#1nerdy Investor Presentation Chuck Cohn, CEO Jason Pello, CFO Q2 2021 Ⓡ#2Disclaimer This Presentation has been prepared by Nerdy (the "Company") and TPG Pace based in part upon market information and statistics provided by various third-party sources, upon which they rely and which it believes to be reliable; however, the accuracy or completeness of any such third-party information has not been independently verified. The information contained herein does not purport to be all-inclusive and TPG Pace and the Company makes no representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. This presentation contains financial forecasts prepared by TPG Pace for its board prior to the signing of the business combination with respect to certain financial metrics of the Company, including, but not limited to, revenues, gross profit, enterprise values, operating expenses, Adjusted EBITDA (loss) and free cash flow, which are being provided for illustrative purposes only. Neither TPG Pace's nor the Company's independent auditors has audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. Furthermore, TPG Pace's due diligence review of the Company's business and financial statements remains ongoing. As a result, because the financial forecasts and projections in this presentation were prepared by TPG Pace and not by the management of the Company, these financial forecasts and projections should not be relied upon as being necessarily indicative of future results and may be impacted by findings made in TPG Pace's due diligence process. This financial forecast was developed in concert by TPG Pace and the Company. Neither TPG Pace nor the Company undertakes any commitment to update or revise the projections, whether as a result of new information, future events, or otherwise. In addition to the financial forecasts referenced above, this Presentation includes certain other forward-looking statements regarding future performance. Such forward-looking statements, estimates, forecasts, and projections (i) reflect various assumptions concerning future industry performance, general business, economic and regulatory conditions, market conditions for the Company's services, and other matters, which assumptions may or may not prove to be correct; (ii) are inherently subject to significant contingencies and uncertainties, many of which are outside the control of TPG Pace and the Company; and (iii) should not be regarded as a representation by TPG Pace or the Company that such estimates, forecasts, or projections will be achieved. Actual results can be expected to vary and those variations may be material. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information. Legacy Businesses defined as Veritas Prep and First Tutors. Further, the Company projections exclude or otherwise do not account for the following: (i) non-recurring expenses, including de-SPAC transaction expenses; (ii) the application of new accounting treatments associated with the de-SPAC transaction; (iii) the expense related to Unit Appreciation Rights ("UARS") held by Nerdy employees which will be converted into Stock Appreciation Rights ("SARS") in connection with the de-SPAC transaction; and (iv) the impact of any future non-cash compensation changes. Actual results can be expected to vary and those variations may be material. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information. In furnishing this Presentation, TPG Pace and the Company undertakes no obligation to provide you with access to any additional information. This Presentation shall not be deemed an indication of the state of affairs of the Company nor shall it constitute an indication that there has been no change in the business or affairs of the Company since the date hereof. This presentation includes non-GAAP financial measures, including net sales, Adjusted EBITDA (loss), and free cash flow ("FCF"). Net sales represents client purchases inclusive of payments due within 30 days minus refunds recorded during the period, a close proxy for cash receipts from customers. Adjusted EBITDA (loss) is defined as net income or net loss, as applicable, before net interest income (expense), taxes, depreciation and amortization expense, non-cash compensation expense and other non-recurring items. FCF is the sum of operating cash flow and capital expenditures. These non-GAAP measures are in addition, and not substitute for or superior, to measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to sales, net income, operating income, cash flows from operations, or any other performance measures derived in accordance with GAAP. Other companies may calculate these non-GAAP financial measures differently, and therefore such financial measures may not be directly comparable to similarly titled measures of other companies. The Company believes that these non-GAAP measures of financial results (including on a forward-looking basis) provide useful supplemental information. The Company's management uses forward looking non-GAAP measures to evaluate the Company's projected financial and operating performance, its trends and to compare it against the performance of other companies. There are, however, a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents. Please refer to footnotes where presented on each page of this Presentation or to the appendix for a description of these measures. This presentation also includes certain historical and forecasted non-GAAP financial measures. The Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of certain historical and forward looking non-GAAP financial measures is included. This Presentation includes logos or other words or devices that may be registered trademarks of their respective owners. Such use is solely