Compensation Program Communication
Employees will be provided with additional details about the 2022 annual compensation review process during the first quarter of 2022, with the objective of
communicating their 2022 base salary, 2021 cash bonus, if any, 2022 commission plan, if applicable, and 2022 equity-based award, if applicable.
During
the first quarter of 2022, we will also communicate with individuals who were previously granted options to purchase Inspirato units (Inspirato Options), to share information about how our transition to a publicly traded company impacts
them.
Forward-Looking Statements
This document may
contain a number of forward-looking statements. Forward-looking statements include information concerning Thayers or Inspiratos possible or assumed future results of operations, business strategies, debt levels, competitive
position, industry environment, potential growth opportunities and the effects of regulation, including whether this proposed business combination will generate returns for shareholders. These forward-looking statements are based on Thayers or
Inspiratos managements current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this document, the words estimates, projected,
expects, anticipates, forecasts, plans, intends, believes, seeks, may, will, should, future, propose and
variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are outside Thayers or Inspiratos managements control, that could cause actual results to differ materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination
Agreement and the proposed business combination contemplated thereby; (b) the inability to complete the proposed business combination due to the failure to obtain approval of the shareholders of Thayer or other conditions to closing in the
Business Combination Agreement; (c) the ability to meet Nasdaqs listing standards following the consummation of the proposed business combination; (d) the inability to complete the private placement into Thayer; (e) the risk
that the proposed business combination disrupts current plans and operations of Inspirato or its subsidiaries as a result of the announcement and consummation of the transactions described herein; (f) the ability to recognize the anticipated
benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its
management and key employees; (g) costs related to the proposed business combination; (h) changes in applicable laws or regulations, including legal or regulatory developments (such as the U.S. Securities and Exchange Commissions
(the SEC) recently released statement on accounting and reporting considerations for warrants in special purpose acquisition companies (SPACs)) which could result in the need for Thayer to restate its historical financial
statements and cause unforeseen delays in the timing of the business combination and negatively impact the trading price of Thayers securities and the attractiveness of the business combination to investors; (i) the possibility that
Inspirato may be adversely affected by other economic, business and/or competitive factors; (j) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and
realize additional opportunities; (k) the risk of downturns in the travel and hospitality industry, including residual effects of the COVID-19 pandemic; and (l) costs related to the
transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Risk Factors section of the registration statement on
Form S-4 referenced above and discussed below and other documents filed by Thayer from time to time with the SEC. These filings identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the forward-looking statements. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.