Angel Studios, Inc. Sample Contracts
ESCROW AGREEMENTEscrow Agreement • June 20th, 2024 • Angel Studios, Inc. • Services-video tape rental • New York
This Escrow Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by the following:
AGREEMENT AND PLAN OF MERGER by and among SOUTHPORT ACQUISITION CORPORATION, SIGMA MERGER SUB, INC. and Angel studios, inc. dated as of September 11, 2024Merger Agreement • September 11th, 2024 • Angel Studios, Inc. • Services-video tape rental • Delaware
This Agreement and Plan of Merger, dated as of September 11, 2024 (this “Agreement”), is made and entered into by and among Southport Acquisition Corporation, a Delaware corporation (“Acquiror”), Sigma Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”) and Angel Studios, Inc., a Delaware corporation (the “Company”, together with Acquiror and Merger Sub, the “Parties” and each, a “Party” ).
Broker-Dealer - Onboarding Agent Engagement Agreement – Reg A+ Tier 2Broker-Dealer Onboarding Agent Engagement Agreement • June 20th, 2024 • Angel Studios, Inc. • Services-video tape rental
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Angel Studios, Inc. (“Issuer”), a Delaware limited liability company, and Rialto Markets LLC., a Delaware Limited Liability Company (“Rialto”) and FINRA registered Broker Dealer in all 50 states and Puerto Rico. Issuer and Rialto agree to be bound by the terms of this Agreement, effective as of May 21, 2024 (the “Effective Date”):
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • September 11th, 2024 • Angel Studios, Inc. • Services-video tape rental • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of September 11, 2024, by and among Southport Acquisition Corporation, a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and Angel Studios, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
PROMOTION & MARKETING SERVICES AGREEMENTPromotion & Marketing Services Agreement • September 22nd, 2016 • VidAngel, Inc. • Services-video tape rental • Utah
This Promotion, Marketing, and Distribution Agreement (the "Agreement") is entered into between Harmon Brothers LCC, a Utah Limited Liability Company (“Marketer”) and the Client named on one or more Service Order Forms between Client and Company. The terms of this Agreement shall apply to all Services provided under the Services Order Form(s). Each Services Order Form is subject to the General Terms and Conditions set forth below which are fully incorporated in each Service Order Form by this reference.
NON-COMPETITION AGREEMENTNon-Competition Agreement • September 15th, 2020 • VidAngel, Inc. • Services-video tape rental • Utah
This Non-Competition Agreement (the “Agreement”) is entered into by and between VidAngel, Inc. (the "Employer" or “Company”), and Neal Harmon (the "Employee").
ContractWarrant Agreement • September 10th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AS AMENDED, THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.5 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ANGEL STUDIOS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • August 9th, 2024 • Angel Studios, Inc. • Services-video tape rental • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE OFFERED SHARES.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 11th, 2024 • Angel Studios, Inc. • Services-video tape rental • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of September 11, 2024 by and among Southport Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Southport Acquisition Corporation, a Delaware corporation (“Acquiror”), and Angel Studios, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
VIDANGEL INC. INVESTOR RIGHTS AND VOTING AGREEMENT February 27, 2014Investor Rights and Voting Agreement • September 22nd, 2016 • VidAngel, Inc. • Services-video tape rental • Delaware
This Investor Rights and Voting Agreement (this “Agreement”) is made and entered into as of February 27, 2014, by and among VIDANGEL, INC., a Delaware corporation (the “Company”), the parties listed on Exhibit A attached hereto (the “Investors”) and the parties listed on Exhibit B attached hereto (the “Key Holders”). The Key Holders and the Investors are referred to herein collectively as the “Voting Parties.”
STOCKHOLDERS AGREEMENT OF VIDANGEL, INC.Stockholders Agreement • October 6th, 2016 • VidAngel, Inc. • Services-video tape rental • Delaware
THIS STOCKHOLDERS AGREEMENT dated as of [______], 2016 (the "Agreement"), among VIDANGEL, INC., a Delaware corporation (the "Company"), and the other persons and entities who are signatories to this Agreement (individually, a “Class B Stockholder" and, collectively, the "Stockholders") provides as follows:
CONTENT LICENSE AGREEMENTContent License Agreement • October 25th, 2022 • Angel Studios, Inc. • Services-video tape rental • Utah
This Content License Agreement (“Agreement”) is made and entered into as of October 18, 2022 (the “Effective Date”), by and between The Chosen, LLC (“TCL”) and Angel Studios, Inc. (“Angel”), with respect to the distribution and exploitation of certain audiovisual programs as further set forth below. Each of TCL and Angel are sometimes referred to herein as a “Party” and are collectively referred to herein as the “Parties.” This Agreement supersedes and replaces the Exclusive Video-On-Demand and Subscription Video-On-Demand License Agreement (the “Prior Agreement”) dated as of November 26, 2019 between TCL and Angel (formerly known as VidAngel, Inc.) and therefore the Prior Agreement has no force or effect in any manner or portion whatsoever as of the Effective Date. In consideration of the agreements and mutual promises set forth herein, the Parties hereby agree as follows:
ESCROW SERVICES AGREEMENTEscrow Services Agreement • September 22nd, 2016 • VidAngel, Inc. • Services-video tape rental • North Carolina
This Escrow Services Agreement (this “Agreement”) is made and entered into as of [_________ ], 2016, by and between Issuer Direct Corp., a ______ corporation (“Issuer Direct” or “Escrow Agent”), and VidAngel, Inc., a Delaware corporation (“Issuer”).
