Exhibit
10.5 


 





FORM
OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSOR


  


PROOF
Acquisition Corp I

11911 Freedom Drive, Suite 1080

Reston, VA 20190


 


                ,
2021 


 


PROOF
Acquisition Sponsor I, LLC

11911 Freedom Drive, Suite 1080

Reston, VA 20190


 


Ladies
and Gentlemen:


 


This
letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the
registration statement (the “Registration Statement”) for the initial public offering (the “IPO”)
of the securities of PROOF Acquisition Corp I (the “Company”) and continuing until the earlier of (i) the
consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as
described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”),
PROOF Acquisition Sponsor I, LLC (the “Sponsor”) shall take steps directly or indirectly to make available
to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time,
situated at 11911 Freedom Drive, Suite 1080, Reston, VA 20190 (or any successor location). In exchange therefore, the Company
shall pay the Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination
Date. The Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”)
in or to any monies that may be set aside in a trust account (the “Trust Account”) that may be established
upon the consummation of the IPO and hereby irrevocably waives any Claim it may have in the future as a result of, or arising
out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any
reason whatsoever.


 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by the parties hereto.


 


The
parties may not assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent
of the other party.


 


This
letter agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New
York, without giving effect to its choice of laws principles that will apply the laws of another jurisdiction.

 



 










 

This
letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of this letter agreement.


 


[Signature
Page Follows]

 



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	 	Very truly yours,
	 	 
	 	PROOF ACQUISITION CORP I
	 	 
	 	By:	         
	 	Name:
	 	Title:



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	PROOF ACQUISITION SPONSOR I, LLC	 
	 	 
	By:	            	 
	Name:	 
	Title:	 






 


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