Exhibit 4.1


 


WARRANT AGREEMENT


 


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”).


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of its securities (the “Units”)
for the purposes of financing its initial Business Combination (the “Initial Business Combination”); “Business
Combination” means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination involving the Company and one or more businesses;


 


WHEREAS, the Units to be sold
in the Offering will be 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 warrant (the “Public Warrants”). 


 


WHEREAS, the Company has determined
to issue and deliver in the Offering 20,000,000 (or 23,000,000 if the Over-allotment Option (as defined below) is exercised in full) shares
of Common Stock (such shares, the “Offering Shares”) and 10,000,000 (or 11,500,000 if the Over-allotment Option
is exercised in full) Public Warrants to purchasers of Units in the Offering;


 


WHEREAS, on December 9, 2021,
the Company entered into that certain Private Placement Warrants Subscription Agreement with Southport Acquisition Sponsor LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase 10,500,000 warrants (or
11,700,000 warrants if the Over-allotment Option is exercised in full) (the “Private Placement Warrants”) from
the Company simultaneously with the closing of the Offering, at a purchase price of $1.00 per Private Placement Warrant, with each Private
Placement Warrant bearing the legend set forth in Exhibit B hereto;


 


WHEREAS, in order to fund
working capital deficiencies or finance the Company’s transaction costs in connection with the Initial Business Combination, the
Sponsor, the Company’s officers and directors or any of their respective affiliates may, but are not obligated to, loan the Company
funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into warrants (the “Working Capital
Warrants”) at a price of $1.00 per Working Capital Warrant at the option of the lender;


 


WHEREAS, following consummation
of the Offering, the Company may issue additional warrants that are governed by this Agreement (the “Post-IPO Warrants”
and, together with the Public Warrants, the Private Placement Warrants and Working Capital Warrants, the “Warrants”)
in connection with, or following the consummation by the Company of, the Initial Business Combination;


 


WHEREAS, each whole Warrant
entitles the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment as described herein; only
whole Warrants are exercisable; and a holder of the Warrants will not be able to exercise any fraction of a Warrant;


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1,
File No. 333-261370 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and
sale of the Units, the Offering Shares, the Public Warrants and the Common Stock issuable upon the exercise of the Public Warrants;


 






     


     


    

 


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;


 


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:


 


1.                 
Appointment of Warrant Agent. The Company hereby appoints Continental Stock Transfer & Trust Company to act as agent
for the Company for the Warrants, and Continental Stock Transfer & Trust Company hereby accepts such appointment and agrees to perform
the same in accordance with the terms and conditions set forth in this Agreement.


 


2.                 
Warrants.


 


2.1             
Form of Warrant. Each Warrant shall initially be issued in registered form only.


 


2.2             
Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3             
Registration.


 


2.3.1       
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on,
and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository
Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In its sole discretion, the Company may instruct the Warrant Agent to deliver to
the Depositary (i) written instructions to deliver to the Warrant Agent for cancellation each book-entry Public Warrant and (ii) definitive
certificates in physical form evidencing such Warrants which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board of the Company or the Chief Executive Officer,
Chief Financial Officer, Chief Legal Officer, Chief Operating Officer, Secretary or other principal officer of the Company. In the event
the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person
signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the
date of issuance.


 






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2.3.2       
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4             
Detachability of Public Warrants. The shares of Common Stock and the Public Warrants comprising the Units shall begin separate
trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not a day, other than a Saturday, Sunday
or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”),
then on the immediately succeeding Business Day following such date, or earlier with the consent of BofA Securities, Inc. (the “Detachment
Date”), but in no event shall the shares of Common Stock and the Public Warrants comprising the Units be separately traded
until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by
BofA Securities, Inc. of its option to purchase additional Units in the Offering (the “Overallotment Option”),
if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company issues
a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin.


