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”).
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. 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
