TPG Pace Public Stockholders

Nerdy equity and unitholders

Sponsor and its affiliates

PIPE Investors

Forward purchase agreement investors

Closing shares

Assets

Current assets

Cash and cash equivalents

Accounts receivable, net

Prepaid expenses

Other current assets

Total current assets

Fixed assets, net

Goodwill

Intangible assets, net

Other assets

Deferred issuance costs

Deferred tax assets

Investments held in Trust Account

Total assets

Liabilities redeemable preferred units, and members’ Equity

Current liabilities

Accounts payable

Other current liabilities

Promissory note

Deferred revenue

Accrued professional fees and other expenses

Note payable to Sponsor

Derivative liabilities

Total current liabilities

Other liabilities

Long-term debt, net

Tax receivable agreement liability

Deferred underwriting commissions

Earnout liability

Total liabilities

Commitments and Contingencies

Redeemable shares

TPG Pace Class A ordinary shares subject to redemption - 45,000,000 as of June 30, 2021, at a redemption value of $10.00 per share

Total redeemable shares

Redeemable preferred units

Nerdy Class B Redeemable Preferred Units, no par value - 40,499,299 units authorized, issued and outstanding as of June 30, 2021

Nerdy Class C Redeemable Preferred Units, no par value - 18,586,623 units authorized, issued and outstanding as of June 30, 2021

Total redeemable preferred units

Stockholders’ equity

Nerdy Class A Preferred Units, no par value - 7,906,980 units authorized, issued and outstanding as of June 30, 2021

Nerdy Class A-1 Preferred Units, no par value - 7,822,681 units authorized, issued and outstanding as of June 30, 2021

Nerdy Common units, $0.000001 par value - 85,564,605 units authorized, issued and outstanding as of June 30, 2021

Nerdy Class A ordinary shares, $0.0001 par value - 200,000,000 shares authorized; 2,046,599 shares issued and outstanding as of June 30, 2021

TPG Pace Class F ordinary shares, $0.0001 par value - 20,000,000 shares authorized, 11,250,000 shares issued and outstanding as of June 30, 2021

Noncontrolling interest

Class A common shares

Class B common shares

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive loss

Total members’ equity

Total liabilities, redeemable shares, redeemable preferred units, and members’ equity

Revenue

Cost of revenue

Gross Profit

Sales and marketing expenses

Professional fees and other expenses

General and administrative expenses

Change in fair value of derivatives

Operating income (loss)

Interest expense (income)

Other expense (income), net

Gain on extinguishment of debt

Income (loss) before income taxes

Income tax benefit

Net income (loss)

Net loss attributable to noncontrolling interest

Net loss attributable to Nerdy, Inc.

Net loss per ordinary share

Class A ordinary shares - basic and diluted

Class F ordinary shares - basic and diluted

Weighted average shares outstanding

Class A ordinary shares - basic and diluted

Class F ordinary shares - basic and diluted

Revenue

Cost of revenue

Gross Profit

Sales and marketing expenses

Professional fees and other expenses

General and administrative expenses

Change in fair value of derivatives

Operating loss

Interest expense (income)

Other expense (income), net

Loss before income taxes

Income tax benefit

Net loss

Net loss attributable to noncontrolling interest

Net loss attributable to Nerdy, Inc.

Net loss per ordinary share

Class A ordinary shares - basic and diluted

Class F ordinary shares - basic and diluted

Weighted average shares outstanding

Class A ordinary shares - basic and diluted

Class F ordinary shares - basic and diluted

Following the Transaction, Nerdy LLC will be governed by a Board of Managers consisting of five Managers with two managers being designated by the members holding a majority of the then outstanding vested units held by members other than Nerdy Inc.;

The pre-combination equity holders of Nerdy will hold the majority of, among others, voting rights in Nerdy Inc.;

The pre-combination equity holders of Nerdy will have the right to appoint the majority of the directors on the Nerdy Inc. Board;

Senior management of Nerdy will comprise the senior management of Nerdy Inc.;

Operations of Nerdy will comprise the ongoing operations of Nerdy Inc; and

Nerdy is significantly larger than TPG Pace in terms of revenue, total assets (excluding cash) and employees.

TPG Pace’s Accrued professional fees and other expenses was reclassified to Other current liabilities on the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2021. The reclassification has no impact on Total current liabilities.

TPG Pace’s Professional fees and other expenses were reclassified to General and administrative expenses on the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2020 and the six months ended June 30, 2021. The reclassification had no impact on Operating loss.

