Exhibit
        10.4

   

  INDEMNIFICATION
        AGREEMENT

   

  This
      Indemnification Agreement (“Agreement”) is made and entered into as of this [_____] day of [_____], 2021, by
      and between TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [           ]
      (“Indemnitee”).

   

  WHEREAS,
      in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire
      of the Company to attract and retain qualified individuals to serve as directors and officers, it is reasonable, prudent and necessary
      for the Company to indemnify and advance expenses on behalf of its directors and/or officers to the fullest extent permitted by
      applicable law and the Articles so that they will serve or continue to serve the Company free from undue concern regarding such
      risks;

   

  WHEREAS,
      the Company has requested that Indemnitee serve or continue to serve as a director and/or an officer of the Company and may have
      requested or may in the future request that Indemnitee serve in other capacities;

   

  WHEREAS,
      one of the conditions that Indemnitee requires in order to serve as a director and/or an officer of the Company is that Indemnitee
      be so indemnified; and

   

  WHEREAS,
      Indemnitee does not regard the advancement or indemnification protections provided for in the Bylaws or the Articles to be adequate
      protection against personal liability.

   

  NOW,
      THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant
      and agree as follows:

   

  1.                 
      Services by Indemnitee. Indemnitee agrees to serve as a director and/or an officer of the Company. Indemnitee may at any
      time and for any reason resign from such position (subject to any contractual obligation the Indemnitee may have under any other
      agreement).

   

  2.                 
      Indemnification - General. On the terms and subject to the conditions of this Agreement, the Company shall, to the fullest
      extent permitted by law and the Articles, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against,
      all losses, liabilities, judgments, fines, penalties, costs, amounts paid in settlement, Expenses (as hereinafter defined) and
      other amounts that Indemnitee incurs and that result from, arise in connection with or are by reason of Indemnitee’s Corporate
      Status (as hereinafter defined) and shall advance Expenses to Indemnitee. The obligations of the Company under this Agreement
      (a) shall continue after such time as Indemnitee ceases to serve as a director or an officer of the Company or in any other Corporate
      Status, and (b) include, without limitation, claims for monetary damages against Indemnitee in respect of any actual or alleged
      liability or other loss of Indemnitee, to the fullest extent permitted under applicable law and the Articles as in existence on
      the date hereof and as amended from time to time.

   

  
  
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  3.                 
      Proceedings Other Than Proceedings by or in the Right of the Company. If in connection with or by reason of Indemnitee’s
      Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter
      defined) other than a Proceeding by or in the right of the Company to procure a judgment in its favor, the Company shall, to the
      fullest extent permitted by law and the Articles, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and
      against, all Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments
      and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts
      paid in settlement) incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or
      matter therein.

   

  4.                 
      Proceedings by or in the Right of the Company. If in connection with or by reason of Indemnitee’s Corporate Status,
      Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company
      to procure a judgment in the Company’s favor, the Company shall, to the fullest extent permitted by law and the Articles,
      indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on
      behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein.

   

  5.                 
      Mandatory Indemnification in Case of Successful Defense. Notwithstanding any other provision of this Agreement, to the
      extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding
      or any claim, issue or matter therein (including, without limitation, any Proceeding brought by or in the right of the Company),
      the Company shall, to the fullest extent permitted by law and the Articles, indemnify Indemnitee with respect to, and hold Indemnitee
      harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection therewith. If Indemnitee
      is not wholly successful in defense of such Proceeding but is successful, on the merits or otherwise, as to one or more but less
      than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee
      against all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with each successfully resolved claim, issue
      or matter. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in
      such a Proceeding by dismissal, with or without prejudice, on substantive or procedural grounds, or settlement of any such claim
      prior to a final judgment by a court of competent jurisdiction with respect to such Proceeding, shall be deemed to be a successful
      result as to such claim, issue or matter.

   

  6.                 
      Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification
      by the Company for some or a portion of the Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement
      (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments,
      penalties, fines and amounts paid in settlement) incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceeding
      or any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by law and the
      Articles, indemnify Indemnitee to the fullest extent to which Indemnitee is entitled to such indemnification.

   

  
  
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  7.                 
      Indemnification for Additional Expenses Incurred to Secure Recovery or as Witness.

