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Description of Exhibit
−Removed: Business Combination Agreement, dated as of August 1, 2023, by and among PROOF Acquisition Corp I, PACI Merger Corp, Inc., and Volato, Inc.
−Removed: (incorporated by reference to Exhibit 2.1 to PROOF Acquisition Corp I’s Current Report on Form 8-K (File No.
−Removed: 001-41104) filed with the SEC on August 2, 2023).
−Removed: Amended and Restated Certificate of Incorporation (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-41104), filed with
−Removed: the SEC on December 6, 2021).
−Removed: Amended and Restated Bylaws (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-41104), filed with the SEC on December 6,
−Removed: Specimen Unit Certificate (Incorporated by reference to the corresponding exhibit the Company’s Registration Statement on Form S-l (File No.
−Removed: 333-261015), filed with the SEC on November
−Removed: Specimen Class A common stock Certificate (Incorporated by reference to the corresponding exhibit the Company’s Registration Statement on Form S-l (File No.
−Removed: 333-261015), filed with the
−Removed: SEC on November 12, 2021).
−Removed: Specimen Warrant Certificate (Incorporated by reference to the corresponding exhibit the Company’s Registration Statement on Form S-l (File No.
−Removed: 333-261015), filed with the SEC on
−Removed: November 12, 2021).
−Removed: Warrant Agreement between the Company and Continental Stock Transfer & Trust Company, dated as of November 30, 2021 (Incorporated by reference to exhibit 4.1 to the Company’s
−Removed: Current Report on Form 8-K (File No.
−Removed: 001-41104), filed with the SEC on December 6, 2021).
−Removed: Private Placement Warrants Purchase Agreement, dated November 30, 2021, by and among the Company and PROOF Acquisition Sponsor I, LLC (Incorporated by reference to the corresponding
−Removed: exhibit to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-41104), filed with the SEC on December 6, 2021).
−Removed: Investment Management Trust Agreement, dated November 30, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
−Removed: (Incorporated by reference to
−Removed: the corresponding exhibit to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-41104), filed with the SEC on December 6, 2021).
−Removed: Registration Rights Agreement, dated November 30, 2021, by and among the Company, PROOF Acquisition Sponsor I, LLC, and the other holders party thereto (Incorporated by reference to the
−Removed: corresponding exhibit to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-41104), filed with the SEC on December 6, 2021).
−Removed: Letter Agreement, dated November 30, 2021, by and among the Company, PROOF Acquisition Sponsor I, LLC and Officers and Directors of the Company (Incorporated by reference to the
−Removed: corresponding exhibit to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-41104), filed with the SEC on December 6, 2021).
−Removed: Administrative Services Agreement between PROOF Acquisition Sponsor I, LLC and the Company, dated November 30, 2021.
−Removed: (Incorporated by reference to the corresponding exhibit to the
−Removed: Company’s Current Report on Form 8-K (File No.
−Removed: 001-41104), filed with the SEC on December 6, 2021).
−Removed: Sponsor Support and Non-Redemption Agreement, dated as of August 1, 2023, by and among PROOF Acquisition Sponsor I, LLC, PROOF Acquisition Corp
−Removed: I, and Volato, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 to PROOF Acquisition Corp I’s Current Report on Form 8-K (File No.
−Removed: 001-41104) filed with the SEC on August 2, 2023).
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Filed herewith.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
−Removed: duly authorized.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PROOF ACQUISITION CORP I
−Removed: August 14, 2023
+Added: November 14, 2023
Chief Executive Officer
(Principal Executive Officer)
−Removed: August 14, 2023
+Added: November 14, 2023
/s/ Steven P.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.