FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 19th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 9, 2020 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 9, 2020, is made and entered into by and among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.3 of this Agreement, a “Holder” and collectively the “Holders”).
45,000,000 Units TPG Pace Tech Opportunities Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 45,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,750,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms us
TPG Pace III Holdings Corp. c/o TPG Global, LLC Fort Worth, TX 76102Securities Subscription Agreement • September 4th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
This agreement and the terms hereof (this “Agreement”) memorializes the purchase of 20,000,000 of Class F ordinary shares (the “Shares”), $0.0001 par value per share (the “Class F Shares”) in TPG Pace III Holdings Corp., a Cayman Islands exempted company (the “Company”) by TPG Pace III Sponsor (Series S), a series of TPG Pace III Sponsor, Series LLC, a Delaware series limited liability company (the “Subscriber” or “you”), which occurred on August 12, 2019 (the “Effective Date”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class F Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class F Shares will convert into Class A Shares on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Articles. Unless the context otherwise requires, as used
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 19th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of October 6, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware series limited liability company (the “Purchaser”).
TPG PACE TECH OPPORTUNITIES CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of October 9, 2020Warrant Agreement • March 19th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 9, 2020, is by and between TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
NERDY INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2021 • Nerdy Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of September 20, 2021 by and between Nerdy Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 19th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 9, 2020, by and between TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 24th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
TAX RECEIVABLE AGREEMENT Between NERDY INC. and THE PERSONS NAMED HEREIN Dated as of September 20, 2021Tax Receivable Agreement • September 24th, 2021 • Nerdy Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of September 20, 2021, and is between Nerdy Inc., a Delaware corporation, each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding Nerdy LLC, a Delaware limited liability company (“OpCo”), a “TRA Party” and together the “TRA Parties”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NERDY LLC DATED AS OF SEPTEMBER 20, 2021Limited Liability Company Agreement • September 24th, 2021 • Nerdy Inc. • Services-prepackaged software • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of September 20, 2021, by and among Nerdy LLC, a Delaware limited liability company (the “Company”), TPG Pace Tech Opportunities Corp., a Delaware corporation (“PubCo”), each of the undersigned parties, and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 24th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2020, between TPG Pace Tech Opportunities Corp., a Cayman Islands exempted limited company (the “Company”), and TPG Holdings III, L.P. (the “Purchaser”), a Delaware limited partnership and an affiliate of TPG Global, LLC, a Delaware limited liability company (“TPG”). The amount of Units (as defined below) subject to forward purchase by the Purchaser will be set forth, from time to time, in an appendix hereto (as may be amended from time to time without further input from the Company provided that the Forward Purchase remains constant).
TPG Pace Tech Opportunities Corp.Administrative Services Agreement • September 24th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks
This letter will confirm our agreement that, commencing on the date the securities of TPG Pace Tech Opportunities Corp. (the “Company”) are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), TPG Global, LLC (“TPG”), an affiliate of our sponsor, TPG Pace Tech Opportunities Sponsor, Series LLC, shall make available to the Company, at 301 Commerce St., Suite 3300, Fort Worth, TX 76102 (or any successor location), certain office space, administrative and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay TPG the sum of $5
TPG Pace Tech Opportunities Corp. Fort Worth, TX 76102Underwriting Agreement • March 19th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 51,750,000 of the Company’s units (including up to 6,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant. Each whole redeemable warrant (each, a “Redeemable Warrant”) entitles the holder thereof to purchase one Ordinary Share
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 4th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 23, 2020, among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted limited company (the “Company”), and other third parties (each, a “Purchaser”, and collectively, the “Purchasers”). The amount of Units (as defined below) subject to forward purchase by each Purchaser will be set forth, from time to time, in an appendix hereto (as may be amended from time to time without further input from the Company).
TPG Pace Tech Opportunities Corp. Fort Worth, TX 76102 Re: Initial Public Offering Gentlemen:Underwriting Agreement • September 24th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 51,750,000 of the Company’s units (including up to 6,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant. Each whole redeemable warrant (each, a “Redeemable Warrant”) entitles the holder thereof to purchase one Ordinary Share
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 29th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 28th day of January, 2021, by and among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Business Combination (as defined herein) (the “Issuer”), and [ ] (“Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2021 • Nerdy Inc. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of September 20, 2021 (the “Effective Date”), by and among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) (the “Company”), and each of the persons listed under the heading “Holders” on the signature pages attached hereto (the “Holders,” and each individually, a “Holder”).
AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 19th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
This first amendment (the “Amendment”) to that certain Forward Purchase Agreement (the “Agreement”) entered into as of September 23, 2020, among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted limited company (the “Company”), and other third parties (each, a “Purchaser”, and collectively, the “Purchasers”), is entered into as of October 6, 2020, pursuant to Section 9(m) of the Agreement. Capitalized terms that are used herein shall have the meanings ascribed to them in the Agreement. In consideration of the mutual promises and covenants contained herein, the Company and the Purchaser hereby agree as follow:
BUSINESS COMBINATION AGREEMENT by and among TPG PACE TECH OPPORTUNITIES CORP., TPG PACE TECH MERGER SUB LLC, TCV VIII (A) VT, INC., LCSOF XI VT, INC., TPG PACE BLOCKER MERGER SUB I INC., TPC PACE BLOCKER MERGER SUB II INC., LIVE LEARNING TECHNOLOGIES...Business Combination Agreement • January 29th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of January 28, 2021 (this “Agreement”), by and among TPG Pace Tech Opportunities Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 353460 (“Pace”), TPG Pace Tech Merger Sub LLC, a Delaware limited liability company (“Company Merger Sub”), TCV VIII (A) VT, Inc., a Delaware corporation (“TCV Blocker”), LCSOF XI VT, Inc., a Delaware corporation (“Learn Blocker” and together with TCV Blocker, the “Blockers”), TPG Pace Blocker Merger Sub I Inc., a Delaware corporation (“Blocker Merger Sub I”), TPG Pace Blocker Merger Sub II Inc., a Delaware corporation (“Blocker Merger Sub II” and together with Blocker Merger Sub I, the “Blocker Merger Subs” and, together with Company Merger Sub, the “Merger Subs”), Live Learning Technologies LLC, a Delaware limited liability company (the “Company”), and, solely for the purposes of Section 9.13, Section 9.14 and Section 9.18, the Blocker Holders (as hereinafter
TPG Pace Tech Opportunities Corp.Administrative Services Agreement • March 19th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of TPG Pace Tech Opportunities Corp. (the “Company”) are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), TPG Global, LLC (“TPG”), an affiliate of our sponsor, TPG Pace Tech Opportunities Sponsor, Series LLC, shall make available to the Company, at 301 Commerce St., Suite 3300, Fort Worth, TX 76102 (or any successor location), certain office space, administrative and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay TPG the sum of $5
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 4th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 23, 2020, between TPG Pace Tech Opportunities Corp., a Cayman Islands exempted limited company (the “Company”), and TPG Holdings III, L.P. (the “Purchaser”), a Delaware limited partnership and an affiliate of TPG Global, LLC, a Delaware limited liability company (“TPG”). The amount of Units (as defined below) subject to forward purchase by the Purchaser will be set forth, from time to time, in an appendix hereto (as may be amended from time to time without further input from the Company provided that the Forward Purchase remains constant).
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 AgreementDealer Manager and Solicitation 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”).
STOCKHOLDER AGREEMENTStockholder Agreement • January 29th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks • Delaware
THIS STOCKHOLDER AGREEMENT (this “Agreement”), dated as of January 28, 2021, is made by and among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (the “Company”), TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware series limited liability company (“TPG Pace”), Cohn (as hereinafter defined), Learn (as hereinafter defined), and TCV. The Company and any other Stockholders may be referred to herein each as a “Party” and together as the “Parties.”
FORM OF EARNOUT EQUITY CANCELLATION AND RELEASE AGREEMENTEarnout Equity Cancellation and Release Agreement • September 26th, 2023 • Nerdy Inc. • Services-educational services • New York
THIS EARNOUT EQUITY CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of August _____, 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.”
FORM OF TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • January 29th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 28, 2021, by and among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (“TPG Pace”), and [●], a [●] (the “Holder”). Each of TPG Pace and the Holder are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
AMENDMENT NO. 2 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 19th, 2021 • TPG Pace Tech Opportunities Corp. • Blank checks
This AMENDMENT NO. 2 to that certain FORWARD PURCHASE AGREEMENT (this “Amendment”) is made as of [●], 2021, by and between TPG Pace Tech Opportunities Corp., a Cayman Islands exempted limited company (the “Company”), and [●] (the “Purchaser”).
AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 4th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
This first amendment (the “Amendment”) to that certain Forward Purchase Agreement (the “Agreement”) entered into as of September 23, 2020, between TPG Pace Tech Opportunities Corp., a Cayman Islands exempted limited company (the “Company”), and TPG Holdings III, L.P. (the “Purchaser”), a Delaware limited partnership and an affiliate of TPG Global, LLC, a Delaware limited liability company (“TPG”), is entered into as of October 6, 2020, pursuant to Section 9(m) of the Agreement. Capitalized terms that are used herein shall have the meanings ascribed to them in the Agreement. In consideration of the mutual promises and covenants contained herein, the Company and the Purchaser hereby agree as follow:
AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 4th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
This first amendment (the “Amendment”) to that certain Forward Purchase Agreement (the “Agreement”) entered into as of September 23, 2020, among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted limited company (the “Company”), and other third parties (each, a “Purchaser”, and collectively, the “Purchasers”), is entered into as of October 6, 2020, pursuant to Section 9(m) of the Agreement. Capitalized terms that are used herein shall have the meanings ascribed to them in the Agreement. In consideration of the mutual promises and covenants contained herein, the Company and the Purchaser hereby agree as follow:
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • September 26th, 2023 • Nerdy Inc. • Services-educational services • New York
This Amendment (this “Amendment”) is made as of September 26, 2023, by and between Nerdy Inc., a Delaware corporation (the “Company”) (formerly known as TPG Pace Tech Opportunities Corp.), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of October 9, 2020, between the Company and the Warrant Agent (the “Existing Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NERDY LLCLimited Liability Company Agreement • May 16th, 2022 • Nerdy Inc. • Services-educational services
This First Amendment (this “Amendment”) to the Second Amended and Restated Limited Liability Company Agreement of NERDY LLC, a Delaware limited liability company (the “Company”), dated as of September 20, 2021 (as amended or modified prior to the effectiveness of this Amendment, the “LLC Agreement”), is entered into as of the 14th day of March, 2022 to be effective as the 21st day of March, 2022 (the “Effective Date”) by and among Nerdy LLC, Nerdy Inc., and the members signatory hereto (the “Members”), pursuant to and in accordance with the Limited Liability Company Act of the State of Delaware (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the LLC Agreement.
AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 1st, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
This first amendment (the “Amendment”) to that certain Forward Purchase Agreement (the “Agreement”) entered into as of September 23, 2020, between TPG Pace Tech Opportunities Corp., a Cayman Islands exempted limited company (the “Company”), and TPG Holdings III, L.P. (the “Purchaser”), a Delaware limited partnership and an affiliate of TPG Global, LLC, a Delaware limited liability company (“TPG”), is entered into as of [•], pursuant to Section 9(m) of the Agreement. Capitalized terms that are used herein shall have the meanings ascribed to them in the Agreement. In consideration of the mutual promises and covenants contained herein, the Company and the Purchaser hereby agree as follow:
AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 16th, 2022 • Nerdy Inc. • Services-educational services
This Amendment No. 1 (this “Amendment”) is effective as of March 25, 2022 (the “Effective Date”) by and between Nerdy Inc., a Delaware corporation and Nerdy LLC. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Agreement (as defined below).
Consulting Agreement, Departure Agreement, and ReleaseConsulting Agreement • May 9th, 2023 • Nerdy Inc. • Services-educational services • Delaware
This Consulting Agreement, Departure Agreement, and General Release (“Agreement”) is made and entered into on the date last below written by and between Nerdy Inc., a Delaware corporation; Nerdy LLC, a Delaware limited liability company, and its related and affiliated entities, including Varsity Tutors LLC, a Missouri limited liability company (“Varsity”), and Live Learning Technologies Shared Resources LLC (“LLTSR”, and collectively with Nerdy Inc., Nerdy LLC, and Varsity, the “Company”), all with their principal place of business at 101 S. Hanley Rd., Suite 300, Clayton, Missouri 63105, on the one hand, and Heidi Robinson (“Executive” or “Consultant”), whose principal residence is Bainbridge Island, WA 98110, on the other. The Company and Executive are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”