for purposes of convenience in referring to the trademark owners and their products/services. This Presentation and its contents are not endorsed, sponsored, or affiliated with any trademark owner, other than those associated with the Company. No Offer or Solicitation This presentation is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except in a transaction exempt from registration under the Securities Act or by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and applicable regulations in the Cayman Islands. Important Information For Investors and Shareholders 2 In connection with the proposed business combination, TPG Pace has filed a registration statement on Form S-4 and the related proxy statement/prospectus with the SEC. Additionally, TPG Pace will file other relevant materials with the SEC in connection with the proposed business combination. The materials to be filed TPG Pace with the SEC may be obtained free of charge at the SEC's website at www.sec.gov. Investors and security holders of TPG Pace are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. Participants in the Solicitation TPG Pace, Nerdy and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of TPG Pace's shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of TPG Pace's executive officers and directors in the solicitation by reading the registration statement on Form S-4 and the related proxy statement/prospectus filed in connection with the business combination and other relevant materials filed with the SEC in connection with the business combination when they become available. Other information concerning the interests of participants in the solicitation, which may, in some cases, be different than those of their shareholders generally, is set forth in the proxy statement/prospectus. TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#3TPG PACE TECH OPPORTUNITIES Investment Thesis Large TAM Ripe for Disruption Leading Direct to Consumer Platform for Learning Attractive Unit Economics Scalable Technology Platform Network Effects and Data Create Deep Competitive Moat Business is at an Inflection Point. Re-Opening Driving Business Acceleration Creating Positive Change Experienced, Entrepreneurial Team 3 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#4nerdy CONNECTING Learners & Experts any subject anywhere anytime#51. Flagship Business: Varsity Tutors Leading platform for live, online instruction 4.7M+ hours 2020 Live Instruction Hours¹ 3,000+ subjects broadly distributed across diverse audiences¹ Legacy Businesses: Veritas Prep First Tutors™ UNITED KINGDOM Leading online instruction platform in the United States claim based on live hours in 2020 and subject breadth. Amounts exclude Legacy Businesses. Varsity Tutors X https://www.varsitytutors.com/session/3gh8 Varsity Tutors EN Stay Select Point My Files Draw abc Type 80 ✪ 7 Math Stickers Arrows 8 Û Ⓡ Write Practice Shapes < 2 of 5 > + html tutoring 06.01.20.html x k!doctype html> <head> <link rel="stylesheet" href="styles.css"> </head> <body> <h1>My Page Title</h1> <div id="container"> <p>This is my page and it's about HTML!</p> </ul> <ol> <h3><b>Next Line of text</b></h3> <a href="google.com">link</a> <div id="Listh"> <li>Ice cream</li> <li>Coffee</li> <li>Pillows </li> <li>Ice cream</li> <li>Coffee</li> <li>Pillows</li> 00:12 Default Mode. Share & Upload X End Session Reference Tools Get Help 1 doctype s/heade uring 06.01.20 rel"stylesheet" href'styles.cs -This is my page and it's about HTML/ 5 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#61 2. Our personalized live, online platform is well positioned in the $62bn¹ Sylvan direct-to-consumer learning market <10% of learners think the quality of instruction is better pre-recorded than it is live² Sylvan Berlitz Independent Tutors KAPLAN Offline Projected. Technavio, US Private Tutoring Market (2020-2024); Technavio, US Test Preparation Market (2020-2024); IBISWorld: Fine Arts Schools in the US (16-Jun-2020). Survey of 1,000 Parents of K-12 students conducted by Halsted Strategy Group, Nov 2020. Note: The use of any trademarks, names, or logos are for informational purposes only and does not imply any express or implied endorsement by their respective owners or agreement with where placed by the Company within the chart itself. MATHI HNASIUM- The Math Learning Center KiwiCo Live Learning Chegg barbri nerdy Asynchronous Learning Coursera ✔ Udemy Online duolingo 01 6 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#7A Comprehensive Learning Destination Going beyond one-on-one to meet more learning needs A continuous, multi-format learning experience ooooo One-on-One Personal Instruction Adaptive Self Study Assessments & Practice Problems Small Group Classes Average 5-15 participants Large Group Classes 500-50K participants Varsity Tutors One-on-One Instruction Adaptive Self Study O Ma 99 Sirkery Animal Cell Structure Centricles- Mitochondria- Peroxisome- Secretory Vesicle 8 A Smooth Endoplasmic Reticulum Learning Lab a Home ASSIGNMENTS 63 a 5th Grade Math Class S@H n SELF STUDY Membrane Nuclear Poro Nuclear Nucleolus 5th Grade Science & Socia... EB 5th Grade Math Class S@... X Rough Endoplasmic Reticulum 5th Grade Math NUCLEO Ribosomes Golgi Complex 5th Grade Science Jl Subject Amelia's 5th Grade Math 30/37 skills complete 5th Grade English Langua.... Plasma Membrane Lysosome Vacuola NEXT STEP Comparisons with Numbers and Place Values Understanding Place Value Reading, Writing, and Comparing Place Value Comparing Decimals Comparing Products to Factors Comparing Products of Multiplication with Fractions 5 upcoming skills-bide P Afcenfon Varsity Tutors LIVE 49 Small Group Classes Large Group Classes 7 f PACE TPG nerdy TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#81. 