 


2.5             
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of
the Units, each of which is comprised of one share of Common Stock and one-half of one whole Public Warrant. If, upon the detachment of
the Public Warrants from the Units, the issuance of the Public Warrants, or otherwise, a holder of Warrants would be entitled to receive
a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6              Private
Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be
identical to the Public Warrants, except that so long as they are held by original holders thereof or their Permitted Transferees
(as defined below), the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a
cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty
(30) days after the completion by the Company of the Initial Business Combination, and (iii) shall not be redeemable by
the Company pursuant to Section 6.1 hereof; provided, however, that in the case of clause (ii), the
Private Placement Warrants, the Working Capital Warrants and any shares of Common Stock issued upon exercise of the Private
Placement Warrants or the Working Capital Warrants that, in each case, are held by the original holders of the Private Placement
Warrants or the Working Capital Warrants, as the case may be, or any of their Permitted Transferees may be transferred by the
holders thereof prior to that thirtieth day:


 


(a)              
to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
the Sponsor or any members of the Sponsor or any affiliates of the Sponsor;


 


(b)              
in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of
which is a member of the individual’s immediate family or an affiliate of the individual or to a charitable organization;


 


(c)              
in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual;


 


(d)              
in the case of an individual, pursuant to a qualified domestic relations order;


 


(e)              
by private sales or transfers made in connection with the consummation of the Initial Business Combination at prices no greater
than the price at which the Private Placement Warrants, the Working Capital Warrants or the shares of Common Stock, as the case may be,
were originally purchased;


 


(f)               
in the event of the Company’s liquidation prior to the consummation of a Business Combination;


 






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(g)              
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the
Sponsor;


 


(h)              
in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash,
securities or other property subsequent to the Company’s completion of the Initial Business Combination; or


 


(i)                 to
a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h)
above, provided, however, that, in the case of clauses (a) through (e) and (i), any such transferees (the “Permitted
Transferees”) enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.


 


2.7             
Working Capital Warrants. The Working Capital Warrants shall be identical to the Private Placement Warrants.


 


2.8             
Post-IPO Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public
Warrants, except as may be agreed upon by the Company.


 


3.                 
Terms and Exercise of Warrants.


 


3.1             
Exercise Price. Each whole Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof,
subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence
of this Section 3.1. The term “Exercise Price” as used in this Agreement shall mean the price per share at which
shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Exercise
Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided,
that the Company shall provide at least three (3) days prior written notice of such reduction to Registered Holders of the Warrants
and, provided further that any such reduction shall be identical among all of the Warrants.


 


3.2             
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the date that is thirty (30) days after the completion of the Initial Business Combination, and terminating at 5:00 p.m.,
New York City time on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes
the Initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s Amended and Restated
Certificate of Incorporation, and (z)  the Redemption Date (as defined below) for such Warrant as provided in Section 6.3
hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration statement,
available current prospectus or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption
Price (as defined below) (other than with respect to the Private Placement Warrants and the Working Capital Warrants, in each case, then
held by the original holders thereof or their Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof),
each Warrant (other than a Private Placement Warrant or a Working Capital Warrant, in each case, then held by original holders thereof
or their Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof) not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m.,
New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the
Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension
to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the
Warrants.


 






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3.3             
 Exercise of Warrants.


 


3.3.1       
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder
thereof by surrendering it, at the office of the Warrant Agent or at the office of its successor as Warrant Agent or, in the case of a
Warrant in book-entry form by causing the Warrant to be transferred to an account of the Warrant Agent at the Depositary designated for
such purposes in writing by the Warrant Agent to the Depositary from time to time, together with an election to purchase shares of Common
Stock properly completed and executed by the Registered Holder thereof on the reverse of the Warrant, or, in the case of a Warrant in
book-entry form, properly delivered by the applicable Participant in accordance with the Depositary’s procedures, and by paying
in full the Exercise Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due
in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares
of Common Stock, as follows:


 


(a)              
 in lawful money of the United States, in good certified check or good bank draft or by wire transfer payable to the order of the
Warrant Agent;


 


(b)              
in the event of a redemption pursuant to Section 6.1 hereof, in which the Company’s board of directors (the “Board”)
has elected to require or permit all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants to be exercised by a holder for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Common Stock underlying the Warrants surrendered for exercise by such holder, multiplied by the excess
of the “Fair Market Value”, as defined in this subsection 3.3.1(b), over the Exercise Price by (y) the Fair Market
Value. Solely for purposes of this subsection 3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value”
shall mean the volume-weighted average price of the Common Stock as reported during the ten (10) trading days immediately following
the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 


(c)              
other than as provided in Section 6.2 hereof,with respect to any Private Placement Warrant or Working Capital Warrant, so long
as such Private Placement Warrant or Working Capital Warrant is held by the original holders thereof or their Permitted Transferees, as
applicable, by surrendering the Warrants to be exercised by such holder for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants surrendered for exercise by
such holder, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the
Exercise Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value”
shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day
prior to the date on which notice of exercise of such Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent;


 


(d)              
as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 


(e)              
as provided in Section 7.4 hereof.


