Exhibit
10.7


 


TCV
Acquisition Corp.


250
Middlefield Road


Menlo
Park, CA 94025


 


	TCV
    Acquisition Holdings	January
    29, 2021
	250
    Middlefield Road	 
	Menlo
    Park, CA 94025	 


 


	RE:	Securities
    Subscription Agreement


 


Gentlemen:


 


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:


 


1.    Subscription and Purchase of Securities.


 


1.1.         Subscription and Purchase of Shares. For the sum of $25,000 (the “Purchase Price”), which the Company
acknowledges receiving in the form of a capital contribution, the Company hereby issues the Shares to the Subscriber, and the
Subscriber hereby subscribes for and purchases the Shares from the Company, 1,250,000 of which are subject to forfeiture, on the
terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being
forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law.


 


1.2.         Surrender of Class B Ordinary Share. upon the issue of the Shares, the Subscriber hereby surrenders to the Company for
no consideration the one Class B ordinary share held by the Subscriber following the incorporation of the Company.


 


2.    Representations, Warranties and Agreements. 


 


2.1.         Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber,
the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1.       
No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or
made any recommendation or endorsement of the offering of the Shares.


 


2.1.2.       
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the limited liability company agreement
of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law,
statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber
is subject.


 






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2.1.3.       
Formation, Registration and Authority. The Subscriber is a Cayman Islands limited liability company, validly existing and
in good standing under the laws of the Cayman Islands and possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement will be a legal, valid and binding
agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights
generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).


 


2.1.4.       
Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able
to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment
in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”) and therefore cannot be sold unless subsequently registered under the Securities
Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment
in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk of this investment until
the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption
from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares
and to afford a complete loss of Subscriber’s investment in the Shares.


 


2.1.5.       
Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the
opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company,
as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information
to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely
on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence
investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized
to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber
has not relied on any other representations or information in making its investment decision, whether written or oral, relating
to the Company, its operations and/or its prospects.


 


2.1.6.       
Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s
own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination
thereof in violation of the registration requirements of the Securities Act. The Subscriber did not decide to enter into this
Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 of Regulation D under
the Securities Act.


 






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2.1.7.       
Restrictions on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving
a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or book-entries
representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer,
resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant
to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that
if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber
may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption,
the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule
144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial business
combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual
transfer restrictions.


 


2.1.8.       
No Governmental Consents. No governmental, administrative or other third party consents or approvals are required or necessary
on the part of Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2.         Company’s Representations, Warranties and Agreements. To induce the Subscriber to subscribe for and purchase the
Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1.       
Incorporation and Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition,
operating results or assets of the Company. The Company possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement.


 


2.2.2.       
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the memorandum and articles of association
of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute,
rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3.       
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the
Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in
accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber
will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer
restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and
state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4.       
No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting
the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated
by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain
other relief in connection with any transactions.


 






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3.    Forfeiture of Shares.


 


3.1.         Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s)
of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall
forfeit any and all rights to such number of Shares (up to an aggregate of 1,250,000 Shares and pro rata based upon the percentage
of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial
shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including (i) Class A ordinary shares of the
Company, $0.0001 par value per share (the “Class A Shares” and, together with the Shares, “Ordinary
Shares”), issuable upon exercise of any warrants, (ii) any securities purchased by Subscriber in the Company’s
IPO or in the aftermarket or (iii) the Shares issued to the Subscriber in respect of the forward purchase) equal to 20% of the
issued and outstanding Ordinary Shares immediately following the IPO.


 


3.2.         Termination of Rights as Shareholder. If any of the Shares are forfeited in accordance with this Section 3, then after
such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such Shares, and the Company
shall take such action as is appropriate to cancel such Shares.


 


4.    Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement,
the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company
from the trust account which will be established for the benefit of the Company’s public shareholders and into which substantially
all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the
Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event
the Subscriber purchases securities in the IPO or in the aftermarket, any Class A Shares so purchased shall be eligible to receive
any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Ordinary Shares
into funds held in the Trust Account upon the successful completion of an initial business combination.


 


5.    Restrictions on Transfer.


 


5.1.         Restrictive
Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”


 


5.2.         Additional Shares or Substituted Securities. In the event of the declaration of a share capitalization, the declaration
of an extraordinary dividend payable in a form other than Shares, a spin-off, a share sub-division, an adjustment in conversion
ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Ordinary Shares without receipt of
consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed
with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately
be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or
property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3.


 






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5.3.         Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered
pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO.


 


6.    Other Agreements.


 


6.1.         Further Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Agreement.


 


6.2.         Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in
writing and delivered 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 and (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.


 


6.3.         Entire Agreement. This Agreement, together with that certain insider letter to be entered into between Subscriber and the
Company and the agreements to be entered into between the Company, the Subscriber and the anchor investors with respect to the
forward purchase, substantially in the forms to be filed as exhibits to the Registration Statement on Form S-1 associated with
the Company’s IPO, embody the entire agreement and understanding between the Subscriber and the Company with respect to
the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter
hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall
affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.


 


6.4.         Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement
executed by all parties hereto.


 


6.5.         Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom
granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver
or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose
for which it was given, and shall not constitute a continuing waiver or consent.


 


6.6.         Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior
written consent of the other party.


 
6.7.         Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the
parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing
in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity
shall be regarded as a third-party beneficiary of this Agreement.


 






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6.8.         Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance
with and governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state,
without giving effect to the conflict of law principles thereof.


 


6.9.         Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion
thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed
limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect.
In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions
of this Agreement shall nevertheless remain in full force and effect.


 


6.10.       No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy
under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power
or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor
any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other
or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party
hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on
a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand
to any other or further action in any circumstances without such notice or demand.


 


6.11.       Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement
or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery
hereof and any investigations made by or on behalf of the parties.


 


6.12.       No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as
to create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim
or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been
employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13.       Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference
only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14.       Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page
were an original thereof.




 






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6.15.       Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity
or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and
no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision
of this Agreement. The words “include,” “includes,” and “including” will
be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will
be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa,
unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and
not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and
covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or
covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to
the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract
from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


6.16.       Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been
subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party
hereto.


 


7.    Voting and Tender of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that the
Company negotiates and submits for approval to the Company’s shareholders and shall not seek redemption or repurchase with
respect to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented
to the Company’s shareholders in connection with an initial business combination negotiated by the Company


 


[Signature
Page Follows]


 






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If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return
it to us.


 


	 	Very
    truly yours,
	 	 
	 	TCV
    Acquisition Corp.
	 	 
		By:	/s/
    Frederic D. Fenton
	 	Name: 	Frederic
                                         D. Fenton

	 	Title:	Director


 


Accepted
and agreed as of the date first written above.


 


	TCV
    Acquisition Holdings 	 
	 	 
	By: 	/s/
    Frederic D. Fenton	 
	Name: 	Frederic
                                         D. Fenton
	 
	Title:	Manager	 


 


[Signature
Page to Securities Subscription Agreement]