PURCHASER QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT Class B Nonvoting Common Stock In VidAngel, Inc.Subscription Agreement • September 16th, 2016 • VidAngel, Inc. • Services-video tape rental • Delaware
This Subscription Agreement relates to my/our agreement to purchase ____ shares of the Class B novoting common stock, $0.001 par value (the “Shares”) to be issued by VidAngel, Inc., a Delaware corporation (the “Company”), for a purchase price of $3.00 per Share), for a total purchase price of $______________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ____________, 2016 (collectively, the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
Redacted information is marked with a [REDACTED]. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 9th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production • Delaware
This Note and Warrant Purchase Agreement (this “Agreement”), dated as of April 30,2025, (the “Effective Date”), is entered into by and among Angel Studios, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).
ContractWarrant Agreement • June 13th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production
PARTICIPATION RIGHTS AGREEMENTParticipation Rights Agreement • September 10th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production
THIS PARTICIPATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 8, 2025, by and between ANGEL STUDIOS, INC., a Delaware corporation (“Borrower”), TRINITY CAPITAL INC., a Maryland corporation (“Trinity”) and Eagle Point Trinity Senior Secured Lending Company (together with Trinity, the “Lenders”).
SECURITY AGREEMENT (VidAngel, Inc.)Security Agreement • September 15th, 2020 • VidAngel, Inc. • Services-video tape rental • Utah
This Security Agreement (“Security Agreement”) is made and delivered this __________ day of ________________, 2020, by VidAngel, Inc., and any and all of its existing and future subsidiaries and affiliates (“VidAngel” or “Debtor”), a Delaware corporation, as a debtor under the Uniform Commercial Code (as defined herein). This Security Agreement is delivered to and for the benefit of Disney Enterprises, Inc., Lucasfilm Ltd. LLC, Twentieth Century Fox Film Corporation, Warner Bros. Entertainment Inc., MVL Film Finance LLC, New Line Productions, Inc., and Turner Entertainment Co. (collectively the “Secured Parties” or “Studios,” and each individually a “Secured Party”).
Broker-Dealer - Onboarding Agent Engagement Agreement – Reg A+ Tier 2Broker-Dealer Onboarding Agent Engagement Agreement • July 24th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Angel Studios, Inc.. (“Issuer”), a C-Corp, and Rialto Markets LLC., a Delaware Limited Liability Company (“Rialto”) and FINRA registered Broker Dealer in all 50 states and Puerto Rico. Issuer and Rialto agree to be bound by the terms of this Agreement, effective as of June 16, 2025 (the “Effective Date”):
EXHIBIT A Platform RiderPlatform Rider • June 20th, 2024 • Angel Studios, Inc. • Services-video tape rental
This Platform Rider (“Rider”), effective as of ______________ (“Effective Date”), is made by and between VAS Portal, LLC (“VAS”) and the undersigned company, or the undersigned individual as an authorized representative of a to-be-formed entity (“Company”), who is using VAS’ Platform Services for its securities offering (“Offering”).
ANGEL STUDIOS, INC. FORM OF WARRANT TO PURCHASE SHARESWarrant Agreement • May 9th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production • Delaware
This Warrant is issued to [INVESTOR NAME] (“Holder” or “Purchaser”) by Angel Studios, Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Note and Warrant Purchase Agreement (the “Note Purchase Agreement”) of even date herewith, in connection with the Company’s issuance to the holder of this Warrant (the “Warrant”) accompanying a Subordinated Convertible Promissory Note (the “Note”).
PROMISSORY NOTE AND SECURITY AGREEMENTPromissory Note and Security Agreement • April 28th, 2023 • Angel Studios, Inc. • Services-video tape rental
This PROMISSORY NOTE AND SECURITY AGREEMENT (this “Note” or, as the case may be, this “Agreement”) is entered into as of March 1, 2021 (the “Effective Date”), by and between VIDANGEL ENTERTAINMENT, LLC, a Utah limited liability company (“Maker”), and VIDANGEL, INC., a Delaware corporation (“Holder”, and together with Maker, collectively, the “Parties”).
ANGEL STUDIOS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCKStock Certificate • June 13th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
ANGEL STUDIOS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • July 24th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE OFFERED SHARES.
SETTLEMENT AGREEMENTSettlement Agreement • September 15th, 2020 • VidAngel, Inc. • Services-video tape rental • Utah
This Settlement Agreement (together with exhibits hereto), is made and entered into as of August 26, 2020 by and between the Studios, and VidAngel, Inc. (by and through the Trustee, and, with respect to Sections 1, 2, and 7, and portions of Sections 6 and 8, the Harmon Parties.