2. 3. 4. 5. 6. Nerdy by the Numbers $33M Total Revenue¹ Q2-21 +80% Active Learner Growth³ Q2-21 YoY Growth >3x LTV/CAC5 +52% Total Revenue Growth² Q2-21 YOY Growth nerdy 68 2020 Paid Learner Avg. NPS Score 65% Gross Margin Q2-21 +109% Online Session Growth4 Q2-21 YOY Growth >500K Learners Accessed Free Classes 2020 Q2 2021 total revenue shown U.S. GAAP basis. Online learning format revenue, defined as one-on-one online revenue and online group classes revenue and includes in-person revenue. Transition to 100% online was completed in April 2020. Active Learners defined as the unique number of Learners attending a paid online one-on-one session or a paid online class in a given period. Amounts exclude Legacy Businesses and VT+. Online Sessions are defined as the number of online one-on-one sessions and the number of paid online group class attendees in a given period. Amounts exclude Legacy Businesses and VT+. Total Net Sales Lifetime Value ("LTV") defined as new one-on-one customer cohort actual spend for historical months and forecasted revenue for future periods, minus actual and forecasted cost of goods sold, extrapolating full-quarter trends since transition to 100% online and launch of multi-learning destination strategy. Customer Acquisition Cost ("CAC") defined as Q1-21 "Sales & Marketing Expense" to acquire a new customer, excluding test marketing spend, defined as marketing expense for free classes, School t Home, television and test marketing, and excluding payroll or outside consultant expenses. Amounts exclude Legacy Businesses and VT+. Net sales is a non-GAAP measure representing client purchases inclusive of payments due within 30 days minus refunds recorded during the period, a close proxy for cash receipts from customers. Net Promoter or Net Promoter Score is the percentage of customers rating their likelihood to recommend a company, a product, or a service to a friend or colleague as 9 or 10 minus the percentage rating this at 6 or below on a scale from 0 to 10. Varsity Tutors client trigger-based NPS survey data, Q2-Q4 2020; n=700. Note: Quarterly financial information is unaudited. 8 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#9Second Quarter Product Highlights • Invested in expanding subject breadth and the frequency of our small group class offering to drive growth and reach new audiences, which resulted in small group class revenue increasing over 300% year-over-year during the second quarter • Hosted over 50 StarCourses, completing our 150th StarCourse in June 2021 Integrated multiple formats into a singular offering for Summer Camps, weaving together Small Group Classes, Self-Study, and Large Group Classes into a really cohesive and engaging experience • Launched "Varsity Tutors for Schools," a solution designed to help state educational agencies, school districts, and students overcome COVID learning loss, and accelerate learning by meeting the unique needs of every student with evidence-based, high dosage tutoring BACK TO SCHOOL PRI BRIDGING THE GAP CLASSES Get ready to go back Brush up on math, reading, writi classes led by expert instructors For those entering grades 1 to 1 Varsity Tutors Virtual vilife +2 SUMMER CAMPS 9 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#101. 2. Market Size¹: Learning's Digital Transition is Happening Now at Faster Rate than Previous Online Adoptions U.S. E-Commerce Digital Share (%)¹ 5x 2.1% 2004 → 15 Years $72B Dawn of the Age of Digital Learning, Michael Moe, GSV, May 6, 2020. Survey of 1,000 Parents of K-12 learners conducted by Halsted Strategy Group, April 2021. 11% 2019 $600B Global Learning Digital Share (%)¹ 5x 2.3% 2019 $160B 30% CAGR 7 Years 11% - 2026P $1T 73% Are more likely to use online learning compared to a year ago² 92% Plan to use online learning services going forward² 10 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#11COMPETITIVE ADVANTAGE Quality Experts What We Do We have built a sizeable network of top Experts nationwide. Instruction is delivered through our online platform, reducing geographic limitations on finding quality Experts in any subject Why It Matters Expert quality is critical to delivering a great learning experience and building trust and credibility Different Compared to... Online directories - limited curation or quality assessment • Legacy brick and mortar - limited to supply in local geography 11 TPG nerdy TECH OPPORTUNITIES Nerdy / TPG Pace Tech Opportunities Corp. 2021#12COMPETITIVE ADVANTAGE Scaled Selection What We Do Scaled quality live instruction available in 3,000+ subjects - ability to identify and build supply of Experts across thousands of topics Why It Matters Learners: Can learn large number of subjects on our platform at any age Experts: Instruct across multiple topics of expertise Different Compared to... • Narrow platforms that offer limited or sole subject breadth - college, elementary, law • Legacy brick and mortar - limited to supply in local geography Live Instruction .. .. ● 09 ● • • 3,000+ subjects 12 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#131 COMPETITIVE ADVANTAGE Personalized Experience What We Do Personalization across multiple touchpoints • matching consultations • unique learning pathways Why It Matters Every learner is unique, most education solutions teach to the average Different Compared to... Online directories - limited curation or assessing of quality • Legacy brick and mortar - limited to supply in local geography Defined as data points generated from student attributes, instructor attributes, past matching, learning interactions from online platform, website and marketing event interactions, and self study interaction. Al-Powered Learner/Expert Matching Both learners, struggling with the same subject, are intelligently matched to the instructor who best fits their specific needs Introvert Low motivation. (100+ total attributes¹) Extrovert 3.9 GPA High motivation (100+ total attributes¹) 13 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#141. 