#1nerdy Analyst Day Presentation April 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 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 Com Neither TPG Pace nor the Compa 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 TPG Pace's initial public offering prospectus, which was filed with the SEC on October 8, 2020, and the proxy statement 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#3Transaction Summary TPG ● ● ● ● PACE TECH OPPORTUNITIES NYSE: PACE ● TPG Pace Group raised $450 million through the IPO of a special purpose acquisition company ("SPAC"), TPG Pace Tech Opportunities Corp. ("Pace" or "PACE"), in October 2020. Concurrent with the IPO, PACE secured an additional $150 million of Forward Purchase Agreement ("FPA") commitments, increasing PACE's capital base to $600 million Pace has entered into a transaction agreement to merge with Live Learning Technologies LLC d/b/a Nerdy ("Nerdy" or the "Company") • Nerdy will be listed on the NYSE under the ticker symbol NRDY with a majority independent board; following the transaction existing investors and management are expected to retain a 51% ownership stake with Founder, Chairman & CEO Chuck Cohn expected to remain the largest individual shareholder¹ Sponsored public listing In connection with the transaction, PACE has raised a $150 million PIPE of common equity at $10/share, in a private placement anchored by Franklin Templeton, Healthcare of Ontario Pension Plan, and Koch Industries as well as several other leading institutional investors Pace expects to effect Nerdy's public listing with an expected market cap of $1,702 million and target net cash of approximately $297 million¹ Represents an attractive entry multiple of 7.1x projected 2022 Revenue of $198 million Transaction combines a strong entrepreneurial team and best-in-class operations with a fully funded balance sheet in an industry that is rapidly shifting online nerdy NYSE: NRDY Note: Projections are TPG Pace estimates. With respect to projections, see page 2 "Use of Projections" under "Important Information". 1. Market cap assumes $10/share price. Target net cash assumes no redemptions by SPAC holders in business combination. See slide 65 for more information. Nerdy is a leading direct-to-consumer internet platform for live, online instruction and a leading gig economy platform purpose-built for teaching and learning 3 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#41. 2. 3. TPG Pace Introduction Select TPG Tech & Marketplace Investments • TPG has a long-history of supporting and investing in high-growth companies including internet platforms and marketplaces • Track-record of identifying markets at inflection points and supporting companies poised to take advantage of structural market changes airbnb box hotwire cal Spotify Uber zscaler EVBOX GROUP WellSky Select Recent TPG IPOs • TPG has taken 56 companies public since 2011, the most of any sponsor¹ • TPG Pace raised its first SPAC in 2015, and has completed 5 SPAC IPOs to date² • TPG Pace has announced four SPAC business combination with all fours SPACs trading above $12/share before or shortly after closing³ airbnb airbnb Uber Vaxcyte McAfee EVBOX GROUP Smarter Fertility Benefits 2 C3.ai ProSight AF ACCELENTERTAINMENT. Nerdy is a great match for TPG's investment criteria Select TPG EdTech Investments • TPG has a long history of investing in EdTech, including direct-to-consumer learning platforms TPG has the largest private markets impact efforts with The Rise Fund and Rise portfolio companies having educated >16 million students • EdTech is a priority focus for our impact investing efforts given outsized positive social impact associated with high quality education, low current digital penetration, and high return potential ● Our impact and EdTech experience allowed us to appreciate the platform that Nerdy has created dreambox LEARNING RENAISSANCE EVERFI Source: Dealogic. Accel Entertainment was listed on the NYSE via a merger with TPG Pace Holdings Corp. EVBox Group has entered into a definitive agreement to be listed on the NYSE via a merger with TPG Pace Beneficial Finance Corp. All four previous TPG SPACS traded up to $12/ share or higher. PLYA first closed above $12/ share on 7/19/2017 following closing in March 2017, MGY first closed above $12/ share on 7/20/2018 prior to closing in late July 2019, ACEL first closed above $12/ share on 12/16/2019 following closing in November 2019, and TPGY/EVBox first closed above $12/ share on 12/11/2020, the first day following announcement of a business combination. Past performance is not a guarantee of future results. 4 ellucian lynda.com TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#5TPG Pace Joins High Quality Existing Investors and Board EXISTING NERDY INVESTORS EXISTING BOARD OF DIRECTORS 1. Source: TCV.com TCV LearnCapital Chan Zuckerberg Initiative • TCV has invested over $14 billion in leading technology companies and has helped guide CEOs through more than 125 IPOs and strategic acquisitions¹ airbnb PELOTON Spotify Zillow NETFLIX • Learn Capital is a venture capital firm focused on breakthroughs in education technology u Udemy coursera VIPXID Chuck Cohn Founder, Chairman & CEO Cathy Beaudoin President, Amazon Fashion (Former) Erik Blachford CEO, Expedia (Former) Rob Hutter Managing Partner, Learn Capital David Karandish CEO, Capacity Woody Marshall General Partner, TCV Existing investors and board have deep experience in marketplaces, consumer internet, and learning platforms 5 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#61. 