Exhibit 10.7

   

  

  PROOF ACQUISITION
    CORP I 

  11911 Freedom Drive,
      Suite 1080 

  Reston, Virginia 20190

   

  March 31, 2021

   

  PROOF Acquisition Sponsor I, LLC

  11911 Freedom Drive, Suite 1080 

  Reston, Virginia 20190

   

  		RE:	Securities Subscription Agreement


   

  Gentlemen:

   

  This agreement
    (this “Agreement”) is entered into on March 31, 2021 by and between PROOF Acquisition Sponsor I, LLC, a Delaware
    limited liability company (the “Subscriber” or “you”), and PROOF Acquisition Corp I, a Delaware
    corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber
    has made to subscribe for and purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”),
    up to 750,000 of which are subject to forfeiture by you if the underwriter of the initial public offering (“IPO”)
    of the Company does not fully exercise their over-allotment option (the “Over-allotment Option”). The Company
    and the Subscriber’s agreements regarding such Shares are as follows:

   

  1.            Subscription and Purchase
      of Securities. For the sum of $25,000 (the “Purchase Price”), which
    the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes
    for and purchases the Shares from the Company, 750,000 of which are subject to forfeiture, on the terms and subject to the conditions
    set forth in this Agreement.

   

   2.            Representations, Warranties and Agreements.

   

  2.1        
     Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the
    Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

   

  2.1.1           
    No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon
    or made any recommendation or endorsement of the offering of the Shares.

   

  2.1.2           
    No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of
    the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the limited liability company
    agreement of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute,
    rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.

   

  2.1.3            Organization
      and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the
    laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this
    Agreement. Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of Subscriber,
    enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by
    applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights
    generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or
    in equity).

   

  
     

    
      

    

  

   

  2.1.4           
    Experience, Financial Capability, and Suitability. Subscriber is: (i) sophisticated in financial matters and is able
    to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in
    the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below)
    and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is
    available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect
    its own interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective
    registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber
    is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment
    in the Shares.

   

  2.1.5           
    Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber
    has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in
    the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional
    information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has
    relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s
    own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person
    has been authorized to give any information or to make any representations which were not furnished pursuant to this Section
      2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written
    or oral, relating to the Company, its operations and/or its prospects.

   

  2.1.6            Regulation
      D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
    Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale
    contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the
    meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.

   

  2.1.7           
    Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s
    own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination
    thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising
    within the meaning of Rule 502 under the Securities Act.

   

  2.1.8            Restrictions
      on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a public
    offering within the meaning of the Securities Act. Subscriber understands the Shares will be
    “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands
    that the certificates or book entries representing the Shares will contain a legend in respect of such restrictions. If in
    the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered,
    resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available
    exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be
    made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of
    counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares.
    Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber
    for the resale of the Shares until one year following consummation of the initial business combination of the Company,
    despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer
    restrictions.

   

  
     

    
      

    

  

   

  2.1.9           
    No Governmental Consents. No governmental, administrative or other third-party consents or approvals are required
    or necessary on the part of Subscriber in connection with the transactions contemplated by this Agreement.

   

  2.2    
          Company’s Representations, Warranties, and Agreements. To induce the Subscriber to subscribe
    for and purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:

   

  2.2.1           
    Incorporation and Corporate Power. The Company is a Delaware corporation incorporated, validly existing 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. Upon execution and delivery by the Company,
    this Agreement will be a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with
    its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar
    laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of
    whether enforcement is sought in a proceeding at law or in equity).

   

  2.2.2           
    No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the
    transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation
    or Bylaws of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute,
    rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.

   

  2.2.3           
    Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will
    be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms
    hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any
    kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions
    under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

   

  2.2.4           
    No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting
    the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated
    by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other
    relief in connection with any transactions.

   

   3.            Forfeiture of Shares.

   

  3.1     Partial
      or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to
    the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges
    and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro
    rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the
    Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares (not
    including shares of common stock issuable upon exercise of any warrants or any shares of common stock purchased by Subscriber
    in the Company’s IPO or in the aftermarket) equal to 20% of the issued and outstanding Shares immediately following the
    IPO.

   

  
     

    
      

    

  

   

  3.2         
    Termination of Rights as Stockholder. If any of the Shares are forfeited in accordance with this Section 3,
    then after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such Shares, and
    the Company shall take such action as is appropriate to cancel such Shares.

