0001104659-21-053219 Sample Contracts

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • April 21st, 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”).

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FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • April 21st, 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 • April 21st, 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 • April 21st, 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 • April 21st, 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”).

20,000,000 Units TPB ACQUISITION CORPORATION I ($10.00 per Unit) UNDERWRITING AGREEMENT
Underwriting Agreement • April 21st, 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,

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