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.”
CONSENT TO AMEND WARRANT AGREEMENTWarrant 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”).