2 3. TPG PACE TECH OPPORTUNITIES Investment Thesis for Nerdy Large TAM Ripe for Disruption Leading Gig Economy Platform for Learning Attractive Unit Economics Scalable Technology Platform Network Effects and Data Create Deep Competitive Moat Business is at an Inflection Point Creating Positive Change Experienced, Entrepreneurial Team ■ ■ ■ ■ I ■ ■ $1.3 trillion offline direct-to-consumer education market¹ is moving online quickly COVID forced a step-function shift to online adoption that we expect to persist Nerdy is disrupting the market for live direct-to-consumer learning and is a leading One-on-One platform Nerdy's vertically integrated and curated marketplace delivers a superior personalized experience, increased convenience, and value to learners and experts LTVs improving with shift to online and product innovation - improving cross sell, conversion and retention LTV / CAC of >3X², immediately profitable at time of first purchase³ Purpose-built tech stack delivers multi-modality learning Al and machine learning platform matches learners and experts based off ~100 attributes to drive better outcomes and higher learner and expert satisfaction Adaptive learning, diagnostic testing, and data feedback loops improve learning results and enable personalization based on an individual's knowledge and competency Network effects: engagement data > personalization > performance > more learners > more experts > engagement 6 Nerdy's business is inflecting now as revenue growth and engagement are accelerating Multiple growth vectors, including adding more subjects to core One-on-One tutoring, expanding further into group classes and self-guided study, international expansion and potential M&A opportunities Nerdy's platform increases access by lowering the cost and removing barriers to high-quality instruction Free classes provide millions of hours of live instruction Self-study platform provides access to assessments, practice problems, and diagnostic tests at no cost Led by Founder, Chairman & CEO Chuck Cohn, who launched Nerdy in 2007 Deep senior management team has extensive technology, consumer brand, and ecommerce experience at companies such as Amazon, Dollar Shave Club, McKinsey & Co. and Thomson Reuters UBS Global Research. Dec 17, 2020. Future reimagined: What opportunities will online bring to the US$5tn global education market? Total Net Sales Lifetime Value ("LTV") is defined as new 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") is defined as Q3-20 "Sales & Marketing Expense to acquire a new customer, excluding test marketing spend, defined as marketing expense for free classes, School at Home, television and test marketing, and excluding payroll or outside consultant expenses. Amounts exclude Veritas Prep and First Tutors, herein referred to as "Legacy Businesses. Currently profitable on average customer purchase in 1st quarter after paying for cost of goods sold and CAC (defined above in footnote 2). TPG nerdy TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021 PACE#766 Wisdom is not a product of schooling, but a lifelong attempt to acquire it. - Albert Einstein 7 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#8nerdy CONNECTING Learners & Experts any subject anywhere anytime 8#91. 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 $9 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</ 9 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#10The Impact of Live, Personalized Learning 2 standard deviations of improvement¹ Multiple academic studies have PROVEN the effectiveness of live instruction on improving learning results PERSONALIZED and LIVE instruction is critical to the experience and is the essence of what makes Nerdy unique 1. 2. 35% 2nd percentile Bloom, B.S. (1984). "The 2 Sigma problem: The search for methods of group instruction as effective as one-to-one tutoring." Educational Researcher 13, 4-16. Reif, F. & Scott, L.A. (1999). "Teaching scientific thinking skills: Students and computers coaching each other." American Journal of Physics, 67, 819-381. 15th percentile Low Performers C- and below 50th percentile Tutoring Effect Higher than software-driven instruction Human tutoring can result in classroom test scores 35% higher than software-driven tutoring² Class Average C- to B+ Grades 84th percentile 98th percentile High Performers A- and higher 10 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#111. 2. live, Our personalized online platform is well positioned in the $62bn¹ direct-to-consumer learning market <10% of learners think the quality of instruction is better pre-recorded than it is live² Independent Tutors Sylvan Berlitz 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 11 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#12A 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- 8 Secretory Vesicle A Smooth Endoplasmic Reticulum Learning Lab a Home ASSIGNMENTS 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 Il 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 စာအား P Varsity Tutors LIVE 49 Small Group Classes Large Group Classes 12 f PACE TPG nerdy TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#132. 