2. K-8 26% Our Two-Sided Network: Learners and Experts Audience Breakout Diverse population servicing learners across lifecycle College/Grad High School 33% 30% Competitive & Investing Learners Proactive and planning ahead. Desire to deliver best score or be top of the class % of Net Sales by audience 1 Key Segments Reactive Remediation Often triggered to get help by a failed test, falling behind, or a bad grade Professional/ Adult 11% Enrichment & Passion Internally motivated and curious to learn more about something they enjoy or want to develop Helping People Learn 45% Hold a Graduate 2 degree or more ↑↑↑↑↑ Experts Data for 2020. Net sales is a non-GAAP measure representing client purchases inclusive of payments due within 30 days minus refunds recorded during the period, a close proxy for cash receipts from customers. Amounts exclude Legacy Businesses and VT+. Represents the percentage of 2020 Active Experts who have a graduate or postgraduate degree. Key Motivations Typical Occupations Supplemental Income Teacher/professor Working professional Grad/college student Retirees Self-employed Flexibility & Convenience <5 hrs Avg. # hours worked per week w/ Nerdy 14 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#15Multiple Vectors to Drive Sustainable Growth Subject Expansion Format Expansion Product Expansion Large Format Classes Targeted M&A International Expansion Product Innovation New product and pricing solutions Self Study Self-guided diagnostic tests, practice problems, and study materials Free live classes with celebrity instructors drive top of funnel growth & engagement {f} 889 Small Group Classes Affordable group classes for K-12, foreign languages, test prep and more One-on-One Instruction Individualized instruction on purpose built interface. Scheduled and on-demand Professional Tutoring and study options for range of professional testing (CPA exam, Series 7, etc) & professional + skills development Test Prep Full range of standardized test prep including: SAT, ACT, GMAT, LSAT, GRE, MCAT as well as a range of K-12 tests Academic Offering support for K-12, undergraduate and post-graduate learners across more than 3,000+ subjects 15 TPG nerdy TECH OPPORTUNITIES ⒸNerdy / TPG Pace Tech Opportunities Corp. 2021#16BRAND BUILDING Large Format StarCourses Large format live class can accommodate 500-50K+ students Offered completely free of charge Format attracts new users, retains existing users, & drives brand 500K+ registrants, 3M+ class enrollments in 2020 150+ StarCourses taught 75+ partnerships Note: The individuals depicted above are referenced for their historical participation in the StarCourses Campaign offered through the Varsity Tutors platform and the depictions are not intended to imply that they have current involvement in StarCourses. LIVE Varsity Tutors w many teeth does That had to hurt can't ima do that on why you would 16 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#172 H Establishing a Lasting Brand, Founded in Trust jentodogs Follow BOY 22 likes jentodogs Got to listen in to the girls' class on space with @lelandmelvin today! Just fascinating! The girls are looking forward to the next Svarstytiders class with Mr... more AM syfan8899 Follow QV syfan8899 #varsitytutors #coyotepeterson...more W sihurtado Follow D Y 11 likes sjhurtado Food Fight: Chemistry Lessons From Culinary Explosions @varsitytutors @just a science guy it was a great lesson's passion for Chemistry is theguidersguild. Follow Y W 4 likes theguidersguild Had a blast at the @varsitytutors campo The Science of Bites & Stings with @coyotepeterson Survey of general population, 1,000 Parents of K-12 learners. Conducted by Halsted Strategy Group, Nov 2020. Survey among current and past Nerdy users. Conducted by Halsted Strategy Group, Nov 2020. Note: The individuals depicted above are referenced for their historical participation in the StarCourses Campaign offered through the Varsity Tutors platform and the depictions are not intended to imply that they have current involvement in StarCourses. Brand Awareness¹ >2x 31% 2019 64% 90% Believe Varsity Tutors offers high quality instruction² 2020 Aided Awareness 87% Believe Varsity Tutors is a brand they can trust² 17 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#18Net LTV 2 Net LTV Strong LTV¹ Expansion. 2021 Q1 2020 2020 Elapsed Quarters +22%² Q3 2019 +42%² 2019 Net LTV Net LTV 2020 Q2 2020 +31%² Elapsed Quarters Q4 2019 2019 +25%² LTV expansion driven by multi-format engagement and higher consumption Recent cohorts' initial LTV significantly higher than historical periods 2H 2020 Cohorts surpassed in one quarter the LTV of the same 2019 cohorts after five quarters Q4 2020 and Q1 2021 demonstrate expansion momentum and durability Elapsed Quarters Elapsed Quarters 1. Total Net Sales Lifetime Value ("LTV") defined as new one-on-one customer cohort actual spend for historical months, multiplied by average net sales gross margin rate. Net sales is a non-GAAP measure representing client purchases inclusive of payments due within 30 days minus refunds recorded during the period, a close proxy for cash receipts from customers. Percentage change represents most mature quarter LTV vs. the same quarter of 2019. 