May 18, 2022
  • May 18, 2022

Form S-1/A Acquisition of Thayer Ventures

By on February 11, 2022 0

Room 4.5

RUNTIME VERSION

ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT (the “Agreement”) is made and effective on February 11, 2022 by and between Thayer Ventures Acquisition Corporation, a Delaware corporation (“Thayer”) (to be renamed “Inspirato Incorporated” from Closing (as defined below), or “New Inspiration”), Inspirato Incorporated, a Delaware corporation (“Inspiration”), and Computershare Inc., a Delaware corporation (“Computershare Inc.”), and its affiliate, Computershare Trust Company, NA, a federally chartered trust company, and (collectively with Computershare Inc., “computer sharing”).

WHILEThayer and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) previously entered into a warrant agreement, dated December 10, 2020 (the “mandate agreement”) governing the terms of the 15,800,000 outstanding warrants of Thayer (the “Mandates”) to purchase Class A common stock, par value $0.0001 per share, of Thayer (“Thayer-class One ordinary share”);

WHILEThayer has entered into a business combination agreement, dated June 30, 2021 (as amended, the “Business combination agreement“), together with Passport Merger Sub I Inc., Passport Merger Sub II Inc. and Passport Merger Sub III Inc., each a Delaware corporation and a wholly owned subsidiary of Thayer (collectively, the “Submergers”), KPCB Investment I, Inc., a Delaware corporation (“KPCB Blocker”), Inspirato Group, Inc., a Delaware corporation (“PVI blocker”), W Capital Partners III IBC, Inc. a Delaware corporation (“Capital blocker W“, and with KPCB Blocker, IVP Blocker and any blocker that becomes a party to the business combination agreement by executing a joinder therewith, the “Blockers“), Passport Company Merger Sub, LLC, a Delaware Limited Liability Company (the “Company sub-merger”), and Inspirato LLC, a Delaware LLC (“Inspirato OpCo“:Blocker fusions“), and (ii) immediately following the blocker mergers, the company’s sub-merger will merge with and into Inspirato OpCo, with Inspirato OpCo as the surviving company, resulting in Inspirato OpCo becoming a subsidiary of Thayer, which will be immediately renamed “Inspirato incorporated” (the “Trade suit”);

WHILEpursuant to the Business Combination Agreement and subject to the terms and conditions thereof, upon the effective date of the Business Combination, each issued and outstanding Class A common share of Thayer immediately prior to effective of the business combination will be reclassified as one Class A common share, with a par value of $0.0001 per share, of Inspirato Incorporated (the “New Inspirato class One ordinary share”);

WHILEin accordance with
Section 4.4 of the Warrants Agreement, upon closing of the Business Combination (the “Closing”), the warrants will represent the right of their holders to purchase Class A common stock of New Inspirato; and

WHILEas a result of the foregoing, the parties hereto desire that Thayer assign to New Inspirato all rights, interests and obligations of Thayer in and under the Agency Agreement and that New Inspirato accepts such assignment and assumes all obligations of Thayer thereunder, in each case, from Closing;