a Delaware corporation (“Buyer”), Inspirato LLC, a Delaware limited liability company (the “Company”), Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), the other holders of Buyer Class B Common Stock set forth on Schedule 1 hereto (the “Other Class B Holders”, and together with the Sponsor, collectively, the “Supporting Holders”). Buyer, the Company and the Supporting Holders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA (as defined below). Each of Buyer, the Company and the Support Holders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
