Exhibit 4.1


 


SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS U-


 


SEE REVERSE FOR TPB Acquisition Corporation I


CERTAIN


DEFINITIONS


 


CUSIP [ ]


 


UNITS CONSISTING OF ONE CLASS A
ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE


 


WARRANT TO PURCHASE ONE CLASS A
ORDINARY SHARE


 


THIS CERTIFIES THAT is the owner of Units.


 


Each Unit (“Unit”) consists of one (1) Class A
ordinary share, par value $0.0001 per share (“Ordinary Shares”), of TPB Acquisition Corporation I, a Cayman Islands
exempted company (the “Company”), and one-third (1/3) of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder to purchase one (1) Ordinary Share for $11.50 per share (subject to adjustment). Each Warrant
will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, share exchange,
asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (each, a “Business
Combination”), and (ii) twelve (12) months from the closing of the Company’s initial public offering, and will
expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the
Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”).
The Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to            
, 2021, unless Barclays Capital Inc. and Code Advisors LLC elect to allow earlier separate trading, subject to the Company’s
filing with the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting
the Company’s receipt of the gross proceeds of the initial public offering and issuing a press release announcing when separate
trading will begin. No fractional warrants will be issued upon separation of the Units and only warrant are exercisable. The terms
of the Warrants are governed by a Warrant Agreement, dated as of           , 2021, between the Company and Continental Stock Transfer &
Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions
the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the
Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request
and without cost.


 


Upon the consummation of the Business Combination, the Units
represented by this certificate will automatically separate into the Class A Ordinary Shares and Warrants comprising such
Units.


 


This certificate is not valid unless countersigned by the Transfer
Agent and Registrar of the Company.


 


This certificate shall be governed by and construed in accordance
with the internal laws of the State of New York.


 


Witness the facsimile signatures of its duly authorized officers.


 


	By	 	 	 
	 	Chief Executive Officer	 	Chief Executive Officer and Chief Financial Officer



 






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TPB Acquisition Corporation I


 


The Company will furnish without charge
to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations or restrictions
of such preferences and/or rights.


 


The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 





	TEN COM	 	—	 	as tenants in common	 	
        UNIF GIFT

        MIN ACT
	 	—	 	 	 	Custodian	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	 	 	 	 	 	 	 
	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	 	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	(State)
	 	 	 	 	 	 	 	 	 
	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 





Additional abbreviations may also be used
though not in the above list.


 




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For value received, hereby sells, assigns and transfers unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)


 


Units represented by the within Certificate, and do hereby irrevocably
constitute and appoint Attorney to transfer the said Units on the books of the within named Company with full power of substitution
in the premises.


 


	Dated	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
	 	 
	Signature(s) Guaranteed:	 	 
	 	 
	 	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULES).	 	 


 


In each case, as more fully described in the Company’s
final prospectus dated          , 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain
funds held in the trust account established in connection with the Company’s initial public offering only in the event that
(i) the Company redeems the Ordinary Shares sold in its initial public offering and liquidates because it does not consummate
an initial business combination within the period of time set forth in the Company’s amended and restated memorandum and
articles of association, as the same may be amended from time to time, (ii) the Company redeems the Ordinary Shares sold
in its initial public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum
and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders
of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial business combination
or to redeem 100% of the Ordinary Shares if the Company does not complete its initial business combination within the time period
set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares, or
(iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Ordinary Shares in connection with
a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business
combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have
any right or interest of any kind in or to the trust account.


 






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