Exhibit 10.3


 


PRIVATE PLACEMENT SHARES PURCHASE
AGREEMENT 


THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may
from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as
of [_____], 2021, is entered into by and between TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and TCV Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).


WHEREAS, the Company intends to consummate an initial public
offering of the Company’s Class A ordinary shares, par value $0.0001 per share (each, a “Share”),
as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission
(the “SEC”), File Number 333-[_____] (the “Registration Statement”), under
the Securities Act of 1933, as amended (the “Securities Act”).


WHEREAS, the Purchaser has agreed to purchase an aggregate
of 1,000,000 Shares (and up to 1,100,000 additional Shares if the underwriters in the Public Offering exercise their option to
purchase additional Shares in full) (the “Private Placement Shares”).


NOW THEREFORE, in consideration of the mutual promises contained
in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:


AGREEMENT 


Section 1. Authorization, Purchase and Sale; Terms of
the Private Placement Shares.


A. Authorization of the Private Placement Shares. The
Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.


B. Purchase and Sale of the Private Placement Shares.


(i) On the date of the consummation of the Public Offering
(the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company 1,000,000 Private Placement Shares at a price of $10.00 per Private Placement Share for an aggregate
purchase price of $10,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire
transfer of immediately available funds in the following amounts: (i) $3,000,000 to the Company at a financial institution to be
chosen by the Company, and (ii) $7,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting
as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring instructions,
at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant
to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Shares
purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


(ii) On the date of the closing of the option to purchase
additional Shares, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by
the Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date (if any) and
the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the
Purchaser shall purchase from the Company, up to 100,000 Private Placement Shares (or, to the extent the option to purchase additional
Shares is not exercised in full, a lesser number of Private Placement Shares in proportion to portion of the option that is exercised)
at a price of $10.00 per Private Placement Share for an aggregate purchase price of up to $1,000,000 (the “Option
Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire
instruction by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Option
Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company
shall, at its option, deliver a certificate evidencing the Private Placement Shares purchased on such date duly registered in
the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 




     


     


    

 


C. Terms of the Private Placement Shares.


(i) The Private Placement Shares are substantially identical
to the Shares to be offered in the Public Offering except that (a) the Private Placement Shares will not, except in limited circumstances,
be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business
Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement
Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely
tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration
and Shareholder Rights Agreement (as defined below), or an exemption from registration is available and the restrictions described
above in clause (a) have expired.


(ii) On the IPO Closing Date, the Company and the Purchaser
shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”)
pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Shares.


Section 2. Representations and Warranties of the Company.
As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Shares the Company hereby
represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:


A. Incorporation and Corporate Power. The Company is
an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands 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 corporate power
and authority necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization; No Breach.


(i) The execution, delivery and performance of this Agreement
and the Private Placement Shares have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the
valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights
and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and
payment pursuant to, the terms of this Agreement, the Private Placement Shares will constitute valid and binding obligations of
the Company, enforceable in accordance with their terms as of the Closing Date.


(ii) The execution and delivery by the Company of this Agreement
and the Private Placement Shares, the issuance and sale of the Private Placement Shares and the fulfillment of and compliance with
the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result
in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien,
security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of,
or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any court or administrative or governmental body or agency pursuant to the amended and restated memorandum and articles of association
of the Company (in effect on the date hereof or as may be amended prior to completion of the Public Offering) or any material law,
statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is
subject, except for any filings required after the date hereof under federal or state securities laws.


C. Title to Securities. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the amended and restated memorandum and articles of association of the Company,
and upon registration in the Company’s register of members, the Private Placement Shares will be duly and validly issued
as fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and upon registration
in the Company’s register of members, the Purchaser will have good title to the Private Placement Shares purchased by it,
free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the
other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims
or encumbrances imposed due to the actions of the Purchaser.


D. Governmental Consents. No permit, consent, approval
or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution,
delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated
hereby.


 




     


     


    

  


E. Regulation D Qualification. Neither the Company
nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of
its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the
Securities Act.


 


Section 3. Representations and Warranties of the Purchaser.
As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Shares to the Purchaser,
the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date)
that:


A. Organization and Requisite Authority. The Purchaser
possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


B. Authorization; No Breach.


(i) This Agreement constitutes a valid and binding obligation
of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles
(whether considered in a proceeding in equity or law).


(ii) The execution and delivery by the Purchaser of this Agreement
and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date (a)
conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default under,
(c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under,
(d) result in a violation of, or (e) require authorization, consent, approval, exemption or other action by or notice or declaration
to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational
documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material
law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to
which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.


