Exhibit
10.8


 


SECURITIES
ASSIGNMENT AGREEMENT


 


This
Securities Assignment Agreement (this “Agreement”), dated as of February 23, 2021, is made and entered into
by and between TCV Acquisition Holdings, a Cayman Islands limited liability company (the “Assignor”), TCV Acquisition
Holdings, L.P., a Cayman Islands exempted limited partnership (the “Assignee”) and TCV Acquisition Corp., a
Cayman Islands exempted company (the “Company”).


 


WHEREAS,
the Company and the Assignor entered into that certain Securities Subscription Agreement, dated as of January 29, 2021, by and
between the Assignor and the Company (the “Subscription Agreement”), pursuant to which the Company issued and
sold 10,000,000 shares of the Company’s Class B ordinary shares, par value USD $0.0001 per share (the “Class B
Ordinary Shares”), to the Assignor;


 


WHEREAS,
on the terms and subject to the conditions set forth in this Agreement, the Assignor wishes to sell, assign and transfer the Class
B Ordinary Shares to the Assignee, and the Assignee wishes to purchase the Class B Ordinary Shares from the Assignor and be bound
by the terms of this Agreement;


 


NOW,
THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement,
and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:


 


Section
1.           Assignment of Securities.
The Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases, the Class B Ordinary Shares
for an aggregate purchase price of USD $25,000.00. The Company hereby consents to the sale, assignment and transfer of the Class
B Ordinary Shares to the Assignee and agrees to make appropriate updates to its books and records to reflect the Assignee’s
ownership of the Class B Ordinary Shares as and from the date of this agreement.


 


Section
2.          No Conflicts. Each party represents
and warrants that neither the execution and delivery of this Agreement by such party, nor the consummation or performance by such
party of any of the transactions contemplated hereby, will with or without notice or lapse of time, constitute, create or result
in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required
under any agreement to which it is a party.


 


Section
3.          Representations. (a) The
Assignee represents and warrants as follows: the Assignee hereby acknowledges that an investment in the Class B Ordinary Shares
involves certain significant risks. The Assignee acknowledges and hereby agrees that the Class B Ordinary Shares will not be transferable
under any circumstances unless the Class B Ordinary Shares are registered in accordance with federal and state securities laws
or an exemption under such laws is available. The Assignee further acknowledges and hereby agrees that the Class B Ordinary Shares
are subject to transfer restrictions and forfeiture provisions as set forth in the Subscription Agreement and the Letter Agreement
to be entered into among the Company, the Assignee and the other individual parties thereto, and the lock-up provisions therein.


 






    	 



    


    

 





The
Assignee further understands that any certificates evidencing the Class B Ordinary Shares will bear a legend (as provided in the
Subscription Agreement) referring to the foregoing transfer restrictions. The Class B Ordinary Shares are being assigned solely
for the Assignee’s own account, for investment purposes only, and are not being assigned with a view to or for the resale,
distribution, subdivision or fractionalization thereof; and the Assignee has no present plans to enter into any contract, undertaking,
agreement or arrangement for such resale, distribution, subdivision or fractionalization. The Assignee is able to bear the risk
of its investment for an indefinite period of time. The Assignee has been given the opportunity to (i) ask questions of and
receive answers from the Assignor and the Company concerning the terms and conditions of the Class B Ordinary Shares, and the
business and financial condition of the Company, and (ii) obtain any additional information that the Assignor possesses or
can acquire without unreasonable effort or expense that is necessary to assist the Assignee in evaluating the advisability of
the receipt of the Class B Ordinary Shares and an investment in the Company. The Assignee is not relying on any oral representation
made by any person as to the Company or its operations, financial condition or prospects. The Assignee is an “accredited
investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the “Securities Act”).


 


(b)        The Assignor represents and warrants that he has not engaged in any general solicitation or general advertising within the meaning
of Rule 502 under the Securities Act with respect to the offer and sale of the Class B Ordinary Shares.


 


Section
4.          Assignee’s Obligations.
The Assignee hereby agrees that the Class B Ordinary Shares are subject to the restrictions and obligations set forth in the Subscription
Agreement.


 


Section
5.         Assignment of Rights. No party
hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party.


 


Section
6.         Miscellaneous. This Agreement,
together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


Section
7.         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 New
York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles
thereof.


 


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IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.


 








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



 

	 	ASSIGNEE:
	 	 
	 	TCV
    Acquisition Holdings, L.P.
	 	By: TCV Acquisition Holdings, Ltd., its general partner
	 	 	 
	 	By:	/s/
    Frederic D. Fenton
	 	Name:	Frederic
    D. Fenton
	 	Title:	Director



 


	 	COMPANY: 
	 	 	 
	 	TCV Acquisition Corp. 
	 	 	 
	 	By:	/s/
    Frederic D. Fenton
	 	Name:	Frederic
    D. Fenton
	 	Title:	Director



 


[Signature Page to Securities Assignment Agreement]