 


3.3.2       
 Issuance of Shares of Common Stock upon Exercise. As soon as practicable after the exercise of any Warrant and the clearance
of the funds in payment of the Exercise Price (if payment is pursuant to subsection 3.3.1(a)) or the surrender of Warrants in connection
with a cashless exercise, the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable,
for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned certificate,
as applicable, for the number of shares of Common Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing,
the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation
to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying
the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations
under Section 7.4, or a valid exemption from registration is available. No Warrant shall be exercisable for cash or on a cashless
basis and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock
issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the
securities laws of the state of residence of the exercising Registered Holder of the Warrants. The Company may require holders of Public
Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4.2. If, by reason of any exercise
of warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive
a fractional interest in a share of Common Stock, the Company shall round down the number of shares of Common Stock to be issued to such
holder to the nearest whole number.


 






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3.3.3       
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and non-assessable.


 


3.3.4       
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common
Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which
the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Exercise Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment
is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share transfer
books or book-entry system are open.


 


3.3.5        Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the
exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after
giving effect to such exercise, such holder (together with such holder’s affiliates), to the Warrant Agent’s actual
knowledge, would beneficially own in excess of 9.8% (or such other amount as such holder may specify) (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes
of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such holder and its affiliates shall
include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such
sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining,
unexercised portion of the Warrant beneficially owned by such holder and its affiliates and (y) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company beneficially owned by such holder and its affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of
this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of
outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in
(1) the Company’s most recent Annual Report on Form 10-K, quarterly report on Form 10-Q, Current Report on
Form 8-K or other public filing with the Commission, as the case may be, (2) a more recent public announcement by the
Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock
outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two
(2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any
case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common
Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum
Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase
shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4.                 
Adjustments.


 


4.1             
Stock Dividends.


 


4.1.1        Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other
similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock
issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A
rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the
 “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to
the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or exercisable for the Common Stock) multiplied by
(ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by
(y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities
convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into
account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and
(ii) “Fair Market Value” means the volume weighted average price of the Common Stock as reported during the ten
(10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the
applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


4.1.2       
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to all or substantially all holders of the Common Stock on account of such
shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as
described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights
of the holders of the Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights
of the holders of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of
incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Offering Shares
in connection with the Company’s Initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete
the Initial Business Combination within 18 months from the closing of the Offering or during any extended time that the Company has
to complete the Initial Business Combination beyond such 18-month period as a result of a stockholder vote to amend the Company’s
amended and restated certificate of incorporation or with respect to any other provision relating to stockholder rights or pre-Initial
Business Combination activity or (e) in connection with the redemption of Offering Shares upon the failure of the Company to complete
the Initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being
referred to herein as an “Extraordinary Dividend”), then the Exercise Price shall be decreased, effective immediately
after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board,
in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes
of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined
on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the
365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events
referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an
adjustment to the Exercise Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50
(being 5% of the offering price of the Units in the Offering.


 


4.2             
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number
of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares
of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease
in outstanding shares of Common Stock.


 


4.3             
 Adjustments in Exercise Price.


 


4.3.1       
Whenever the number of shares of Common Stock issuable upon the exercise of the Warrants is adjusted, as provided in subsection
4.1.1 or Section 4.2 above, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock issuable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so issuable immediately thereafter.


 






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4.3.2       
If (x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable
for shares of Common Stock for capital raising purposes in connection with the closing of the Initial Business Combination at an issue
price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith
by the Company and, (i) in the case of any such issuance to the Sponsor or its affiliates without taking into account any shares
of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”),
held by the Sponsor or its affiliates, prior to such issuance, and (ii) without taking into account the transfer of shares of
Class B Common Stock or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent
reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for
the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions),
and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day
prior to the day on which the Company consummates the Initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the Exercise Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, the $18.00 per share redemption trigger price under Section 6.1 and Section 6.2 hereof
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00
per share redemption trigger price under Section 6.2 hereof will be adjusted (to the nearest cent) to be equal to the higher of
the Market Value and the Newly Issued Price.


