TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 21st, 2023 • Nerdy Inc. • Services-educational services • New York
TENDER AND SUPPORT 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”).
Dealer Manager and Solicitation Agent AgreementSolicitation Agent Agreement • August 21st, 2023 • Nerdy Inc. • Services-educational services • New York
Nerdy Inc., a Delaware corporation (the “Company”), proposes to make an offer (together with any amendments, supplements or extensions thereof (the “Offer”) for any and all of its Outstanding Securities (as defined below) in exchange for consideration consisting of 0.250 shares of the Company’s class A common stock, par value $0.0001 per share (the “Common Stock”) for each of the Outstanding Securities tendered (the “Exchange Securities”).
