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 • March 8th, 2021 • TCV Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 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 (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 8th, 2021 • TCV Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_____], 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 • March 8th, 2021 • TCV Acquisition Corp. • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this [_____] day of [_____], 2021, by and between TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • March 8th, 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”).
