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”).
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.
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”).
