Exhibit 10.1


 


THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: Up to $3,000,000	 	     Dated as of April 28, 2022




 


New York, New York


 


TPB Acquisition Corporation
I, a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order of TPB Acquisition
Sponsor I, LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up
to Three Million Dollars ($3,000,000) in lawful money of the United States of America, on the terms and conditions described below. All
payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to
such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


		1.	Principal. The principal balance of this Note shall be payable by the Maker on the earlier of:
(i) the date on which Maker consummates its initial business combination or (ii) the date that the winding up of Maker is effective
(such date, the “Maturity Date”). The principal balance may be prepaid at any time. Under no circumstances shall any
individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any
obligations or liabilities of the Maker hereunder.



 


		2.	Interest. No interest shall accrue on the unpaid principal balance of this Note.



 


		3.	Drawdown Requests. Maker and Payee agree that Maker may request up to Three Million Dollars ($3,000,000) for costs reasonably related
to Maker’s operations and business combination. The principal of this Note may be drawn down from time to time prior to the Maturity
Date upon request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to
be drawn down, must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee and shall be reflected
on Schedule A. Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided,
however, that Payee shall fund One Million Dollars ($1,00,000) upon execution of this Note
(the “Initial Drawdown”); provided further, that the maximum amount of drawdowns collectively under this Note,
including the Initial Drawdown is Three Million Dollars ($3,000,000). Once an amount is drawn down under this Note, it shall not be available
for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result
of, any Drawdown Request by Maker.



 


		4.	Application of Payments. All payments shall be applied first to payment in full of any costs incurred
in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.



 


		5.	Events of Default. The following shall constitute an event of default (“Event of Default”):



 


		(a)	Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to
this Note within five (5) business days of the date specified above.



 


		(b)	Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable
                                                                 bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking
                                                                 possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any
                                                                 substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker
                                                                 generally to pay its debts as such debts become due, or
the taking of corporate action by Maker in furtherance of any of the foregoing.



 






    


     


    

 


		(c)	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days.



 


		6.	Remedies.



 


		(a)	Upon the occurrence of an Event of Default specified in Section 6(a) hereof, Payee may, by written
notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other
amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.



 


		(b)	Upon the occurrence of an Event of Default specified in Sections 6(b) and 6(c), the unpaid principal
balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable,
in all cases without any action on the part of Payee.



 


		7.	Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment
for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections
in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present
or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from
attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for
payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.



 


		8.	Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that
may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.



 


		9.	Notices. All notices, statements or other documents which are required or contemplated by this
Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier
service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently
provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail,
to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing
by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered
personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business
day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.



 






    


     


    

 


		10.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.



 


		11.	Severability. Any provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.



 


		12.	Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all
right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which
a portion of the proceeds of the IPO and the Private Placement were deposited, as described in greater detail in the Prospectus, and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.



 


		13.	Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and
only with, the written consent of the Maker and the Payee.



 


		14.	Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be
made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted
assignment without the required consent shall be void.



 


[Signature Page Follows]


 






    


     


    

 


IN WITNESS WHEREOF, Maker and Payee, intending
to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	MAKER:
	 	 
	 	TPB ACQUISITION CORPORATION I
	 	By:	   /s/ David Friedberg
	 	 	  Name: David Friedberg
	 	 	  Title: Chief Executive Officer
	 	 
	 	PAYEE:
	 	 
	 	TPB ACQUISITION SPONSOR I, LLC
	 	By:	  /s/ David Friedberg
	 	 	  Name: David Friedberg
	 	 	  Title: Manager




     



 






    


     


    

 


	
    Date of
Drawdown 
	
    Schedule
A Amount 
	
    Use of Funds