18 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#19COVID Impact and Recovery 2020 Created Short Term Challenges Some schools went to optional grading, many standardized tests and professional exams were suspended, which led to declines in demand for our solutions We Responded with Innovation We finished our transition to delivering live instruction 100% online. Invested in new products & integrated learning formats into single destination. Improved unit level economics and free cash flow 2021 and Beyond Headwinds Turn to Tailwinds We continue to be encouraged by the anticipated resumption of in-person schooling in the fall for most students, increased college and graduate school enrollment, and the positive impact we anticipate these factors may have on our business Accelerated Trend Toward Online Consumers realized superior convenience, quality and value of online experience vs. offline 19 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#20Chuck Cohn Founder, Chairman & CEO WELLS SECURITIES FARGO Ascension Ventures Founder Led, Seasoned Management Team with deep technology and direct-to-consumer experience LR lan Clarkson President & Chief Operating Officer Chris Swenson Chief Legal Officer POLSINELLI amazon amazon Jason Pello Chief Financial Officer Mike Dierken Chief Technology Officer McKinsey pwc & Company save alot CALERES UBM Heidi Robinson Chief Product Officer Fred Howard Chief Institutional Business Officer DELL amazon Note: The use of any trademarks, names, or logos are for informational purposes only related to each management team members historical experience with/and or association therewith, and does not imply any express or implied endorsement by their respective owners. Adam Weber Chief Marketing Officer Karthik Anbalagan Chief Audience Officer DOLLAR SHAVE CLUB Microsoft amazon - P&G Dan Lee Chief Analytics Officer amazon THOMSON REUTERS Craig Pape Chief Marketplace Operations Officer FICO 20 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#21Financials & Outlook + X 21 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#221. Active Learners¹ Free >500K Paid 87K Our Monetization Model Large Group Classes Adaptive Self Study Small Group Classes One-on-One 3M+ # of Free Class Sessions² Typical Order (Hours) 5-20 9-50 7M+ Learning Interactions³ Paid Active Learners defined as the unique number of Learners attending a paid online one-on-one session or a paid online class in FY 2020. Amounts exclude Legacy Businesses and VT+. Free active learners defined as any account created for free classes or self study, but haven't purchased a paid product in FY 2020. Amounts exclude Legacy Businesses. 2. Defined as the number of attendees in free class sessions during 2020. 3. Defined as number of Learning Lab interactions from Q3-20 to Q1-21. A Learning Lab interaction includes site interactions and answered questions. Typical $/Hour $10-$45+ $45-$75+ 22 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#231. 4% Revenue Growth Rates YoY¹ -3% 26% 31% Total Growth 50% Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Total Growth represents Consolidated GAAP revenue, which includes both online and in-person revenue. Note: Quarterly financial information is unaudited. 52% We've Built An Agile And Resilient Business School and testing center closures related to the pandemic significantly impacted the business throughout 2020 Completed multi-year transition to 100% online in Q2 2020 New product innovation and increased adoption of online learning drove significant growth in H2 2020 and YTD in 2021 23 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#24Gross Margin Improvements Driven By Product Expansion Note: Semi-annual financial information. Shift toward 100% online improved margins Growth in Classes expected to produce future gross margin expansion unaudited. 63.2% 2018 65.9% 2019 Gross Profit Margin 66.5% 2020 64.1% H1 2020 66.3% H1 2021 24 TPG nerdy TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#25Investments in Technology and Automation Drive Efficiency Sales Expense % of Revenue Operations & Fulfillment Expense % of Revenue 19% 2018 19% 2019 Note: Semi-annual financial information unaudited. 14% 2020 17% H1 2020 11% H1 2021 19% 2018 16% 2019 13% 2020 16% H1 2020 11% H1 2021 25 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#261. Cash Flow Improvement Through Technology & Operational Efficiency Free Cash Flow¹ ($12M) H1 2019 ($11M) H2 2019 ($9M) H1 2020 ($1M) 1 ($13M) H2 2020 Free Cash Flow ("FCF") is a non-GAAP financial measure. FCF is defined as the sum f operating cash flow and capital expenditures. Note: Semi-annual financial information is unaudited. H1 2021 cộ |~ Multi-year effort to improve unit level economics and free cash flow Proven ability to become self sustaining in H2 2020 Targeted investments in marketing, and new talent across executive management, engineering, product, data science, and design drive new product innovation and growth, yielding H1 2021 free cash flow in-line with our forecast 26 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#271. 2. 3. Q2 2021 - Continued Momentum and Strong Growth 23 25 Active Learners¹ ('000s) +80% Q2-21 YOY Growth 23 27 28 30 38 44 47 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2019 2019 2019 2019 2020 2020 2020 2020 2021 54 Q2 2021 133 136 Q1 2019 Online Sessions² +109% Q2-21 YOY Growth 126 Q2 Q3 2019 2019 ('000s) 154 167 224 312 411 477 468 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2019 2020 2020 2020 2020 2021 2021 Sessions Taught per Active Expert³ 24 23 22 +31% Q2-21 YOY Growth Active Learners defined as the unique number of Learners attending a paid online one-on-one session or a paid online class in a given period. Amounts exclude Legacy Businesses and VT+. Online Sessions is defined as the number of online one-on-one sessions and the number of paid online group classes attendees in a given period. Amounts exclude Legacy Businesses and VT+, Sessions Taught per Active Expert is defined as the number of one-on-one sessions and the number of paid online group classes per active Expert in a given period. Active Expert defined as having instructed one or more sessions in a given period. Amounts exclude Legacy Businesses and VT+. Note: Quarterly information is unaudited. 