X0206 3 2021-09-20 0 0001819404 Nerdy Inc. NRDY 0001880171 Cohn Charles K. 101 S. HANLEY ROAD, SUITE 300 ST. LOUIS MO 63105 1 1 0 0 Chief Executive Officer Earnout Shares Class B Common Stock 550701 I By Charles K. Cohn VT Trust dtd 5/26/17 Earnout Shares Class B Common Stock 1405689 I By Cohn Investments, LLC Warrants to purchase Class B Common Stock 11.50 2021-10-09 2026-09-20 Class B Common Stock 336540 I By Charles K. Cohn VT Trust dtd 5/26/17 Warrants to purchase Class B Common Stock 11.50 2021-10-09 2026-09-20 Class B Common Stock 858836 I By Cohn Investments, LLC Class B Common Stock Class A Common Stock 10971013 I By Charles K. Cohn VT Trust dtd 5/26/17 Class B Common Stock Class A Common Stock 28012586 I By Cohn Investments, LLC On September 20, 2021 (the "Effective Time"), the Issuer, formerly known as TPG Pace Tech Opportunities Corp., acquired Live Learning Technology LLC ("Nerdy") pursuant to a Business Combination Agreement by and among the Issuer, Nerdy and certain other parties thereto (the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, at the Effective Time, the outstanding equity interests of Nerdy held by the reporting person were converted into the right to receive shares of the Issuer's Class B Common Stock. The reporting person holds an aggregate of 1,956,390 shares of Class B Common Stock that are subject to forfeiture (the "Earnout Shares") if the volume-weighted average price ("VWAP") of the Class A Common Stock does not exceed certain thresholds at any point before September 20, 2026. The Earnout Shares shall be no longer subject to forfeiture as follows: (a) one-third in the event that the VWAP is greater than $12.00 for any 20 days within any 30 consecutive trading day period, (b) one-third in the event that the VWAP is greater than $14.00 for any 20 days within any 30 consecutive trading day period and (c) one-third in the event that the VWAP is greater than $16.00 for any 20 days within any 30 consecutive trading day period. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and in accordance with the terms of the Second Amended and Restated Operating Agreement of Nerdy LLC. Exhibit 24 - Power of Attorney /s/ Evyn Rabinowitz, Attorney-in-Fact 2021-09-30