Exhibit 10.5


 


TPB ACQUISITION CORPORATION I

1 Letterman Drive Suite A3-1

San Francisco, CA 94129


 


[____], 2021


 


TPB Acquisition Sponsor, LLC


1 Letterman Drive Suite A3-1


San Francisco, CA 94129


 


Ladies and Gentlemen:


 


This letter will confirm our agreement that, commencing on the
effective date (the “Effective Date”) of the registration statement (the “Registration Statement”)
for the initial public offering (the “IPO”) of the securities of TPB Acquisition Corporation I (the “Company”)
and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the
Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to
as the “Termination Date”), TPB Acquisition Sponsor, LLC (the “Sponsor”) shall
take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services
as may be required by the Company from time to time, situated at 1 Letterman Drive Suite A3-1, San Francisco, CA 94129 (or
any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date
and continuing monthly thereafter until the Termination Date. The Sponsor hereby agrees that it does not have any right, title,
interest or claim of any kind (a “Claim”) in or to any monies that may be set aside in a trust account
(the “Trust Account”) that may be established upon the consummation of the IPO and hereby irrevocably
waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the
Company and will not seek recourse against the Trust Account for any reason whatsoever.


 


This letter agreement constitutes the entire agreement and understanding
of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby.


 


This letter agreement may not be amended, modified or waived
as to any particular provision, except by a written instrument executed by the parties hereto.


 


The parties may not assign this letter agreement and any of
their rights, interests, or obligations hereunder without the consent of the other party.


 


This letter agreement shall be governed by, construed in accordance
with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles that
will apply the laws of another jurisdiction.


 


This letter agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement.
Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence
of this letter agreement.


 


[Signature Page Follows] 




 



    


     


    

 



	 	 	Very truly yours,
	 	 	 	 
	 	 	TPB ACQUISITION CORPORATION I
	 	 	 	 
	 	 	By: 	 
	 	 	Name:	David Friedberg
	 	 	Title:	Chief Executive Officer



 





	AGREED TO AND ACCEPTED BY:	 	 
	 	 	 	 
	TPB ACQUISITION SPONSOR, LLC	 	 
	 	 	 	 
	By:	  	 	 
	Name:	David Friedberg	 	 
	Title: 	Manager