Management Change/Compensation Form 8 K

Investment Agreement

On August 12, 2024, Inspirato Incorporated (the "Company") entered into an investment agreement (the "Investment Agreement") with One Planet Group LLC, a Delaware limited liability company (the "Purchaser"), relating to the issuance and sale to the Purchaser of (i) 1,335,271 shares (the "Tranche 1 Shares") of Class A common stock, $0.0001 par value per share, of the Company for an aggregate purchase price of $4,579,980 (such transaction, the "Tranche 1 Purchase") and (ii) 1,580,180 shares of Class A common stock (the "Tranche 2 Shares") for an aggregate purchase price of $5,420,020 and an accompanying warrant (the "Warrant") to purchase up to 2,915,451 shares of Class A common stock (the "Warrant Shares") (such transaction, the "Tranche 2 Purchase"). In addition, pursuant to the Investment Agreement, the Purchaser was granted an option (the "Option") to acquire an additional number of shares of Class A common stock with an aggregate purchase price of up to $2,500,000, where the purchase price for each share will be the same as the per share purchase price in the Tranche 1 Purchase and the Company will deliver a number of warrants equal to the number of shares of Class A common stock being purchased as part of the Option (such shares and warrants being collectively referred to as the "Optional Securities").

The closing of the Tranche 1 Purchase occurred on August 13, 2024 (the "Tranche 1 Closing"). The closing of the Tranche 2 Purchase will take place on September 13, 2024, or as soon as practicable thereafter following the satisfaction of certain closing conditions (the "Tranche 2 Closing," with each of the Tranche 1 Closing and the Tranche 2 Closing being referred to as a "Closing"). The Tranche 2 Closing is conditioned upon the approval by the Company's stockholders at a special meeting of stockholders (the "Special Meeting") of a proposal to authorize the issuance of the Tranche 2 Shares, the Warrant, the Warrant Shares, and the Optional Securities, to the extent such approval is required under the rules of the Nasdaq Stock Market LLC (such proposal, the "Nasdaq Proposal"), in addition to other customary closing conditions.

The Investment Agreement includes customary representations, warranties and covenants by the Company. Subject to certain limitations, the Investment Agreement also provides the Purchaser with the right to designate up to three members of the Company's Board of Directors (the "Board") and certain registration rights with respect to the Tranche 1 Shares, the Tranche 2 Shares, the Warrant Shares and the Optional Securities.

The Investment Agreement provides that, during the period from the date of the Investment Agreement until the Tranche 2 Closing or the earlier termination of the Investment Agreement in accordance with its terms, the Company is subject to certain restrictions on its ability to solicit alternative transaction proposals from third parties, provide non-public information to third parties or engage in discussions with third parties regarding alternative transaction proposals.

The Investment Agreement provides that the Tranche 2 Purchase may be terminated in certain circumstances prior to the Tranche 2 Closing, including (i) by mutual agreement of the Purchaser and the Company, with the approval of the Board; (ii) by either the Purchaser or the Company, if the Tranche 1 Purchase or the Tranche 2 Purchase has been permanently restrained, enjoined or otherwise prohibited from being consummated; (iii) automatically, if (A) the Tranche 1 Closing has not occurred on or prior to August 17, 2024 or (B) the Tranche 2 Closing has not occurred on or prior to October 11, 2024 (in each case, unless otherwise mutually agreed by the Company and the Purchaser in writing); or (iv) by either the Purchaser or the Company, if, prior to the relevant Closing, there is an uncured breach by the other party to the Investment Agreement. Upon termination of the Investment Agreement in respect of only the Tranche 2 Shares, the Warrant, the Warrant Shares and the Optional Securities, the terms of the Investment Agreement will remain in effect insofar as they relate to the Tranche 1 Purchase. The Optional Securities will be issued only if the Tranche 2 Closing occurs.

The foregoing summary of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Oakstone Ventures, Inc. an affiliate of Capital One Financial Corporation and holder of the 8% Senior Secured Convertible Note due 2028 (the "Note"), waived its rights to require the Company to repurchase all or any part of the Note in connection with the transactions contemplated by the Investment Agreement (collectively, the "Transactions").