ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

Exhibit 4.5

EXECUTION VERSION

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the “Agreement”) is entered into and effective as of February 11, 2022 by and among Xxxxxx Ventures Acquisition Corporation, a Delaware corporation (“Xxxxxx”) (to be renamed “Inspirato Incorporated” effective as of the Closing (as defined below), or “New Inspirato”), Inspirato Incorporated, a Delaware corporation (“Inspirato”), and Computershare Inc., a Delaware corporation (“Computershare Inc.”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, and (collectively with Computershare Inc., “Computershare”).

WHEREAS, Xxxxxx and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) have previously entered into a warrant agreement, dated as of December 10, 2020 (the “Warrant Agreement”) governing the terms of Xxxxxx’x 15,800,000 outstanding warrants (the “Warrants”) to purchase shares of Class A common stock, par value $0.0001 per share, of Xxxxxx (“Xxxxxx Class A Common Stock”);

WHEREAS, Xxxxxx has entered into a business combination agreement, dated as of June 30, 2021 (as amended, the “Business Combination Agreement”), with Passport Merger Sub I Inc., Passport Merger Sub II Inc. and Passport Merger Sub III Inc., each a Delaware corporation and a wholly-owned subsidiary of Xxxxxx (collectively, the “Merger Subs”), KPCB Investment I, Inc., a Delaware corporation (“KPCB Blocker”), Inspirato Group, Inc., a Delaware corporation (“IVP Blocker”), W Capital Partners III IBC, Inc. a Delaware corporation (“W Capital Blocker,” and together with KPCB Blocker, IVP Blocker and any blocker that becomes party to the Business Combination Agreement by executing a joinder thereto, the “Blockers”), Passport Company Merger Sub, LLC, a Delaware limited liability company (the “Company Merger Sub”), and Inspirato LLC, a Delaware limited liability company (“Inspirato OpCo”), pursuant to which (i) the Blockers merge with and into the Merger Subs with the Merger Subs as the surviving companies and wholly-owned subsidiaries of Xxxxxx (collectively, the “Blocker Mergers”), and (ii) immediately following the Blocker Mergers, the Company Merger Sub will merge with and into Inspirato OpCo, with Inspirato OpCo as the surviving company, resulting in Inspirato OpCo becoming a subsidiary of Xxxxxx, which will immediately be renamed “Inspirato Incorporated” (the “Business Combination”);

WHEREAS, pursuant to the Business Combination Agreement and subject to the terms and conditions therein, at the effective time of the Business Combination, each share of Xxxxxx Class A Common Stock issued and outstanding immediately prior to the effective time of the Business Combination will be reclassified as a share of Class A common stock, par value $0.0001 per share, of Inspirato Incorporated (the “New Inspirato Class A Common Stock”);

WHEREAS, pursuant to Section 4.4 of the Warrant Agreement, upon the closing of the Business Combination (the “Closing”), the Warrants will represent the right of the holders thereof to purchase shares of New Inspirato Class A Common Stock; and

WHEREAS, as a result of the foregoing, the parties hereto wish for Xxxxxx to assign to New Inspirato all of Xxxxxx’x rights and interests and obligations in and under the Warrant Agreement and for New Inspirato to accept such assignment, and assume all of Xxxxxx’x obligations thereunder, in each case, effective upon the Closing;

WHEREAS, Continental’s engagement as Xxxxxx’x warrant agent is terminating in connection with the consummation of the Business Consummation; and

WHEREAS, effective upon the Closing, New Inspirato wishes to appoint Computershare to serve as successor Warrant Agent and Transfer Agent under the Warrant Agreement.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows:

1. Assignment and Assumption of Warrant Agreement. Xxxxxx hereby assigns, and New Inspirato hereby agrees to accept and assume, effective as of the Closing, all of Xxxxxx’x rights, interests and obligations in, and under the Warrant Agreement, as amended by this Agreement, and Warrants. Unless the context otherwise requires, from and after the Closing, any references in the Warrant Agreement or the Warrants to: (i) the “Company” shall mean New Inspirato; (ii) “Common Stock” shall mean the shares of New Inspirato Class A Common Stock; and (iii) the “Board of Directors” or the “Board” or any committee thereof shall mean the board of directors of New Inspirato or any committee thereof.