3. 4. 5. Nerdy by the Numbers $132M 6. Annualized Revenue¹ Q4-20 +59% Active Learner Growth³ Q4-20 YOY Growth >3x LTV/CAC5 +87% Online Revenue Growth² Q4-20 YOY Growth nerdy 1. Represents Q4-20 revenue annualized (Q4-20 revenue multiplied by 4) and shown on U.S. GAAP basis. Online learning format revenue, defined as one-on-one online tutoring revenue and online group classes revenue and excludes in-person revenue. Transition to 100% online was completed in April 2020. Online paid active learners defined as the unique number of learners attending a paid online tutoring session or a paid online class in a given period. Amounts exclude Legacy Businesses and VT+. 68 2020 Paid Learner Avg. NPS Score 68% Gross Margin Q4-20 +167% Online Session Growth4 Q4-20 YOY Growth >500K Learners Accessed Free Classes 2020 Paid online sessions are defined as the number of online one-on-one tutoring 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 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 Q4-20 "Sales & Marketing Expense" to acquire a new customer, excluding test marketing spend, defined s marketing expense for free classes, School at Home, television and test marketing, and excluding payroll or outside consultant expenses. Amounts exclude Legacy Businesses. 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. Nerdy client trigger-based NPS survey data, Q1-Q4 2020; n=700 13 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#14Market 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 1. Dawn of the Age of Digital Learning, Michael Moe, GSV, May 6, 2020. 2. 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 14 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#15COVID 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 our test prep business 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 DÉ 2021 and Beyond Headwinds Turn to Tailwinds We expect consumer need for supplemental help to grow as students look to catch up academically. Standardized and professional testing resumes Accelerated Trend Toward Online Consumers realized superior convenience, quality and value of online experience vs. offline 15 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#16COVID-19 Recovery 60% 45% 30% 15% 0% (15%) Oct Nov Nationwide Inquiry Growth¹ Dec -CA, NY, NJ -FL, TX Jan -US Average 1. Inquiry growth from October 2020 - March 2021 as compared to the same period two years prior. Amounts exclude Legacy Businesses and VT+ Feb Mar Nationwide Re-opening has led to accelerating growth in inquiries for Nerdy solutions Growth in "open" areas has accelerated at higher rates than areas that have remained closed and are still predominantly using online or hybrid learning Re-opening is expected to serve as a growth catalyst throughout the remainder of the year 16 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#171 2. Improving Access to High Quality Learning Resources 3M+ Hours of Free Live Instruction¹ in 2020 Free Live Online Classes LIVE Varsity Tutors Free Assessments & Practice Tools Learning Lab 10 0 B 6000 R Sera Malai Amelia's 5th Grade Math Gra rooms with Norders and Defined as the number of attendees in free class sessions during 2020. Defined as the number of free practice problems taken during 2020. Note: The individual depicted above is referenced for his historical participation in the StarCourses Campaign offered through the Varsity Tutors platform and the depictions are not intended to imply current involvement in StarCourses. Consores WHAT Costuring Checiona Co witador M C P/ P frac pr pentikan pekača star tune 4x6x3 20M+ Practice Problems² taken in 2020 We provide multiple, high quality learning resources completely FREE of charge. Our resources improve access and reach millions of Learners 17 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#18Chuck 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 18 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#19Meet the Learners & Experts + X 19 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#20K-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 degree or more 2 1. 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. Represents the percentage of 2020 Active Experts who have a graduate or postgraduate degree. 2 Experts ↑↑↑↑↑ Key Motivations Supplemental Income Typical Occupations Teacher/professor Working professional Grad/college student Retirees Self-employed Flexibility & Convenience <5 hrs Avg. # hours worked per week w/ Nerdy 20 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#21What Sets Us Apart + X 21 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#22B Quality, Live Instructors Our Right To Win Scaled Selection Multiple Online Formats Personalized Experience Purpose-Built Operating System for Learning Superior Value 22 TPG nerdy TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021 PACE#23COMPETITIVE 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 23 TPG nerdy TECH OPPORTUNITIES Nerdy / TPG Pace Tech Opportunities Corp. 2021#24COMPETITIVE 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 ■. ● ... 