Exhibit 10.2


 


REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT 


 


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”).


 


RECITALS 


 


WHEREAS, the Sponsor currently owns 10,000,000 Class B ordinary shares
of the Company, par value $0.0001 per share (the “Class B Ordinary Shares”), and the other Holders currently
own an aggregate of [_____] Class B Ordinary Shares, which were received from the Sponsor;


 


WHEREAS, the Class B Ordinary Shares are convertible into Class A
ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), at the time of the
initial Business Combination on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Company’s
amended and restated memorandum and articles of association, as may be amended from time to time;


 


WHEREAS, on [_____], 2021, the Company and the Sponsor entered into
that certain Private Placement Shares Purchase Agreement, pursuant to which the Sponsor agreed to purchase 1,000,000 Ordinary Shares
(or up to 1,100,000 Ordinary Shares if the Underwriter’s (as defined below) option to purchase additional Ordinary Shares
in connection with the Company’s initial public offering is exercised in full) (the “Private Placement Shares”),
in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS, in order to finance the Company’s transaction costs
in connection with an intended Business Combination (as defined below), the Sponsor or certain of the Company’s officers
or directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $2,000,000 of such
loans may be convertible into shares of the Company at a price of $10.00 per share at the option of the lender (the “Working
Capital Shares”); and


 


WHEREAS, the Company and the Holders desire to enter into this Agreement,
pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company,
as set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the mutual representations,
covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE 1


DEFINITIONS


 


1.1 Definitions. The terms defined in this Article I shall,
for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure” shall mean any public disclosure
of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or principal
financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration
Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be
required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business
purpose for not making such information public.


 






    


      


    

 





“Agreement” shall have the meaning given in the
Preamble. 


 


“Board” shall mean the Board of Directors of the
Company.


 


“Business Combination” shall mean any merger,
share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses,
involving the Company.


 


“Commission” shall mean the U.S. Securities and
Exchange Commission.


 


“Company” shall have the meaning given in the
Preamble.


 


“Demand Registration” shall have the meaning given
in subsection 2.1.1.


 


“Demanding Holder” shall have the meaning given
in subsection 2.1.1.


 


“Exchange Act” shall mean the Securities Exchange
Act of 1934, as it may be amended from time to time.


 


“Form S-1” shall have the meaning given in subsection
2.1.1.


 


“Form S-3” shall have the meaning given in subsection
2.3.


 


“Founder Shares” shall mean the Class B Ordinary
Shares and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.


 


“Founder Shares Lock-up Period” shall mean, with
respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s initial
Business Combination and (B) subsequent to the Business Combination, (x) if the last reported sales price of the Ordinary Shares
equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Company’s initial
Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other
similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property.


 


“Holders” shall have the meaning given in the
Preamble.


 


“Insider Letter” shall mean that certain letter
agreement, dated as of the date hereof, by and between the Company, the Sponsor and each of the Company’s officers, directors
and director nominees.


 


“Maximum Number of Securities” shall have the
meaning given in subsection 2.1.4.


 


“Misstatement” shall mean an untrue statement
of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or
necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances
under which they were made) not misleading.


 


“Nominee” is defined in Section 6.1.


 


“Ordinary Shares” shall have the meaning given
in the Recitals hereto.


 


“Permitted Transferees” shall mean a person or
entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration
of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any
other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 






    


      


    

 





“Piggyback Registration” shall have the meaning
given in subsection 2.2.1. 


 


“Private Placement Lock-up Period” shall mean,
with respect to Private Placement Shares that are held by the initial purchasers or their Permitted Transferees, the period ending
30 days after the completion of the Company’s initial Business Combination.


 


“Private Placement Shares” shall have the meaning
given in the Recitals hereto.


 


“Prospectus” shall mean the prospectus included
in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective
amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security” shall mean (a) the Founder
Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any such Founder
Shares or exercisable for Ordinary Shares), (b) the Private Placement Shares, (c) the Working Capital Shares, (d) any outstanding
Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other equity
security) of the Company held by a Holder as of the date of this Agreement, and (e) any other equity security of the Company issued
or issuable with respect to any such Ordinary Shares by way of a share capitalization or share split or in connection with a combination
of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular
Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect
to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred,
disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred,
new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities
shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker, dealer or underwriter in
a public distribution or other public securities transaction.


