0001104659-21-040386 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • March 23rd, 2021 • TPB Acquisition Corp I • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • March 23rd, 2021 • TPB 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 TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and TPB Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).

FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • March 23rd, 2021 • TPB Acquisition Corp I • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), TPB Acquisition Sponsor, 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

TPB Acquisition Corporation I
Letter Agreement • March 23rd, 2021 • TPB Acquisition Corp I • Blank checks • New York
WARRANT AGREEMENT TPB ACQUISITION CORPORATION I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021
Warrant Agreement • March 23rd, 2021 • TPB Acquisition Corp I • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Trust Agreement • March 23rd, 2021 • TPB Acquisition Corp I • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [____], 2021 by and between TPB Acquisition Corporation I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

25,000,000 Units TPB ACQUISITION CORPORATION I ($10.00 per Unit) UNDERWRITING AGREEMENT
Underwriting Agreement • March 23rd, 2021 • TPB Acquisition Corp I • Blank checks • New York

Barclays Capital Inc. Code Advisors LLC As Representatives of the several Underwriters named in Schedule I attached hereto,

TPB ACQUISITION CORPORATION I 1 Letterman Drive Suite A3-1 San Francisco, CA 94129
TPB Acquisition Corp I • March 23rd, 2021 • Blank checks
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