Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of December 9, 2021, by and between Southport Acquisition Corporation,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation
(the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-261370 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists 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,
each whole warrant entitling the holder thereof to purchase one share of Common Stock, subject to adjustment (as described in the Prospectus)
(such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date
hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company
has entered into an Underwriting Agreement, dated December 9, 2021 (the “Underwriting Agreement”), with BofA Securities,
Inc. (the “Underwriter”);


 


WHEREAS, as described
in the Prospectus, $204,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting
Agreement) (or $234,600,000 if the Underwriter’s over-allotment option is exercised in full) will be delivered to the Trustee to
be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company, the holders of the Common Stock included in the Units issued in the Offering and the Underwriter as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
 “Property,” the stockholders for whose benefit the Trustee shall hold the Property are referred to as the “Public
Stockholders,” and the Public Stockholders, the Company and the Underwriter are referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriter’s over-allotment option
is exercised in full (the “Deferred Discount”), is attributable to deferred underwriting discounts and commissions
that will be payable by the Company to the Underwriter upon and concurrently with the consummation of a Business Combination (as defined
below); and


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the
Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.                 
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)               Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account, which Trust Account
shall be established by the Trustee at a branch office of J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank
with consolidated assets of $100 billion or more) located in the United States, and at a brokerage institution selected by the
Trustee that is reasonably satisfactory to the Company;


 






     


     


    

 


(b)              
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)              
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company
Act”), having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2),
(d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S.
government treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being
understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;
and while account funds are invested or uninvested, the Trustee may earn bank credits or other consideration during such periods;


 


(d)              
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)              
Promptly notify the Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)               
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with
the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation
or completion of the audit of the Company’s financial statements by the Company’s auditors;


 


(g)              
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h)              
Render to the Company, and to such other person as the Company may instruct, monthly written statements of the activities of, and
amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i)                 Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or
Secretary or other authorized person of the Company and complete the liquidation of the Trust Account and distribute the Property in
the Trust Account, including interest earned on funds held in the Trust Account (net of amounts withdrawn in accordance with this
Agreement and, in the case of a Termination Letter in the form of Exhibit B hereto, less up to $100,000 of interest that may be
released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to
therein, or (y) the date which is the later of (1) 18 months after the closing of the Offering and (2) such later date as may be
approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of
incorporation, as the same may be amended (the “Certificate of Incorporation”), if a Termination Letter has not
been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the
procedures set forth in the Termination Letter attached hereto as Exhibit B and the Property in the Trust Account, including
interest earned on funds held in the Trust Account (net of amounts withdrawn in accordance with this Agreement and less up to
$100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public
Stockholders of record as of such date;


 






     


     


    

 


(j)                
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the
Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result
of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by
electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority;
provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the
Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution,
so long as such distribution shall not result in a reduction in the principal amount per share initially deposited in the Trust Account;
provided, further, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution
shall be accompanied by a copy of the franchise tax bill from the relevant taxing authority for the Company (it being acknowledged and
agreed that no amount in excess of interest income earned on the Property shall be payable from the Trust Account). The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall
have no responsibility to look beyond said request;


 


(k)              
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), distribute on behalf of the Company the amount
requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a
stockholder vote to approve an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the shares of
Common Stock included in the Units issued in the Offering (such shares, the “Public Shares”) if the Company has not
consummated an initial Business Combination within such time as is described in the Certificate of Incorporation or (ii) with respect
to any other material provision relating to stockholders’ rights or pre-initial Business Combination activity. The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee
shall have no responsibility to look beyond said request; and


 


(l)                
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k)
above.