 


“Registration” shall mean a registration effected
by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act,
and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration Expenses” shall mean the out-of-pocket
expenses of a Registration, including, without limitation, the following:


 


(A) all registration and filing fees (including fees with respect to filings
required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Ordinary Shares
are then listed;


 


(B) fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(C) printing, messenger, telephone and delivery expenses;


 


(D) reasonable fees and disbursements of counsel for the Company;


 


(E) reasonable fees and disbursements of all independent registered public
accountants of the Company incurred specifically in connection with such Registration; and


 


(F) reasonable fees and expenses of one (1) legal counsel selected by the
majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable
Registration.


 


“Registration Statement” shall mean any registration
statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included
in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement,
and all exhibits to and all material incorporated by reference in such registration statement.


 






    


      


    

 





“Requesting Holder” shall have the meaning given
in subsection 2.1.1.


 


“Securities Act” shall mean the Securities Act
of 1933, as amended from time to time.


 


“Sponsor” shall have the meaning given in the
Recitals hereto.


 


“Sponsor Director” means an individual elected
to the Board that has been nominated by the Sponsor pursuant to this Agreement.


 


“Underwriter” shall mean a securities dealer who
purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making
activities.


 


“Underwritten Registration” or “Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment
underwriting for distribution to the public.


 


“Working Capital Shares” shall have the meaning
given in the Recitals hereto.


 


ARTICLE 2


REGISTRATIONS


 


2.1 Demand Registration.


 


2.1.1 Request for Registration. Subject to the provisions of subsection
2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business
Combination, the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities (the “Demanding
Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written
demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution
thereof (such written demand a “Demand Registration”). The Company shall, within five (5) days of the
Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand,
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable
Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s
Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing,
within three (3) business days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any
such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their
Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter
as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration,
the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand
Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations
pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided,
however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration
statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable
Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration
have been sold, in accordance with Section 3.1 of this Agreement.


 


2.1.2 Effective Registration. Notwithstanding the provisions of subsection
2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration
unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration
has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement
with respect thereto; provided, further, that if, after such Registration Statement has been declared effective,
an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any
stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement
with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or
injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding Holders initiating such
Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing,
but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated
or required to file another Registration Statement until the Registration Statement that has been previously filed with respect
to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 






    


      


    

 





2.1.3 Underwritten Offering. Subject to the provisions of subsection
2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their
Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of
an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities
in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion
of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing
to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into
an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest
of the Demanding Holders initiating the Demand Registration.


 


2.1.4 Reduction of Underwritten Offering. If the managing Underwriter
or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding
Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding
Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities
that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate
written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar
amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed
offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount
or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company
shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the
Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting
Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion
is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities;
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary
Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii),
the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration
pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number
of Securities.


 


2.1.5 Demand Registration Withdrawal. A majority-in-interest of the
Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a
Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their
intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a
Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 


2.2 Piggyback Registration.


 


2.2.1 Piggyback Rights. If, at any time on or after the date the
Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with
respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders
of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed
in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely
to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company
or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders
of Registrable Securities as soon as practicable but not less than seven (7) days before the anticipated filing date of such Registration
Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s)
of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to
all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such
Holders may request in writing within three (3) business days after receipt of such written notice (such Registration a “Piggyback
Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback
Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering
to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback
Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit
the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the Company.


 






    


      


    

 





2.2.2 Reduction of Piggyback Registration. If the managing Underwriter
or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and
the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of
the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration
has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable
Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant Section 2.2 hereof,
and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back
registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:


 


(a) If the Registration is undertaken for the Company’s account, the
Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company desires
to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights
to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the
Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without
exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or
entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities,
which can be sold without exceeding the Maximum Number of Securities;


 


(b) If the Registration is pursuant to a request by persons or entities
other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Ordinary
Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities,
which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number
of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities
that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities,
which can be sold without exceeding the Maximum Number of Securities.


 


2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable
Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification
to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration
prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration.
The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate
written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback
Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in
this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
prior to its withdrawal under this subsection 2.2.3.


 






    


      


    

 





2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity,
any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration
effected under Section 2.1 hereof.


 


2.3 Registrations on Form S-3.


 


The Holders of Registrable Securities may at any time, and from time to
time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter
by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or similar short form registration
statement that may be available at such time (“Form S-3”), or if the Company is ineligible to use Form
S-3, on Form S-1; provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering.
Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for
a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other
Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion
of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within
ten (10) business days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but
not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3,
the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written
request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as
are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated
to effect any such Registration pursuant to this Section 2.3, if (i) a Form S-3 is not available for such officering, or
(ii) if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled
to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any
aggregate price to the public of less than $10,000,000. In the event the Company files a registration statement pursuant to this
Section 2.3 on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3
as soon as practicable after the Company is eligible to use Form S-3. 