00 • ● 4.00 C 3,000+ subjects 24 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#25COMPETITIVE ADVANTAGE Multiple Format Online Destination What We Do Single online destination covering multiple learning needs across LIVE and asynchronous Why It Matters Convenient and accessible via our online platform woven together for an integrated and more personalized experience Different Compared to... • Only self study / recorded content insufficient format breadth, lack of engagement • Legacy offline models - in person, inconvenient 888 One-on-One Personal Instruction 1 0000 t}} Large Group Classes 500-50k participants n ftr Small Group Classes Average 5-15 participants 1 Adaptive Self Study Assessments & Practice Problems. 25 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#261 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 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) 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. Amounts exclude Legacy Businesses. 26 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#27Superior Value for Both Sides of the Network Value for Learners Better Experience Hand-picked experts, tech-enabled tools, multiple learning formats Convenient Learners can interact when, where, and how they want including scheduled and on-demand instruction Cost Effective Enabling exceptional experience at a great value Trust Trusted brand for high quality instruction & gr √3|| Value for Experts Strong Income Potential, Less Hassle Significant earnings without effort to find new customers Flexible Schedule Work where, when, and how you want with 24/7 demand in 3,000+ subjects Platform & Experience Technology tools, personalization, and collaborative platform make instruction engaging and enjoyable Get Paid On-Time & Securely Paid frequently with direct deposit 27 TPG nerdy TECH OPPORTUNITIES Nerdy / TPG Pace Tech Opportunities Corp. 2021#28How We Do It + X 28 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#29An Operating System. Engineered For Learning for AHI TM Artificial Intelligence for Human Interaction. ---- Data Lake Adaptive Learning Layer Matching Layer 29 Curation Layer TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#301. Data Lake Our proprietary data An expansive and integrated data set to drive the algorithms powering our personalized interventions >80M Usable data points for personalization¹ Student preferences ----- Expert pipeline Session outcomes --- Web inquiries Phone conversations 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. Amounts exclude Legacy Businesses. Customer preferences Expert interviews Site interactions Expert assessments Student assessments 30 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#311. 2. Curation Layer Identifying the best experts With our rich database of past learning interactions, we've identified the critical traits, knowledge, and experience that highly correlate to better outcomes 4.9/5 Expert Rating¹ 68 NPS Score² Better Experts = Better Outcomes = Better Learner Experience Sources: Average session rating on customer feedback (all time through December 2020). Amounts exclude Legacy Businesses. 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, Q1-Q4 2020; n=700. 31 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#322. Matching Layer Selecting the best expert We optimize across a high dimensional set of features to identify the learner-to-expert matches with the best projected probability of a successful interaction 100+ Features per learner and instructor¹ >800K Learner and expert matches² Sample Data set (Experts) ● Sessions per student motivation cohorts ● Sessions per requested subject ● Standardized test math score Standardized test science score (+ more data points) ● Rating Match Quality - considering over 100 factors Sample Data set (Learners) Student grade • Current grade performance ● Disposition towards. learning Desired subject ● Schedule availability Previous test score Motivation ● ● ● Communication preferences ● (+more data points) James Pankaj Kumiko 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. Amounts exclude Legacy Businesses. 2012 thru December 2020. Amounts exclude Legacy Businesses. Jason Pij Pij Pij Priya Pij Pij Pij Sarah Pij Pij Pij Match Score 32 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#331. Adaptive Learning Layer Personalizing the learning path to mastery 40% more likely to renew after completing an assessment¹ Continuous evolution across learning journey From August 2020 to March 2021, Learners attending a paid online tutoring session or a paid online class are 40% more likely to renew than those that began but did not complete an assessment. + ASSESSMENT Learning Plan evolves ASSESSMENT Adaptive Learning Plan Personalized Learning Plan ASSESSMENT The system adapts after every learning interaction, which matures and compounds its intelligence to deliver increasingly better guidance to the learner. 33 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#34Growth + X 34 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#35We're Building from Strong Growth Foundations 23 25 Active Learners¹ ('000s) 23 +67% Q1-21 YOY Growth 27 28 30 38 44 47 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q1 2019 2019 2019 2019 2020 2020 2020 2020 2021 133 136 Q1 2019 Online Sessions² +186% Q1-21 YOY Growth 126 ('000s) 154 167 224 312 411 477 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2019 2019 2019 2020 2020 2020 2020 2021 Sessions Taught per Active Expert³ 24 23 22 +60% Q1-21 YOY Growth 1. Active Learners defined as the unique number of Learners attending a paid online one-on-one instruction or a paid online class in a given period. Amounts exclude Legacy Businesses and VT+. 