27 27 31 31 40 43 41 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2019 2019 2019 2019 2020 2020 2020 2020 2021 2021 27 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#281. Q2 and YTD 2021 - Delivering Results Ahead of TPG Pace Forecast +52% $22M Q2 2020 Total Revenue¹ $33M Q2 2021 +51% $45M H1 2020 $67M H1 2021 Total Growth represents Consolidated GAAP revenue, which includes both online and in-person revenue. Note: Quarterly and semi-annua financial information is unaudited. +51% $14M Q2 2020 Gross Profit $21M Q2 2021 $45M +56% $29M 1 H1 2020 H1 2021 28 Revenue growth driven by Learner and engagement growth, as Learners increasingly adopted our multi-format approach to delivering personalized learning Gross Profit expansion driven by the adoption of one-on-one online learning, expansion across more subjects and more audiences, like Professional and Learning Differences, and growth in our small group class format, including summer camps TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#291 2. Historical Seasonality and TPG Pace 2021 Forecast by Quarter Historical and Forecasted Quarterly Seasonality as a % of Annual Revenue Q1: 23-25% 50% 41% YOY YOY $35M $23M $32M Q1 Q2: 20-23% $22M 52% YOY 30% YOY $33M $28M Q2 2020 Actual Q3: 23-25% Q1 2020 In Person Revenue accounted for $5.7 million or 25% of Q1 2020 Revenue. Nerdy transitioned to 100% online in Q2 2020. Q3 and Q4 2021 quarterly and 2021 annual revenues represent forecasted amounts. Note: Quarterly financial information is unaudited. $26M 31% YOY $35M Q3 2021 TPG Pace Forecast2 2021 Actuals Q4: 28-31% $33M 30% YOY $43M Q4 Annual Revenue $104M 33% YOY $138M 29 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#301. 2. 3. TPG Pace 2021 Forecast by Quarter¹ $ in Millions Total Revenue (100% Online) % YoY Growth Gross Profit % Margin (-) Sales & Marketing Expense (-) Operations & Fulfillment (-) Tech & Product (-) G&A Total Opex Other Income (Expense) Net Income % Margin Adjusted EBITDA % Margin Q1 2021F Q1 2021A Is I $ IS I 32 S 41% 22 S 67% (14) (3) (3) (4) (11) (1) (4) S (14%) (1) S (4%) 351 Is 50% I 23 68% || || 11 (15) I (3)! (3) (7) (13) I || (1) I Q2 2021F Q2 2021A Q3 2021F Q4 2021F 28 S 30% 33 $ 52% 1 1 35 $ 31% (17%) (6)! Is IT (0)| | S (1%) | I 19 S 68% (12) (4) 4 (6) (14) 7 0 $ 1% (5) S (16%) 21 65% 1 (14)| 1 (4) (4)! (6) (15) 71 (1%) $ $ (5) S (15%) I 24 S 70% (16) (4) (4) (7) (15) 0 (7) S (19%) (4) S (12%) 43 30% 31 71% (4) (5) (7) (16) (15) I 0 0 0% H1 2021F H1 2021A 60 S Is m de I I 1 S S 1 3 I 6% I 41 S 68% (26) (7) (7) (11) (25) 6 (4) S (7%) (6) (9%) 67 S I I 45 66% 1 (29) I (8) (8) (13) (28) I 61 1 10 (6)! S (9%) (5) S (8%) 1 2021F 138 33% 96 70% (57) (11) (8%) Revenue growth driven by multi-format strategy (14) Targeted marketing (17) (25) (56) (8) (5%) One-on-one strength provides durable base growth. Classes and Professional offerings continue to grow rapidly as we scale investments extend reach to drive Active Learner growth Significant investments in additional talent ensure Nerdy remains at the forefront of innovation; contributing to growth in 2022 and beyond G&A increases driven mainly by public company costs Forecast ("F") excludes or otherwise does not account for the following: (i) non-recurring expenses, including de-SPAC transaction expenses; (ii) the application of new accounting treatments associated with the de-SPAC transaction; (iii) the expense related to Unit Appreciation Rights ("UARS") held by Nerdy employees which will be converted into Stock Appreciation Rights ("SARS") in connection with the de-SPAC transaction; and (iv) the impact of any future non-cash compensation changes. Actual ("A") quarterly and semi-annual financial information is unaudited. Other Income (Expense) in Q2 2021 reflects a one-time non-recurring gain of $8.4 million related to the forgiveness of a Promissory loan. Adjusted EBITDA (loss) is defined as net income or net loss, as applicable, before net interest income (expense), taxes, depreciation and amortization expense, non-cash compensation expense and other non-recurring items. Adjusted EBITDA is a non-GAAP financial measure. 30 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#311. 2. 3. TPG Pace Forecast¹ $ in Millions Active Learners² % Active Learners YoY Online Revenue % YoY Growth Total Revenue % YoY Growth Gross Profit % Margin (-) Sales & Marketing Expense (-) Operations & Fulfillment (-) Tech & Product (-) G&A Total Opex Net Income % Margin Adjusted EBITDA³ % Margin $ $ $ $ $ 2018 47 42 $ 72 $ 46 $ 63% (30) (14) (9) (18) (41) (25) $ (35%) (21) $ (29%) 2019 63 34% 64 $ 54% 90 $ 26% 60 $ 66% (38) (15) (10) (18) (42) (22) $ (25%) (14) $ (15%) 2020 87 37% 97 $ 51% 104 $ 15% 69 66% (44) (14) (12) (18) (43) (25) $ (24%) (9) $ (9%) 2021F 130 50% 138 $ 42% 138 $ 33% 96 70% (57) (14) (17) (25) (56) (11) $ (8%) (8) $ (5%) 2022F 199 53% 198 $ 43% 198 $ 43% 141 71% (84) (20) (27) (24) (71) (14) $ (7%) (3) $ (2%) 2023F 284 43% 267 35% 267 35% 193 72% (109) (26) (31) (25) (82) 1 1% 14 5% Rapid digital acceleration is expected to provide tailwinds to support durable growth Gross margins expansion driven by mix shift to 100% online and Classes Efficient performance marketing coupled with "big swing" marketing investments expected to drive awareness and new customer acquisition Strong unit level economics and focus on operational efficiency yield operating leverage improvements 31 +30% revenue growth