 


4.4              Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of
such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore
issuable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised
his, her or its Warrants immediately prior to such event (the “Alternative Issuance”); provided, however,
that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of
securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other
assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted
average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that
affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by
the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption
rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation
or as a result of the redemption of shares of Common Stock by the Company if a proposed initial Business Combination is presented to
the stockholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the
maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any
successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of
Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or
associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more
than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if
such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all
of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from
and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in
this Section 4, provided, further, that if less than 70% of the consideration receivable by the holders of the
Common Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a
national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted
immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following
the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K
filed with the Commission, the Exercise Price shall be reduced by an amount (in dollars) (but in no event less than zero) equal to
the difference of (i) the Exercise Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration
(as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant
Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the
Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For
purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the
price of each share of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten
(10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed
volatility shall be the 90-day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately
prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to
the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per
share of Common Stock, and (ii) in all other cases, the amount of cash per share of Common Stock, if any, paid to holders plus
the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in
shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3
and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Exercise Price be
reduced to less than the par value per share issuable upon exercise of the Warrant.


 






    8 


     


    

 


4.5             
Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of shares of Common Stock issuable
upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise
Price resulting from such adjustment and/or the increase or decrease, if any, in the number of shares of Common Stock issuable at such
price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, or 4.4, the Company shall
give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the
Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.


 


4.6             
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 


4.7             
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Exercise Price and the same number of shares of Common Stock as is stated
in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its
sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof,
and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be
in the form as so changed.


 


4.8              Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the
Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to
effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of
such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this
Section 4.8 as a result of any issuance of securities in connection with the Initial Business Combination. The Company shall adjust
the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.9             
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an
adjustment to the conversion ratio of the Class B common stock into shares of Common Stock or the conversion of the Class B
Common Stock into shares of Common Stock pursuant to the Company’s amended and restated certificate of incorporation, as amended
from time to time.


 


5.                 
Transfer and Exchange of Warrants.


 


5.1             
Registration of Transfer. 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, properly endorsed with signatures properly guaranteed (in the case
of certificated Warrants) and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued to the transferee and the old Warrant shall be cancelled by the Warrant Agent. In
the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time
upon request.


 






    9 


     


    

 


5.2             
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the
event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants and the Working
Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent
has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must
also bear a restrictive legend.


 


5.3             
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall
result in the issuance of a Warrant certificate or book-entry position for a fraction of a warrant.


 


5.4             
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5             
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the
Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 


5.6              Transfer
of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in
which such Public Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Public Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6.1 shall have no effect on any
transfer of Public Warrants on and after the Detachment Date.


 


6.                 
Redemption.


 


6.1             
Redemption of Warrants for Cash When the Price Per Share of Common Stock Equals or Exceeds $18.00 Per Share. Subject to
Section 6.5 hereof, at any time during the Exercise Period, the Company may, at its option, redeem all (and not part) of the
outstanding Warrants at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3
below, at the price (the “Redemption Price”) of $0.01 per Warrant, provided that the last reported sale price
of the Common Stock has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof) on each
of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which
notice of the redemption is given to Registered Holders and provided that there is an effective registration statement covering
the sale of the shares of Common Stock issuable upon exercise of the Warrants and a current prospectus relating thereto is available throughout
the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has elected to require or permit the exercise
of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b).


 


6.2             
Redemption of Warrants for Cash When the Price Per Share of Common Stock Equals or Exceeds $10.00 Per Share. Subject to
Section 6.5 hereof, at any time during the Exercise Period, the Company may, at its option, redeem all (and not part) of the
outstanding Warrants at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3
below, at a Redemption Price of $0.10 per Warrant, provided that the last reported sale price of the Common Stock has been at least $10.00
per share (subject to adjustment in compliance with Section 4 hereof) on each of twenty (20) trading days within the
thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given to Registered
Holders and provided that, if the last reported sale price of the Common Stock for any twenty (20) trading days within the
thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given to Registered
Holders is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants
are also concurrently called for redemption on the same terms as the outstanding Public Warrants, and provided further that there
is an effective registration statement covering the sale of the shares of Common Stock issuable upon exercise of the Warrants and a current
prospectus relating thereto is available throughout the 30-day Redemption Period or the exercise of the Warrants on a “cashless
basis” pursuant to this Section 6.2 is exempt from registration under the Securities Act. During the 30-day Redemption Period
in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their
Warrants on a “cashless basis” and receive a number of shares of Common Stock determined by reference to the table below,
based on the Redemption Date (as defined below) (calculated for purposes of the table as the period to expiration of the Warrants (assuming
for this purpose that the Warrants expire on the date that is five (5) years after the date on which the Company completes the Initial
Business Combination)) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole
Exercise”).