Represents the release of the restricted investments and cash held in the TPG Pace trust account upon consummation of the Transaction at closing. Upon closing $450,020 thousand of cash held in the TPG Pace trust account was released less redemption payments of $163,174 thousand which were made to TPG Pace shareholders who redeemed 16,316,683 shares. Accordingly, Cash and cash equivalents increased $286,846 thousand with a decrease to Investments held in Trust Account of $450,020 thousand and Additional paid-in capital of $163,174 thousand.

Represents the gross proceeds from the issuance, in the PIPE Financing to certain investors of 15,000,000 shares of Class A Common Stock with a par value of $0.01 per share at a price of $10.00 per share. Accordingly, Cash and cash equivalents increased by $150,000 thousand, with a

Represents the issuance in the Forward Purchase Agreements to certain investors of 16,116,750 shares of Class A Common Stock with a par value of $0.01 at a blended price of $9.31 per share. Accordingly, Cash and cash equivalents increased by $150,000 thousand, with a corresponding increase in Class A Common Stock of $1 thousand and $149,999 thousand to Additional paid-in capital. Transaction costs incurred related to the Forward Purchase Agreements are discussed in tick mark (H), below. In conjunction with the Forward Purchase Arrangements Nerdy Inc. will issue 3,000,000 warrants to purchase Class A common Stock, which are included within the Company’s derivative liabilities.

Represents an exchange of equity interests in Nerdy, including all issued and outstanding Class B Redeemable Preferred Units, Class C Redeemable Preferred Units, Class A Preferred Units, Class A-1 Preferred Units, and Common Units. In exchange for their equity interests in Nerdy, investors will receive 18,583,264 Class A Shares with a par value of $0.01 per share (including 642,089 earnout shares, if payable) and 76,732,173 Class B Shares with a par value of $0.01 per share (including 3,357,911 earnout shares, if payable), including shares issued to settle the Companies’ vested PIUs and UARs, as well as the cash consideration payable to Nerdy shareholders of $336,846 thousand.

Retirement of Nerdy LLC ownership interests

Nerdy Class B Redeemable Preferred Units

Nerdy Class C Redeemable Preferred Units

Nerdy Class A Preferred Units

Nerdy Class A-1 Preferred Units

Nerdy Class A Ordinary Shares

Cash consideration to Nerdy LLC shareholders

Nerdy Inc. Underwriting fees are due based on the number of shares of Nerdy Inc. Class A Common Stock issued to the current holders of TPG Pace Class A Common Stock. As 16,316,683 shares were redeemed and will not be issued, only $10,039 thousand of the deferred underwriting fee will be paid. Accordingly, deferred underwriting compensation will decrease by $15,750 thousand with a corresponding decrease in cash of $10,039 thousand and an increase of $5,711 of Additional paid-in capital.

Represents payment of TPG Pace’s and Nerdy’s accrued transaction expenses of $4,791 thousand and $598 thousand, respectively. Accordingly, Cash and cash equivalents decreased $5,389 thousand, Accounts payable decreased $598 thousand and Other current liabilities decreased by $4,791 thousand. These accrued transaction expenses are for advisory, legal, and accounting costs.

Reflects the payment of $33,197 thousand of transaction costs at close in connection with the Transaction. Of total transaction fees, $16,335 thousand relates to advisory, legal and other fees, $18,969 thousand relates to capital market advisory expenses, $4,500 thousand relates to PIPE fees and $5,500 thousand relates to Forward Purchase Agreement fees. Of these transaction fees $31,664 thousand are expected to be recorded within Additional paid-in capital (including $2,278 thousand of deferred issuance costs discussed in tickmark (S) for a net adjustment of $29,386 thousand) and the remaining $13,640 thousand are expected to be recorded in Accumulated Deficit (including $9,829 thousand of costs previously expensed for a net adjustment of $3,811 thousand).

Reflects cash payments to extinguish Nerdy’s existing Loan and Security Agreement in the amount of approximately $41,342 thousand (inclusive of approximately $1,722 thousand of debt extinguishment costs). Accordingly, Cash and cash equivalents decreased by $41,342 thousand with a corresponding decrease in long-term debt of $39,620 thousand and an increase in interest expense of $1,722 thousand which is reflected on the Unaudited Pro Forma Condensed Combined Balance Sheet as a decrease in Accumulated Deficit.

