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”).
NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF INSPIRATO LLC DATED AS OF FEBRUARY 11, 2022Limited Liability Company Agreement • February 14th, 2022 • Thayer Ventures Acquisition Corp • Blank checks • Delaware
This NINTH 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 February 11, 2022 and made effective as of the LLCA Effective Time (as defined below), by and among Thayer Ventures Acquisition Corporation, a Delaware corporation (“PubCo”) and certain wholly owned Subsidiaries of PubCo, as Members as of the date hereof, the Members set forth on Exhibit A-1 hereto (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.
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.
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”).
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”).