 






    10 


     


    

 


Fair Market Value of Common Stock




 


	Redemption
    Date (period to expiration of warrants)	 	$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	$18.00	 
	60 months	 	0.261	 	 	0.281	 	 	0.297	 	 	0.311	 	 	0.324	 	 	0.337	 	 	0.348	 	 	0.358	 	 	0.361	 
	57 months	 	0.257	 	 	0.277	 	 	0.294	 	 	0.310	 	 	0.324	 	 	0.337	 	 	0.348	 	 	0.358	 	 	0.361	 
	54 months	 	0.252	 	 	0.272	 	 	0.291	 	 	0.307	 	 	0.322	 	 	0.335	 	 	0.347	 	 	0.357	 	 	0.361	 
	51 months	 	0.246	 	 	0.268	 	 	0.287	 	 	0.304	 	 	0.320	 	 	0.333	 	 	0.346	 	 	0.357	 	 	0.361	 
	48 months	 	0.241	 	 	0.263	 	 	0.283	 	 	0.301	 	 	0.317	 	 	0.332	 	 	0.344	 	 	0.356	 	 	0.361	 
	45 months	 	0.235	 	 	0.258	 	 	0.279	 	 	0.298	 	 	0.315	 	 	0.330	 	 	0.343	 	 	0.356	 	 	0.361	 
	42 months	 	0.228	 	 	0.252	 	 	0.274	 	 	0.294	 	 	0.312	 	 	0.328	 	 	0.342	 	 	0.355	 	 	0.361	 
	39 months	 	0.221	 	 	0.246	 	 	0.269	 	 	0.290	 	 	0.309	 	 	0.325	 	 	0.340	 	 	0.354	 	 	0.361	 
	36 months	 	0.213	 	 	0.239	 	 	0.263	 	 	0.285	 	 	0.305	 	 	0.323	 	 	0.339	 	 	0.353	 	 	0.361	 
	33 months	 	0.205	 	 	0.232	 	 	0.257	 	 	0.280	 	 	0.301	 	 	0.320	 	 	0.337	 	 	0.352	 	 	0.361	 
	30 months	 	0.196	 	 	0.224	 	 	0.250	 	 	0.274	 	 	0.297	 	 	0.316	 	 	0.335	 	 	0.351	 	 	0.361	 
	27 months	 	0.185	 	 	0.214	 	 	0.242	 	 	0.268	 	 	0.291	 	 	0.313	 	 	0.332	 	 	0.350	 	 	0.361	 
	24 months	 	0.173	 	 	0.204	 	 	0.233	 	 	0.260	 	 	0.285	 	 	0.308	 	 	0.329	 	 	0.348	 	 	0.361	 
	21 months	 	0.161	 	 	0.193	 	 	0.223	 	 	0.252	 	 	0.279	 	 	0.304	 	 	0.326	 	 	0.347	 	 	0.361	 
	18 months	 	0.146	 	 	0.179	 	 	0.211	 	 	0.242	 	 	0.271	 	 	0.298	 	 	0.322	 	 	0.345	 	 	0.361	 
	15 months	 	0.130	 	 	0.164	 	 	0.197	 	 	0.230	 	 	0.262	 	 	0.291	 	 	0.317	 	 	0.342	 	 	0.361	 
	12 months	 	0.111	 	 	0.146	 	 	0.181	 	 	0.216	 	 	0.250	 	 	0.282	 	 	0.312	 	 	0.339	 	 	0.361	 
	9 months	 	0.090	 	 	0.125	 	 	0.162	 	 	0.199	 	 	0.237	 	 	0.272	 	 	0.305	 	 	0.336	 	 	0.361	 
	6 months	 	0.065	 	 	0.099	 	 	0.137	 	 	0.178	 	 	0.219	 	 	0.259	 	 	0.296	 	 	0.331	 	 	0.361	 
	3 months	 	0.034	 	 	0.065	 	 	0.104	 	 	0.150	 	 	0.197	 	 	0.243	 	 	0.286	 	 	0.326	 	 	0.361	 
	0 months	 	—	 	 	—	 	 	0.042	 	 	0.115	 	 	0.179	 	 	0.233	 	 	0.281	 	 	0.323	 	 	0.361	 



 


The exact Fair Market Value
and Redemption Date may not be set forth in the table above, in which case, if the Fair Market Value is between two fair market values
in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for
each Warrant redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower
fair market values and the earlier and later redemption dates, as applicable, based on a 365-day year.