   

  (a)              
      The Company shall, to the fullest extent permitted by law and the Articles, indemnify Indemnitee with respect to, and hold Indemnitee
      harmless from and against, any and all Expenses and, if requested by Indemnitee, shall advance on an as-incurred basis (as provided
      in Section 8 of this Agreement) such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action
      or proceeding or part thereof brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under
      this Agreement, any other agreement, the Articles or Bylaws of the Company as now or hereafter in effect; or (ii) recovery under
      any director and officer liability insurance policies maintained by the Company.

   

  (b)              
      To the extent that Indemnitee is a witness (or is forced or asked to respond to discovery requests) in any Proceeding to which
      Indemnitee is not a party, the Company shall, to the fullest extent permitted by law and the Articles, indemnify Indemnitee with
      respect to, and hold Indemnitee harmless from and against, and the Company will advance on an as-incurred basis (as provided in
      Section 8 of this Agreement), all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection therewith.

   

  8.                 
      Advancement of Expenses. The Company shall, to the fullest extent permitted by law and the Articles, pay on a current and
      as-incurred basis all Expenses incurred by Indemnitee in connection with any Proceeding in any way connected with, resulting from
      or relating to Indemnitee’s Corporate Status. Such Expenses shall be paid in advance of the final disposition of such Proceeding,
      without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether
      an Adverse Determination (as hereinafter defined) has been or may be made, except as contemplated by the last sentence of Section
        9(f) of this Agreement. Upon submission of a request for advancement of Expenses pursuant to Section 9(c) of this Agreement,
      Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses
      shall continue until such time (if any) as there is a final non-appealable judicial determination that Indemnitee is not entitled
      to indemnification. Indemnitee shall repay such amounts advanced if and to the extent that it shall ultimately be determined in
      a decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified
      by the Company for such Expenses. Such repayment obligation shall be unsecured and shall not bear interest. The Company shall
      not impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment.

   

  9.            
      Indemnification Procedures.

   

  (a)           
      Notice of Proceeding. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena,
      complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
      or advancement of Expenses hereunder. Any failure by Indemnitee to notify the Company will relieve the Company of its advancement
      or indemnification obligations under this Agreement only to the extent the Company can establish that such omission to notify
      resulted in actual and material prejudice to it which cannot be reversed or otherwise eliminated without any material negative
      effect on the Company, and the omission to notify the Company will, in any event, not relieve the Company from any liability which
      it may have to indemnify Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the Company
      has director and officer insurance policies in effect, the Company will promptly notify the relevant insurers in accordance with
      the procedures and requirements of such policies.

   

  
  
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  (b)          
      Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim
      or Proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be
      provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which
      could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on
      Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than
      Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that
      are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters
      and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all
      Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated
      to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by
      Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned,
      unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company
      and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability
      on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection
      with such matters.

   

  (c)           
      Request for Advancement; Request for Indemnification.

   

  (i)                
      To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together
      with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee,
      and, only to the extent required by applicable law which cannot be waived, an unsecured written undertaking to repay amounts advanced.
      The Company shall make advance payment of Expenses to Indemnitee no later than five (5) business days after receipt of the written
      request for advancement (and each subsequent request for advancement) by Indemnitee. If, at the time of receipt of any such written
      request for advancement of Expenses, the Company has director and officer insurance policies in effect, the Company will promptly
      notify the relevant insurers in accordance with the procedures and requirements of such policies. The Company shall thereafter
      keep such director and officer insurers informed of the status of the Proceeding or other claim and take such other actions, as
      appropriate to secure coverage of Indemnitee for such claim.

   

  
  
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  (ii)                To
      obtain indemnification under this Agreement, Indemnitee may submit a written request for indemnification hereunder. The time at
      which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee's sole
      discretion. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits
      such a written request for indemnification), a Determination (as hereinafter defined) shall thereafter be made, as provided in
      and only to the extent required by Section 9(d) of this Agreement. In no event shall a Determination be made, or required
      to be made, as a condition to or otherwise in connection with any advancement of Expenses pursuant to Section 8 and Section
        9(c)(i) of this Agreement. If, at the time of receipt of any such request for indemnification, the Company has director and
      officer insurance policies in effect, the Company will promptly notify the relevant insurers and take such other actions as necessary
      or appropriate to secure coverage of Indemnitee for such claim in accordance with the procedures and requirements of such policies.

