Material Agreement Form 8 K

On September 24, 2024, Inspirato Incorporated (the "Company") entered into an equity distribution agreement (the "Sales Agreement") with Northland Securities, Inc. ("Northland") to sell shares of the Company's Class A common stock, par value $0.0001 per share, having an aggregate sales price of up to $10,671,158 (the "Shares"), from time to time, through an "at the market offering" program under which Northland will act as sales agent or principal. The sales, if any, of the Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

The Shares will be issued pursuant to the Company's shelf registration statements on Form S-3 filed by the Company with the Securities and Exchange Commission (the "SEC") on August 30, 2024 (File No. 333-281880), including a prospectus relating to the securities (including the Shares) to be issued from time to time by the Company. The Company filed a prospectus supplement on September 24, 2024 with the SEC in connection with the offer and sale of the Shares.

The Sales Agreement provides that Northland will be entitled to compensation for its services in an amount equal to 3.0% of the aggregate gross proceeds from the sales placed by Northland thereunder. The Sales Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and Northland, other obligations of the parties and termination provisions. The Company is not obligated to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of the Shares pursuant to the Sales Agreement will terminate on the earlier of (i) the sale of all of the Shares through Northland pursuant to the Sales Agreement and (ii) the termination of the Sales Agreement by either the Company or Northland, as permitted therein.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any of the Shares under the Sales Agreement, nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Davis Graham & Stubbs LLP relating to the Shares being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

The representations, warranties and covenants contained in the Sales Agreement were made solely for purposes of the agreement and as of a specific date, were solely for the benefit of the parties to the agreement and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company.