2 Online sessions are 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+. 3. 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 financial information is unaudited. 27 27 Q1 Q2 Q3 Q4 Q1 2019 2019 2019 2019 2020 31 Q2 2020 31 40 43 35 Q3 Q4 Q1 2020 2020 2021 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#36Multiple 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 36 TPG nerdy TECH OPPORTUNITIES ⒸNerdy / TPG Pace Tech Opportunities Corp. 2021#37Hour Consumed GROWTH VIA NEW SUBJECTS Tackling a sizeable opportunity in the Professional segment 22 Q3 2018 2018 Professional Hours Consumed¹ 1. Includes Professional Testing hours consumed. Note: Quarterly financial information is unaudited. 5K 7K 12K 14K 18K 14K 25K 27K 32K Q1 Q2 Q3 Q4 Q1 Q4 Q2 Q3 Q4 Q1 2018 2019 2019 2019 2019 2020 2020 2020 2020 2021 CURRENT TOP SUBJECTS NCLEX Nursing licensure exam 1,000's of Potential Professional Subjects CPA Certified Public Accountant licensure exam SERIES 65 Uniform Investment Advisor Law Exam PRAXIS Teaching licensure and certification 37 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#381. 2 FORMAT GROWTH Classes revenue increased 185% in 2H 20202, with significant upside remaining We're well positioned vs. legacy offline options: Wider subject selection Higher quality instructors Personalized experience leveraging data Convenience of learning from anywhere ONE-ON-ONE $24 bn¹ 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). Classes revenue in 2H 2020 vs. 2H 2019. Note: Semi-annual financial information is unaudited. $62 bn Projected U.S. direct-to-consumer learning market size in 2024¹ CLASSES $38 bn¹ ooo ffttt 38 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#391. Multi-format usage is driving $/Learner growth Small Group Classes 090 {f} Adaptive Self Study Large Group Classes 0000⁰ fit?? ooooo fittr One-on-One 00000 fff?? Bo 88 Bo Bo $- 1st Year Net Sales¹ / User by # of Formats Used $500 $1,000 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 $/ Learner measured by format usage Oct 1, 2019 - Sept 30, 2020. Amounts exclude Legacy Businesses. $1,500 39 +89% $/Learner 4 formats vs. one-on-one $2,000 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#401. 2. LTV¹ Expansion Accelerating Q1 Net LTV Net LTV 2020 2020 +13%² Elapsed Quarters Q3 2019 +38%² 2019 Net LTV Net LTV 2020 Elapsed Quarters Total Net Sales Lifetime Value ("LTV") defined as new customer cohort actual spend for historical months, multiplied by average net sales gross margin rate. Percentage change represents most mature quarter LTV of the 2020 cohort as compared to the same quarter of the 2019 cohort. 2020 Q2 Elapsed Quarters Q4 +24%² 2019 Elapsed Quarters 2019 +28%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 Q3 2020 and Q4 2020 demonstrate expansion durability 40 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#41Building a full funnel approach to new Learner growth Brand (~1/3 of spend) Leveraging StarCourses and high reach channels to build awareness, establish trust, and generate word of mouth Performance (~2/3 of spend) Data and tech-enabled approach to organic and paid search to drive highly efficient growth 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 current relationship. TV hulu WOM g AFFILIATE MARKETING f G PRESS EN 41 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#42BRAND 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 lut 100+ StarCourses taught 58 celebrity partnerships I 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 yold 42 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#431. 2. H Establishing a Lasting Brand, Founded in Trust jentodogs Follow A 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 varsitters class with Mr... more 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 lessontk's passion for Chemistry is theguidersguild. Follow 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 to imply that they have current involvement in StarCourses. Y W 4 likes theguidersguild Had a blast at the @varsitytutors campo The Science of Bites & Stings with @coyotepeterson depictions are not intended 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 43 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#44Building Scale + X 44 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#45We're Aiming to Build One Hundred, $100M Businesses by Scaling Live Personalized Learning 100M 100M 100M 100M 103M 103M 100M 100M 100M 45 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#46Our Platform is Designed to Power Growth and Scale MIN MAX Scale Faster w/ Generalizable Capabilities Scale Smarter w/ Machine Learning Scale Leaner w/ Process Automation 46 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#471. Scaling Faster: Generalizable Capabilities Enabling Faster Product Expansion Opportunity There is significant opportunity across our addressable TAM to extend reach across new segments with our multi-product format strategy Leveraging Generalizable Capabilities We built our online platform in a highly extensible manner leveraging technology and infrastructure that could easily be utilized to extend our reach into new audiences like Professional, and new formats like live Classes Average