Exhibit
        10.6 

   

  

  THIS
      PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION
      OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO
      THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

   

  PROMISSORY
      NOTE

   

  	Principal Amount: up to $300,000	Dated as of March 31, 2021


  (as set forth on the Schedule of Borrowings attached hereto)

   

  PROOF
      Acquisition Corp I, a Delaware corporation and blank check company (the “Maker”), promises to pay to the order
      of PROOF Acquisition Sponsor I, LLC, Delaware limited liability company, or its registered assigns or successors in interest (the
      “Payee”), or order, the principal sum of up to three hundred thousand U.S. dollars ($300,000) (as set forth
      on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and conditions described
      below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined
      by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions
      of this Note.

   

  1.            Principal. The principal
      balance of this Note shall be payable on the earlier of: (i) March 31, 2022 or (ii) the date on
      which Maker consummates an initial public offering of its securities (the “IPO”). The principal balance may
      be prepaid at any time.

   

   2.            Interest. No interest
      shall accrue on the unpaid principal balance of this Note.

   

  3.            Application of Payments. All
      payments shall be applied first to payment in full of any costs incurred in the collection
      of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of
      any late charges and finally to the reduction of the unpaid principal balance of this Note.

   

   4.            Events of Default. The
      following shall constitute an event of default (“Event of Default”):

   

  (a)         Failure to Make Required Payments.
      Failure by Maker to pay the principal amount due pursuant to this Note within five (5)
      business days of the date specified above.

   

  (b)         Voluntary Bankruptcy, Etc. The
      commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
      rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
      assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
      the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
      become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

   

  (c)         
      Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
      in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or
      appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial
      part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order
      unstayed and in effect for a period of 60 consecutive days.

   

  
     

    
      

    

  

   

  5.
               Remedies.

   

  (a)         
      Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare
      this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable
      thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of
      which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

   

  (b)         
      Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of
      this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in
      all cases without any action on the part of Payee.

   

  6.            Waivers. Maker and all
      endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand,
      notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings
      instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
      laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
      levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
      and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
      execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

   

  7.            Unconditional Liability. Maker
      hereby waives all notices in connection with the delivery, acceptance, performance, default,
      or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability
      of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification
      granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may
      be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,
      guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

   

  8.            Notices. All notices,
      statements or other documents which are required or contemplated by this Agreement shall be: (i)
      in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile
      or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such
      party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic
      mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such
      party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered
      personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one
      (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

   

  
     

    
      

    

  

   

  9.             Construction. THIS NOTE SHALL
      BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT
      REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

   

  10.           Severability. Any provision
      contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to
      such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
      hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
      in any other jurisdiction.

   

  11.           Trust Waiver. Notwithstanding
      anything herein to the contrary, the Payee hereby waives any and all right, title, interest
      or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in
      which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds
      of the sale of the warrants issued in a private placement to occur prior to the consummation of the IPO are to be deposited, as
      described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission
      in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against
      the trust account for any reason whatsoever.

   

  12.           Amendment; Waiver. Any
      amendment hereto or waiver of any provision hereof may be made with, and only with, the written
      consent of the Maker and the Payee.

   

  13.           Assignment. No assignment or
      transfer of this Note or any rights or obligations hereunder may be made by any party hereto
      (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without
      the required consent shall be void.

   

  IN
        WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned
      as of the day and year first above written.

   

  

  	 	PROOF Acquisition Corp I
	 	a Delaware corporation
	 	 
	 	
	 	By: John C. Backus, Jr.
	 	Title: President and Chief Executive Officer
	 	 


   

  
     

    
      

    

  

   

  SCHEDULE
      OF BORROWINGS

   

  The
      following increases or decreases in this Promissory Note have been made:

   

  

  	Date of Increase or Decrease	 	
          Amount
              of decrease in Principal 

          Amount
              of this Promissory Note 

        	 	
          Amount
              of increase in Principal 

          Amount
              of this Promissory Note 

        	 	Remaining Principal Balance