EARNOUT EQUITY CANCELLATION AND RELEASE AGREEMENTEarnout Equity Cancellation and Release Agreement • August 23rd, 2023 • TCV Viii (A), L.P. • Services-educational services • New York
THIS EARNOUT EQUITY CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2023 (the “Effective Date”), by and among Nerdy Inc., a Delaware corporation (the “Company”) (formerly known as TPG Pace Tech Opportunities Corp. (“TPG Pace”)), Nerdy LLC, a Delaware limited liability company (“Nerdy LLC”) (formerly known as Live Learning Technologies LLC (“Live Learning”)), and the Holder of the Earnout Equity, each as defined below respectively. The Company, Nerdy LLC, and the Holder that is a signatory hereto, each is referred herein as a “Party,” and collectively, as the “Parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • September 30th, 2021 • TCV Viii (A), L.P. • Services-prepackaged software
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock, par value $0.0001 per share, of Nerdy Inc., a Delaware corporation, and that this Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
CONSENT TO AMEND WARRANT AGREEMENTAmend Warrant Agreement • August 23rd, 2023 • TCV Viii (A), L.P. • Services-educational services • New York
CONSENT TO AMEND THE WARRANT AGREEMENT (this “Agreement”), dated as of August 21, 2023, by and among Nerdy Inc., a Delaware corporation (the “Company”), and each of the persons listed on Schedule A hereto (collectively, the “Warrant Holders,” and each a “Warrant Holder”).
