Nerdy SPAC Presentation Deck

Sources & 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 70 "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 62 TPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021

View entire presentation