 


2.4 Restrictions on Registration Rights. If (A) during the period
starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending
on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the
Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and
it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become
effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the
commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would
be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration
Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the
Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration
Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement.
In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided,
however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding
anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement
shall become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder
Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be.


 






    


      


    

 


  


ARTICLE 3


COMPANY PROCEDURES


 


3.1 General Procedures. If at any time on or after the date the Company
consummates a Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall
use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended
plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


3.1.1 prepare and file with the Commission as soon as practicable a Registration
Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement
to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;


 


3.1.2 prepare and file with the Commission such amendments and post-effective
amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter
of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used
by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until
all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution
set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment
or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in
such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment
and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference
therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents
as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders
may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;


 


3.1.4 prior to any public offering of Registrable Securities, use its best
efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue
sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration
Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable
Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may
be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary
or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition
of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to
qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to
which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so
subject;


 


3.1.5 cause all such Registrable Securities to be listed on each securities
exchange or automated quotation system on which similar securities issued by the Company are then listed;


 


3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar
for all such Registrable Securities no later than the effective date of such Registration Statement;


 


3.1.7 advise each seller of such Registrable Securities, promptly after
it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness
of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable
best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;


 


3.1.8 at least five (5) days prior to the filing of any Registration Statement
or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (other than by way of a document incorporated
by reference) furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 


3.1.9 notify the Holders at any time when a Prospectus relating to such
Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which
the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement
as set forth in Section 3.4 hereof;


 


3.1.10 permit a representative of the Holders, the Underwriters, if any,
and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense,
in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all
information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration;
provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and
substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 






    


      


    

 





3.1.11 obtain a “cold comfort” letter from the Company’s
independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters
of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably
satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12 on the date the Registrable Securities are delivered for sale pursuant
to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration,
addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters
with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent,
or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably
satisfactory to a majority in interest of the participating Holders;


 


3.1.13 in the event of any Underwritten Offering, enter into and perform
its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;


 


3.1.14 make available to its security holders, as soon as reasonably practicable,
an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first
full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);


 


3.1.15 if the Registration involves the Registration of Registrable Securities
involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives of the Company
to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten
Offering; and


 


3.1.16 otherwise, in good faith, cooperate reasonably with, and take such
customary actions as may reasonably be requested by the Holders, in connection with such Registration.


 


3.2 Registration Expenses. The Registration Expenses of all Registrations
shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating
to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing
costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of
any legal counsel representing the Holders.


 


3.3 Requirements for Participation in Underwritten Offerings. No
person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by
the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting
arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities,
lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such
underwriting arrangements.


 


3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written
notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith
discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting
the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon
as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus
may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration
at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement
of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon
giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by
the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders
agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration
in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration
of any period during which it exercised its rights under this Section 3.4.


 






    


      


    

 





3.5 Reporting Obligations. As long as any Holder shall own Registrable
Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or
obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company
after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and
complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without
registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities
Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available
to the Company), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether it has complied with such requirements. 


 


ARTICLE 4


INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The Company agrees to indemnify, to the extent permitted by law, each
Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue
or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information
furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their
officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent
as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2 In connection with any Registration Statement in which a Holder of
Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as
the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted
by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable
attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus
or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission
is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received
by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities
shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning
of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 


4.1.3 Any person entitled to indemnification herein shall (i) give prompt
written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure
to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not
materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict
of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party
to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent
(but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the
defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by
such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying
party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which
cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the
terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such claim or litigation.


 






    


      


    

 





4.1.4 The indemnification provided for under this Agreement shall remain
in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director
or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable
Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party
for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.


 


4.1.5 If the indemnification provided under Section 4.1 hereof from
the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages,
liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall
contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and
expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party,
as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by,
such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,
knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability
of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in
such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities
referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and
4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation
or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection
4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable
considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person
who was not guilty of such fraudulent misrepresentation.


 


ARTICLE 5


SHAREHOLDER RIGHTS


 


5.1 Subject to the terms and conditions of this Agreement, at any time and
from time to time on or after the date that the Company consummates a Business Combination and for so long as the Sponsor holds
any Registrable Securities:


 


5.1.1 The Sponsor shall have the right, but not the obligation, to designate
three individuals to be appointed or nominated, as the case may be, for election to the Board (including any successor, each, a
“Nominee”) by giving written notice to the Company on or before the time such information is reasonably
requested by the Board or the Nominating Committee of the Board, as applicable, for inclusion in a proxy statement for a meeting
of shareholders provided to the Sponsor.


