Exhibit 10.2

      

      

      INVESTMENT MANAGEMENT TRUST AGREEMENT

      

      

      THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of November 30, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”),
        by and between PROOF Acquisition Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

      

      

      WHEREAS, the Company’s registration statement on Form S-1, File No. 333-261015 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”),
        each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant
        entitling the holder thereof to purchase one share of Common Stock, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

      

      

      WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein;

      

      

      WHEREAS, if a Business Combination (as defined herein) is not consummated within the initial 18 month period following the closing of the Offering, upon the request of the Company’s sponsor (the “Sponsor”), the Company may extend such period up to two times, each by an additional three months for a total of up to 24 months, subject to the Sponsor or its affiliates or permitted
        designees depositing $2,400,000 (or up to $2,760,000 if the Underwriters’ over-allotment option is exercised in full) into the Trust Account (as defined below) no later than the 18 month and the 21 month anniversary of the Offering (each, an “Applicable Deadline”) for each three month extension (each, an “Extension”), in exchange for which the Sponsor will receive a
        non-interest bearing, unsecured promissory note for each Extension payable upon consummation of a Business Combination;

      

      

      WHEREAS, as described in the Prospectus, $244,800,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $281,520,000 if the Underwriter’s
        option to purchase additional units is exercised in full) and the proceeds from any loans in connection with an Extension will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United
        States (the “Trust Account”) for the benefit of the Company and the holders of shares of the Common Stock included in the Units issued in the Offering as hereinafter provided (the amount
        to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the
        Property are referred to herein as the “Public Shareholders” and the Public Shareholders and the Company are referred to herein together as the “Beneficiaries”); and

      

      

      WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $8,400,000 (or $9,660,000 if the Underwriter’s option to purchase additional units is exercised in full) is attributable to deferred
        underwriting discounts and commissions that will be payable by the Company to the Underwriters upon the consummation of the Business Combination (the “Deferred Discount”); and

      

      

      WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

      

      

      NOW THEREFORE, IT IS AGREED:

      

      

      1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:

      

      

      (i) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at Bank of America, N.A. (or at another U.S. chartered commercial bank with
        consolidated assets of $100 billion or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;

      

      

      (ii) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

      

      

      
        
          


      

      

      

      (iii) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property only in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having
        a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only
        in direct U.S. government treasury obligations, as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and while the account
        funds are invested or uninvested, the Trustee may earn bank credits or other consideration;

      

      

      (iv) Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;

      

      

      (v) Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;

      

      

      (vi) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account;

      

      

      (vii) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;

      

      

      (viii) Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;

      

      

      (ix) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”)
        in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the
        Company, and, in the case of the Termination Letter attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
        interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents
        referred to therein, or (y) upon the date which is the later of (1) eighteen (18) months after the closing of the Offering, (2) such later date upon an Extension effectuated pursuant to the terms hereof and (3) such later date as may be approved by
        the Company’s shareholders in accordance with the Company’s amended and restated certificate of incorporation and bylaws, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be
        liquidated in accordance with the procedures set forth in the Termination Letter attached hereto as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
        released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed that there should be no reduction in
        the principal amount per share initially deposited in the Trust Account;

      

      

      (x) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal
          Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or
        interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, so
        long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the
        Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property
        shall not be payable from the Trust Account); provided, further, that, if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill
        from the relevant taxing authority for the Company. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond
        said request;

      

      

      
        
          


      

      

      

      (xi) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption
          Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders redeeming shares of Common Stock the amount required to pay redeemed shares of Common Stock from Public Shareholders properly
        submitted in connection with a shareholder vote to approve an amendment to the amended and restated certificate of incorporation and bylaws (A) to modify the substance or timing of the Company’s obligation to provide holders of the shares of Common
        Stock the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the time period set
        forth therein or (B) with respect to any other provision relating to the rights of holders of the shares of Common Stock; and

      

      

      (xii) Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(ix), (x) or (xi) above.

      

      

      (xiii) Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at least five business days prior to the Applicable Deadline, signed on
        behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to the Applicable Deadline, follow the instructions set forth in the Extension Letter.

