Exhibit
10.3


 


FORM
OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSOR 





 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein,
this “Agreement”), dated as of [●], 2021, is entered into by and between PROOF Acquisition Corp
I, a Delaware corporation (the “Company”), and PROOF Acquisition Sponsor I, LLC, a Delaware limited
liability company (the “Purchaser”).


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (each, a “Share”),
and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of
$11.50 per Share, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange
Commission (the “SEC”), File Number 333-[ ], under the Securities Act of 1933, as amended (the “Securities
Act”).


 


WHEREAS,
the Purchaser has agreed to purchase an aggregate of 11,500,000 warrants (plus up to 1,725,000 additional redeemable warrants
if the underwriters in the Public Offering exercises their option to purchase additional units in full) (the “Private
Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price
of $11.50 per Share, at a price of $1.00 per warrant, subject to adjustment.


 


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


 


AGREEMENT


 


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


 


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


 


		A.	Purchase
                                         and Sale of the Private Placement Warrants.



 


(i)    On
the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, 11,500,000 Private Placement Warrants at a price
of $1.00 per warrant for an aggregate purchase price of $11,500,000 (the “Purchase Price”). The Purchaser
shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i)$[ ] to the Company
at a financial institution to be chosen by the Company, and (ii) $[ ] to the trust account maintained by Continental Stock Transfer
& Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s
wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt
of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private
Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery
in book-entry form.


 


(ii)   On
the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such
earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Option Closing Date”,
and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall
issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 1,725,000 Private Placement Warrants
(or, to the extent the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants
in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up
to $1,725,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance
with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one (1)
business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately
prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on
such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 



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		B.	Terms
                                         of the Private Placement Warrants.



 


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


 


(ii)   On
the IPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder rights agreement (the “Registration
and Stockholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser
relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 


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


 


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


 


		B.	Authorization;
No Breach.



 


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


 


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


 



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


 


D.    Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


E.    Regulation
D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or
beneficial stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant
to Rule 506(d) of Regulation D under the Securities Act.


 


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


 


A.    Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


		B.	Authorization;
No Breach.



 


(i)    This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)   The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or
agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion
of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any
agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the
date hereof under federal or state securities laws.


 


		C.	Investment
Representations.



 


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


 


(ii)    The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and
the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act.


 



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


 


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


 


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


 


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


 


(vii)    The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Stockholder
Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser
understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both
before and after an initial Business Combination, are deemed to be “underwriters” under the Securities
Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities
Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such
Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration
requirements of the Securities Act.


 


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


 


(ix)     The
Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant
Agreement.


 


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


 


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


 



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


 


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


 


D.   Warrant
Agreement and Registration and Stockholder Rights Agreement. The Company shall have entered into the Warrant Agreement, in
the form of Exhibit A hereto, and the Registration and Stockholder Rights Agreement, in the form of Exhibit B hereto, in each
case on terms satisfactory to the Purchaser.


 


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


 


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


 


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


 


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


 


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


 


E.   Warrant
Agreement. The Company shall have entered into the Warrant Agreement.


 


Section
6. Miscellaneous.


 


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


 


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


 


C.   Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement
transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing.


 



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


 


E.   Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall
be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the laws of another jurisdiction.


 


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


 


[Signature
Page Follows]


 



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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement.


 


	 	COMPANY:
	 	 
	 	PROOF ACQUISITION CORP I
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	PURCHASER:
	 	 	 
	 	PROOF ACQUISITION SPONSOR I,
    LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature
Page to Private Placement Warrants Purchase Agreement]


 



 










 



EXHIBIT
A


 


Warrant
Agreement


 


[Exhibit
A to Private Placement Warrants Purchase Agreement]


 



 










 


EXHIBIT
B


 


Registration
and Stockholder Rights Agreement 


 


[Exhibit
B to Private Placement Warrants Purchase Agreement]