X0306 4 2021-12-01 0 0001819404 Nerdy Inc. NRDY 0001880166 Swenson Christopher C. 101 S. HANLEY ROAD, SUITE 300 ST. LOUIS MO 63105 0 1 0 0 Chief Legal Officer Class A Common Stock 2021-12-01 4 A 0 300000 0.00 A 300000 D Class A Common Stock 2021-12-01 4 A 0 194234 0.00 A 494234 D Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: 20% at various points during the period between December 1, 2021 and August 15, 2022, 25% at various points during the twelve months ending August 15, 2023, 27.5% at various points during the twelve months ending August 15, 2024, and 27.5% at various points during the twelve months ending August 15, 2025. Represents RSUs issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: 20% at various points during the period between December 1, 2021 and December 1, 2022, 25% at various points during the twelve months ending December 1, 2023, 27.5% at various points during the twelve months ending December 1, 2024, and 27.5% at various points during the twelve months ending December 1, 2025. /s/ Evyn Rabinowitz, Attorney-in-Fact 2021-12-02