Repayment of Loan and Security Agreement

Payment of accrued paid-in-kind interest

Payment of accrued end of term charge

Write-off of unamortized debt issuance costs

Pro forma decrease in long-term debt

Payment of end of term charge

Payment of early repayment penalty

Write-off of Unamortized debt issuance costs

Pro forma debt extinguishment expense

Pro forma decrease in cash to extinguish LSA

Represents adjustments to reflect applicable deferred tax assets. The Companies’ deferred tax assets are not more likely than not expected to be realized in accordance with ASC 740 - Income Taxes. As such, the Company has reduced the full carrying amount of the deferred tax assets with a valuation allowance. The deferred taxes are primarily related to (1) the tax basis step up in Nerdy, Inc.’s investment in Nerdy, and (2) the Combined Companies’ net loss tax effected at a constant federal income tax rate of 21.0% and a state tax rate of 4.4%; and (3) a valuation allowance of $64,153 thousand.

Upon the completion of the Transaction, Nerdy, Inc. will be a party to a tax receivable agreement. Under the terms of that agreement, Nerdy Inc. generally will be required to pay to certain parties to the agreement 85% of the tax savings that Nerdy, Inc. is deemed to realize in certain circumstances as a result of certain tax attributes that exist following the Transaction and that are created thereafter, including as a result of payments made under the Tax Receivable Agreement.

Reflects the recording of the liability for contingent earnout share consideration due to Nerdy’s equity holders and TPG Pace’s equity holders. These shares are outstanding and participate in any Company dividends, however, earnout shares do not contractually obligate the holders of such shares to participate in losses. These shares are contingently issued to Nerdy and TPG Pace equity holders and will be forfeited if set market share price milestones are not met within a period of 60 months following the Transaction. The Nerdy Earnout Consideration will be deemed to have been earned in the event of a change of control if the change of control occurs within a period of 60 months post Transaction. Due to conditions surrounding the change in control of the earnout agreement, earnout consideration is recorded as a noncurrent liability at the fair market value of the earnout shares of $60,022 thousand with a corresponding decrease to Additional paid-in capital.

Reflects the reclassification of Class A Common Stock subject to possible redemption to permanent equity. Accordingly, this adjustment reflects a decrease in TPG Pace Class A ordinary shares of $450,020 thousand with a corresponding increase to Additional paid-in capital.

Based on redemptions of 16,316,683 Class A common shares, a 53.9% controlling interest and a 46.1% noncontrolling interests were calculated. Following the Closing of the Transaction, Class A shareholders own direct controlling interests in the combined results of Nerdy and Nerdy Inc. while the Nerdy unitholders own an economic interest in Nerdy shown as noncontrolling interest in the financial statements of Nerdy Inc. The indirect economic interests are held by the Nerdy unitholders in the form of Nerdy Common Units that can be redeemed for Class A shares or cash in an amount equal to the fair market value of Class A shares at the option of Nerdy Inc. Exchanges of indirect economic interests for cash are required to be funded by the sale of Class A shares within 5 business days of the Redemption Notice Date. If Nerdy Inc. elects that the redeemed Nerdy Common Units will be settled in cash, the cash used to settle the redemption of the Nerdy Common Units must be funded through a private or public offering of Class A Shares no later than five business days after the Redemption Notice Date.

Reflects the elimination of TPG Pace’s historical Accumulated deficit of $55,878 thousand.

Represents the conversion of TPG Pace Class F shares with a par value of $0.01 per share to Nerdy Inc. Class A Shares with a par value of $0.01 per share.

Represents expense related to Unit Appreciation Rights (“UARs”) held by Nerdy employees which will be converted into Stock Appreciation Rights (“SARs”) in conjunction with the Transaction. In connection with the transaction, Nerdy will modify these awards to allow for vesting upon the completion of the Transaction subject to the existing service conditions being achieved and as a result the compensation cost will be measured based on the modification date fair value. The $25,231 thousand adjustment is calculated as only the amount of compensation expense for awards that had their service condition achieved as of June 30, 2021, the assumed date of the Transaction for purposes of the pro forma balance sheet. The adjustment does not include any amounts related to unvested awards as of June 30, 2021 since the compensation expense related to unvested awards measured at the Type III modification date is required to be recognized prospectively from the date of the Transaction to the service completion dates.