new initiative consumption growth vs. initial launch of one-to-one. One-to-one based on hours consumed starting March 2009. Classes and Professional Testing based upon hours consumed starting August 2018. Note: Quarterly metrics are unaudited. >3x Average new initiative consumption growth¹ (through 10 quarters since inception) 47 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#481 2 Scaling Smarter: Machine Learning for More Personalized & Efficient Consultation Opportunity Nearly 2/3rd of customers prefer at least some level of personal consultation when looking for learning help¹ Application of Machine Learning Our models leverage prospective and current client data to reduce internal effort by only contacting people who want to be contacted, when they want, and how they want Halsted strategy group parent survey K-12 N=1,000 August 2019. Sales cost as a % of revenue is based on GAAP revenue and total sales cost, 2H 2020 vs. 2H 2019. Note: Semi-annual financial information is unaudited. 41% Reduction in sales cost as a % of revenue² (2H 2020 vs. 2H 2019) 48 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#491. Scaling Leaner: Process Automation to Reduce Expert Curation Costs Opportunity To deliver a great learning experience, you must effectively test an Expert's subject matter expertise and teaching capabilities Application of Process Automation Utilize data informed automated processes designed to identify and screen for Expert attributes that are most correlated to positive learning results Expert acquisition cost includes third party recruitment cost as well as internal recruitment personnel cost. Note: Semi-annual financial information is unaudited. 1.2% Expert acquisition cost¹ (as a % of Revenue 2H 2020) 49 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#501. 2. Powerful and Reinforcing Growth Flywheels More Learners 4. +59% active learner growth Subject & Format Expansion Leverage experts to create a more comprehensive learning destination that meets more learner needs, creating more on-ramps for new customers & cross-sell opportunities 1 2 68 NPS Score² Online paid active learners defined as the unique number of learners attending a paid online tutoring session or a paid online class in a given period. Amounts exclude Legacy Businesses. YoY growth as of Q4 2020. 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. Nerdy client trigger-based NPS survey data, Q1-Q4 2020; n=700. Amounts exclude Legacy Businesses. 3. 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. Amounts exclude Legacy Businesses. Sources: Average session rating on customer feedback (all time thru December 2020). Amounts exclude Legacy Businesses. Personalized Learning Experience Quality Experts >80 Million Usable data points for personalization 3 Expert Platform More opportunities deliver more earnings & quality interactions for top experts. Our end-to-end seamless experience makes the whole process more convenient 4.9/5 Expert rating 4 50 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#51Financials & Outlook + X 51 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#521. 2. 3. 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 tutoring session or a paid online class in FY 2020. Free active learners defined as any account created for free classes or self study, but haven't bought. Amounts exclude Legacy Businesses. Defined as the number of attendees in free class sessions during 2020. Defined as number of Learning Lab interactions in Q3 and Q4 2020. A Learning Lab interaction includes site interactions and answered questions. Typical $/Hour $10-$45+ $45-$75+ 52 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#531. 2. Schools Shut Down / Test Center Closures 15% 4% Revenue Growth Rates YoY Q1 2020 30% 67% 26% 87% 31% (3%) Q2 2020 Q3 2020 Q4 2020 Online Growth' -Total Growth² Online Growth, represents online learning format revenue, defined as one-on-one online tutoring revenue and online group classes revenue and excludes in-person revenue. Total Growth represents Consolidated GAAP revenue, which includes both online and in-person revenue. Note: Quarterly financial information is unaudited. 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 2H 2020 53 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#541. $15M Q1 2019 Nerdy Seamlessly Transitioned to 100% Online Quarterly Online Revenue¹ $16M $16M 15% YOY $21M $18M $17M 67% YOY 30% YOY $26M Q4 Q1 Q2 Q3 Q2 Q3 2019 2019 2019 2020 2020 2020 87% YOY $33M Q4 2020 Online learning format revenue, defined as one-on-one online tutoring revenue and online group classes revenue and excludes in-person revenue. Transition to 100% online was completed in April 2020 Note: Quarterly and semi-annual financial information is unaudited. $33M 2H 2019 2H and Annual Online Revenue¹ 78% YOY $59M 2H 2020 $64M 2019 51% YOY $97M 2020 54 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#55Gross 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% 65.9% 2018 2019 Gross Profit Margin 66.5% 2020 65.6% 68.3% 2H 2019 2H 2020 55 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#56Investments in Technology and Automation Drive Efficiency Sales Expense % of Revenue Operations Expense % of Revenue 19% 19% 2018 2019 Note: Semi-annual financial information unaudited. 