   

  4.            Waiver of Liquidation
      Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this
    Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the
    Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which
    substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation
    of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in
    the event the Subscriber purchases shares of common stock in the IPO or in the aftermarket, any additional Shares so purchased
    shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right
    to redeem any shares of common stock into funds held in the Trust Account upon the successful completion of an initial business
    combination.

   

   5.            Restrictions on Transfer.

   

  5.1        
    Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly
    known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company,
    Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior
    thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with
    respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel
    reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration
    under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable
    state securities laws.

   

  5.2         
    Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as
    follows:

   

  “THE
    SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
    SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
    OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH
    ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”

   

  “THE
    SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
    DISPOSED DURING THE TERM OF THE LOCKUP.”

   

  5.3          Additional
      Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an
    extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a
    recapitalization or a similar transaction affecting the Company’s outstanding Shares without receipt of
    consideration, any new, substituted or additional securities or other property which are by reason of such transaction
    distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible
    shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the
    distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section
      5 and Section 3.

   

  
     

    
      

    

  

   

  5.4         
    Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the
    registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are
    registered pursuant to a Registration Rights Agreement to be entered into with the Company prior to the closing of the IPO.

   

   6.            Other Agreements.

   

  6.1         
    Further Assurances. Subscriber agrees to execute such further instruments and to take such further action as may
    reasonably be necessary to carry out the intent of this Agreement.

   

  6.2          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.

   

  6.3          Entire Agreement. This
    Agreement, together with that certain Insider Letter to be entered into between Subscriber
    and the Company, substantially in the form to be filed as an exhibit to the Registration Statement on Form S-1 associated with
    the Company’s IPO, embodies the entire agreement and understanding between the Subscriber and the Company with respect to
    the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter
    hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall
    affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

   

  6.4         
    Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written
    agreement executed by all parties hereto.

   

  6.5        
    Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom
    granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver
    or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this
    Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose
    for which it was given, and shall not constitute a continuing waiver or consent.

   

  6.6         
    Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the
    prior written consent of the other party.

   

  6.7         
    Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding
    on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing
    in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity
    shall be regarded as a third-party beneficiary of this Agreement.

   

  
     

    
      

    

  

   

  6.8         
    Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance
    with and governed by the laws of Delaware applicable to contracts wholly performed within the borders of such state, without giving
    effect to the conflict of law principles thereof.

   

  6.9         
    Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion
    thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed
    limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect.
    In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions
    of this Agreement shall nevertheless remain in full force and effect.

   

  6.10       
    No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or
    remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right,
    power or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto,
    nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any
    other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by
    a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand
    on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or
    further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice
    or demand to any other or further action in any circumstances without such notice or demand.

   

  6.11       
    Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this
    Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution
    and delivery hereof and any investigations made by or on behalf of the parties.

   

  6.12       
    No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other
    financial consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such
    a way as to create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from
    any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming
    to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such
    claim.

   

  6.13       
    Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience
    of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

   

  6.14       
    Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall
    be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
    to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is
    delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation
    of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page
    were an original thereof.

   

  6.15       
    Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If
    an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties
    hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any
    provision of this Agreement. The words “include,”
    “includes,” and “including” will be deemed to be followed by “without limitation.”
    Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form
    will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
    “herein,” “hereof,” “hereby,” “hereunder,” and words
    of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties
    hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
    hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another
    representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which
    such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first
    representation, warranty, or covenant.

   

  
     

    
      

    

  

   

  6.16      
    Mutual Drafting. This Agreement is the joint product of the Subscriber 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.

   

  7.            Voting and Tender of
      Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that
    the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption or repurchase
    with respect to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented
    to the Company’s stockholders in connection with an initial business combination negotiated by the Company.

   

  If the foregoing accurately
    sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.

   

  

  	 	Very truly yours,
	 	
          PROOF ACQUISITION CORP I

          

        
	 	 
	 	
	 	By: John C. Backus, Jr.
	 	Title: President and Chief Executive Officer


   

  

  	Accepted and agreed as of the date first written above.	 
	 	 
	PROOF ACQUISITION SPONSOR I, LLC	 
	By PROOF Sponsor Management, LLC

            Its Manager	 
	 	 
		 
	By: Steven P. Mullins
        	 
	Title: Managing Member