 


2.                 
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)              
 Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial
Officer or Secretary or another authorized person of the Company. In addition, except with respect to its duties under Sections 1(i),
1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above
to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 






     


     


    

 


(b)              
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable
and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee
in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee
involving any claim, or in connection with any claim or demand, which arises out of or relates to this Agreement, the services of the
Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s,
or its representatives’ gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand
or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this
Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall
obtain the consent of the Company with respect to the selection of counsel; provided, further that the Company may conduct
and manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to mount such a defense. The
Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company. The Company may participate in
any such action with its own counsel;


 


(c)              
Pay the Trustee the fees set forth on Schedule A hereto, including an initial set-up fee, annual administration fee, and
transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that
the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Section 1(i) hereof.
The Company shall pay the Trustee the initial set-up fee and the first annual administration fee at the consummation of the Offering.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule
A and as may be provided in Section 2(b) hereof;


 


(d)              
In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting
verifying the vote of such stockholders regarding such Business Combination;


 


(e)              
Unless otherwise agreed between the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in a form substantially similar to that attached hereto as Exhibit A expressly
provides that the Deferred Discount is paid directly to the accounts as directed by the Underwriter;


 


(f)               
 Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the
Trustee to make any distributions that are not permitted under this Agreement; and


 






     


     


    

 


(g)              
Within four (4) business days after the Underwriter exercises its over-allotment option in connection with the Offering (or any
unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of
the Deferred Discount, which shall in no event be less than $7,000,000.


 


3.                 
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)              
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;


 


(b)              
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no
liability to any party under this Agreement except for liability arising out of the Trustee’s, or its representatives’, gross
negligence, fraud or willful misconduct;


 


(c)              
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident
thereto;


 


(d)              
Refund any depreciation in principal of any Property;


 


(e)              
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)               
The Company or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the Trustee’s best judgment, except for the Trustee’s, or its representatives’, gross negligence, fraud
or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as
to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care,
to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;


 


(g)              
Verify the accuracy of the information contained in the Registration Statement;


 






     


     


    

 


(h)              
 Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 


(i)                
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the
Property;


 


(j)                
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and
activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but
not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)              
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) and 1(k) hereof.


 


4.                 
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.                 
Termination. This Agreement shall terminate as follows:


 


(a)              
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account and any other reasonable transfer requests that the Company may
make, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a
successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application
to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District
of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;


 


(b)              
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b); or


 


(c)               If
the Offering is not consummated within ten business days of the date of this Agreement, in which case any funds received by the
Trustee from the Company or Southport Acquisition Sponsor LLC, as applicable, shall be returned promptly following the receipt by
the Trustee of written instructions from the Company.


 






     


     


    

 


6.              
Miscellaneous.


 


(a)              
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s,
or its representatives’, gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the funds.


 


(b)              
This Agreement shall be governed by and construed and enforced in accordance with 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. This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)              
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Subject to Section 6(d), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct
a typographical error) by a writing signed by each of the parties hereto.


 


(d)              
Sections 1(i), 1(j) and 1(k) hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with
the Consent of the Stockholders. For purposes of this Section 6(d), the “Consent of the Stockholders” means
receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s
stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended
(“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common
Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of
such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise properly indicated his
election to redeem his Public Shares in connection with a stockholder vote sought to amend this Agreement, including a corresponding change
to the Certificate of Incorporation. Except for any liability arising out of the Trustee’s, or its representatives’, gross
negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector of elections referenced
above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 


(e)               The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 






     


     


    

 


(f)               
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Southport Acquisition Corporation

1745 Grand Avenue

Del Mar, California 92014

Attn: Jeb Spenccer

Email: jspencer@tvccapital.com


 


in each case, with copies to:


 


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


 


and


 


Freshfields Bruckhaus Deringer US LLP

2710 Sand Hill Road



Menlo Park, California 94025

Attn.: Sarah K. Solum

Email: Sarah.Solum@freshfields.com


 


(g)               Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance.


 






     


     


    

 


(h)              
Each of the Company and the Trustee hereby acknowledges and agrees that the Underwriter is a third party beneficiary of this Agreement.


 


(i)                
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(j)                
The Trustee 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 Trustee’s obligations under this Agreement.


 


(k)              
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.