      

      

      2. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

      

      

      (i) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections
          1(ix), (x) or (xi), the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any
        one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

      

      

      (ii) Subject to Section 4, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action
        taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services
        of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of
        demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(ii), it shall notify the Company in writing of such claim (an “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, however, that the Trustee shall obtain the
        consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall
        not be unreasonably withheld. The Company may participate in such action with its own counsel;

      

      

      (iii) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing fee which fees shall be subject to modification by the parties from time to time. It
        is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(ix) through 1(xi). The Company shall pay the Trustee the initial acceptance fee
        and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(iii) and as may be provided in Section
          2(ii);

      

      

      
        
          


      

      

      

      (iv) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the general meeting verifying the vote of such shareholders regarding such Business
        Combination;

      

      

      (v) Provide the Representative with a copy of any Termination Letter(s), Tax Payment Withdrawal Instruction(s), Shareholder Redemption Withdrawal Instruction(s) and/or any other correspondence that is sent to the Trustee with respect to any
        proposed withdrawal from the Trust Account promptly after it issues the same;

      

      

      (vi) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides
        that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person;

      

      

      (vii) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and

      

      

      (viii) Within five (5) business days after the Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such option to purchase additional units expires, provide the Trustee with a notice in writing
        of the total amount of the Deferred Discount.

      

      

      (ix) If applicable, issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior to the Applicable Deadline, the Company received notice from the Sponsor that the Sponsor intends to deposit
        funds into the Trust Account for extending the Applicable Deadline and the Board has approved such Extension.

      

      

      (x) Promptly following the Applicable Deadline, disclose whether or not the deadline for the Company to consummate a Business Combination has been extended.

      

      

      3. Limitations of Liability. The Trustee shall have no responsibility or liability to:

      

      

      (i) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;

      

      

      (ii) Take any action with respect to the Property, other than as directed in Section 1, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful
        misconduct;

      

      

      (iii) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions
        from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

      

      

      (iv) Change the investment of any Property, other than in compliance with Section 1;

      

      

      (v) Refund any depreciation in principal of any Property;

      

      

      (vi) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such
        authority to the Trustee;

      

      

      
        
          


      

      

      

      (vii) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or
        willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel),
        statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee
        believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this
        Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
        thereto;

      

      

      (viii) Verify the accuracy of the information contained in the Registration Statement;

      

      

      (ix) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;

      

      

      (x) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest
        income earned on the Property;

      

      

      (xi) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or
        the Company, including, but not limited to, tax obligations, except pursuant to Section 1(x); or

      

      

      (xii) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(ix), 1(x) or 1(xi).

      

      

      4. Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account and hereby
        irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(ii)
        or Section 2(iii), the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.

      

      

      5. Termination. This Agreement shall terminate as follows:

      

      

      (i) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with
        this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the
        successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event that the Company
        does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United
        States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or

      

      

      (ii) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(ix) and distributed the Property in accordance with the provisions of the
        Termination Letter, this Agreement shall terminate except with respect to Section 2(ii).

      

      

      
        
          


      

      

      

      6. Miscellaneous.

      

      

      (i) The Company and the Trustee each acknowledge that the Trustee shall follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to
        confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or
        of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers and all other identifying information relating to a
        Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
        in the information or transmission of the funds.

      

      

      (ii) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an
        original, and together shall constitute but one instrument.

      

      

      This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(ix), 1(x) and 1(xi) (which sections may not be modified, amended or
        deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding shares of Common Stock and Class B common stock, par value approximately $0.0001 per share, of the Company, voting together as a single class; provided,
        however, that no such amendment will affect any Public Shareholder who

      

      

      (iii) has properly elected to redeem his or her shares of Common Stock in connection with a shareholder vote to amend this Agreement to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares
        in connection with an initial Business Combination or an Amendment or to redeem 100% of its shares of Common Stock if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended and
        restated certificate of incorporation and bylaws), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.

      

      

      (iv) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY
        WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

      

      

      (v) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt
        requested), by hand delivery or by electronic mail:

      

      

      if to the Trustee, to:

      

      

      Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attention: Daniel Egan

      E-mail: degan@continentalstock.com

      

      

      if to the Company, to:

      

      

      PROOF Acquisition Corp I

      11911 Freedom Drive, Suite 1080

      Reston, VA 20190

      Attention: Michael W. Zarlenga, General Counsel & Corporate Secretary

      E-mail: michael@proof.vc

      

      

      
        
          


      

      

      

      in each case, with copies to:

      

      

      Steptoe & Johnson LLP

      1114 Avenue of the Americas

      New York, New York 10036

      Attention: Scott D. Fisher

      E-mail: sfisher@steptoe.com

      

      

      and

      

      

      BofA Securities, Inc.