 


5.1.2 The Company will, as promptly as practicable, use its best efforts
to take all necessary and desirable actions (including, without limitation, calling special meetings of the Board and the shareholders
and recommending, supporting and soliciting proxies) so that there is three Sponsor Directors serving on the Board at all times.


 


5.1.3 The Company shall, to the fullest extent permitted by applicable law,
use its best efforts to take all actions necessary to ensure that: (i) each Nominee is included in the Board’s slate of nominees
to the shareholders of the Company for each election of Directors; and (ii) each Nominee is included in the proxy statement prepared
by management of the Company in connection with soliciting proxies for every meeting of the shareholders of the Company called
with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or
approval by written consent of the shareholders of the Company or the Board with respect to the election of members of the Board.


 






    


      


    

 


5.1.4 If a vacancy occurs because of the death, disability, disqualification,
resignation, or removal of a Sponsor Director or for any other reason, the Sponsor shall be entitled to designate such person’s
successor, and the Company will, as promptly as practicable following such designation, use its best efforts to take all necessary
and desirable actions, to the fullest extent permitted by law, within its control such that such vacancy shall be filled with
such successor Nominee.


 


5.1.5 If a Nominee is not elected because of such Nominee’s death,
disability, disqualification, withdrawal as a nominee or for any other reason, the Sponsor shall be entitled to designate promptly
another Nominee and the Company will take all necessary and desirable actions within its control such that the director position
for which such Nominee was nominated shall not be filled pending such designation or the size of the Board shall be increased by
one and such vacancy shall be filled with such successor Nominee as promptly as practicable following such designation.


 


5.1.6 As promptly as reasonably practicable following the request of any
Sponsor Director, the Company shall enter into an indemnification agreement with such Sponsor Director, in the form entered into
with the other members of the Board. The Company shall pay the reasonable, documented out-of-pocket expenses incurred by the Sponsor
Director in connection with his or her services provided to or on behalf of the Company, including attending meetings or events
attended explicitly on behalf of the Company at the Company’s request.


 


5.1.7 The Company shall (i) purchase directors’ and officers’
liability insurance in an amount determined by the Board to be reasonable and customary and (ii) for so long as a Sponsor Director
serves as a Director of the Company, maintain such coverage with respect to such Sponsor Director; provided that upon removal
or resignation of such Sponsor Director for any reason, the Company shall take all actions reasonably necessary to extend such
directors’ and officers’ liability insurance coverage for a period of not less than six years from any such event in
respect of any act or omission occurring at or prior to such event.


 


5.1.8 For so long as a Sponsor Director serves as a Director of the Company,
the Company shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Director nominated
pursuant to this Agreement as and to the extent consistent with applicable law, whether such right is contained in the Company’s
amended and restated memorandum and articles of association, each as amended, or another document (except to the extent such amendment
or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive basis than permitted
prior thereto).


 


5.1.9 Each Nominee may, but does not need to qualify as “independent”
pursuant to listing standards of the New York Stock Exchange (or such other national securities exchange upon which the Company’s
securities are then listed).


 


5.1.10 Any Nominee will be subject to the Company’s customary due
diligence process, including its review of a completed questionnaire and a background check. Based on the foregoing, the Company
may object to any Nominee provided (a) it does so in good faith, and (b) such objection is based upon any of the following: (i)
such Nominee was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses), (ii) such Nominee was the subject of any order, judgment, or decree not subsequently reversed, suspended
or vacated of any court of competent jurisdiction, permanently or temporarily enjoining such proposed director from, or otherwise
limiting, the following activities: (A) engaging in any type of business practice, or (B) engaging in any activity in connection
with the purchase or sale of any security or in connection with any violation of federal or state securities laws, (iii) such Nominee
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in
clause (ii)(B), or to be associated with persons engaged in such activity, (iv) such proposed director was found by a court of
competent jurisdiction in a civil action or by the Commission to have violated any federal or state securities law, and the judgment
in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated, or (v) such proposed
director was the subject of, or a party to any federal or state judicial or administrative order, judgment, decree, or finding,
not subsequently reversed, suspended or vacated, relating to a violation of any federal or state securities laws or regulations.
In the event the Board reasonably finds the Nominee to be unsuitable based upon one or more of the foregoing clauses (i) through
(v) and reasonably objects to the identified director, Sponsor shall be entitled to propose a different nominee to the Board within
30 calendar days of the Company’s notice to Sponsor of its objection to the Nominee and such replacement Nominee shall be
subject to the review process outlined above.


