X0206 3 2021-09-20 0 0001819404 Nerdy Inc. NRDY 0001880176 Pello Jason H. 101 S. HANLEY ROAD, SUITE 300 ST. LOUIS MO 63105 0 1 0 0 Chief Financial Officer Earnout Shares Class A Common Stock 2039 D Warrants to purchase Class A Common Stock 11.50 2021-10-09 2026-09-20 Class A Common Stock 1246 D Stock Appreciation Right 2.47 2030-01-15 Class A Common Stock 212161 D Stock Appreciation Right 1.99 2030-06-11 Class A Common Stock 71913 D Stock Appreciation Right 1.99 2030-10-04 Class A Common Stock 282752 D 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 A Common Stock. The reporting person holds an aggregate of 2,039 shares of Class A 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. The Stock Appreciation Right ("SAR") vested 25% on January 16, 2021 with the remaining 75% vesting over the following three years in 12 equal quarterly installments. The SAR vested 25% on June 12, 2021 with the remaining 75% vesting over the following three years in 12 equal quarterly installments. The SAR shall vest 25% on October 5, 2021 with the remaining 75% vesting over the following three years in 12 equal quarterly installments. Exhibit 24 - Power of Attorney /s/ Evyn Rabinowitz, Attorney-in-Fact 2021-09-30