Exhibit 4.1

    

    
      

      

      WARRANT AGREEMENT

       

    

    
      This agreement (“Agreement”) is made as of November 30, 2021 between PROOF Acquisition Corp I, a Delaware corporation, with offices at 11911 Freedom Drive, Suite 1080,
        Reston, VA 20190 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also
        referred to herein as the “Transfer Agent”).

       

      WHEREAS, the Company is engaged in a public offering (“Public Offering”) of up to 24,000,000 units (including up to 27,600,000 units subject to the Over-allotment Option (as
        defined below)) (“Public Units”), each Public Unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half of one warrant, where each warrant entitles the holder to
        purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver up to 12,000,000 warrants (including up to 13,800,000 warrants subject to the
        Over-allotment Option) (the “Public Warrants”) to the public investors in connection with the Public Offering; and

       

      WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-261015 (“Registration Statement”),

        and a prospectus (the “Prospectus”) for the registration, under the Securities Act of 1933, as amended (“Act”), of the Public Units, the Public Warrants and the Common Stock included in the Public Units; and

       

      WHEREAS, the Company has received binding commitments from PROOF Acquisition Sponsor I, LLC (the “Sponsor”) and certain other parties to purchase up to an aggregate of
        13,240,000 warrants (including up to 15,226,000 warrants subject to the Over-allotment Option) (the “Private Warrants”) bearing the legend set forth in Exhibit B hereto, in a private placement transaction to occur simultaneously with the
        consummation of the Public Offering; and

       

      WHEREAS, the Company may issue up to an additional 1,500,000 warrants (“Working Capital Warrants”) at the price of $1.00 per warrant in satisfaction of certain working
        capital loans the Sponsor or the Company’s officers, directors, initial stockholders (as defined in the Prospectus) or their affiliates may, but are not obligated to, make to the Company; and

       

      WHEREAS, following consummation of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and together with the Public Warrants, Private Warrants
        and Working Capital Warrants, the “Warrants”) in connection with, or following the consummation by the Company of, a Business Combination (defined below) or upon conversion of certain promissory notes of the Company that may be issued in
        connection with up to two extensions of the time available for the Company to consummate a Business Combination; and

       

      WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
        exchange, redemption, and exercise of the Warrants; and

       

      WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation
        of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

       

      WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the
        Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

       

      NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

       

    

     

     

     

     

    
       

    

    
      
        


    

    

    

     

    
      1.       Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts
        such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

       

      2.       Warrants.

       

    

    
      2.1.       Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are
        incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors or Chief Executive Officer and the Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the Company and shall
        bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be
        issued with the same effect as if he or she had not ceased to be such at the date of issuance.

       

      2.2.       Uncertificated Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented by, a
        Public Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The Depository Trust Company or other book-entry depositary system, in each case as determined by the Board of
        Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this
        Agreement.

       

      2.3.       Effect of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant Agent pursuant to this
        Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

       

      2.4.       Registration.

       

    

    
      2.4.1.       Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration of transfer
        of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the
        Warrant Agent by the Company.

       

      2.4.2.       Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in
        whose name such Warrant is then registered in the Warrant Register (“registered holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
        certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

       

    

    
      2.5.       Detachability of Warrants. The securities comprising the Public Units will not be separately transferable until the 90th day following the date of the Prospectus
        or, if such 90th day is not on a day, other than Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such
        date, or earlier with the consent of Bank of America, N.A.  (the “Underwriter”), but in no event will the Underwriter allow separate trading of the securities comprising the Public Units until (i) the Company has filed a Current Report on
        Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the exercise of the underwriters’ over-allotment option in the
        Public Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading shall begin (the “Detachment
          Date”); provided that no fractional Warrants will be issued upon separation of the Public Units and only whole Warrants will trade.

       

    

    
      
        


    

    

    

     

    
      2.6.       Private Warrant and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants will be issued in the same form as the Public Warrants.

       

    

    2.7.       Post IPO Warrants. The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.

    
       

    

    
      3.       Terms and Exercise of Warrants

       

    

    
      3.1.       Warrant Price. Each whole Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle the registered holder
        thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof
        and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the price per share at which the shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole
        discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice of
        such reduction to registered holders of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants.

