Nerdy Investor Presentation Deck slide image

Nerdy Investor Presentation Deck

12345 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
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