2. Appointment of Successor Warrant Agent and Transfer Agent. Notwithstanding anything contained in Section 8.2.1 of the Warrant Agreement, the Warrant Agent shall be substituted for Computershare in the Warrant Agreement and shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as warrant agent under the Warrant Agreement; provided that, in no event shall the Warrant Agent assume any liabilities for the acts or omissions of Continental under the Warrant Agreement. Unless the context otherwise requires, from and after the Closing, any references in the Warrant Agreement and the Warrants to the “Warrant Agent” or “Transfer Agent” shall mean Computershare. Any notice, statement or demand authorized by the Warrant Agreement to be given or made by the holder of any Warrant or by the Company to the Warrant Agent pursuant to Section 9.2 shall be delivered to:

Computershare Trust Company, N.A.

Computershare Inc.

000 Xxxxxx Xxxxxx

Xxxxxx, XX 00000

Attn: Client Services

Email: xxxx.xxxxx@xxxxxxxxxxxxx.xxx

3. Replacement Instruments. Following the Closing, upon request by any holder of a Warrant, New Inspirato shall issue a new instrument for such Warrant reflecting the adjustment to the terms and conditions described herein and in Section 4.4 of the Warrant Agreement.

4. Effect of Business Combination. In accordance with Section 4.4 of the Warrant Agreement, at the effective time of the Business Combination, each Warrant that is outstanding as of the effective time of the Business Combination shall be exercisable, subject and pursuant to the terms of the Warrant Agreement, for one share of New Inspirato Class A Common Stock at an exercise price of $11.50 per whole Warrant.

5. Amendment to Warrant Agreement. To the extent required by this Agreement, the Warrant Agreement is hereby deemed amended pursuant to Section 9.8 thereof to reflect the subject matter contained herein, effective as of the Closing, including the following:

The preamble is amended by (i) deleting “Xxxxxx Ventures Acquisition Corporation, a Delaware corporation (the “Company”)” and replacing it with “Inspirato Incorporated, a Delaware corporation (the “Company”)”; and (ii) deleting “Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”)” and replacing it with “Computershare Inc., a Delaware corporation (“Computershare Inc.”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company” and together with Computershare Inc., in such capacity as warrant agent, the “Warrant Agent” and also referred thereto as the Transfer Agent).”

As a result thereof, and unless context otherwise requires, all references in the Warrant Agreement and the amendments to the Warrant Agreement below (i) to the “Company” shall be references to New Inspirato, (ii) to “Warrant Agent” or “Transfer Agent” shall be to Computershare Inc. and Trust Company, together.

The recitals are hereby deleted and replaced in their entirety as follows:

WHEREAS, Xxxxxx Ventures Acquisition Corporation, a Delaware corporation (“Xxxxxx”) has entered into that certain Private Placement Warrants Purchase Agreement, with Xxxxxx Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 7,175,000 warrants simultaneously with the closing of the Offering (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant; and

WHEREAS, in order to finance Xxxxxx’x transaction costs in connection with its initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Sponsor’s officers and directors may, but is not obligated to, loan to Xxxxxx as Xxxxxx may require, of which up to $1,500,000 of such loans may be converted into up to an additional 1,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (the “Working Capital Warrants,” and, together with the Private Placement Warrants and the Public Warrants, the “Warrants”); and

WHEREAS, Xxxxxx consummated an initial public offering (the “Offering”) of units of Xxxxxx’x equity securities, each such unit comprised of one Xxxxxx Common Stock (as defined below) and one-half of one Public Warrant (as defined below) (the “Units”) and, in connection therewith, has issued and delivered 8,625,000 warrants to public investors in the Offering (the “Public Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A common stock of Xxxxxx, par value $0.0001 per share (“Xxxxxx Common Stock”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and

WHEREAS, Xxxxxx has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-249390 (the “Registration Statement”) and prospectus (the “Prospectus”) for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Xxxxxx Common Stock included in the Units; and

