Private Placement Form 8 K

Payment of Guarantee Fee

As previously reported, in connection with the Lease Termination and Surrender Agreement, dated as of August 12, 2024, entered into by Inspirato Incorporated (the "Company") and One Planet Group LLC ("One Planet Group") agreed to act as the guarantor of the termination fee owed by the Company for a fee of $600,000, to be paid to One Planet Group in six equal monthly installments beginning January 2025 (the "Guarantee Fee"). On December 11, 2024, the Board of Directors of the Company approved an amendment to the payment terms of the Guarantee Fee pursuant to which the Company will issue to One Planet Group 177,515 shares of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), in lieu of cash. The issuance of the shares of Common Stock will satisfy the Company's obligations with respect to the Guarantee Fee.

Option Exercise

As previously reported, on August 12, 2024, the Company entered into an Investment Agreement with One Planet Group, as amended on August 12, 2024 by a letter agreement betweeen the parties, pursuant to which One Planet Group was granted an option to acquire up to 728,863 shares of Common Stock of the Company and warrants to purchase an additional 728,863 shares of Common Stock for an aggregate purchase price of up to $2,500,000 (the "Option"). On December 9, 2024, One Planet Group delivered notice of its election to exercise the Option in full. The closing of the Option exercise occurred on December 9, 2024.

All of the securities described above will be issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.