   

  (d)          
      Determination. The Company agrees that Indemnitee shall be indemnified to the fullest extent permitted by law and the Articles
      and that no Determination shall be required in connection with such indemnification unless specifically required by applicable
      law which cannot be waived. In no event shall a Determination be required in connection with indemnification for Expenses pursuant
      to Section 7 of this Agreement or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee
      has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other
      indemnification of Indemnitee, and any such Determination, shall be made within twenty (20) days after receipt of Indemnitee’s
      written request for indemnification pursuant to Section 9(c)(ii) and such Determination shall be made either (i) by the
      Disinterested Directors (as hereinafter defined), even though less than a quorum, so long as Indemnitee does not request that
      such Determination be made by Independent Counsel (as hereinafter defined), or (ii) if so requested by Indemnitee, in Indemnitee’s
      sole discretion, by Independent Counsel in a written opinion to the Company and Indemnitee. If a Determination is made that Indemnitee
      is entitled to indemnification, payment to Indemnitee shall be made within five (5) business days after such Determination. Indemnitee
      shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
      to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or
      information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
      reasonably necessary to such Determination. Any Expenses incurred by Indemnitee in so cooperating with the Disinterested Directors
      or Independent Counsel, as the case may be, making such determination shall be advanced and borne by the Company (irrespective
      of the Determination as to Indemnitee’s entitlement to indemnification) and the Company is liable to indemnify and hold
      Indemnitee harmless therefrom. If the person, persons or entity empowered or selected under Section 9(d) of this Agreement
      to determine whether Indemnitee is entitled to indemnification shall not have made a determination within twenty (20) days after
      receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest
      extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i)
      a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
      not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
      applicable law; provided, however, that such twenty (20) day period may be extended for a reasonable time, not to exceed an additional
      twenty (20) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in
      good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto;
      and provided, further, that the foregoing provisions of this Section 9(d) shall not apply if the determination of entitlement
      to indemnification is to be made by Independent Counsel pursuant to Section 9(e).

   

  
  
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  (e)           
      Independent Counsel. In the event Indemnitee requests that the Determination be made by Independent Counsel pursuant to
      Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The
      Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board
      of Directors, in which event the Board of Directors shall make such selection on behalf of the Company, subject to the remaining
      provisions of this Section 9(e)), and Indemnitee or the Company, as the case may be, shall give written notice to the other,
      advising the Company or Indemnitee of the identity of the Independent Counsel so selected. The Company or Indemnitee, as the case
      may be, may, within five (5) days after such written notice of selection shall have been received, deliver to Indemnitee or the
      Company, as the case may be, a written objection to such selection; provided, however, that such objection may be
      asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
      as defined in Section 15 of this Agreement, and the objection shall set forth with particularity the factual basis of such
      assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection
      is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection
      is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within ten (10) days
      after submission by Indemnitee of a written request for indemnification pursuant to Section 9(c)(ii) of this Agreement
      and after a request for the appointment of Independent Counsel has been made, no Independent Counsel shall have been selected
      and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection
      which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment
      as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person
      with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section
        9(d) of this Agreement. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f)
      of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject
      to the applicable standards of professional conduct then prevailing). Any expenses incurred by or in connection with the appointment
      of Independent Counsel shall be borne by the Company (irrespective of the Determination of Indemnitee’s entitlement to indemnification)
      and not by Indemnitee.

   

  (f)           
      Consequences of Determination; Remedies of Indemnitee. The Company shall be bound by and shall have no right to challenge
      a Favorable Determination. If an Adverse Determination is made, or if for any other reason the Company does not make timely indemnification
      payments or advances of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction
      to challenge such Adverse Determination and/or to require the Company to make such payments or advances (and the Company shall
      have the right to defend its position in such Proceeding and to appeal any adverse judgment in such Proceeding). Indemnitee shall
      be entitled to be indemnified for all Expenses incurred in connection with such a Proceeding and to have such Expenses advanced
      by the Company in accordance with Section 8 of this Agreement. If Indemnitee fails to challenge an Adverse Determination
      within fifteen (15) business days, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been
      upheld by a final judgment of a court of competent jurisdiction from which no appeal can be taken, then, to the extent and only
      to the extent required by such Adverse Determination or final judgment, the Company shall not be obligated to indemnify or advance
      Expenses to Indemnitee under this Agreement.