 


The stock prices set forth
in the column headings of the table above shall be adjusted as of any date on which the number of shares of Common Stock issuable upon
exercise of a Warrant is adjusted pursuant to Section 4. If the number of shares of Common Stock issuable upon exercise of
a Warrant is adjusted pursuant to Section 4, the adjusted stock prices in the column headings shall equal the stock prices immediately
prior to such adjustment, multiplied by a fraction, the numerator of which is the Exercise Price after such adjustment and the denominator
of which is the Exercise Price immediately prior to such adjustment. In such an event, the number of shares in the table above shall be
adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of
a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant
as so adjusted. If the Exercise Price is adjusted, (a) in the case of an adjustment pursuant to
Section 4.3.2, the adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment
multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which
is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2, the adjusted stock prices in the column headings
shall equal the stock prices immediately prior to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price
adjustment. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Common
Stock per Warrant (subject to adjustment).


 


6.3              Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1
or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of
redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the
Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed
at their last addresses as they shall appear on the Warrant Register. Any notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the Registered Holder received such notice.


 






    11 


     


    

 


6.4             
Exercise After Notice of Redemption. The Warrants may be exercised for cash (or on a “cashless basis” in accordance
with subsection 3.3.1(b), Section 6.1 or Section 6.2 of this Agreement) at any time after notice of redemption
shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. In the event that the
Company determines to require or permit all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant
to subsection 3.3.1(b), the notice of redemption shall contain the information necessary to calculate the number of shares of Common
Stock to be received upon exercise of the Warrants, including the definition of “Fair Market Value” (as such term is defined
in subsection 3.3.1(b) hereof) in such case. In connection with any redemption of the Warrants, the
Company shall provide the Registered Holders with the “Fair Market Value” (as such term is defined in subsection
3.3.1(b) hereof) no later than one (1) Business Day after the ten (10) trading day period referred
to in such definition of “Fair Market Value.” On and after the Redemption Date, the Registered Holder of the Warrants
shall have no further rights except to receive, upon surrender of the Warrants, the applicable Redemption Price.


 


6.5             
Exclusion of Private Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights provided
in Section 6.1 hereof shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of
the redemption such Private Placement Warrants or Working Capital Warrants continue to be held by the original holders thereof or their
Permitted Transferees. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to the original
holders thereof or Permitted Transferees in accordance with Section 2.6), the Company may redeem such Private Placement Warrants
or Working Capital Warrants pursuant to Section 6.1, provided that the criteria for redemption are met. Private Placement
Warrants or Working Capital Warrants that are transferred to persons other than the original holders thereof or Permitted Transferees
shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this
Agreement.


 


7.                 
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1             
No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or the election of directors of
the Company or any other matter.


 


7.2              Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may, on such terms as to indemnity or otherwise as they may, in their discretion impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost,
stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether
or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3             
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to
this Agreement.


 






    12 


     


    

 


7.4             
Registration of Common Stock Underlying the Warrants; Cashless Exercise at Company’s Option.


 