       

      3.2.       Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of 30 days after the consummation by the Company of a merger, share
        exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or
        12 months from the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the consummation of a Business Combination, (ii) the Redemption Date as provided in Section 6.3 of
        this Agreement and (iii) the liquidation of the Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise
          Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all
        rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that
        the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

       

      3.3.       Exercise of Warrants.

       

    

    
      3.3.1.       Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the registered
        holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly
        executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the
        shares of Common Stock and the issuance of such shares of Common Stock, as follows:

       

    

    
      (a) in lawful money of the United States, by good certified check or wire payable to the Warrant Agent; or

       

      (b) in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants to exercise such Warrants on a “cashless
        basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the
        Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the five
        (5) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or

       

    

     

     

    
       

    

    
      
        


    

    

    

     

    
      (c) in the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) Business Days after the closing of a Business Combination,
        by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise
        price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this
        Section 3.3.1(d), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the five (5) trading days ending on the trading day prior to the date of exercise.

       

    

    
      3.3.2.       Issuance of Shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if
        any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be
        directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the
        foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the
        Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately
        preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Public Unit
        containing such Public Warrants shall have paid the full purchase price for the Public Unit solely for the shares of Common Stock underlying such Public Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any
        state in which such exercise would be unlawful.

       

      3.3.3.       Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid
        and nonassessable.

       

      3.3.4.       Date of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for all purposes be deemed to have
        become the holder of record of such shares on the date on which the Warrant, or book entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate,
        except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of
        business on the next succeeding date on which the share transfer books or book entry system are open. 

       

      3.3.5       Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
        3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder
        shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the
        “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and
        its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon
        (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
        owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set
        forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant,
        in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on
        Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of
        Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then
        outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such
        number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in
        such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

       

    

    
      
        


    

    

    

     

    
      4.       Adjustments.

       

    

    
      4.1.       Stock Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is
        increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of Common Stock
        issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.

       

      4.2.       Aggregation of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split
        or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise
        of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

        

      4.3.       Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash,
        securities or other assets to the holders of the shares of Common Stock or other shares of the Company’s capital stock into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased,
        effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid in respect of
        such Extraordinary Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary
        Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the
        Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any
        shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an
        adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment
        to satisfy the conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the
        Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while
        the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such
        $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash
        distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35
        dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000 of such
        shares (with the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less
        than $0.50 per share.

      

      

      4.4.       Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1
        and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon
        the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.

       

    

    
      
        


    

    

    

     

    
      4.5.       Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a
        change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which
        the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
        of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
        in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
        (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or
        its Warrant(s) immediately prior to such event. If any reclassification also results in a change in the Common Stock covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this
        Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value
        per share issuable upon exercise of the Warrant.

       

      4.6.       Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Common Stock or
        equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance
        to the Sponsor, the initial stockholders or their affiliates, without taking into account any shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), issued prior to the Public Offering and
        held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest
        thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the
        warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of
        the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6, the “Market Value” shall mean the volume weighted average trading price of the Common Stock during the twenty (20) trading day
        period starting on the trading day prior to the date of the consummation of the Business Combination

       

      4.7.       Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give
        written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting
        forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written
        notice to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or
        validity of such event.

       

      4.8.       No Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon
        exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such
        exercise, round up to the nearest whole number of shares of Common Stock to be issued to the Warrant holder.

       

      4.9.       Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state
        the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may
        deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

       

    

    
      
        


    

    

    

     

    
      4.10.     Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly
        applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint
        a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to
        effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
        recommended in such opinion.

       

      4.11.    No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of
        the Class B Common Stock into shares of Common Stock or the conversion of the shares of Class B Common Stock into shares of Common Stock, in each case, pursuant to the Company’s Amended and Restated Certificate of Incorporation, as further amended
        from time to time.

       

    

    
      5.       Transfer and Exchange of Warrants.

       

    

    
      5.1.       Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of
        such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
        number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

       

      5.2.       Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together with a
        written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an
        equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the
        Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

       

      5.3.       Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant
        certificate or book-entry position for a fraction of a warrant, except as part of the Public Units.

      

      

      5.4.       Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

       

      5.5.       Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the
        Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

       

    

    
      
        


    

    

    

     

    
      5.6.       Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the
        consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a
        holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the
        holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in
        connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the
        Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or
        other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior
        written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal
        guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

       

    

    5.7.       Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Public Unit in which such
      Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Public Unit. Furthermore, each transfer of a Public Unit on the register relating to such Public Units shall operate also to transfer
      the Warrants included in such Public Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants on or after the Detachment Date.

     

    6.       Redemption.

     

    6.1.       Redemption. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the
      Warrant Agent, upon the notice referred to in Section 6.3, at the price of $0.01 per Warrant (“Redemption Price”), provided that the last sales price of the Common Stock equals or exceeds $18.00 per share (subject to adjustment in accordance
      with Section 4 hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading days within any thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third trading day prior to the date on
      which notice of redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
      the 30-day redemption or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however, that if and when the Public Warrants become redeemable by the Company, the Company may
      not exercise such redemption right if the issuance of shares of Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such
      registration or qualification.