      One Bryant Park

      New York, NY 10036

      Attn: Syndicate Department

      Email: dg.ecm_execution_services@bofa.com

      

      

      with a copy to:

      

      

      Attn: ECM Legal

      Email: dg.ecm_legal@bofa.com

      

      

      and

      

      

      Freshfields Bruckhaus

      Deringer US LLP

      2710 Sand Hill Road

      Menlo Park, CA 94025

      Attention: Sarah K. Solum

      E-mail: Sarah.Solum@freshfields.com

      

      

      (vi) Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee
        acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

      

      

      (vii) This Agreement is the joint product of the Trustee 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.

      

      

      (viii) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this
        Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.

      

      

      (ix) Each of the Company and the Trustee hereby acknowledges and agrees that each of the Representative on behalf of the Underwriters is a third-party beneficiary of this Agreement.

      

      

      (x) Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.

      

      

      [Signature Page Follows]

      

      

      
        
          


      

      

      

      IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

      

      

      	 	
              CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

            
	 	
              as Trustee

            
	 	 	 	 
	 	
              By:

            	/s/ Francis Wolf
	 	 	
              Name:

            	
              Francis Wolf

            
	 	 	
              Title:

            	
              Vice President

            
	 	 	 	 
	 	
              PROOF ACQUISITION CORP I

            
	 	 	 	 
	 	
              By:

            	/s/ John C. Backus, Jr.
	 	 	
              Name:

            	
              John C. Backus, Jr.

            
	 	 	
              Title:

            	
              Chief Executive Officer & Director

            


      

      

      

      

      

      

      

      

      

      

      

      

      [Signature Page to Investment Management Trust Agreement—PROOF Acquisition Corp I]

      

      

      
        
          


      

      

      

      SCHEDULE A

      

      

      TRUSTEE’S FEES

      

      

      	
              Fee Item

            	 	
              Time and method of

              payment

            	 	
              Amount

            
	
              Initial acceptance fee

            	 	
              Initial closing of the Offering by wire transfer

            	 	
              $3,500.00

            
	 	 	 
	
              Annual fee

            	 	
              First year, initial closing of the Offering by wire transfer; thereafter on the anniversary of the closing date of the Offering by wire transfer or check

            	 	
              $10,000.00

            
	 	 	 
	
              Transaction processing fee for disbursements to the Company pursuant to Sections 1(ix), (x) and (xi)

            	 	
              Billed by the Trustee to the Company pursuant to Section 1

            	 	
              $250.00

            
	 	 	 
	
              Paying Agent services as required pursuant to Sections 1(ix), (x) and (xi)

            	 	
              Billed to the Company upon delivery of service pursuant to Sections 1(ix), (x) and (xi)

            	 	
              Prevailing rates

            


      

      

      

      

      
        
          


      

      

      

      EXHIBIT A

      

      

      [Letterhead of the Company]

      

      

      [Insert date]

      

      

      Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attention: [ ]

      

      

      Re: Trust Account No. [ ] – Termination Letter

      

      

      Dear [ ]:

      

      

      Pursuant to Section 1(ix) of the Investment Management Trust Agreement, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, the “Trust Agreement”),
        by and between PROOF Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), this
        is to advise you that the Company has entered into an agreement with [insert name] (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours (or such shorter period as you may agree) in advance of the actual date of the
        consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

      

      

      In accordance with the terms of the Trust Agreement, we hereby authorize you to commence the liquidation of all of the assets of the Trust Account and to transfer the proceeds to the trust operating account at Bank of America, N.A. to the effect
        that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the
        Representative with respect to the Deferred Discount). It is acknowledged and agreed that, while the funds are on deposit in the trust operating account at Bank of America, N.A. awaiting distribution, the Company will not earn any interest or
        dividends.

      

      

      On the Consummation Date, (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated or will be consummated concurrently with your transfer of funds to the accounts as directed by the
        Company (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer or the Chief Financial Officer of the Company,
        which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds
        held in the Trust Account, including payment of amounts owed to public shareholders who have properly exercised their redemption rights and payment of Deferred Discount to the account or accounts directed by the Representative from the Trust
        Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust

      

      

      Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
        Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the
        distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.

      

      

      
        
          


      

      

      

      In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and the Company has not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt
        by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(iii) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in
        such written instruction as soon thereafter as possible.