7.4.1        Registration
of the Common Stock Underlying the Warrants. The Company agrees that as soon as practicable, but in no event later than fifteen
(15) Business Days after the closing of the Initial Business Combination, it shall use its commercially reasonable efforts to
file with the Commission a post-effective amendment to the Registration Statement or a new registration statement, in the
Company’s discretion, for the registration, under the Securities Act, of the offer and sale of the shares of Common Stock
issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become
effective within 60 Business Days following the closing of the Initial Business Combination and to maintain the effectiveness of the
same, and the availability of a current prospectus relating thereto until the expiration of the Warrants in accordance with the
provisions of this Agreement. If any such post-effective amendment or registration statement has not been declared effective by the
60th Business Day following the closing of the Initial Business Combination, holders of the Public Warrants shall have the
right, during the period beginning on the 61st Business Day after the closing of the Initial Business Combination and ending
upon such post-effective amendment or registration statement being declared effective by the Commission, and during any other period
when the Company shall fail to have maintained an effective registration statement covering the sale of the shares of Common Stock
issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by paying the Exercise Price by
surrendering for exchange the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or
another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the
number of shares of Common Stock underlying the Warrant as surrendered, multiplied by the excess of the “Fair Market
Value” (as defined below) over the Exercise Price by (y) the Fair Market Value, subject, in the case of such exercise of
the Warrants during the 30-day Redemption Period for a redemption pursuant to Section 6.2, to a maximum number of shares of
Common Stock equal to the product of 0.361 and the number of Warrants surrendered for exchange. Solely for purposes of this subsection
7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the
ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant
Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is
received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless
exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the
Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a
cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and
(ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws
by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the
Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the
avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be
obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2       
Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not
listed on a national securities exchange such that, as a result, the Common Stock does not satisfy the definition of a “covered
security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require
holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the event
the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration,
under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants or to keep a current prospectus relating
thereto available, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to
register or qualify the shares of Common Stock issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence
of the exercising Public Warrant holder to the extent an exemption is not available.


 


8.                 
Concerning the Warrant Agent and Other Matters.


 


8.1             
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 






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8.2             
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1        Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of ninety (90) days after it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company),
then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company
or by such court, shall be a corporation or other entity organized and existing under the laws of the State of New York, in good
standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but
if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of
the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver
any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.


 


8.2.2       
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the Transfer Agent for the shares of Common Stock not later than the effective date of any
such appointment.


 


8.2.3       
Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be
consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 


8.3             
Fees and Expenses of Warrant Agent.


 


8.3.1       
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that
the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2       
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4             
Liability of Warrant Agent.


 


8.4.1       
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 or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Legal Officer,
Chief Operating Officer or Secretary of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 






    14 


     


    

 


8.4.2        Indemnity.
The Warrant Agent shall be liable hereunder only for its own or its representatives’ gross negligence, willful misconduct,
fraud, bad faith or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless
against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or
omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s or its
representatives’ gross negligence, willful misconduct, bad faith or material breach of this Agreement.


 


8.4.3       
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any
breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 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, other than making such adjustments
as directed by the Company; 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.


 


8.5             
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of
Common Stock through the exercise of the Warrants.


 


8.6             
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all
Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.                 
Miscellaneous Provisions.


 


9.1             
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


9.2             
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given (i) if by email, when the email is sent, or (ii) when
so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent),
as follows:


 


Southport Acquisition Corporation

1745 Grand Avenue

Del Mar, California 92014







Attention: Jeb Spencer

Email: jspencer@tvccapital.com


 






    15 


     


    

 



 


Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given
(i) if by email, when the email is sent, or (ii) when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department

Email: compliance@continentalstock.com


 


With a copy in each case to:



Freshfields Bruckhaus Deringer LLP

2710 Sand Hill Road

Menlo Park, California 94025

Attn: Sarah K. Solum

Email: sarah.solum@freshfields.com



and



BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Attn: Syndicate Department

Email: dg.ecm_execution_services@bofa.com



With a copy to the attention of ECM Legal

Email: db.ecm_legal@bofa.com


 


9.3              Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by
the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and
enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.
The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, the provisions of this Section 9.3 will not apply to suits brought to enforce any liability or duty
created by the Exchange Act or any other claim for which the federal courts of the United States of America have exclusive
jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of
and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the
scope of the forum provisions above, is filed in a court other than a court of the State of New York or the United States District
Court for the Southern District of New York (a “foreign action”) in the name of any Warrant holder, such
Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in
the State of New York in connection with any action brought in any such court to enforce the forum provisions (an
 “enforcement action”); and (y) having service of process made upon such Warrant holder in any such
enforcement action by service upon such Warrant holder’s counsel in the foreign action as agent for such Warrant holder.


 






    16


     


    

 


9.4             
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any
person, corporation or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim
under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and
their successors and assigns and of the Registered Holders of the Warrants.


 


9.5             
Compliance and Confidentiality. The Warrant Agent shall perform its duties under this Agreement in compliance with all applicable
laws and keep confidential all information relating to this Agreement and, except as required by applicable law, shall not use such information
for any purpose other than the performance of the Warrant Agent’s obligations under this Agreement.


 


9.6             
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the Borough of Manhattan, City and State of New York, 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.