 






    


      


    

 





5.1.11 The Company shall take all necessary action to cause a Nominee chosen
by the Sponsor, at the request of such Nominee to be elected to the board of directors (or similar governing body) of each material
operating subsidiary of the Company. The Nominee, as applicable, shall have the right to attend (in person or remotely) any meetings
of the board of directors (or similar governing body or committee thereof) of each subsidiary of the Company. 


 


ARTICLE 6


MISCELLANEOUS


 


6.1 Notices. Any notice or communication under this Agreement must
be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered
or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii)
transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered,
or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed
notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service,
hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery
receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or
communication under this Agreement must be addressed, if to the Company, to: 250 Middlefield Road, Menlo Park, CA 94025, Attention:
legal@tcv.com, with copy to; Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036, Attention: Paul D. Tropp, and,
if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any
party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such
change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.


 


6.2 Assignment; No Third Party Beneficiaries.


 


6.2.1 This Agreement and the rights, duties and obligations of the Company
hereunder may not be assigned or delegated by the Company in whole or in part.


 


6.2.2 Prior to the expiration of the Founder Shares Lock-up Period or the
Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations
under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted
Transferee.


 


6.2.3 This Agreement and the provisions hereof shall be binding upon and
shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include
Permitted Transferees.


 


6.2.4 This Agreement shall not confer any rights or benefits on any persons
that are not parties hereto, other than as expressly set forth in this Agreement and Section 6.2 hereof.


 


6.2.5 No assignment by any party hereto of such party’s rights, duties
and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written
notice of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably
satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum
or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 6.2
shall be null and void.


 


6.3 Severability. This Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible that is valid and enforceable.


 


6.4 Counterparts. This Agreement may be executed in multiple counterparts
(including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute
the same instrument, but only one of which need be produced.


 


6.5 Entire Agreement. This Agreement (including all agreements entered
into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations,
understandings, negotiations and discussions between the parties, whether oral or written.


 






    


      


    

 





6.6 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT
MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY
WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.


 


6.7 WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS
OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


6.8 Amendments and Modifications. Upon the written consent of the
Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with
any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants
or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver
hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of the Company, in a manner that is
materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of
dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company
in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or
the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver
or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


6.9 Titles and Headings. Titles and headings of sections of this
Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.


 


6.10 Waivers and Extensions. Any party to this Agreement may waive
any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the
waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made
in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No
waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach
thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations
or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


6.11 Remedies Cumulative. In the event that the Company fails to
observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holders may proceed to protect
and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement
or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to
enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond.
None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or
remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter
available at law, in equity, by statute or otherwise.


 


6.12 Other Registration Rights. The Company represents and warrants
that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities
of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities
for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes
any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any
such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


6.13 Term. This Agreement shall terminate upon the earlier of (i)
the tenth anniversary of the date of this Agreement and (ii) the date as of which no Registrable Securities remain outstanding.
The provisions of Section 3.5 and Article IV shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 



    


      


    

 


IN WITNESS WHEREOF, the undersigned have caused this Agreement to
be executed as of the date first written above.


	 	 	 
	 	COMPANY:
	 
	 	TCV ACQUISITION CORP.
	 	 
		By:	 
		Name:  	Frederic Fenton
		Title:	President



 


[Signature Page to Registration and Shareholder Rights Agreement]


 



    


      


    

 


	 	HOLDERS:
	 
	
         
	TCV ACQUISITION HOLDINGS,
L.P. 

        By: TCV Acquisition Holdings, Ltd., its general partner

	 	 
		By:	 
		Name: 	Frederic Fenton
		Title:	Director



 


[Signature Page to Registration and Shareholder Rights Agreement]


 



    


      


    

 


		By: 	 
	 	 	Jay Hoag



 


[Signature Page to Registration and Shareholder Rights Agreement]


 



    


      


    

 


		By: 	 
	 	 	Christopher Marshall



 


[Signature Page to Registration and Shareholder Rights Agreement]


 



    


      


    

 


		By: 	 
	 	 	Jon Reynolds Jr.



 


[Signature Page to Registration and Shareholder Rights Agreement]


 



    


      


    

 


		By: 	 
	 	 	Erez Elisha



 


[Signature Page to Registration and Shareholder Rights Agreement]


 



    


      


    

 


		By: 	 
	 	 	Frederic Fenton



 


[Signature Page to Registration and Shareholder Rights Agreement]