with continued gross margin expansion. Projected to be Adjusted EBITDA positive in 2023. TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021 Forecast ("F") excludes or otherwise does not account for the following: (i) non-recurring expenses, including de-SPAC transaction expenses; (ii) the application of new accounting treatments associated with the de-SPAC transaction; (iii) the expense related to Unit Appreciation Rights ("UARS") held by Nerdy employees which will be converted into Stock Appreciation Rights ("SARS") in connection with the de-SPAC transaction; and (iv) the impact of any future non-cash compensation changes. Active Learners defined as the unique number of Learners attending a paid online one-on-one session or a paid online class in a given period. Amounts exclude Legacy Businesses and VT+, Learners in thousands. Adjusted EBITDA (loss) is defined as net income or net loss, as applicable, before net interest income (expense), taxes, depreciation and amortization expense, non-cash compensation expense and other non-recurring items. Adjusted EBITDA is a non-GAAP financial measure.#321. 2. Attractive Long-Term Growth and Strong Operating Leverage Long-Term Targets¹ Revenue Growth Gross Margin Tech, Product & G&A % Revenue Adjusted EBITDA Margin² 2021F¹ 33% 70% 30% (5%) 2022F¹ 43% 71% 26% (2%) 2023F¹ 35% 72% 21% 5% 25-30% Forecast ("F") excludes or otherwise does not account for the following: (i) non-recurring expenses, including de-SPAC transaction expenses; (ii) the application of new accounting treatments associated with the de-SPAC transaction; (iii) the expense related to Unit Appreciation Rights ("UARS") held by Nerdy employees which will be converted into Stock Appreciation Rights ("SARS") in connection with the de-SPAC transaction; and (iv) the impact of any future non-cash compensation changes. Adjusted EBITDA (loss) is defined as net income or net loss, as applicable, before net interest income (expense), taxes, depreciation and amortization expense, non-cash compensation expense and other non-recurring items. Adjusted EBITDA is a non-GAAP financial measure. 75-80% 15-20% 32 25-30% Long-term opportunity for growth expected as shift to online learning gains share over the coming decade and beyond STPG nerdy TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#33Transaction Overview + X 33 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#3412345 Sources & Uses / Pro-Forma Valuation Sources & Uses (Illustrative) Sources Existing Nerdy Shareholders Equity Rollover¹ SPAC Cash in Trust² Forward Purchase Agreements PIPE Sponsor Shares³ Total Sources Uses Existing Nerdy Shareholders Equity Rollover¹ Cash to Nerdy Shareholders² Repayment of Outstanding Debt Cash to Balance Sheet² Sponsor Shares Fees and Expenses Total Uses $MM $862 450 150 150 90 $1,702 $MM $862 388 52 255 90 55 $1,702 % 51% 26% 9% 9% 5% 100% % 51% 23% 3% 15% 5% 3% 100% Post-Transaction Ownership (Illustrative) PIPE Investors 5% 9% FPA Investors 9% SPAC IPO 26% Sponsor Illustrative Share Price 1,4,5 Shares Outstanding" Equity Value Net Cash Balance² Total Enterprise Value TEV / 2022F Revenue Post-Transaction Valuation (Illustrative) Existing Nerdy Shareholders 51%¹ Includes unvested employee options and equity awards. Assumes no redemptions by SPAC shareholders. Cash to Nerdy shareholders subject to adjustments. Includes sponsor shares forfeited to FPA investors. Other outstanding instruments from PACE.U IPO and FPA: 12 million warrants for 12 million shares at $11.50 per share; 7.3 million private warrants for 7.3 million shares at $11.50 per share, 4 million Seller Earnout shares, and 4 million Sponsor Earnout shares. Existing Nerdy Shareholder and Sponsor to each receive up to 4 million earn-out shares that vest based off stock price hurdles between $12 and $16 per share over 5 years. Please see slide 41 "Illustrative Fully-Diluted Share Count" for more details. $MM $10.00 170.2 $1,702 (297) $1,405 7.1x 34 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#35Defining Nerdy's Public Comparables. Asynchronous Learning Platform for Adult Learners ■ I ■ Direct-to-Consumer Learning Platform Leading learning internet platform in North America Technology solutions purpose -built for learning Direct-to-consumer internet go-to-market Similar gross margins Chegg® Leading asynchronous, recorded lessons learning platform with global audience 4,600+ courses focused on continuing education Large and expanding TAMS with low online-penetration coursera ■ Consumer Facing Digital Gig Economy Platform Leading freelance digital services gig economy platform ~300 categories across diverse industry verticals Large market opportunity with low online penetration fiverr. 35 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#36Operational Benchmarking Revenue Growth Gross Margin 33% 2021F 70% nerdy 2021F 43% 2022F 71% 2022F Sources for third-party information: SEC filings, S&P Capital IQ as of 7/30/2021. nerdy 22% Chegg coursera 70% 26% Chegg 56% coursera 36% fiverr. 84% fiverr. 2022F Avg. Revenue Growth: 26% 30% 22% airbnb DOORDASH 2022F Avg. Gross Margin 70% 78% 54% airbnb DOORDASH 18% 20% Etsy matchgroup 74% 73% Etsy matchgroup 29% TELADOC. 68% O TELADOC. 36 ETPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#37Valuation Benchmarking 2022F EV / Revenue 2022F EV / Gross Profit 46% Discount to Peers 7.1X ■ nerdy 48% Discount to Peers 10.0X nerdy 12.9X 18.5X Chegg coursera fiverr. Chegg 11.9X Sources for third-party information: SEC filings, S&P Capital IQ as of 7/30/2021. Nerdy valuation multiples assume $10 per share. 22.9X 21.3X 27.2X coursera fiverr. 13.7X airbnb DOORDASH 17.5X 11.9X airbnb 22.0X DOORDASH 9.1X Etsy 12.3X Etsy 14.0X matchgroup 19.2X matchgroup 10.0X TELADOC 14.7X TELADOC. 