WHEREAS, Xxxxxx, Passport Merger Sub I Inc., Passport Merger Sub II Inc. and Passport Merger Sub III Inc., each a Delaware corporation and a wholly-owned subsidiary of Xxxxxx (collectively, the “Merger Subs”), KPCB Investment I, Inc., a Delaware corporation (“KPCB Blocker”), Inspirato Group, Inc., a Delaware corporation (“IVP Blocker”), W Capital Partners III IBC, Inc. a Delaware corporation (“W Capital Blocker,” and together with KPCB Blocker, IVP Blocker and any blocker that becomes party to the Business Combination Agreement by executing a joinder thereto, the “Blockers”), Passport Company Merger Sub, LLC, a Delaware limited liability company (the “Company Merger Sub”), and Inspirato LLC, a Delaware limited liability company (“Inspirato OpCo”) are parties to that certain business combination agreement, dated as of June 30, 2021 (as amended, the “Business Combination Agreement”), which, among other things, provides for (i) the merger of the Blockers with and into the Merger Subs with the Merger Subs surviving such merger as a wholly-owned subsidiaries of Xxxxxx (collectively, the “Blocker Mergers”), and (ii) immediately following the Blocker Mergers, the merger of the Company Merger Sub with and into Inspirato LLC, with Inspirato LLC as the surviving company, resulting in Inspirato LLC becoming a subsidiary of Xxxxxx, which will immediately be renamed “Inspirato Incorporated” (the “Merger”), and, as a result of the Merger, all Xxxxxx Common Stock will be exchanged for such number of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) as described in the Business Combination Agreement; and

WHEREAS, on February 11, 2021, pursuant to the terms of the Business Combination Agreement, the Company, Xxxxxx and the Warrant Agent entered into an Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”), pursuant to which Xxxxxx assigned its rights and obligations under this Agreement to the Company and the Company assumed Xxxxxx’x rights and obligations under this Agreement from Xxxxxx; and

WHEREAS, pursuant to the Business Combination Agreement, the Warrant Assumption Agreement and Section 4.4 of this Agreement, effective as of the Effective Time (as defined in the Business Combination Agreement), each of the issued and outstanding Private Placement Warrants and Public Warrants shall no longer be exercisable for Xxxxxx Common Stock but shall instead become exercisable (subject to the terms and conditions of this Agreement) for Class A Common Stock (each a “Warrant” and collectively, the “Warrants”); and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:”

Section 4.5 is hereby amended by adding, immediately after the first full sentence of Section 4.5, the following sentence:

“The Warrant Agent shall be entitled to rely on such reasonably prompt notice from the Company and any adjustment or statement therein contained and shall have no duty or liability with respect thereto and shall not be deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such notice.”

Section 5.1 is hereby amended to replace the first sentence thereof with the following sentence:

“The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed together with any evidence of authority that may be required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and appropriate instructions for transfer.”

Section 5.5 is hereby amended to add the following as the final sentence thereof.

“The Warrant Agent may countersign a Definitive Warrant Certificate in manual or facsimile form.”

Section 7.4 is hereby amended by adding new subsections 7.4.3, 7.4.4 and 7.4.5 to the end thereof as follows:

7.4.3. Calculation of Class A Common Stock to be issued on Cashless Exercise. In connection with any cashless exercise of Warrants, the Company shall calculate and transmit to the Warrant Agent, and the Warrant Agent shall have no duty under this Agreement to determine, the number of shares of Class A Common Stock to be issued on such cashless exercise, and the Warrant Agent shall have no duty or obligation to calculate or confirm whether the Company’s determination of Class A Common Stock to be issued on such exercise is accurate.

7.4.4. Deliver of Warrant Exercise Funds. The Warrant Agent shall forward funds received for Warrant exercises in a given month by the 5th business day of the following month by wire transfer to an account designated by the Company.

7.4.5. Cost Basis Information. The Company hereby instructs the Warrant Agent to record cost basis for newly issued shares (whether pursuant to a cash exercise or a cashless exercise) in accordance with instructions as the Company may provide from time to time. If the Company does not provide such cost basis information to the Warrant Agent as outlined above, then the Warrant Agent will treat those shares issued hereunder as uncovered securities or the equivalent, and each holder of such shares will need to obtain such cost basis information from the Company.

