Southport Acquisition Corp Sample Contracts
INDEMNITY AGREEMENTIndemnification Agreement • November 24th, 2021 • Southport Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between Southport Acquisition Corporation, a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 24th, 2021 • Southport Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2021, by and between Southport Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2021 • Southport Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 9, 2021, by and between Southport Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • December 3rd, 2021 • Southport Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November [●], 2021, is by and between Southport Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2021 • Southport Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2021, is made and entered into by and among Southport Acquisition Corporation, a Delaware corporation (the “Company”), Southport Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor” and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
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 • Southport Acquisition Corp • Blank checks • 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” ).
Southport Acquisition CorpORATION (a Delaware corporation) 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2021 • Southport Acquisition Corp • Blank checks • New York
Southport Acquisition Corporation, a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Units of the Company set forth in Schedule A hereto, totaling 20,000,000 Units in the aggregate, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 3,000,000 additional Units. Each Unit consists of one share of Class A common stock, par value $0.0001, of the Company (collectively, the “Class A Shares”), and one-half o
WARRANT AGREEMENTWarrant Agreement • November 24th, 2021 • Southport Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November [●], 2021, is by and between Southport Acquisition Corporation, a Delaware corporation (the “Company”), and [●], a [●] corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • December 14th, 2021 • Southport Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of December 9, 2021 (as it may be amended from time to time, this “Agreement”), is entered into by and between Southport Acquisition Corporation, a Delaware corporation (the “Company”), and Southport Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
December 9, 2021 Southport Acquisition Corporation Del Mar, California 92104Underwriting Agreement • December 14th, 2021 • Southport Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Southport Acquisition Corporation, a Delaware corporation (the “Company”), and BofA Securities, Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and p
Angel Studios, Inc., Issuer AND Trustee INDENTURE Dated as of _____ ___, 202_ CROSS-REFERENCE TABLE*Indenture • November 13th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of unsecured subordinated debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • September 11th, 2024 • Southport Acquisition Corp • Blank checks • 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).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 11th, 2024 • Southport Acquisition Corp • Blank checks • 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).
Southport Acquisition Corporation Del Mar, California 92014Securities Subscription Agreement • June 16th, 2021 • Southport Acquisition Corp • Blank checks • New York
We are pleased to accept the offer Southport Acquisition Sponsor LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Southcorp Acquisition Corporation, a Delaware corporation (the “Company”), do not exercise their over-allotment option (the “Over-allotment Option”) in the IPO in full. The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding the Shares, are as follows:
VOTING AND NON-REDEMPTION AGREEMENTVoting and Non-Redeemtion Agreement • May 26th, 2023 • Southport Acquisition Corp • Blank checks
This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May [●], 2023 by and between Southport Acquisition Corporation, a Delaware corporation (“SPAC”), and the undersigned shareholder of SPAC (“Shareholder”), and with respect to Sections 5, 7, 8, 9, 10 and 12, Southport Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). SPAC and Shareholder are collectively referred to herein as the “Parties” and individually as a “Party.”
January 6, 2022 Southport Acquisition Corporation Del Mar, California 92104Underwriting Agreement • March 31st, 2022 • Southport Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”), dated December 9, 2021, entered into by and between Southport Acquisition Corporation, a Delaware corporation (the “Company”), and BofA Securities, Inc. (the “Underwriter”), relating to the underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that were purchased to cover over-allotments) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospe
WARRANT AGREEMENTWarrant Agreement • December 14th, 2021 • Southport Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2021, is by and between Southport Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • September 16th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production • Delaware
This Indemnity Agreement, dated as of September 10, 2025 (the “Agreement”) is made by and between Angel Studios, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENTPrivate Placement Warrants Subscription Agreement • November 24th, 2021 • Southport Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of [•], 2021 (as it may be amended from time to time, this “Agreement”), is entered into by and between Southport Acquisition Corporation, a Delaware corporation (the “Company”), and Southport Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Southport Acquisition Corporation Del Mar, California 92104Underwriting Agreement • November 24th, 2021 • Southport Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Southport Acquisition Corporation, a Delaware corporation (the “Company”), and BofA Securities, Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and p
LOCK-UP AGREEMENTLock-Up Agreement • September 16th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2024 by and among Angel Studios, Inc., a Delaware corporation (the “Company”) (formerly known as Southport Acquisition Corporation, a Delaware corporation), Southport Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), and certain stockholders of Angel Studios, Inc., a Delaware corporation (“Angel Studios”) set forth on Schedule 1 hereto (such stockholders, the “Angel Studios Holders”). The Sponsor, the Angel Studios Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.”
SOUTHPORT ACQUISITION CORPORATION 1745 Grand Avenue Del Mar, California 92014Administrative Support Agreement • December 14th, 2021 • Southport Acquisition Corp • Blank checks • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2025 • Angel Studios, Inc. • Services-motion picture & video tape production • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2025, is made and entered into by and among Angel Studios, Inc., a Delaware corporation (the “Company”) (formerly known as Southport Acquisition Corporation, a Delaware corporation), Southport Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain stockholders of Angel Studios, Inc., a Delaware corporation (“Angel Studios”), as set forth on Schedule 1 hereto (such stockholders, the “Angel Studios Holders”), Jared Stone (the “Director Holder”) and the parties set forth on Schedule 2 hereto (collectively, the “Investor Stockholders” and, collectively with the Sponsor, the Angel Studios Holders, the Director Holder and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
SOUTHPORT ACQUISITION CORPORATION 1745 Grand Avenue Del Mar, California 92014Administrative Support Agreement • November 24th, 2021 • Southport Acquisition Corp • Blank checks
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 14th, 2025 • Southport Acquisition Corp • 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”).