TCV Acquisition Corp. Menlo Park, CA 94025TCV Acquisition Corp. • March 19th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on January 29, 2021 by and between TCV Acquisition Holdings, a Cayman Islands limited liability company (the “Subscriber” or “you”), and TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 10,000,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,250,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 8th, 2021 • TCV Acquisition Corp. • 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 TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”), and TCV Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • April 19th, 2021 • TCV Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of April 13, 2021, is made and entered into by and among TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”), TCV Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (“TCV”), TCV Acquisition Holdings 2, L.P., a Cayman Islands exempted limited partnership (“TCV 2”, and collectively with TCV, 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”).
TCV Acquisition Corp. Menlo Park, CA 94025Letter Agreement • March 8th, 2021 • TCV Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 40,000,000 of the Company’s units (including 5,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be
WARRANT AGREEMENT between TCV ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [_____]. 2021Warrant Agreement • March 8th, 2021 • TCV Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [_____], 2021, is by and between TCV Acquisition Corp., 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”).
TCV Acquisition Corp. 35,000,000 Class A Ordinary Shares1 UNDERWRITING AGREEMENTTCV Acquisition Corp. • March 19th, 2021 • Blank checks • New York
TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 35,000,000 Class A Ordinary Shares (the “Firm Shares”), par value $0.0001 per share (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,000,000 additional Ordinary Shares to cover over-allotments (the “Option Shares”; the Option Shares, together with the Firm Shares, being hereinafter called the “Shares”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof. As used herein, th
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 19th, 2021 • TCV Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 13, 2021 by and between TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 19th, 2021 • TCV Acquisition Corp. • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this 13th day of April, 2021, by and between TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 19th, 2021 • TCV Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of April 13, 2021, is entered into by and between TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”), and TCV Acquisition Holdings 2, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
TCV Acquisition Corp. Menlo Park, CA 94025Letter Agreement • April 19th, 2021 • TCV Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 40,000,000 of the Company’s Class A ordinary shares, par value $.0001 (the “Ordinary Shares”) (including 5,000,000 Ordinary Shares that may be purchased pursuant to the Underwriters’ option to purchase Ordinary Shares to cover over-allotments. The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms u
TCV Acquisition Corp. Menlo Park, CA 94025Letter Agreement • March 19th, 2021 • TCV Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 40,000,000 of the Company’s Class A ordinary shares, par value $.0001 (the “Ordinary Shares”) (including 5,000,000 Ordinary Shares that may be purchased pursuant to the Underwriters’ option to purchase Ordinary Shares to cover over-allotments. The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms u
TCV Acquisition Corp. 35,000,000 Class A Ordinary Shares1 UNDERWRITING AGREEMENTTCV Acquisition Corp. • April 19th, 2021 • Blank checks • New York
TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 35,000,000 Class A Ordinary Shares (the “Firm Shares”), par value $0.0001 per share (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,000,000 additional Ordinary Shares to cover over-allotments (the “Option Shares”; the Option Shares, together with the Firm Shares, being hereinafter called the “Shares”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof. As used herein, th
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • March 19th, 2021 • TCV Acquisition Corp. • Blank checks • New York
This Securities Assignment Agreement (this “Agreement”), dated as of February 23, 2021, is made and entered into by and between TCV Acquisition Holdings, a Cayman Islands limited liability company (the “Assignor”), TCV Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (the “Assignee”) and TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 8th, 2021 • TCV Acquisition Corp. • Blank checks • New York
THIS ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of February 23, 2021, by and among (i) TCV Acquisition Holdings, a Cayman Islands limited liability company (the “Assignor”); (ii) TCV Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (the “Assignee”); and (iii) TCV Acquisition Corp., a Cayman Islands exempted company and blank check company (the “Maker”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 19th, 2021 • TCV Acquisition Corp. • Blank checks • New York
THIS ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of February 23, 2021, by and among (i) TCV Acquisition Holdings, a Cayman Islands limited liability company (the “Assignor”); (ii) TCV Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (the “Assignee”); and (iii) TCV Acquisition Corp., a Cayman Islands exempted company and blank check company (the “Maker”).