AMENDED AND RESTATED CLASS B STOCKHOLDERS AGREEMENT OF ANGEL STUDIOS, INC.Class B Stockholders Agreement • August 18th, 2021 • Angel Studios, Inc. • Services-video tape rental • Delaware
THIS CLASS B STOCKHOLDERS AGREEMENT (the “Agreement”), effective as of August 18, 2021 (the “Effective Date”), among ANGEL STUDIOS, INC., a Delaware corporation (the “Company”), and all holders of the Company’s Class B Common Stock (solely in respect of such Person’s ownership of Class B Common Stock individually, a “Class B Stockholder” and, collectively, the “Class B Stockholders”) provides as follows:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 5th, 2021 • VidAngel, Inc. • Services-video tape rental • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of March 1, 2021, is entered into between VIDANGEL, INC., a Delaware corporation, SKIP TV HOLDINGS, LLC, a Utah limited liability company (collectively, “Seller”), and VIDANGEL ENTERTAINMENT, LLC, a Utah limited liability company (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein, as such definitions are identified by the cross-references set forth in Exhibit A attached hereto.
LOAN AND SECURITY AGREEMENT DATED AS OF September 8, 2025 between ANGEL STUDIOS, INC. as Borrower, the Initial Guarantors party hereto, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and TRINITY CAPITAL INC., as Administrative Agent and...Loan and Security Agreement • September 10th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production
THIS LOAN AND SECURITY AGREEMENT is made as of September 8, 2025 (the “Closing Date”), by and among ANGEL STUDIOS, INC., a Delaware corporation (“Angel Studios” and “Borrower”), the Subsidiaries of Parent party hereto as guarantors (individually and collectively, jointly and severally, “Initial Guarantor" and “Initial Guarantors”), the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”) and TRINITY CAPITAL INC., a Maryland corporation, in its capacities as administrative agent and collateral agent for the Lenders (or any successor administrative agent and collateral agent appointed in accordance with Article 5, “Administrative Agent”).
EXCLUSIVE VIDEO-ON-DEMAND AND SUBSCRIPTION VIDEO-ON-DEMAND LICENSE AGREEMENTExclusive Video-on-Demand and Subscription Video-on-Demand License Agreement • May 2nd, 2022 • Angel Studios, Inc. • Services-video tape rental • Utah
This Video-on-Demand and Subscription Video-on-Demand License Agreement (“Agreement”) is made as of this 26th day of November of 2019 (the “Effective Date”), by and between The Chosen, LLC, a Utah limited liability corporation with its principal place of business located at 4 S. 2600 W, Ste 5, Hurricane, UT 84737 (“Licensor”), and VidAngel, Inc., a Delaware corporation located at 295 W. Center Street, Provo, Utah 84601 (“Licensee”) (referred to individually as “Party” or collectively, the “Parties”) with respect to licensing certain Physical Media, Video-on-Demand and Subscription-Video-On-Demand content defined herein as the “Licensed Materials.”
PROMOTION AND MARKETING SERVICES ORDER FORMPromotion & Marketing Services Order Form • May 2nd, 2022 • Angel Studios, Inc. • Services-video tape rental • Delaware
This Promotion & Marketing Agreement Order Form (this “Order Form”) is made and entered into as of the Effective Date specified above, between Harmon Brothers LLC, a Delaware Limited Liability Company (“Marketer”) and Client (“Client”). This Order Form is entered into as part of, and subject to, that certain Promotion & Marketing Services Agreement between Marketer and Client executed on [Date] (the “Agreement”). In the event any conflicting terms or language exist between this Order Form and the Agreement, the terms of this Order Form shall control.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 15th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production • Delaware
This Note Purchase Agreement (this “Agreement”), dated as of , (the “Effective Date”), is entered into by and among Angel Studios, Inc., a Delaware corporation (the “Company”), and (the “Investor”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 18th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is entered into as of February 14, 2025, by and among Southport Acquisition Corporation, a Delaware corporation (“Acquiror”), Sigma Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”) and Angel Studios, Inc., a Delaware corporation (the “Company”, together with Acquiror and Merger Sub, the “Parties” and each, a “Party”). Capitalized terms used but not defined herein shall have the same meanings as set forth in the Agreement and Plan of Merger, dated as of September 11, 2024, by and among the Parties (the “Agreement”).
ANGEL STUDIOS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • June 26th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE OFFERED SHARES.
FIRST AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • March 28th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production
This First Amendment to Secured Promissory Note (this “First Amendment”) is made effective as of December 1, 2024 (the “Effective Date”), by and between Angel Studios, Inc., a Delaware corporation (“Borrower”), a Delaware limited liability company, and ANGEL P&A LLC (“Noteholder”), a Delaware limited liability company, or its assigns.
Issuer AgreementIssuer Agreement • June 20th, 2024 • Angel Studios, Inc. • Services-video tape rental • Utah
This Issuer Agreement (this “Agreement”) is entered into effective as of [Effective Date] (the “Effective Date”), by and between VAS Portal, LLC (“VAS”) and the undersigned company, or the undersigned individual as an authorized representative of a to-be-formed entity (“Company”).