    

    

    
      
        


    

    

    

     

    6.2          Redemption of Warrants for $0.10 or for Shares of Common Stock. Not less than all of the outstanding Warrants may be redeemed, at the option of the
        Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant; provided, however, that (i) the last reported sale price of the Common Stock equals or exceeds $10.00 per share
        (subject to adjustment in compliance with Section 4) on the trading day prior to the date on which notice of redemption is sent. During the thirty (30)-days prior to the Redemption Date in connection with a
        redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Common Stock
        determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (a “Make-Whole
          Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted
        average price of the Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the
        date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market
        Value no later than one (1) Business Day after the ten (10) trading day period described above ends.

     

    

    

     

    	
            Redemption Date

          	 	 	
            Fair Market Value of Class A Common Stock

          
	
            (period to expiration of warrants)

          	 	 	
            <10.00

          	 	 	
            11.00

          	 	 	
            12.00

          	 	 	
            13.00

          	 	 	
            14.00

          	 	 	
            15.00

          	 	 	
            16.00

          	 	 	
            17.00

          	 	 	
            >18.00

          
	
            60 months

          	 	 	
            0.261

          	 	 	
            0.281

          	 	 	
            0.297

          	 	 	
            0.311

          	 	 	
            0.324

          	 	 	
            0.337

          	 	 	
            0.348

          	 	 	
            0.358

          	 	 	
            0.361

          
	
            57 months

          	 	 	
            0.257

          	 	 	
            0.277

          	 	 	
            0.294

          	 	 	
            0.310

          	 	 	
            0.324

          	 	 	
            0.337

          	 	 	
            0.348

          	 	 	
            0.358

          	 	 	
            0.361

          
	
            54 months

          	 	 	
            0.252

          	 	 	
            0.272

          	 	 	
            0.291

          	 	 	
            0.307

          	 	 	
            0.322

          	 	 	
            0.335

          	 	 	
            0.347

          	 	 	
            0.357

          	 	 	
            0.361

          
	
            51 months

          	 	 	
            0.246

          	 	 	
            0.268

          	 	 	
            0.287

          	 	 	
            0.304

          	 	 	
            0.320

          	 	 	
            0.333

          	 	 	
            0.346

          	 	 	
            0.357

          	 	 	
            0.361

          
	
            48 months

          	 	 	
            0.241

          	 	 	
            0.263

          	 	 	
            0.283

          	 	 	
            0.301

          	 	 	
            0.317

          	 	 	
            0.332

          	 	 	
            0.344

          	 	 	
            0.356

          	 	 	
            0.361

          
	
            45 months

          	 	 	
            0.235

          	 	 	
            0.258

          	 	 	
            0.279

          	 	 	
            0.298

          	 	 	
            0.315

          	 	 	
            0.330

          	 	 	
            0.343

          	 	 	
            0.356

          	 	 	
            0.361

          
	
            42 months

          	 	 	
            0.228

          	 	 	
            0.252

          	 	 	
            0.274

          	 	 	
            0.294

          	 	 	
            0.312

          	 	 	
            0.328

          	 	 	
            0.342

          	 	 	
            0.355

          	 	 	
            0.361

          
	
            39 months

          	 	 	
            0.221

          	 	 	
            0.246

          	 	 	
            0.269

          	 	 	
            0.290

          	 	 	
            0.309

          	 	 	
            0.325

          	 	 	
            0.340

          	 	 	
            0.354

          	 	 	
            0.361

          
	
            36 months

          	 	 	
            0.213

          	 	 	
            0.239

          	 	 	
            0.263

          	 	 	
            0.285

          	 	 	
            0.305

          	 	 	
            0.323

          	 	 	
            0.339

          	 	 	
            0.353

          	 	 	
            0.361

          
	
            33 months

          	 	 	
            0.205

          	 	 	
            0.232

          	 	 	
            0.257

          	 	 	
            0.280

          	 	 	
            0.301

          	 	 	
            0.320

          	 	 	
            0.337

          	 	 	
            0.352

          	 	 	
            0.361

          
	
            30 months

          	 	 	
            0.196

          	 	 	
            0.224

          	 	 	
            0.250

          	 	 	
            0.274

          	 	 	
            0.297

          	 	 	
            0.316

          	 	 	
            0.335

          	 	 	
            0.351

          	 	 	
            0.361

          
	
