Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT 


 


This Investment Management Trust Agreement (this “Agreement”)
is made effective as of [_____], 2021 by and between TCV Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statement on Form S-1, File No.
333-[_____] (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), (such initial public offering hereinafter referred to as the “Offering”), has
been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting
Agreement”) with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as
representatives (the “Representatives”) to the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS, as described in the Prospectus, $350,000,000 of the gross proceeds
of the Offering and sale of the Private Placement Shares (as defined in the Underwriting Agreement) (or $400,000,000 if the Underwriters’
option to purchase additional Ordinary Shares is exercised in full) will be delivered to the Trustee to be deposited and held in
a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit
of the Company and the holders of the Ordinary Shares issued in the Offering as hereinafter provided (the amount to be delivered
to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property
equal to $12,250,000, or $14,000,000 if the Underwriters’ option to purchase additional Ordinary Shares is exercised in full,
is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon
the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire to enter into this Agreement
to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The Trustee hereby agrees
and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries in accordance with
the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan Chase Bank, N.A.
(or at another U.S chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected
by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer the Trust Account subject to the terms
and conditions set forth herein;


 


(c) In a timely manner, upon the written instruction of the Company, invest
and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1),
(d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule),
which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest in any
other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested
awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;


 


(d) Collect and receive, when due, all principal, interest or other income
arising from the Property, which shall become part of the “Property,” as such term is used herein; 


 



    


      


    




 


(e) Promptly notify the Company and the Representative of all communications
received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents as may be requested by
the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets
held in the Trust Account;


 


(g) Participate in any plan or proceeding for protecting or enforcing any
right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written statements of the activities of,
and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust Account only after and promptly after
(x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”)
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on
behalf of the Company by its Chief Executive Officer, President, Chief Operating Officer or other authorized officer of the Company,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to us to pay our income taxes (less up to $100,000 of interest
to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon
the date which is the later of (1) 24 months after the closing of the Offering (or 27 months from the closing of Offering if the
Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within 24 months
from the closing of Offering but has not completed a Business Combination within such 24 month period) and (2) such later date
as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and
articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust
Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the
Public Shareholders of record as of such date It is acknowledged and agreed that there should be no reduction in the principal
amount per share initially deposited in the Trust Account;


 


(j) Upon written request from the Company, which may be given from time
to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”),
withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company
to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the
Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment,
and the Company shall forward such payment to the relevant taxing authority, so long as there is no reduction in the principal
amount per share initially deposited in the Trust Account; provided, however, that to the extent there is not sufficient
cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall
be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 


(k) Upon written request from the Company, which may be given from time
to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal
Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders redeeming the
Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders pursuant to the Company’s amended
and restated memorandum and articles of association; and


 


(l) Not make any withdrawals or distributions from the Trust Account other
than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements and Covenants of the Company. The Company hereby agrees
and covenants to:


 


(a) Give all instructions to the Trustee hereunder in writing, signed by
the Company’s Chief Executive Officer, President, Chief Operating Officer or other authorized officer of the Company. In
addition, except with respect to its duties under Sections 1(i), (j) or (k) hereof, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with
reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;


 






    


      


    

 





(b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify
the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the
Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to
this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses
and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends
to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred
to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection
of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without
the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in
such action with its own counsel;


 


(c) Pay the Trustee the fees set forth on Schedule A hereto, including
an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification
by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until
it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee
the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be
responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided
in Section 2(b) hereof;


 


(d) In connection with any vote of the Company’s shareholders regarding
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company
and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate
of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination;


 


(e) Provide the Representative with a copy of any Termination Letter(s)
and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly
after it issues the same;


 


(f) Unless otherwise agreed between the Company and the Representative,
ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form
of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative
on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person;


 


(g) Instruct the Trustee to make only those distributions that are permitted
under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement;


 


(h) If the Company seeks to amend any provisions of its amended and restated
memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders
of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination
or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period
set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each
case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment
Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public
Shareholders who exercise their redemption option in connection with such Amendment; and


 


(i) Within five (5) business days after the Underwriters exercise their
option to purchase additional shares (or any unexercised portion thereof) or such option to purchase additional shares expires,
provide the Trustee with a notice in writing of the total amount of the Deferred Discount.


 


3. Limitations of Liability. The Trustee shall have no responsibility
or liability to:


 


(a) Imply obligations, perform duties, inquire or otherwise be subject to
the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;


 






    


      


    

 





(b) Take any action with respect to the Property, other than as directed
in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the
Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection of any principal and income
arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until
it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Change the investment of any Property, other than in compliance with
Section 1 hereof;


 


(e) Refund any depreciation in principal of any Property;


 


(f) Assume that the authority of any person designated by the Company to
give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall
have delivered a written revocation of such authority to the Trustee;


 


(g) The other parties hereto or to anyone else for any action taken or omitted
by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for
the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in
acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which
counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person
or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party
or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(h) Verify the accuracy of the information contained in the Registration
Statement;


 


(i) Provide any assurance that any Business Combination entered into by
the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(j) File information returns with respect to the Trust Account with any
local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by
the Company, if any, relating to any interest income earned on the Property;


 


(k) Prepare, execute and file tax reports, income or other tax returns and
pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such
tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except pursuant to Section
1(j) hereof; or


 


(l) Verify calculations, qualify or otherwise approve the Company’s
written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


4. Trust Account Waiver. The Trustee has no right of set-off or any
right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and
hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event
the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or
Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account
and not against the Property or any monies in the Trust Account.


 


5. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives written notice to the Company that it desires to
resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee
shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee
has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and
statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the
event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the
Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the
United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever; or


  



    


      


    




 


(b) At such time that the Trustee has completed the liquidation of the Trust
Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge that the Trustee will follow
the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will
each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify
the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information,
or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary,
Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud
or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information
or transmission of the funds.


