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 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).
