FORM OF INDEMNITY AGREEMENTIndemnity Agreement • November 12th, 2021 • PROOF Acquisition Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between PROOF Acquisition Corp I, a Delaware corporation (the “Company”), and (“Indemnitee”).
PROOF ACQUISITION CORP IPROOF Acquisition Corp I • November 12th, 2021 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on March 31, 2021 by and between PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and PROOF Acquisition Corp I, a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriter of the initial public offering (“IPO”) of the Company does not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • November 12th, 2021 • PROOF Acquisition Corp I • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among PROOF Acquisition Corp I, a Delaware corporation (the “Company”), PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE...Subscription Agreement • November 12th, 2021 • PROOF Acquisition Corp I • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of October __, 2021 among PROOF Acquisition Corp I., a Delaware corporation (the “Company”), PROOF Acquisition Sponsor I, LLC, a Delaware series limited liability company (the “Sponsor”), and [___] (the “Purchaser”).
FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPROOF Acquisition Corp I • November 12th, 2021 • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPurchase Agreement • November 12th, 2021 • PROOF Acquisition Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between PROOF Acquisition Corp I, a Delaware corporation (the “Company”), and PROOF Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”).
