Exhibit 10.4


 


PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT


 


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”).


 


WHEREAS, the Company intends to consummate an initial
public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of the Company’s
Class A common stock (“Class A Common Stock”), par value $0.0001 per share (each, a “Share”) and
one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share
(subject to adjustment), as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration
Statement”) filed with the Securities and Exchange Commission; and


 


WHEREAS, the Purchaser has agreed to purchase an
aggregate of 10,500,000 warrants (or 11,700,000 warrants if the over-allotment option in connection with the Public Offering is exercised
in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share
at an exercise price of $11.50 per Share (subject to adjustment), during the period commencing 30 days following the consummation of the
Company’s initial business combination (the “Business Combination”), as such term is defined in the Registration
Statement, and expiring on the fifth anniversary of the consummation of the Business Combination.


 


NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and Sale;
Terms of the Private Placement Warrants.


 


A. Authorization of the Private Placement
Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.


 


B. Purchase and Sale of the Private Placement
Warrants. On the date of the consummation of the Public Offering, and concurrently with the consummation thereof, or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company
shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company 10,500,000 Private Placement Warrants at a price
of $1.00 per warrant for an aggregate purchase price of $10,500,000 (the “Purchase Price”), which shall be paid by
wire transfer of immediately available funds in accordance with the Company’s wiring instructions. On the Initial Closing Date,
upon payment by the Purchaser of the Purchase Price, the Company, shall either, at its option, deliver a certificate evidencing the Private
Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such
delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public
Offering, and concurrently with the consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser
and the Company (each such date, an “Over-allotment Closing Date”; together with the Initial Closing Date, the “Closing
Dates” and each, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, up to an aggregate of 1,200,000 Private Placement Warrants, in the same proportion as the amount of the
over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $1,200,000 (if the over-allotment
option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall
be paid by wire transfer of immediately available funds in accordance with the Company’s wiring instructions. On the Over-allotment
Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by it, the Company shall either, at its option,
deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s
name to the Purchaser, or effect such delivery in book-entry form.


 






     


     


    

 


C. Terms of the Private Placement Warrants.


 


(i) The Private Placement Warrants shall have the
terms set forth in a warrant agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (the
 “Warrant Agreement”).


   


(ii) At or prior to the time of the Initial Closing
Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”)
pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the
Shares underlying the Private Placement Warrants.


 


Section 2. Representations and Warranties of
the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants,
the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:


 


A. Organization and Corporate Power.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified
to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect
on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority
necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B. Authorization; No Breach.


 


(i) The execution, delivery and performance of
this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company as of each Closing Date. This
Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law) (the “Enforceability
Exceptions”). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement,
the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance
with their terms, subject to the Enforceability Exceptions.


 


(ii) The execution and delivery by the Company
of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares
upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by
the Company, do not and will not as of each Closing Date (a) (A) conflict with or result in a breach of the terms, conditions or provisions
of, (B) constitute a default under, (C) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s
capital stock or assets under, or (D) result in a violation of, the certificate of incorporation or the bylaws of the Company (in effect
on the date hereof or as may be amended prior to completion of the Public Offering), or any material law, statute, rule or regulation
to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, or (b) require any authorization,
consent, approval, exemption, action, notice, declaration or filing, in each case, by or to any court or administrative or governmental
body or agency, except for any filings required after the date hereof under federal or state securities laws.


 


C. Title to Securities. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Placement Warrants will be duly and validly
issued and the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable.
On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have
been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the
Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants,
free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements
contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed
due to the actions of the Purchaser.


 






     


     


    

 


D. Valid Issuance. The total number
of shares of all classes of capital stock which the Company has authority to issue is 221,000,000 shares of common stock (which consist
of 200,000,000 shares of Class A Common Stock and 20,000,000 shares of the Company’s Class B common stock, par value $0.0001 per
share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001,
per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class
A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the
Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized,
validly issued, and are fully paid and non-assessable.


