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).
WHEREAS, substantially concurrently with the execution of this Subscription Agreement, the Company and the other parties named therein are entering into that certain Business Combination Agreement (as amended, modified, supplemented or waived from time to time in accordance with its terms, the Business Combination Agreement), pursuant to which, inter alia, Passport Company Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, will merge with and into Inspirato LLC, a Delaware limited liability company (Inspirato), on the terms and subject to the conditions set forth therein (the Merger and, together with the related transactions, the Transaction), with Inspirato being the surviving entity of the Merger; and
WHEREAS, in connection with the Transaction, the Subscriber desires to subscribe for and purchase from the Company a number of shares of the Companys Class A common stock, par value $0.0001 per share, set forth on the signature page hereto (the Shares), for a purchase price of $10.00 per share (the Per Share Price), and the Company desires to issue and sell to the Subscriber the Shares in consideration of the payment of the aggregate applicable purchase price set forth on the Subscribers signature page hereto (the Applicable Purchase Price) by or on behalf of the Subscriber to the Company prior to the Closing (as defined below) in accordance with Section 3.1 herein, all on the terms and conditions set forth herein; and
WHEREAS, in connection with the Transaction, certain other investors (each, an Other Subscriber and, collectively, the Other Subscribers) have, severally and not jointly, entered into separate subscription agreements with the Company that are on substantially the same terms and conditions as this Subscription Agreement (the Other Subscription Agreements), pursuant to which such Other Subscribers have agreed to purchase shares of the Companys Class A common stock, par value $0.0001 per share, on the Closing Date (as defined below) at the Per Share Price, and the aggregate number of shares of the Companys common stock to be issued by the Company pursuant to this Subscription Agreement and the Other Subscription Agreements, as of the date hereof, is equal to approximately 10,000,000 shares.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1. Subscription. Subject to the terms and conditions hereof, at the Closing, the Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to the Subscriber (subject to the prior payment by the Subscriber of the Applicable Purchase Price in accordance with the terms herein), the Shares (such subscription and issuance, the Subscription). If any change in the Companys capitalization shall occur between the date hereof and immediately prior to the Closing by reason of any reclassification, recapitalization,