 


(l)                
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. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


[Signature Page Follows]


 



     


     


    




 


IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name: Francis Wolf
	 	 	Title: Vice President
	 	 	 
	 	SOUTHPORT ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Jeb Spencer
	 	 	Name: Jeb Spencer
	 	 	Title: Chief Executive Officer



 






     


     


    

 


SCHEDULE A


 


	Fee Item	Time and method of payment	Amount
	Initial set-up fee.	Initial closing of Offering by wire transfer.	$ 3,500.00
	Trustee administration fee	Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	$ 10,000.00
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	Billed to Company following disbursement made to Company under Section 1	$ 250.00
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	Prevailing rates


 






    Sch. A-1


     


    

 


EXHIBIT A

Southport Acquisition Corporation

  


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Southport Acquisition Corporation (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of December 9, 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [insert name] (the “Target Business”) to
consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The
Company shall notify you at least seventy-two (72) hours (or such shorter time period as you may agree) in advance of the actual date
of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account such that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date (including as directed to it by the Underwriter) (with respect to the Deferred Discount). It is
acknowledged and agreed that while the funds are on deposit in the Trust Account awaiting distribution, the Company will not earn any
interest or dividends.


 


On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be
consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the
 “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer of the
Company (the “Vote Verification Certificate”), which verifies either that (i) the Business Combination has been
approved by a vote of the Company’s stockholders, if a vote is held or (ii) no vote of the Company’s stockholders for
the approval of the Business Combination is required and none has been held and (b) a joint written instruction signed by the
Company and the Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed
to Public Stockholders who have properly exercised their redemption rights and payment of amounts of the Deferred Discount to the
account or accounts directed by the Underwriter from the Trust Account (the “Instruction Letter”). You are hereby
directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification, the Vote
Verification Certificate and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that
certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the
Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be
distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be
terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following such original Consummation Date as set forth in such notice as soon thereafter as possible.


 






    Ex. A-1


     


    

 


	 	Very truly yours,
	 	 	 
	 	Southport Acquisition Corporation
	 	 
	 	By:	 
	 	 	Name: Jeb Spencer
	 	 	Title: Chief Executive Officer


cc: BofA Securities, Inc.


 






    Ex. A-2


     


    

 


EXHIBIT B

Southport Acquisition Corporation






 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Termination Letter


 


DearMr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Southport Acquisition Corporation (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of December 9, 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a Business Combination within the time frame specified in the Certificate
of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and keep the total proceeds thereof
in the Trust Account to await distribution to the Public Stockholders. The Company has selected [insert completion deadline]1
as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation
proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Public Stockholders in accordance with the terms of the Trust Agreement and the Certificate of Incorporation. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Southport Acquisition Corporation
	 	 
	 	By:	 
	 	 	Name: Jeb Spencer
	cc: BofA Securities, Inc.	 	Title: Chief Executive Officer  




 





 






1 18 months from the closing of the
Offering or at a later date, if extended.


 






    Ex. B-1


     


    

 


EXHIBIT C

Southport Acquisition Corporation



 





Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Southport Acquisition Corporation (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of December 9, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $[___________] of the interest income earned on the Property as of the date
hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 	 
	 	Southport Acquisition Corporation
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: Jeb Spencer
	 	 	Title: Chief Executive Officer


 


cc: BofA Securities, Inc.


 






    Ex. C-1


     


    

 


EXHIBIT D

Southport Acquisition Corporation



 





Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Stockholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k)
of the Investment Management Trust Agreement between Southport Acquisition Corporation (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of December 9, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver $[__________] of the principal and interest income earned on the Property as of the date
hereof to the Public Stockholders who have properly elected to have their Public Shares redeemed by the Company as described below. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay the Public Stockholders who have properly elected to have their Public Shares redeemed by the Company in connection with a stockholder
vote to approve an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the
Company has not consummated its initial Business Combination within such time as is described in the Certificate of Incorporation or (B)
with respect to any other material provision relating to stockholders’ rights or pre-initial Business Combination activity. As such,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming
Public Stockholders.


 


	 	Very truly yours,
	 	 	 
	 	Southport Acquisition Corporation
	 	 
	 	By:	 
	 	 	Name: Jeb Spencer
	 	 	Title: Chief Executive Officer


 


cc: BofA Securities, Inc.


 






    Ex. D-1