   

  
  
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  (g)          
      Presumptions; Burden and Standard of Proof. The parties intend and agree that, to the extent permitted by law, in connection
      with any Determination with respect to Indemnitee’s entitlement to indemnification hereunder by any person, including a
      court:

   

  (i)                
      it will be presumed that Indemnitee is entitled to indemnification under this Agreement (notwithstanding any Adverse Determination),
      and the Company or any other person or entity challenging such right will have the burden of proof to overcome that presumption
      in connection with the making by any person, persons or entity of any determination contrary to that presumption;

   

  (ii)                the
      termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere
      or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which
      Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal
      action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful;

   

  (iii)              
      Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account
      of the Company, including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees
      of the board of directors of the Company, or on the advice of legal counsel or other advisors (including financial advisors and
      accountants) for the Company or on information or records given in reports made to the Company by an independent certified public
      accountant or by an appraiser or other expert or advisor selected by the Company; and

   

  (iv)              
      the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or relevant enterprises
      will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder.

   

  The
      provisions of this Section 9(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which
      Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

   

  
  
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  10.          
      Remedies of Indemnitee.

   

  (a)          
      Subject to Section 10(e), in the event that (i) a determination is made pursuant to Section 9(d) of this Agreement
      that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant
      to Section 9(c) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant
      to Section 9(d) of this Agreement within twenty (20) days after receipt by the Company of the request for indemnification,
      (iv) payment of indemnification is not made pursuant to Section 5, 6 or 7 of this Agreement within five
      (5) business days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section
        3, 4 or 7 of this Agreement is not made within five (5) business days after a determination has been made that
      Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take
      any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed
      to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee
      shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively,
      Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial
      Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or
      an award in arbitration within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence
      such proceeding pursuant to this Section 10(a); provided, however, that the foregoing clause shall not apply
      in respect of a proceeding brought by Indemnitee to enforce his rights under Section 5 of this Agreement. The Company
      shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

   

  (b)          
      In the event that a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee is not
      entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be
      conducted in all respects as a de novo trial, or arbitration, on the merits, in which (i) Indemnitee shall not be prejudiced by
      reason of that adverse determination, and (ii) the Company shall bear the burden of establishing that Indemnitee is not entitled
      to indemnification.

   

  (c)           
      If a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee is entitled to indemnification,
      the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section
        10, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
      statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
      under applicable law.

   

  (d)          
      The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration
      commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and
      enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions
      of this Agreement.

   

  (e)           
      Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification
      under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

   

  
  
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  11.          
      Insurance; Subrogation; Other Rights of Recovery, etc.

   

  (a)              
      The Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance
      companies with A.M. Best ratings of “A” or better, providing Indemnitee with coverage for any liability asserted against,
      and incurred by, Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, or arising out of
      Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability.
      Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage
      provided to any other director or officer of the Company. If the Company has such insurance in effect at the time it receives
      from Indemnitee any notice of the commencement of an action, suit, proceeding or other claim, the Company shall give prompt notice
      of the commencement of such action, suit, proceeding or other claim to the insurers and take such other actions in accordance
      with the procedures set forth in the policy as required or appropriate to secure coverage of Indemnitee for such action, suit,
      proceeding or other claim. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay,
      on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding or other claim in accordance with the
      terms of such policy. The Company shall continue to provide such insurance coverage to Indemnitee for a period of at least ten
      (10) years after Indemnitee ceases to serve as a director or an officer or in any other Corporate Status.

   

  (b)              
      The Company shall not be liable to pay or advance to Indemnitee any amounts otherwise indemnifiable under this Agreement or under
      any other indemnification agreement if and to the extent that Indemnitee has otherwise actually received such payment under any
      insurance policy, contract, agreement or otherwise; provided, however, that (i) the Company hereby agrees that it is the indemnitor
      of first resort under this Agreement and under any other indemnification agreement (i.e., its obligations to Indemnitee under
      this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to Indemnitee are primary

   

  (c)              
      Except as provided in Sections 11(b) and 11(c) of this Agreement, the rights to indemnification and advancement
      of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time,
      whenever conferred or arising, be entitled under applicable law, under the Articles or Bylaws, or under any other agreement, or
      otherwise. Indemnitee’s rights under this Agreement are present contractual rights that fully vest upon Indemnitee’s
      first service as a director or an officer of the Company. The Parties hereby agree that Sections 11(b) and 11(c)
      of this Agreement shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement
      provided to Indemnitee under any other contract, agreement or document with the Company.