14% 2020 20% 12% 2H 2019 2H 2020 19% 16% 2018 2019 13% 2020 16% 11% 2H 2019 2H 2020 56 TPG nerdy TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#571. Cash Flow Improvement Through Technology & Operational Efficiency Free Cash Flow¹ ($12M) 1H 2019 ($11M) 2H 2019 ($9M) 1H 2020 Free Cash Flow ("FCF") is a non-GAAP financial measure. FCF is defined as the sum of operating cash flow and capital expenditures. Note: Semi-annual financial information is unaudited. ($1M) 2H 2020 Multi-year effort to improve unit level economics and free cash flow ✔Proven ability to become self sustaining supports increased growth investments to capture massive opportunity 57 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#581 2. Historical Seasonality and TPG Pace 2021 Forecast by Quarter Historical and Forecasted Quarterly Seasonality as a % of Annual Revenue Q1: 23-25% $23M 41% YOY $32M Q1¹ Q2: 20-23% $22M 30% YOY $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. Quarterly and annual revenues for 2021 represent forecasted amounts. Note: 2020 and historical average quarterly financial information is unaudited. $26M 31% YOY $35M Q3 ■2021 TPG Pace Forecast² Q4: 28-31% $33M 30% YOY $43M Q4 Annual Revenue 33% YOY $104M $138M 58 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#59TPG Pace 2021 Forecast by Quarter¹ 1. $ 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)² Net Income % Margin Adjusted EBITDA³ % Margin Q1 2021F $ $ $ $ 32 $ 41% 22 $ 67% (14) (3) (3) (4) (11) (1) Q2 2021F Q3 2021F Q4 2021F 28 $ 30% 35 $ 31% (4) $ (14%) (1) $ (4%) 19 $ 68% (12) (4) (4) (6) (14) 7 0 $ 1% (5) $ (16%) 24 $ 70% (16) (4) (4) (7) (15) 0 (7) $ (19%) (4) $ (12%) 43 30% 31 71% (15) (4) (5) (7) (16) 0 0 0% 3 6% $ $ $ $ 2021F 138 33% 96 70% (57) (14) (17) (25) (56) 6 (11) (8%) (8) (5%) Revenue growth driven by multi-format strategy One-on-One strength provides durable base growth. Classes and Professional offerings continue to grow rapidly as we scale Targeted marketing investments extend reach to drive Active Learner growth Significant investments in additional Engineering, Product and Design talent ensure Nerdy remains at the forefront of innovation; contributing to growth in 2022 and beyond G&A increases driven by public company costs in 2H 2021 Forecast excludes 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. 2 Other Income (Expense) in Q2 2021 reflects a one-time non-recurring gain of $8.3 million related to the expected forgiveness of a Promissory loan. 3. Adjusted EBITDA excludes Non-Cash Compensation Expense and other Non-Recurring Items. Adjusted EBITDA is a non-GAAP financial measure. 59 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#60Q1 2021 - Continued Momentum and Strong Growth 23 25 Active Learners¹ 23 ('000s) +67% Q1-21 YOY Growth 27 28 30 38 44 47 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q1 2019 2019 2019 2019 2020 2020 2020 2020 2021 133 136 Q1 2019 Online Sessions² +186% Q1-21 YOY Growth 126 ('000s) 154 167 224 312 411 477 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2019 2019 2019 2020 2020 2020 2020 2021 Sessions Taught per Active Expert³ 24 23 22 +60% Q1-21 YOY Growth 1. Active Learners defined as the unique number of Learners attending a paid online one-on-one instruction or a paid online class in a given period. Amounts exclude Legacy Businesses and VT+. 2 Online sessions are 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+. 3. 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 financial information is unaudited. 27 27 Q1 Q2 Q3 Q4 Q1 2019 2019 2019 2019 2020 31 Q2 2020 31 40 43 60 Q3 Q4 Q1 2020 2020 2021 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#61TPG Pace Forecast¹ 1. $ 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 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 61 +30% revenue growth with continued gross margin expansion. Projected to be Adjusted EBITDA positive in 2023. Forecast excludes 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. TPG nerdy PACE 2. Active Learners defined as the unique number of learners attending a paid online tutoring session or a paid online class in a given period. Amounts exclude Legacy Businesses and VT+. Learners in thousands. TECH OPPORTUNITIES 3 Adjusted EBITDA excludes Non-Cash Compensation Expense and other Non-Recurring Items. Adjusted EBITDA is a non-GAAP financial measure. Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#62Attractive 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 1. Forecast excludes non-recurring expenses associated with a de-SPAC transaction and the impact of any future Non-Cash Compensation changes. 2. Adjusted EBITDA excludes Non-Cash Compensation Expense and other Non-Recurring Items. 43% 71% 26% (2%) 2023F¹ 35% 72% 21% 5% 25-30% 75-80% 15-20% 62 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#63Transaction Overview + X 63 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#64TPG PACE TECH OPPORTUNITIES Investment Thesis Large TAM Ripe for Disruption Leading Gig Economy 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 64 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#65Sources & Uses / Pro-Forma Valuation Sources & Uses (Illustrative) 3. 4. 