Section 8.1 is hereby amended to add the following sentence:

“The Warrant Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is reasonably satisfied that all such payments have been made.”

The first sentence of Section 8.2.1 is amended such that the sixty (60) days’ notice period is replaced by forty five (45) days.

Section 8.2.1 is hereby revised such that the phrase “the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York” in the third sentence thereof shall be replaced by “the United States, in good standing.”

Section 8.2.3 is hereby amended such that the mention of “corporation” therein is replaced with “entity.”

Section 8.3.1 is hereby amended and restated in its entirety as follows:

“Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder in accordance with a fee schedule to be mutually agreed upon and will reimburse the Warrant Agent upon demand for all of its reasonable expenses (including reasonable counsel fees and expenses) incurred in connection with the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder.”

Section 8.4.1 is hereby amended and restated in its entirety as follows:

“Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking, suffering, or omitting to take any action hereunder, such fact or matter may be deemed to be conclusively proved and established by a certificate signed by a person reasonably believed in the absence of bad faith by the Warrant Agent to be the Chief Executive Officer, the Chief Financial Officer, President, Secretary or Chairperson of the Board of the Company (each an authorized officer); and such certificate shall be full authorization and protection to the Warrant Agent and the Warrant Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Agreement in reliance upon such certificate in the absence of bad faith by it pursuant to the provisions of this Agreement. The Warrant Agent shall not be held to have notice of any change of authority of any authorized officer, until receipt of written notice thereof from Company.”

Section 8.4.2 is hereby amended and restated in its entirety as follows:

“Indemnity; Limitation on Liability. The Company also covenants and agrees to indemnify the Warrant Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) (“Losses”) that may be paid, incurred or suffered by it, or which it may become subject, other than such Losses arising in connection with the gross negligence, bad faith or willful misconduct on the part of the Warrant Agent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to be taken by the Warrant Agent arising from, directly or indirectly, the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, the aggregate liability of the Warrant Agent under this Agreement will be, other than in the case of fraud (as determined by a final non-appealable judgement of a court of competent jurisdiction), limited to the amount of fees paid by the Company, but not including reimbursable expenses, to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of or has foreseen the possibility of such loss or damages, and regardless of the form of action. The provisions under Section 8 shall survive the expiration of the Warrant and the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent.”

Section 8.4.3 is hereby amended to replace the last sentence thereof with the following:

“The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Sections 3.1 and 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.”

Section 8.5 is hereby amended and restated in its entirety as follows:

“Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the express terms and conditions (and no implied terms and conditions) herein set forth and among other things shall account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Class A

Common Stock through the exercise of the Warrants. The Warrant Agent shall act hereunder solely as agent for the Company. The Warrant Agent shall not assume any obligations or relationship of agency or trust with any of the owners or holders of the Warrants or Class A Common Stock. The Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Warrants or Class A Common Stock with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company. The Warrant Agent shall have no responsibility to the Company, any holders of Warrants, any holders of Class A Common Stock or any other Person for interest or earnings on any moneys held by the Warrant Agent pursuant to this Agreement.”

The following provisions are hereby incorporated into Section 8 in the numerical order set forth below:

8.6 Legal Counsel. The Warrant Agent may consult with legal counsel selected by it (who may be legal counsel for the Company), and the opinion or advice of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in reliance upon such advice or opinion in the absence of Warrant Agent’s bad faith, fraud, gross negligence or willful misconduct (each as must be determined by a final, non-appealable judgment of a court of competent jurisdiction).

8.7 Reliance on Agreement and Warrants. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrants (except as to its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.

8.8 No Responsibility as to Certain Matters. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant (except its countersignature thereon); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible for any change in the exercisability of the Warrant any adjustment required under this Agreement or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any securities to be issued pursuant to this Agreement or any Warrant or as to whether any other securities will, when so issued, be validly authorized and issued, fully paid and nonassessable.

8.9 Freedom to Trade in Company Securities. Subject to applicable laws, the Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrant or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

8.10 Reliance on Attorneys and Agents. The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Warrant Agent shall not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, omission, default, neglect or misconduct, absent gross negligence, willful misconduct or bad faith in the selection and continued employment thereof (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable judgment of a court of competent jurisdiction).