   

  (d)              
      No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
      under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior
      to such amendment, alteration or repeal. To the extent that a change in the General Corporation Law of the State of Delaware (or
      other applicable law), whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than
      would be afforded currently under the the Articles or Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee
      enjoy by this Agreement the greater benefits so afforded by such change. The assertion or employment of any right or remedy hereunder,
      or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

   

  
  
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  12.              
      Employment Rights; Successors; Third Party Beneficiaries.

   

  (a)              
      This Agreement shall not be deemed an employment contract between the Company and Indemnitee. This Agreement shall continue in
      force as provided above after Indemnitee has ceased to serve as a director and/or an officer of the Company or any other Corporate
      Status.

   

  (b)              
      This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and
      Indemnitee’s heirs, executors and administrators. If the Company or any of its successors or assigns shall (i) consolidate
      with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such
      consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any individual, corporation
      or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Company
      shall assume all of the obligations set forth in this Agreement.

   

  13.              
      Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for
      any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including
      without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or
      unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b)
      such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum
      effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including,
      without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or
      unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested
      thereby.

   

  14.              
      Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement
      and except as provided in Section 7(a) of this Agreement or as may otherwise be agreed by the Company, Indemnitee shall
      not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee
      (other than a Proceeding by Indemnitee (i) by way of defense or counterclaim or other similar portion of a Proceeding, (ii) to
      enforce Indemnitee’s rights under this Agreement or (iii) to enforce any other rights of Indemnitee to indemnification,
      advancement or contribution from the Company under any other contract, bylaws or charter or under statute or other law), unless
      the bringing of such Proceeding or making of such claim shall have been approved by the Board of Directors of the Company.

   

  15.              
      Definitions. For purposes of this Agreement:

   

  (a)              
      “Articles” means the Amended & Restated Memorandum and Articles of Association of the Company.

   

  (b)              
      “Board of Directors” means the board of directors of the Company.

   

  (c)              
      “Bylaws” means (i) in the case of the Company, its Bylaws and (ii) in the case of any other entity, its bylaws
      or similar governing document.

  
  
    	 	-
            10 -	 


  

  
     

  

  
   

  (e)              
      “Corporate Status” describes the status of a person by reason of such person’s past, present or future
      service as a director, officer, employee, fiduciary, trustee, or agent of the Company (including, without limitation, one who
      serves at the request of the Company as a director, officer, employee, fiduciary, trustee or agent of any other entity).

   

  (f)               
      “Determination” means a determination that either (x) there is a reasonable basis for the conclusion that indemnification
      of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (a “Favorable Determination”)
      or (y) there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because
      Indemnitee met a particular standard of conduct (an “Adverse Determination”). An Adverse Determination shall
      include the decision that a Determination was required in connection with indemnification and the decision as to the applicable
      standard of conduct.

   

  (g)              
      “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in
      respect of which indemnification is sought by Indemnitee and does not otherwise have an interest materially adverse to any interest
      of the Indemnitee.

   

  (h)              
      “Expenses” shall mean all direct and indirect costs, fees and expenses of any type or nature whatsoever and
      shall specifically include, without limitation, all reasonable attorneys’ fees, retainers, court costs, transcript costs,
      fees and costs of experts, witness fees and costs, travel expenses, duplicating costs, printing and binding costs, telephone charges,
      postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or
      deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses
      of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
      being or preparing to be a witness, in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding,
      including, but not limited to, the premium for appeal bonds, attachment bonds or similar bonds and all interest, assessments and
      other charges paid or payable in connection with or in respect of any such Expenses, and shall also specifically include, without
      limitation, all reasonable attorneys’ fees and all other expenses incurred by or on behalf of Indemnitee in connection with
      preparing and submitting any requests or statements for indemnification, advancement, contribution or any other right provided
      by this Agreement. Expenses, however, shall not include amounts of judgments or fines against Indemnitee.