 


9.7             
Counterparts; Electronic Signatures. 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.


 






    17


     


    

 





9.8             
 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not
affect the interpretation thereof.


 


9.9             
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose
of curing any ambiguity, mistake (including to conform this Agreement to the description thereof in the Prospectus) or curing, correcting
or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions
arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest
of the Registered Holders. All other modifications or amendments, including any amendment to increase the Exercise Price or shorten the
Exercise Period, shall require the vote or written consent of the Registered Holders of a majority of the then outstanding Public Warrants
and, solely with respect to any amendment to the terms of, or any provisions of this Agreement with respect to, the Private Placement
Warrants or Working Capital Warrants, shall require the vote or written consent of the Registered Holders of a majority of the then outstanding
Private Placement Warrants or Working Capital Warrants, as applicable. Notwithstanding the foregoing, the Company may lower the Exercise
Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent
of the Registered Holders.


 


9.10         
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A – Form of Warrant Certificate


Exhibit B – Legend – Private
Placement Warrants


 


[Signature page follows]


 






    18


     


    

 





IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	SOUTHPORT ACQUISITION CORPORATION
	 	 
	 	By: 	/s/ Jeb Spencer
	 	 	Name: Jeb Spencer
	 	 	Title: Chief Executive Officer 
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST
    COMPANY, as Warrant Agent
	 	 
	 	By:	/s/ Erika Young
	 	 	Name: Erika Young 
	 	 	Title: Vice President



 


[Signature Page to Warrant
Agreement]


 






     


     


    

 





EXHIBIT A


 


Form of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


SOUTHPORT ACQUISITION CORPORATION

Incorporated Under the Laws of the State of Delaware


 


CUSIP 84465L 113


 


Warrant Certificate


 


This Warrant Certificate
certifies that _________________, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (the “Common
Stock”), of Southport Acquisition Corporation, a Delaware corporation (the “Company”). Each Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company
that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company
will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder. The
number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
set forth in the Warrant Agreement.


 






    A-1


     


    

 





The initial Exercise Price
per share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth
in the Warrant Agreement.


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 









    A-2


     


    

 


	 	SOUTHPORT ACQUISITION CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name: Jeb Spencer
	 	 	Title: Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:



 






    A-3


     


    

 


[Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common
Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of December 9, 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent
(the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder
of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (a)(i) a registration
statement covering the issuance of the shares of Common Stock to be issued upon exercise is effective under the Securities Act, and (ii) a
prospectus thereunder relating to the shares of Common Stock is current or (b) a valid exemption from registration is available,
except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the
face hereof may, subject to certain conditions, be adjusted.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 






    A-4


     


    

 


Upon due presentation
for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any
tax or other governmental charge imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 









    A-5


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment
for such shares of Common Stock to the order of Southport Acquisition Corporation (the “Company”) in the amount
of $______ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered
in the name of __________________, whose address is ________________________ and that such shares of Common Stock be delivered to ___________________
whose address is ____________. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered
in the name of __________________, whose address is ________________________ and that such Warrant Certificate be delivered to _______________,
whose address is ___________.


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Sections 6.1 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Sections 6.4 and 3.3.1(b) of the Warrant Agreement, the number of shares of Common Stock that
this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) of the Warrant Agreement.


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects
to exercise its Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable for shall
be determined in accordance with Section 6.2 of the Warrant Agreement.


 


In the event that the Warrant
is a Private Placement Warrant or Working Capital Warrant that is to be exercised on a “cashless” basis pursuant to subsection
3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in
accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares
of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the
Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of
Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant
Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned
hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions
of the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock
purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares of Common Stock be registered in the name of __________, whose address is
______________ and that such Warrant Certificate be delivered to ______________, whose address is ______________.


 


[Signature Page Follows]


 






    A-6


     


    

 





	Date:                     , 20	 
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)
	 	 
	Signature Guaranteed:	 



 





 






THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).


 






    A-7


     


    

 





EXHIBIT B

LEGEND


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED
IN THE LETTER AGREEMENT BY AND AMONG SOUTHPORT ACQUISITION CORPORATION (THE “COMPANY”), SOUTHPORT ACQUISITION SPONSOR LLC
AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS
THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES THE INITIAL BUSINESS COMBINATION (AS DEFINED IN THE WARRANT AGREEMENT
REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE
SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS
CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 






    B-1