Nerdy SPAC Presentation Deck

Disclaimer 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 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