            27 months

          	 	 	
            0.185

          	 	 	
            0.214

          	 	 	
            0.242

          	 	 	
            0.268

          	 	 	
            0.291

          	 	 	
            0.313

          	 	 	
            0.332

          	 	 	
            0.350

          	 	 	
            0.361

          
	
            24 months

          	 	 	
            0.173

          	 	 	
            0.204

          	 	 	
            0.233

          	 	 	
            0.260

          	 	 	
            0.285

          	 	 	
            0.308

          	 	 	
            0.329

          	 	 	
            0.348

          	 	 	
            0.361

          
	
            21 months

          	 	 	
            0.161

          	 	 	
            0.193

          	 	 	
            0.223

          	 	 	
            0.252

          	 	 	
            0.279

          	 	 	
            0.304

          	 	 	
            0.326

          	 	 	
            0.347

          	 	 	
            0.361

          
	
            18 months

          	 	 	
            0.146

          	 	 	
            0.179

          	 	 	
            0.211

          	 	 	
            0.242

          	 	 	
            0.271

          	 	 	
            0.298

          	 	 	
            0.322

          	 	 	
            0.345

          	 	 	
            0.361

          
	
            15 months

          	 	 	
            0.130

          	 	 	
            0.164

          	 	 	
            0.197

          	 	 	
            0.230

          	 	 	
            0.262

          	 	 	
            0.291

          	 	 	
            0.317

          	 	 	
            0.342

          	 	 	
            0.361

          
	
            12 months

          	 	 	
            0.111

          	 	 	
            0.146

          	 	 	
            0.181

          	 	 	
            0.216

          	 	 	
            0.250

          	 	 	
            0.282

          	 	 	
            0.312

          	 	 	
            0.339

          	 	 	
            0.361

          
	
            9 months

          	 	 	
            0.090

          	 	 	
            0.125

          	 	 	
            0.162

          	 	 	
            0.199

          	 	 	
            0.237

          	 	 	
            0.272

          	 	 	
            0.305

          	 	 	
            0.336

          	 	 	
            0.361

          
	
            6 months

          	 	 	
            0.065

          	 	 	
            0.099

          	 	 	
            0.137

          	 	 	
            0.178

          	 	 	
            0.219

          	 	 	
            0.259

          	 	 	
            0.296

          	 	 	
            0.331

          	 	 	
            0.361

          
	
            3 months

          	 	 	
            0.034

          	 	 	
            0.065

          	 	 	
            0.104

          	 	 	
            0.150

          	 	 	
            0.197

          	 	 	
            0.243

          	 	 	
            0.286

          	 	 	
            0.326

          	 	 	
            0.361

          
	
            0 months

          	 	 	
            —

          	 	 	
            —

          	 	 	
            0.042

          	 	 	
            0.115

          	 	 	
            0.179

          	 	 	
            0.233

          	 	 	
            0.281

          	 	 	
            0.323

          	 	 	
            0.361

          


    

    

     

    
      
        


    

    

    

     

    The exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the
      Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line interpolation between the number of shares set
      forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.

     

    The share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the exercise price or a
      Warrant is adjusted pursuant to Section 4. If the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4, the adjusted share prices in the column headings shall equal the share prices immediately prior to such
      adjustment, multiplied by a fraction, the numerator of which is the exercise price of a Warrant after such adjustment and the denominator of which is the exercise price of a Warrant immediately prior to such adjustment. The number of shares in the
      table above shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of
      shares deliverable upon the exercise of a warrant as so adjusted. If the exercise price of a warrant is adjusted, (i) in the case of an adjustment pursuant to Section 4.4, the adjusted share prices in the column headings shall equal the share prices
      immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (ii) in the case of an adjustment pursuant to Section 4.3,
      the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the exercise price pursuant to such exercise price adjustment. In no event shall the number of shares issued in
      connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).

     

    
      6.3.       Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject to redemption, the Company shall fix
        a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders of the
        Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received
        such notice.

       

      6.4.       Exercise After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement) at
        any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants to exercise their Warrants on a
        “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” in such
        case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

       

    

    
      7.       Other Provisions Relating to Rights of Holders of Warrants.

       

    

    
      7.1.       No Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company, including, without
        limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or
        any other matter.

       

    

    
      
        


    

    

    

     

    
      7.2.       Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to
        indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
        destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

       

      7.3.       Reservation of Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock
        that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

       

      7.4.       Registration of Shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best
        efforts to file with the SEC a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or
        qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption
        is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement.
        If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after
        the closing of the Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering the
        shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel for the Company
        (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common
        Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a
        restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences
        of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Underwriter.