Represents the reclassification of the Forward Purchase Agreement (“FPA”) liability to equity. TPG Pace entered into Forward Purchase Agreements with certain investors at the time of its initial public offering that provided (i) Class A shares of Nerdy Inc. at a price of $10.00 per share for 15,000,000 shares and (ii) 3,000,000 warrants to purchase ordinary shares under similar terms as the Company’s private warrants. In conjunction with the consummation of the Transaction, the investors that entered into the Company’s FPA will receive their shares of Class A stock and will retain their warrants. The proceeds from the FPA shares are recorded in tickmark (C). The liability for the FPA shares of $940 thousand will be reclassified to Additional paid-in capital.

Represents the repayment of a note payable which is due on the date of the Transaction. Accordingly, a decrease to Note payable to Sponsor and Cash decreased by $2,000 thousand.

Represents deferred expenses related to the Company’s S-4 being netted against proceeds from the Transaction. Accordingly, Deferred issuance costs and Additional paid-in capital decreased by $2,278 thousand.

Reflects the repayment of the Company’s PPP Loan for $8,293 thousand in principal and accrued interest of $102 thousand. As the Company had previously received forgiveness of the PPP Loan and recognized the forgiveness, the repayment of the PPP Loan is recognized as a decrease Cash and cash equivalents and an increase in Accumulated Deficit.

The Company entered into certain arrangements with lenders which obligated the Company to pay a success fee upon the occurrence of certain liquidity events. Following the completion of the Transaction, the Company will pay success fees of $2,042 thousand. Accordingly, Cash and cash equivalents decreased and Accumulated Deficit increased by $2,042 thousand.

Represents payment of D&O insurance of $3,000 thousand which is recorded as a prepaid expense to be amortized over the term of the agreement.

Represents stock-based compensation expense associated with the historical UAR plan of Nerdy in the amount of $12,906 thousand, which is related to both vested and unvested awards. These awards become exercisable (to the extent previously vested) upon the completion of the Transaction and related modification and will require the recognition of compensation cost as the related performance condition is achieved.

Represents the Company’s estimate of stock-based compensation expense associated with the Company’s Founder’s Award in the amount of $3,010 thousand. Upon the Completion of the Transaction, the Company approved the issuance of the Founder’s Award, which consists of market-based restricted stock units which can be earned over seven years. The valuation of the Founder’s Award and the derived service period is currently under evaluation. For the purposes of the pro forma financial statements, the Company has assumed a seven-year service period.

Represents the mark-to-market activity on the FPA derivative liability for the six months ended June 30, 2021. Upon the consummation of the Transaction, the FPA liability is reclassified to equity as described in tickmark (Q), above. Accordingly, the change in the fair value of derivative liabilities related to the Forward Purchase Agreement will be decreased by $17,030 thousand.

Represents the estimated changes in Nerdy’s historical interest expense following the extinguishment of Nerdy’s Loan and Security Agreement in connection with the Transaction. Accordingly, Interest expense (including the amortization of debt issuance costs) decreased $2,460 thousand. Additionally, as the PPP Loan was repaid in connection with the Transaction, interest expense decreased $42 thousand.

Reflects the elimination of investment income on the trust account.

Represents the repayment of the Company’s PPP Loan for $8,293 thousand in principal and accrued interest of $102 thousand. As the Company had previously received forgiveness of the PPP loan and recognized the forgiveness as a gain on debt extinguishment, the repayment of the PPP Loan is recognized as a Loss on debt extinguishment.

TPG Pace is a Cayman Islands exempted company and has received an exemption from the Cayman Islands government that exempts TPG Pace from taxes levied on profits, income, expenses, gains and losses. Immediately prior to the Transaction, TPG Pace will change its jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation registered under the laws of the State of Delaware. Nerdy is a limited liability company and is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a result, it is not liable for U.S. federal or state and local income taxes in most jurisdictions in which Nerdy LLC operates, and the income, expenses, gains and losses are reported on the returns of its members. It is subject to local income tax in certain jurisdictions in which it is not treated like a partnership, where it pays income taxes. Following the Transaction, Nerdy Inc. will be subject to U.S. federal income taxes, in addition to state and local taxes with respect to its allocable share of any taxable income from Nerdy.

The net loss of Nerdy Inc. was reduced by the noncontrolling interest ownership of 46.1%

Pro forma loss before taxes

Noncontrolling interest percentage

Noncontrolling interest pro forma adjustment

Net loss attributable to Nerdy, Inc.

Represents the net loss per issued share calculated using Nerdy Inc. shares of Class A Common Stock issued in connection with the Business Combination, assuming that the shares were outstanding since January 1, 2020. As the Pro Forma Transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for net loss per share assumes that the shares issuable related to the Pro Forma Transactions have been outstanding for the entire period presented.