      

      

      	 	
              Very truly yours,

            
	 	 	 
	 	
              PROOF ACQUISITION CORP I

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      	
              Agreed and acknowledged:

            	 
	 	 	 
	
              BOFA SECURITIES, INC.

            	 
	 	 	 
	
              By:

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 


      

      

      

      

      

      

      

      

      
        
          


      

      

      

      EXHIBIT B

      

      

      [Letterhead of Company]

      

      

      [Insert date]

      

      

      Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attention: [ ]

      

      

      Re: Trust Account No. [ ] – Termination Letter

      

      

      Dear [ ]:

      

      

      Pursuant to Section 1(ix) of the Investment Management Trust Agreement, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, the “Trust Agreement”),
        by and between PROOF Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), this
        is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated certificate of incorporation and bylaws, as described in the Company’s
        Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

      

      

      In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await
        distribution to the Public Shareholders. The Company has selected [insert completion deadline] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds.
        You agree to be the paying agent of record and, in your separate capacity as paying agent, agree to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated
        certificate of incorporation and bylaws of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement
        shall be terminated, except to the extent otherwise provided in Section 1(ix) of the Trust Agreement.

      

      

      * * * * *

      

      

      	 	
              Very truly yours,

            
	 	 	 
	 	
              PROOF ACQUISITION CORP I

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      cc: BOFA SECURITIES, INC.

      

      

      
        
          


      

      

      

      EXHIBIT C

      

      

      [Letterhead of Company]

      

      

      [Insert date]

      

      

      Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attention: [ ]

      

      

      Re: Trust Account No. [ ] – Tax Payment Withdrawal Instruction

      

      

      Dear [ ]:

      

      

      Pursuant to Section 1(x) of the Investment Management Trust Agreement, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, the “Trust Agreement”),
        by and between PROOF Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), the
        Company hereby requests that you deliver to the Company $[ ] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

      

      

      The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer)
        such funds promptly upon your receipt of this letter to the Company’s operating account at:

      

      

      [WIRE INSTRUCTION INFORMATION]

      

      

      * * * * *

      

      

      	 	
              Very truly yours,

            
	 	 	 
	 	
              PROOF ACQUISITION CORP I

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      

      

      

      

      cc: BOFA SECURITIES, INC.

      

      

      
        
          


      

      

      

      EXHIBIT D

      

      

      [Letterhead of Company]

      

      

      [Insert date]

      

      

      Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attention: [ ]

      

      

      Re: Trust Account No. [ ] – Redemption Withdrawal Instruction

      

      

      Dear [ ]:

      

      

      Pursuant to Section 1(xi) of the Investment Management Trust Agreement, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, the “Trust Agreement”),
        by and between PROOF Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), the
        Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[ ] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries
        for distribution to the Public Shareholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

      

      

      The Company needs such funds to pay its Public Shareholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and
        restated certificate of incorporation and bylaws (A) to modify the substance or timing of the Company’s obligation to provide holders of the shares of Common Stock the right to have their shares redeemed in connection with the Company’s initial
        Business Combination or to redeem 100% of the shares of Common Stock if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of
        holders of the shares of Common Stock. As such. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
        operating trust account at:

      

      

      [WIRE INSTRUCTION INFORMATION]

      

      

      * * * * *

      

      

      	 	
              Very truly yours,

            
	 	 	 
	 	
              PROOF ACQUISITION CORP I

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      

      

      

      

      cc: BOFA SECURITIES, INC.

      

      

      
        
          


      

      

      

      EXHIBIT E

      

      

      [Letterhead of Company]

      

      

      [Insert date]

      

      

      Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attention: [ ]

      Re: Trust Account No. [ ] – Extension Letter

      

      

      Dear [ ]:

      

      

      Pursuant to Section 1(xiii) of the Investment Management Trust Agreement, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, the “Trust Agreement”),
        by and between PROOF Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), this
        is to advise you that the Company is extending the time available to consummate a Business Combination for an additional three (3) months, from to (the “Extension”).

      

      

      This Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement

      

      

      In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $2,400,000 [(or up to $2,760,000 if the underwriters’ over-allotment option was exercised in full)], which will be wired to you, into the Trust Account
        investments upon receipt.

      

      

      This is the of up to two Extension Letters.

      

      

      * * * * *

      

      

      

      

      	 	
              Very truly yours,

            
	 	 	 
	 	
              PROOF ACQUISITION CORP I

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      

      

      cc: BOFA SECURITIES, INC.