5. Sources Existing Nerdy Shareholders Equity Rollover¹ SPAC Cash in Trust² Forward Purchase Agreements PIPE Sponsor Shares 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 51% 26% 9% 9% 5% $1,702 100% $MM $862 388 41 266 90 55 $1,702 51% 23% 2% 16% 5% 3% 100% Post-Transaction Ownership (Illustrative) Sponsor 5% PIPE Investors 9% FPA Investors 9% SPAC IPO 26% Post-Transaction Valuation (Illustrative) Illustrative Share Price 1,4,5 Shares Outstanding" Equity Value Net Cash Balance² Total Enterprise Value TEV / 2022F Revenue 1 Includes unvested employee options and equity awards. 2 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 74 "Illustrative Fully-Diluted Share Count" for more details. Existing Nerdy Shareholders 51%¹ $MM $10.00 170.2 $1,702 (297) $1,405 7.1x 65 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#66Defining 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. 66 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#67Nerdy Investment Opportunity nerdy K-12, Undergraduate, Post-Grad, Professional, Continuing Education Audience Personalized Live Instruction Multiple Live Learning Formats 2022F EV / Revenue 2022F EV / Gross Profit Revenue Growth '21F / '22F / '23F Gross Margin '21F/'22F / '23F Adj. EBITDA '20A / '23F Sources for third-party information: SEC filings, Wall Street Research and S&P Capital IQ as of 4/13/2021. 7.1x 10.0x 33% / 43% / 35% 70% / 71% / 72% ($9M) / $14M coursera Credentials and Continuing Education for Adult Learners X X 16.7x 30.6x 23% / 27% / 23% 54% / 54% / 56% ($40M) / ($42M) 67 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#68Operational Benchmarking Revenue Growth Gross Margin 33% 2021F 70% 43% nerdy 2021F 2022F 71% 2022F nerdy Sources for third-party information: SEC filings, S&P Capital IQ as of 4/13/2021. 22% Chegg 70% 27% coursera 54% Chegg coursera 33% fiverr. 84% fiverr. 2022F Avg. Revenue Growth: 26% 35% 26% airbnb DOORDASH 2022F Avg. Gross Margin 69% 77% 54% airbnb DOORDASH 20% 17% Etsy matchgroup 74% 73% Etsy matchgroup 31% ၀၊ TELADOC 67% TELADOC. 68 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#69Valuation Benchmarking 2022F EV / Revenue 2022F EV / Gross Profit 53% Discount to Current 7.1X nerdy 55% Discount to Current 10.0X nerdy Sources for third-party information: SEC filings, S&P Capital IQ as of 4/13/2021. 13.4X 16.7X 19.1X Chegg coursera fiverr. 23.8X 30.6X 28.5X Chegg coursera fiverr. 18.5X 11.3X airbnb DOORDASH 24.1X 20.8X airbnb DOORDASH 11.7X 13.6X Etsy match group 15.8X 18.5X Etsy matchgroup 12.9X ဝ၊ TELADOC 19.1X TELADOC. 69 Avg.: 15.2X Avg.: 22.1X TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#70Anticipated Transaction Timeline January 2021 Note: Subject to SEC review timetable. March 2021 April 2021 May 2021 Q2 2021 ■ ■ ■ ■ ■ ■ ■ Transaction Agreement Executed Transaction Announced Preliminary Proxy Materials Filed with the SEC Analyst Day Event Q1 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 70 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#71Financial Appendix + X 71 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#722. 2019-2020 Quarterly (unaudited) & Annual Financials Q2 2019 Q4 2019 $ in Millions Active Learners¹ % 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 EBITDA² % Margin $ $ $ $ $ Q1 2019 23 15 $ 22 $ 15 $ 66% (4) (2) (4) (11) (5) $ (21%) (3) $ (13%) 25 16 $ 22 $ 15 $ 67% (9) (4) (3) (4) (10) (4) $ (20%) (3) $ (12%) Q3 2019 23 16 $ 21 $ 14 $ 66% (11) (4) (2) (4) (10) (8) $ (37%) (6) $ (26%) 27 18 $ 25 $ 16 $ 65% (10) (4) (3) (4) (11) (6) $ (22%) (3) $ (10%) Q1 2020 28 21% 17 $ 15% 23 $ 4% 15 $ 63% (10) (4) (3) (4) (11) (8) $ (35%) (5) $ (22%) Active Learners defined as the unique number of learners attending a paid online tutoring session or a paid online class in a given period. Amounts exclude Legacy Businesses and VT+. Learners in thousands. Adjusted EBITDA excludes Non-Cash Compensation Expense and other Non-Recurring Items. Adjusted EBITDA is a non-GAAP financial measure. Note: Quarterly financial information is unaudited. Q2 2020 30 21% 21 $ 30% 22 $ -3% 14 $ 65% (7) (3) (2) (4) (10) (19%) $ (1) $ (4%) Q3 2020 38 62% 26 $ 67% 26 $ 26% 18 $ 68% (13) (3) (3) (4) (10) (8) $ (29%) (3) $ (12%) Q4 2020 44 59% 33 87% 33 31% 23 68% (13) (4) (3) (6) (13) (5) (15%) 0 1% LA $ $ $ $ SA $ 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%) 72 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#731. Non-GAAP Reconciliations (unaudited) $ in Millions Net Income Interest Income / Expense, Net Taxes Depreciation & Amortization Non-Cash Compensation Expense Non-Recurring Items ¹ Adjusted EBITDA $ in Millions Net Income Interest Income / Expense, Net Taxes Depreciation & Amortization Cash Compensation Expense Non-Recurring Items ¹ Adjusted EBITDA $ $ 2018 Q1 2019 $ $ (25) S (0) 0 3 2 (21) $ (5) $ 0 0 1 (3) $ 2019 Q2 2019 (4) $ 0 0 1 (22) S 2 0 5 2 (3) $ (14) S Q3 2019 2020 O (8) $ 1 (0) 1 (6) $ Non recurring items in 2020 are related to a recorded loss for an office sublease and transaction related costs. 2021 includes one-time non-recurring items related to the expected forgiveness of a Promissory loan. Note: Quarterly financial information is unaudited. (25) $ 5 0 6 2 3 (9) $ Q4 2019 (6) $ 1 0 1 1 (3) $ 2021F Q1 2020 (11) S 2 0 7 3 (8) (8) $ (8) $ 1 0 1 0 2022F Q2 2020 (5) $ (4) $ 1 0 2 (1) $ (14) S (0) 9 2 (3) $ Q3 2020 ONOG 2023F (0) 1 (0) Q4 2020 (8) $ 1 (3) $ 11 2 14 ONONOIS (5) 2 73 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021#74INSTONO 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 74 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021