Pro forma net loss attributable to Nerdy Inc.

Weighted average Common Stock outstanding, basic and diluted

Net loss per share of Common Stock, basic and diluted

TPG Pace Public Shareholders

Nerdy Shareholders

Sponsor and its affiliates

PIPE Shareholders

Forward purchase agreement investors

Pro forma shares outstanding, basic and diluted

Represents stock-based compensation expense associated with the historical UAR plan of Nerdy in the amount of $38,482 thousand. which is related to both vested and unvested awards. These awards become exercisable (to the extent previously vested) upon the completion of the Transaction and related modification and will require the recognition of compensation cost as the related performance condition is achieved. Of the $38,482 thousand, $19,962 thousand of stock- based compensation expense is associated with the vested portion of these awards becoming exercisable in conjunction with the Transaction. The additional $18,520 thousand of stock-based compensation expense is related to unvested awards and the portion of requisite service rendered during the year ended December 31, 2020. The actual compensation expense that will be recorded at the time of the completion of the transaction will be based on the amount of awards vested at that date.

Represents the Company’s estimate of stock-based compensation expense associated with the Company’s Founder’s Award in the amount of $6,020 thousand. Upon the Completion of the Transaction, the Company approved the issuance of the Founder’s Award, which consists of market-based restricted stock units which can be earned over seven years. The valuation of the Founder’s Award and the derived service period is currently under evaluation. For the purposes of the pro forma financial statements, the Company has assumed a seven-year service period.

Represents D&O expense of $3,000 thousand.

Represents expenses incurred in conjunction with the close of the Transaction of $3,811 thousand.

Represents the mark-to-market activity on the Forward Purchase Arrangement derivative liability for the year December 31, 2020. Upon the consummation of the Transaction, the derivative liability related to the FPA shares will be reclassified to equity; the FPA warrants will retain their liability classification until exercised. Accordingly, the Change in the fair value of derivatives related to the Forward Purchase Arrangement is decreased by $17,970 thousand.

Represents the estimated changes in Nerdy’s historical interest expense following the extinguishment of Nerdy’s Loan and Security Agreement and the repayment of the PPP Loan in connection with the Transaction. Accordingly, Interest expense (including the amortization of debt issuance costs) decreased $4,904 thousand.

Represents the debt extinguishment expense of $1,947 thousand associated with the payoff of the Loan and Security Agreement.

Reflects the elimination of investment income on the trust account.

The Company entered into certain arrangements with lenders which obligated the Company to pay a success fee upon the occurrence of certain liquidity events. Following the completion of the Transaction, the Company will pay success fees of $2,042 thousand. Accordingly, Other expense will be increased by $2,042 thousand.

TPG Pace is a Cayman Islands exempted company and has received an exemption from the Cayman Islands government that exempts TPG Pace from taxes levied on profits, income, expenses, gains and losses. Immediately prior to the Transaction, TPG Pace will change its jurisdiction of registration by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation registered under the laws of the State of Delaware. Nerdy is a limited liability company and is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a result, it is not liable for U.S. federal or state and local income taxes in most jurisdictions in which Nerdy LLC operates, and the income, expenses, gains and losses are reported on the returns of its members. It is subject to local income tax in certain jurisdictions in which it is not treated like a partnership, where it pays income taxes. Following the Transaction, Nerdy Inc. will be subject to U.S. federal income taxes, in addition to state and local taxes with respect to its allocable share of any taxable income from Nerdy.

The net loss of Nerdy Inc. was reduced by the noncontrolling interest ownership of 46.1%

Pro forma loss before taxes

Noncontrolling interest percentage

Noncontrolling interest pro forma adjustment

Net loss attributable to Nerdy, Inc.

Represents the net loss per issued share calculated using Nerdy Inc. shares of Class A Common Stock issued in connection with the Business Combination, assuming that the shares were outstanding since January 1, 2020. As the Pro Forma Transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for net loss per share assumes that the shares issuable related to the Pro Forma Transactions have been outstanding for the entire period presented.

Pro forma net loss attributable to Nerdy Inc.

Weighted average Common Stock outstanding, basic and diluted

Net loss per share of Common Stock, basic and diluted

TPG Pace Public Shareholders

Nerdy Shareholders

Sponsor and its affiliates

PIPE Shareholders

Forward purchase agreement investors

Pro forma shares outstanding, basic and diluted