  


Section 3. Representations and Warranties of
the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement
Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive
each Closing Date) that:


 


A. Organization and Requisite Authority.
The Purchaser is duly organized, validly existing and in good standing under the laws of the State of Delaware and possesses all requisite
power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization; No Breach.


 


(i) This Agreement constitutes a valid and binding
obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except subject to the Enforceability Exceptions.


 


(ii) The execution and delivery by the Purchaser
of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing
Date conflict with, violate, or result in a breach by the Purchaser of the terms, conditions or provisions of, or constitute a default
under the charter or bylaws or other organizational documents of the Purchaser, or any agreement, instrument, order, judgment or decree
to which the Purchaser is subject.


  


C. Investment Representations.


 


(i) The Purchaser is acquiring the Private Placement
Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (the Private Placement Warrants
and such Shares, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with
a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) The Purchaser is an “accredited investor”
as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).


 


(iii) The Purchaser understands that the Securities
are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal
and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the
representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire such Securities.


 


(iv) The Purchaser did not enter into this Agreement
as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.


 


(v) The Purchaser has been furnished with all materials
relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which
have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors
of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such
accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition
of the Securities.


 






     


     


    

 


(vi) The Purchaser understands that no United States
federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the
Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or
endorsed the merits of the offering of the Securities. 


 


(vii) The Purchaser understands that: (a) the Securities
have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold,
assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except
as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register
the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
While such Purchaser understands that Rule 144 under the Securities Act is not available for the resale of securities initially issued
by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell
company, such Purchaser understands that Rule 144 includes an exception to this prohibition if the following conditions are met: (i) the
issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject
to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding
12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv)
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status
as an entity that is not a shell company.


 


(viii) The Purchaser understands the high degree
of risk associated with investments in the securities of companies in the development stage such as the Company, has such knowledge and
experience in financial and business matters to be able to evaluate the merits and risks of an investment in the Securities and is able
to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The
Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future
needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investment
in the Securities.


 


Section 4. Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment,
on or before each Closing Date, of each of the following conditions:


 


A. Representations and Warranties.
The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though
then made.


 


B. Performance. The Company shall have
performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or
complied with by it on or before such Closing Date.


 


C. No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any
court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 


D. Warrant Agreement and Registration Rights
Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory
to the Purchaser.


  


E. Corporate Consents. The Company
shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the
Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 






     


     


    

 


Section 5. Conditions of the Company’s
Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before
each Closing Date, of each of the following conditions:


 


A. Representations and Warranties.
The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as
though then made.


 


B. Performance. The Purchaser shall
have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed
or complied with by the Purchaser on or before such Closing Date.


 


C. Corporate Consents. The Company
shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the
Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any
court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 


E. Warrant Agreement. The Company shall
have entered into the Warrant Agreement on terms satisfactory to the Company.


 


Section 6. Survival of Representations and Warranties. All
of the representations and warranties contained herein shall survive each Closing Date.


 


Section 7. Definitions. Terms used
but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 8. Miscellaneous.


 


A. Successors and Assigns. Except as
otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto
shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the
foregoing or anything to the contrary herein, the parties may not assign this Agreement without the prior written consent of the other
party hereto, other than assignments by the Purchaser to affiliates thereof (including, without limitation, one or more of its members).


  


B. Severability. Whenever possible,
each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts. This Agreement may
be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall
constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of
like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually
executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif”
or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 






     


     


    

 


D. Descriptive Headings; Interpretation.
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.
The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law. This Agreement shall
be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the
internal laws of the State of New York without regard to the conflicts of laws principles thereof.


 


F. Amendments. This Agreement may not
be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	SOUTHPORT ACQUISITION CORPORATION
	 	 
	 	
    By:
	
    /s/ Jeb Spencer

	 	 	Name: Jeb Spencer
	 	 	Title: Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	
    SOUTHPORT ACQUISITION SPONSOR LLC

	 	 	 
	 	By:	 /s/ Jared Stone 
	 	 	Name: Jared Stone
	
    
	 	Title: President


  


[Signature Page to Private Placement Warrants
Subscription Agreement]