C. Investment Representations.


(i) The Purchaser is acquiring the Private Placement Shares
for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale
or distribution thereof.


(ii) The Purchaser is an “accredited investor”
as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act, and the Purchaser has not experienced a disqualifying
event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


(iii) The Purchaser understands that the Private Placement
Shares are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United
States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of
such exemptions and the eligibility of the Purchaser to acquire such Private Placement Shares.


 


(iv) The Purchaser did not decide to enter into this Agreement as
a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.


(v) The Purchaser has been furnished with all materials relating
to the business, finances and operations of the Company and materials relating to the offer and sale of the Private Placement Shares
which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers
and directors of the Company. The Purchaser understands that its investment in the Private Placement Shares involves a high degree
of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision
with respect to the acquisition of the Private Placement Shares.


(vi) The Purchaser understands that no United States federal
or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Private
Placement Shares or the fairness or suitability of the investment in the Private Placement Shares by the Purchaser nor have such
authorities passed upon or endorsed the merits of the offering of the Private Placement Shares.


 




     


     


    

 


(vii) The Purchaser understands that: (a) the Private Placement
Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered
for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption
therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company
nor any other person is under any obligation to register the Private Placement Shares under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the
SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after
an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling
the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be
available for resale transactions of the Private Placement Shares despite technical compliance with the requirements of such Rule,
and the Private Placement Shares can be resold only through a registered offering or in reliance upon another exemption from the
registration requirements of the Securities Act.


(viii) The Purchaser has such knowledge and experience in
financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies
in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement
Shares and is able to bear the economic risk of an investment in the Private Placement Shares in the amount contemplated hereunder
for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Private
Placement Shares. The Purchaser can afford a complete loss of its investments in the Private Placement Shares.


(ix) The Purchaser understands that the Private Placement
Shares shall bear the following legend and appropriate “stop transfer restrictions”:


“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 OF DURING THE TERM OF THE LOCKUP.”


 


Section 4. Conditions of the Purchaser’s Obligations. The
obligations of the Purchaser to purchase and pay for the Private Placement Shares are subject to the fulfillment, on or before
each Closing Date, of each of the following conditions:


A. Representations and Warranties. The representations
and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Date as though then made.


B. Performance. The Company shall have performed and
complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied
with by it on or before such Closing Date.


C. No Injunction. No litigation, statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby,
which prohibits the consummation of any of the transactions contemplated by this Agreement.


D. Registration and Shareholder Rights Agreement. The
Company shall have entered into the Registration and Shareholder Rights Agreement, in the form of Exhibit A hereto, on terms satisfactory
to the Purchaser.


Section 5. Conditions of the Company’s Obligations.
The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing
Date, of each of the following conditions:


A. Representations and Warranties. The representations
and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then
made.


 




     


     


    

 


B. Performance. The Purchaser shall have performed
and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied
with by the Purchaser on or before such Closing Date.


C. Corporate Consents. The Company shall have obtained
the consent of its board of directors authorizing the execution, delivery and performance of this Agreement and the issuance and
sale of the Private Placement Shares hereunder.


D. No Injunction. No litigation, statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby,
which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


Section 6. Miscellaneous.


A. Successors and Assigns. Except as otherwise expressly
provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind
and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing
or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates
thereof (including, without limitation one or more of its members).


B. Severability. Whenever possible, each provision
of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of
this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of this Agreement.


C. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken
together shall constitute one and the same agreement. Signatures to this Agreement transmitted via facsimile or e-mail shall be
valid and effective to bind the party so signing.


D. Descriptive Headings; Interpretation. The descriptive
headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use
of the word “including” in this Agreement shall be by way of example rather than by limitation.


E. Governing Law. This Agreement shall be deemed to
be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
laws of another jurisdiction.


F. Amendments. This Agreement may not be amended, modified
or waived as to any particular provision, except by a written instrument executed by the parties hereto.


[Signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


 


	 	COMPANY:
	 	 
	 	TCV ACQUISITION CORP.
	 	 
	 	By:	
	 	Name: 	Frederic D. Fenton
	 	Title:	President
	 	 	 
	 	PURCHASER:
	 	 
	 	TCV ACQUISITION HOLDINGS, L.P.
	 	By: TCV Acquisition Holdings, Ltd., its general partner
	 	 
		By:	
	 	Name:	Frederic D. Fenton
	 	Title:	Director




 




     


     


    

 


EXHIBIT A 


Registration and Shareholder Rights
Agreement