37 Avg.: 13.3X Avg.: 19.1X TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#38Anticipated Transaction Timeline January 2021 March 2021 April 2021 August 2021 Q3 2021 Note: Subject to SEC review and approval timetable. ■ ■ ■ ■ ■ ■ ■ Transaction Agreement Executed Transaction Announced Preliminary Proxy Materials Filed with the SEC Analyst Day Event Q2 Earnings Release Mail Final Proxy Materials to TPG Pace Shareholders Set Record ate for TPG Pace Shareholders Vote Hold TPG Pace Shareholder Vote and Close Transaction 38 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#39Financial Appendix + X 39 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#401 2 2019-2020 Quarterly (unaudited) & Annual Financials $ in Millions Active Learners¹ % Active Leamers YoY Online Revenue % YoY Growth Total Revenue % YoY Growth Gross Profit % Margin (-) Sales & Marketing Expense (-) Operations & Fulfillment (-) Tech & Product (-) G&A Total Opex Net Income % Margin Adjusted EBITDA² % Margin $ $ S $ S Q1 2019 23 15 S 22 S 15 S 66% (9) (4) (2) (4) (11) (5) S (21%) (3) S (13%) Q2 2019 25 16 S 22 S 15 S 67% (9) (4) (3) (4) (10) (4) S (20%) (3) S (12%) Q3 2019 23 16 S 21 S 14 S 66% (11) (4) (2) (4) (10) (8) S (37%) (6) S (26%) Q4 2019 27 18 S 25 $ 16 S 65% (10) (4) (3) (4) (11) (6) S (22%) (3) S (10%) Q1 2020 28 21% 17 S 15% 23 S 4% 15 S 63% (10) (4) (3) (4) (11) (8) S (35%) (5) S (22%) Q2 2020 30 21% 21 S 30% 22 S -3% 14 S 65% (7) (3) (2) (4) (10) (4) S (19%) (1) S (4%) Q3 2020 38 62% 26 S 67% 26 $ 26% 18 S 68% (13) (3) (3) (4) (10) (8) S (29%) (3) S (12%) Q4 2020 44 59% 33 S 87% 33 S 31% 23 S 68% (13) (4) (3) (6) (13) (5) S (15%) 0 S 1% Q1 2021 47 67% 35 $ 100% 35 $ 50% 23 S 68% (15) (3) (3) (7) (13) (6) S (17%) Active Learners defined as the unique number of Learners attending a paid online one-on-one session or a paid online class in a given period. Amounts exclude Legacy Businesses and VT+. Learners in thousands. Adjusted EBITDA (loss) is defined as net income or net loss, as applicable, before net interest income (expense), taxes, depreciation and amortization expense, non-cash compensation expense and other non-recurring items. Adjusted EBITDA is a non-GAAP financial measure. Note: Quarterly financial information is unaudited. (0) S (1%) 02 2021 54 80% 33 58% 33 52% 21 65% (14) (4) (4) (6) (15) (1%) $ (5) (15%) $ (0) $ $ S 2019 63 34% 64 S 54% 90 S 26% 60 S 66% (38) (15) (10) (18) (42) (22) S (25%) (14) S (15%) 2020 87 37% 97 51% 104 15% 69 66% (44) (14) (12) (18) (43) (25) (24%) (9) (9%) 40 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#411. Non-GAAP Reconciliations (unaudited) $ in Millions Net Income Interest Income / Expense, Net Taxes Depreciation & Amortization Non-Cash Compensation Expense Non-Recurring Items Adjusted EBITDA Net Income Interest Income / Expense, Net Taxes Depreciation & Amortization Non-Cash Compensation Expense Non-Recurring Items Adjusted EBITDA 1 $ $ $ Q1 2019 2018 0 1 1 (5) S 0 (25) S (0) (3) S ܘ ܚ ܚ Q2 2019 (21) S (4) S 0 0 1 0 (3) S 2019 Q3 2019 (22) S 2 $ 052 Q4 2019 (8) S 1 (0) 1 0 (14) S (6) S 1 0 1 1 Non recurring items in 2020 are related to a recorded loss for an office sublease and transaction related costs. 2021F includes one-time non-recurring items related to the forgiveness of a Promissory loan. Note: Quarterly financial information is unaudited. S 2020 Q1 2020 (25) S 0 1 0 5O623@ 5 (9) $ Q2 2020 (8) S 1 2021F $ 0 ONO Q3 2020 (4) S 1 2 0 (11) S (1) S 2013 (8) (8) $ 2022F 0 1 (3) S TONONO Q4 2020 Q1 2021 (8) S (5) S 1 (0) 2 0 2 0 (14) S (0) 2 9 (3) $ 0 $ 2023F (6) S 1 8212 0 10 $ 1 (0) 11 Q2 2021 41 2 14 (0) 1 0 2 1 (8) TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#42INSTONO Illustrative Fully Diluted Share Count 8 Share count in millions PACE Public IPO Shares PACE Public / FPA Warrants (1,2,3) FPA Shares PIPE Shares PACE Sponsor Shares Nerdy Existing Shareholders Shares (4) Private Warrants(1,5) Seller/Sponsor Earnouts (6,7,8) Total $10.00 $11.00 $12.00 45.0 45.0 45.0 0.5 16.0 15.0 8.0 86.2 0.3 2.7 173.7 16.0 15.0 8.0 86.2 170.2 16.0 15.0 8.0 86.2 170.2 Illustrative Share Price $13.00 $14.00 $15.00 45.0 45.0 45.0 2.1 1.4 2.8 16.0 16.0 16.0 15.0 15.0 15.0 8.0 8.0 8.0 86.2 86.2 86.2 0.8 1.3 1.7 2.7 5.3 5.3 175.1 179.0 180.0 1. Assumes treasury share method for public, FPA, and private warrants. 9.0 million public warrants issued as part of PACE IPO with strike price of $11.50 and redemption price of $18.00. 3.0 million FPA warrants to be issued with strike price of $11.50 and redemption price of $18.00. Includes unvested employee options and equity awards. 7.3 million private warrants issued as part of PACE IPO with a strike price of $11.50 Earn-out Shares Tranche 1 - If closing sales price equals or exceeds $12.00 for 20 trading day out of 30 consecutive Trading Days prior to 5 years following closing, 1.33 million Seller Earnout shares and 1.33 million Sponsor Earnout shares will vest immediately. Earn-out Shares Tranche 2 - If closing sales price equals or exceeds $14.00 for 20 trading day out of 30 consecutive Trading Days prior to 5 years following closing, 1.33 million Seller Earnout shares and 1.33 million Sponsor Earnout shares will vest immediately. Earn-out Shares Tranche 3 - If closing sales price equals or exceeds $16.00 for 20 trading day out of 30 consecutive Trading Days prior to 5 years following closing, 1.33 million Seller Earnout shares and 1.33 million Sponsor Earnout shares will vest immediately.. $16.00 45.0 3.4 16.0 15.0 8.0 86.2 2.1 8.0 183.6 $17.00 45.0 3.9 16.0 15.0 8.0 86.2 2.4 8.0 184.4 $18.00 45.0 4.3 16.0 15.0 8.0 86.2 2.6 8.0 185.2 42 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#43Thank you + X 43 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021