8.11 No Risk of Own Funds. No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise any of its rights or powers if it shall believe that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

8.12 No Notice. The Warrant Agent shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any event or condition that may require action by the Warrant Agent, unless the Warrant Agent shall be specifically notified in writing of such event or condition by the Company, and all notices or other instruments required by this Agreement to be delivered to the Warrant Agent must, in order to be effective, be received by the Warrant Agent as specified in Section 9.2 hereof, and in the absence of such notice so delivered, the Warrant Agent may conclusively assume no such event or condition exists.

8.13 Ambiguity. In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder of any Warrant or any other person for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.

8.14 Non-Registration. The Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any registration statement filed with the Securities and Exchange Commission or this Agreement, including without limitation obligations under applicable regulation or law.

8.15 Signature Guarantee. The Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any related law, act, regulation or any interpretation of the same.

8.16 Authorized Officers. The Warrant Agent shall be fully authorized and protected in relying upon written instructions received from any authorized officer of the Company and shall not be liable for any action taken, suffered or omitted to be taken by, the Warrant Agent in accordance with such advice or instructions.

8.17 Bank Accounts. All funds received by Computershare Inc. under this Agreement that are to be distributed or applied by Computershare Inc. in the performance of services hereunder (the “Funds”) shall be held by Computershare Inc. as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare Inc. in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, Computershare Inc. will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Xxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare Inc. shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare Inc. in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare Inc. may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare Inc. shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party. The Warrant Agent shall forward funds received for warrant exercises in a given month by the 5th business day of the following month by wire transfer to an account designated by the Company.”

8.18. Force Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent will not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, epidemics, pandemics, terrorist acts, shortage of supply, disruptions in public utilities, strikes and lock-outs, war, or civil unrest.

8.19 Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services hereunder shall remain confidential, and shall not be disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).

Xxxxxx Ventures Acquisition Corporation shall be changed to the address of New Inspirato (with a copy to Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.) as follows:

“Inspirato Incorporated

0000 Xxxxx Xxxxxx

Xxxxxx, XX 00000

Attn: Xxxxx Xxxx

Email: xxxxx@xxxxxxxxx.xxx

with a copy to:

Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.

One Market Plaza

000 Xxxx Xxxx Xxxx

Xxxx Xxxx, XX 00000

Attn: Xxxx Xxxxxxxx

Email: xxxxxxxxx@xxxx.xxx”

Section 9.5 is hereby amended to add the following sentences to the end thereof:

“A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent as may be designated by it in writing from time to time, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.”

Section 9.8 is hereby amended to add the following sentences to the end thereof:

“No supplement or amendment to this Agreement shall be effective unless duly executed by the Warrant Agent and the Company. Upon the delivery of a certificate from an authorized officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 9.8, the Warrant Agent shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, the Warrant Agent shall not be required to execute any supplement or amendment to this Agreement that it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement.”

Section 9.9 is hereby amended to remove the period at the end of the first sentence and add the following:

“; provided, however, that if the exclusion of such provision shall adversely affect the rights, immunities, liabilities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign upon ten (10) days’ prior written notice to the Company.”

6. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, as such laws are applied to contracts entered into and performed in such State without resort to that State’s conflict-of-laws rules.

7. Counterpart. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by email or exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party.

8. Successors and Assigns. All the covenants and provisions of this Agreement shall bind and inure to the benefit of each party’s respective successors and assigns.

9. Entire Agreement. This Agreement and the Warrant Agreement, as hereby amended constitute the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and thereof.

10. Indemnification. The Company agrees to indemnify, defend and hold Computershare harmless from and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject arising out of the assignment contemplated hereunder in connection with events occurring before the date of this Agreement, except as a result of Computershare’s gross negligence, willful misconduct or bad faith (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction).

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date and year first written above.


XXXXXX VENTURES ACQUISITION CORPORATION

By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Co-Chief Executive Officer

INSPIRATO INCORPORATED

By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Secretary and General Counsel

COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE, INC., On behalf of both entities

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Manager, Corporate Actions

[Signature Page to Assignment, Assumption and Amendment Agreement]

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ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

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