Exhibit
4.3


 


[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


 


PROOF
Acquisition Corp I





Incorporated
Under the Laws of the State of Delaware


 


CUSIP
[


 


Warrant
Certificate


 


This
Warrant Certificate certifies that [               ],
or registered assigns, is the registered holder of [              ]
warrant(s) (the “Warrants” and each, a “Warrant”) to purchase shares of Class
A common stock, $0.0001 par value per share (“Common Stock”), of PROOF Acquisition Corp I, 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 nonassessable 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. Fractional shares shall not
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 shall, 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 as set forth in the Warrant Agreement.


 


The
initial Exercise Price per one 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 as 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.


 



 










 





	 	 	 
	 	PROOF ACQUISITION CORP I
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 



2 










 


[Form
of Warrant Certificate]


 


[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               , 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
(i) a registration statement covering 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, 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.
If, upon exercise of a Warrant,
the holder thereof would be entitled to receive a fractional interest in a share of Common Stock,
the Company shall, upon exercise
, round
down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.


 


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.


 


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.


 



3 










 


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 PROOF Acquisition Corp I
(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 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 subsection 3.3.l(c) or Section 6.2 of the
Warrant Agreement, as applicable.


 


In
the event that the Warrant is a Private Placement 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 detennined in accordance with subsection 3.3.l(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]


 



4 










 


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 UNDER
THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED).


 


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