   

  (i)               
      “Independent Counsel” means, at any time, any law firm, or a member of a law firm, that (a) is experienced
      in matters of corporation law and (b) is not, at such time, or has not been in the five years prior to such time, retained to
      represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning
      Indemnitee under this Agreement, or of other indemnities under similar indemnification agreements), or (ii) any other party to
      the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
      Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would
      have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights
      under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above
      and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to
      this Agreement or its engagement pursuant hereto and to be jointly and severally liable therefor.

   

  
  
    	 	-
            11 -	 


  

  
     

  

  
   

  (j)               
      “Proceeding” includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute
      resolution mechanism, investigation (formal or informal), inquiry, administrative hearing or any other actual, threatened, pending
      or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative
      or investigative in nature, in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise, by reason
      of Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s
      part while acting as director, officer, employees, fiduciary, trustee or agent of the Company (in each case whether or not he
      is acting or serving in any such capacity or has such status at the time any liability or expense is incurred for which indemnification
      or advancement of Expenses can be provided under this Agreement). If the Indemnitee believes in good faith that a given situation
      may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.

   

  16.             
      Construction. Whenever required by the context, as used in this Agreement the singular number shall include the plural,
      the plural shall include the singular, and all words herein in any gender shall be deemed to include (as appropriate) all genders.

   

  17.             
      Reliance. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations
      imposed on it hereby in order to induce Indemnitee to serve as a director and/or an officer of the Company, and the Company acknowledges
      that Indemnitee is relying upon this Agreement in serving as a director and/or an officer of the Company.

   

  18.             
      Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in
      a writing identified as such by all of the parties hereto. Except as otherwise expressly provided herein, the rights of a party
      hereunder (including the right to enforce the obligations hereunder of the other parties) may be waived only with the written
      consent of such party, and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of
      any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

   

  
  
    	 	-
            12 -	 


  

  
     

  

  
   

  19.             
      Notice Mechanics. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed
      to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall
      have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date
      on which it is so mailed:

   

  (a)              
      If to Indemnitee to:

   

  	 	[______________]
	 	[______________]
	 	Attn:  [Name of Indemnitee] & [Name of General Counsel]


   

  with
      a copy to:            [outside counsel]

   

  (b)            
      If to the Company, to:

   

  

  	 	TCV Acquisition Corp.
	 	250 Middlefield Road
	 	Menlo Park, CA 94025
	 	Attn: legal@tcv.com 


   

  	 	with a copy to:	 	Ropes & Gray LLP
	 	 	 	1211 Avenue of the Americas
	 	 	 	New York, NY 10036
	 	 	 	Attention: Paul Tropp
	 	 	 	Email: paul.tropp@ropesgray.com


   

  or
      to such other address as may have been furnished (in the manner prescribed above) as follows: (a) in the case of a change in address
      for notices to Indemnitee, furnished by Indemnitee to the Company and (b) in the case of a change in address for notices to the
      Company, furnished by the Company to Indemnitee.

   

  20.              
      Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement
      is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the
      amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement
      and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement,
      in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect
      (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause
      to such Proceeding; and/or (ii) the relative fault of the Company (and its other directors, officers, employees and agents) and
      Indemnitee in connection with such event(s) and/or transaction(s).

   

  21.              
      Governing Law; Submission to Jurisdiction; Appointment of Agent for Service of Process. This Agreement and the legal relations
      among the parties shall, to the fullest extent permitted by law, be governed by, and construed and enforced in accordance with,
      the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably
      and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought
      only in the Court of Chancery of the State of Delaware (the “Delaware Court”), and not in any other state or federal
      court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction
      of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive
      any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to
      plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or
      otherwise inconvenient forum.

   

  

  
  
    	 	-
            13 -	 


  

  
     

  

  
   

  22.             
      Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to
      constitute part of this Agreement or to affect the construction thereof.

   

  23.             
      Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed
      to be an original but all of which together shall constitute one and the same Agreement.

   

  [Remainder
        of Page Intentionally Blank]

   

  
  
    	 	-
            14 -	 


  

  
     

  

  
   

  IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

   

  	Company:	TCV Acquisition Corp.
	 	 	 
	 	By:	
	 	Name: 	 
	 	Title:	 
	 	 	 
	Indemnitee:	 
	 	Name:	[                  ]


   

  [Signature
      Page to Indemnification Agreement]