       

    

    
      8.       Concerning the Warrant Agent and Other Matters.

       

    

    
      8.1.       Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the
        issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.

       

      8.2.       Resignation, Consolidation, or Merger of Warrant Agent.

       

    

    
      8.2.1.       Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
        duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
        Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the
        Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant
        Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in
        the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be
        vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it
        becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant
        Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent
        all such authority, powers, rights, immunities, duties, and obligations.

       

    

    
      
        


    

    

    

     

    
      8.2.2.       Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant
        Agent and the Transfer Agent for the shares of Common Stock not later than the effective date of any such appointment.

       

      8.2.3.       Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation
        resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

       

    

    
      8.3.       Fees and Expenses of Warrant Agent.

       

    

    
      8.3.1.       Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the
        Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

       

      8.3.2.       Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such
        further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

       

    

    
      8.4.       Liability of Warrant Agent.

       

    

    
      8.4.1.       Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any
        fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and
        established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Secretary or Chairman of the Board of Directors of the Company and delivered to the Warrant Agent. The Warrant Agent may
        rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

       

      8.4.2.       Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees to
        indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the
        Warrant Agent’s fraud, gross negligence, willful misconduct, or bad faith.

       

      8.4.3.       Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any
        Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under
        the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any
        representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and
        nonassessable.

       

    

    
      8.5.       Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein
        set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common Stock
        through the exercise of Warrants.

       

    

    
      
        


    

    

    

     

    
      9.       Miscellaneous Provisions.

       

    

    
      9.1.       Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of
        their respective successors and assigns.

       

      9.2.       Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company
        shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in
        writing by the Company with the Warrant Agent), as follows:

       

    

    
      PROOF Acquisition Corp I

      11911 Freedom Drive, Suite 1080

      Reston, VA 20190

      Attn: Michael W. Zarlenga, General Counsel and Corporate Secretary

       

    

    
      Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered
        if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as
        follows:

       

    

    
      Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Compliance Department

       

    

    
      with a copy in each case to:

       

    

    
      Steptoe & Johnson LLP

      1114 Avenue of the Americas

      New York, New York 10036

      Attn: Scott D. Fisher, Esq.

       

    

    
      9.3.       Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the
        laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any action,
        proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of
        New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an
        inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United
        States of America are the sole and exclusive forum.

       

      Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section
        9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a
        “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court
        for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action
        by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

       

    

    
      
        


    

    

    

     

    
      9.4.       Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or
        shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition,
        stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Underwriter with respect to Sections
        7.4, 9.4, 9.8 hereof) and their successors and assigns and of the registered holders of the Warrants.

       

      9.5.       Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of
        Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.

       

      9.6.       Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to
        be an original, and all such counterparts shall together constitute but one and the same instrument.

       

      9.7.       Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

       

      9.8.       Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of (i) curing any ambiguity or to
        correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein, or (ii)
        adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders.
        All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of at least 50% of the then outstanding Public
        Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders. The provisions of this
        Section 9.8 may not be modified, amended or deleted without the prior written consent of the Underwriter.

      

      

      9.9.       Trust Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established by the Company
        in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event
        that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the Company and not against the property held in the Trust Account.

       

      9.10.     Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or
        enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as
        similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

       

    

    
      
        


    

    

    

     

    
      

      

      

      

    

    Exhibit A – Form of Warrant Certificate

      

      

      Exhibit B – Legend

     

    
       

       

    

    
      [Signature Page Follows]

       

    

     

     

    
      
        


    

    

    

     

    
      IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

       

    

    	
             

          	
            PROOF ACQUISITION CORP I

          
	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          
	
             

          	
            By:

          	 /s/ John C. Backus, Jr.

          	
             

          
	
             

          	
             

          	
            Name: John C. Backus, Jr.

          	
             

          
	
             

          	
             

          	
            Title: Chief Executive Officer and Director 

            

          	
             

          
	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          
	
             

          	
            CONTINENTAL STOCK TRANSFER

          
	
             

          	
            & TRUST COMPANY, as Warrant Agent

          
	
             

          	
             

          	
             

          	
             

          
	
             

          	
             

          	
             

          	
             

          
	
             

          	
            By:

          	 /s/ Erika Young

          	
             

          
	
             

          	
             

          	
            Name: Erika Young

            

          	
             

          
	
             

          	
             

          	
            Title: Vice President 11/29/21

            

          	
             

          


    
      

      

      

      

      

      

      

      

      

      

    

    [Signature Page to Warrant Agreement]

     

    
      
        


    

    Exhibit A

     

    Form of Warrant Certificate

     

    

      

      

    

     

    
      
        


    

    

    

     

    Exhibit B

     

    Legend