 


(b) This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts,
each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k) hereof (which
sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding
Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class; provided
that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in
connection with a shareholder vote to amend this Agreement to modify the substance or timing of the Company’s obligation
to provide for the redemption of the Public Shares in connection with an initial Business Combination or an Amendment or to redeem
100% of its Ordinary Shares if the Company does not complete its initial Business Combination within the time frame specified in
the Company’s amended and restated memorandum and articles of association), this Agreement or any provision hereof may only
be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) The parties hereto consent to the jurisdiction and venue of any state
or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY
CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e) Any notice, consent or request to be given in connection with any of
the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service,
by certified mail (return receipt requested), by hand delivery or by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attn: Francis E. Wolf, Jr. & Celeste Gonzalez 


Email: fwolf@continentalstock.com 


cgonzalez@continentalstock.com


 


if to the Company, to:


 


TCV Acquisition Corp 


250 Middlefield Road 


Menlo Park, CA 94025 


Attn: legal@tcv.com 


 



    


      


    




 


in each case, with copies to:


 


Ropes & Gray LLP 


1211 Avenue of the Americas 


New York, New York 10036 


Attn: Paul D. Tropp 


Charles P. Humphreville 


E-mail: paul.tropp@ropesgray.com


 


and 


 


Citigroup Global Markets Inc. 


388 Greenwich Street 


New York, New York 10013 


Attn: Pavan Bellur 


Email: pavan.bellur@citigroup.com


  


and 


 


Goldman Sachs & Co. LLC 


200 West Street 


New York, NY 10282 


Attn: Registration Department 


 


and 


 


Morgan Stanley & Co. LLC 


[_____] 


New York, New York 10179 


Attn: [_____] 


  


and


 


Kirkland & Ellis LLP 


601 Lexington Avenue 


New York, New York 10022 


Attn: Christian O. Nagler 


E-mail: cnagler@kirkland.com


  


(f) Each of the Company and the Trustee hereby represents that it has the
full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated
hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including
by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(g) This Agreement is the joint product of the Trustee 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.


 


(h) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery
of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery
thereof.


 


(i) Each of the Company and the Trustee hereby acknowledges and agrees
that the Representative on behalf of the Underwriters is a third-party beneficiary of this Agreement. 


 


(j) Except as specified herein, no party to this Agreement may assign its
rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 



    


      


    

 


IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.


	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER &

TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 	 
	 	Name: 	 	 
	 	Title:	 	 
	 	 
	 	TCV ACQUISITION CORP.
	 	 	 
	 	By:	 	 
	 	Name:	 	Frederic Fenton
	 	Title:	 	President



 


[Signature Page to Investment Management Trust Agreement]


 



    


      


    

 


SCHEDULE A 


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j), and (k)	 	Billed by Trustee to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 




 



    


      


    

 


EXHIBIT A 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management Trust Agreement
between TCV Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of [_____], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered
into an agreement with ___________ (the “Target Business”) to consummate a business combination with
Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify
you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation
of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby authorize
you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into the trust operating account
at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be
immediately available for transfer to the account or accounts that the Representative (with respect to the Deferred Discount) and
the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in said trust
operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representative will earn any
interest or dividends.


 


On the Consummation Date (i) counsel for the Company shall deliver to you
written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with
your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the
Company shall deliver to you (a) a certificate by the Chief Executive Officer, Chief Financial Officer or other authorized officer
of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if
a vote is held and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the
funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon
your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
be terminated.


 


In the event that the Business Combination is not consummated on the Consummation
Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation
Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested
as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth
in such notice as soon thereafter as possible.


	 	 	 	 
		Very truly yours,
	 
		TCV Acquisition Corp.
	 	 	 
		By:	 
		Name: 	 	 
		Title:	 	 



 


	cc:		Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC



 



    


      


    

 



EXHIBIT B 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of the Investment Management Trust Agreement
between TCV Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of [_____], 2021 (the “Trust Agreement”), this is to advise
you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”)
within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described
in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby authorize
you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account at
J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected __________ as the effective
date for the purpose of determining the Public Shareholders that will be entitled to receive their share of the liquidation proceeds.
It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating
account You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds
directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated
Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be
terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement. 


	 	 	 	 
	 	Very truly yours,
	 	 
	 	TCV Acquisition Corp. 
	 	 	 
	 	By:	 
	 	Name: 	 	 
	 	Title:	 	 



 


	cc:		Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC



 



    


      


    

 


EXHIBIT C 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account - Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment Management Trust Agreement
between TCV Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of [_____], 2021 (the “Trust Agreement”), the Company
hereby requests that you deliver to the Company $___________ of the interest income earned on the Property as of the date hereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for the tax obligations as set forth
on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION] 


	 	 	 	 
		Very truly yours,
	 
		TCV Acquisition Corp.
	 	 	 
		By:	 
		Name: 	 	 
		Title:	 	 



 


	cc:		Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC



 



    


      


    


 


EXHIBIT D 


 


[Letterhead of Company] 


 


[Insert date]


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account -. Shareholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment Management Trust Agreement
between TCV Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of [_____], 2021 (the “Trust Agreement”), the Company
hereby requests that you deliver to the Company’s shareholders $___________ of the principal and interest income earned on
the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.


 


Pursuant to Section 1(k) of the Trust Agreement, this is to advise you
that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize
you to liquidate a sufficient portion of the Trust Account and to transfer $[•] of the proceeds of the Trust Account to the
trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the shareholders that have requested redemption of
their shares in connection with such Amendment. 


	 	 	 	 
	 	Very truly yours,
	 
	 	TCV Acquisition Corp.
	 	 	 
		By:	 
		Name: 	 	 
		Title:	 	 



 


	cc:		Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC