SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  1)*

NERDY INC.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

64081V 109

(CUSIP Number)

Frederic D. Fenton
c/o TCV
250 Middlefield Road
Menlo Park, California 94025
Telephone: (650) 614-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 21, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS: TCV VIII VT Master, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)               ¨ (b)               x
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER: 17,496,469 SHARES OF COMMON STOCK (A)
	8	SHARED VOTING POWER: 0 SHARES OF COMMON STOCK
	9	SOLE DISPOSITIVE POWER: 17,496,469 SHARES OF COMMON STOCK (A)
	10	SHARED DISPOSITIVE POWER: 0 SHARES OF COMMON STOCK

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 17,496,469 SHARES OF COMMON STOCK
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): PN

(A) Please see Item 5.

2 

1	NAMES OF REPORTING PERSONS: TCV VIII (A), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)              ¨ (b)              x
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER: 4,153,956 SHARES OF COMMON STOCK (A)
	8	SHARED VOTING POWER: 0 SHARES OF COMMON STOCK
	9	SOLE DISPOSITIVE POWER: 4,153,956 SHARES OF COMMON STOCK (A)
	10	SHARED DISPOSITIVE POWER: 0 SHARES OF COMMON STOCK

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,153,956 SHARES OF COMMON STOCK
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): PN

(A) Please see Item 5.

3 

1	NAMES OF REPORTING PERSONS: TCV VIII VT Master GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)              ¨ (b)              x
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER: 17,496,469 SHARES OF COMMON STOCK (A)
	8	SHARED VOTING POWER: 0 SHARES OF COMMON STOCK
	9	SOLE DISPOSITIVE POWER: 17,496,469 SHARES OF COMMON STOCK (A)
	10	SHARED DISPOSITIVE POWER: 0 SHARES OF COMMON STOCK

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 17,496,469 SHARES OF COMMON STOCK
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO

(A) Please see Item 5.

4 

1	NAMES OF REPORTING PERSONS: TCV VIII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)              ¨ (b)              x
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER: 17,496,469 SHARES OF COMMON STOCK (A)
	8	SHARED VOTING POWER: 0 SHARES OF COMMON STOCK
	9	SOLE DISPOSITIVE POWER: 17,496,469 SHARES OF COMMON STOCK (A)
	10	SHARED DISPOSITIVE POWER: 0 SHARES OF COMMON STOCK

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 17,496,469 SHARES OF COMMON STOCK
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): PN

(A) Please see Item 5.

5 

1	NAMES OF REPORTING PERSONS: Technology Crossover Management VIII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)              ¨ (b)              x
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER: 21,650,425 SHARES OF COMMON STOCK (A)
	8	SHARED VOTING POWER: 0 SHARES OF COMMON STOCK
	9	SOLE DISPOSITIVE POWER: 21,650,425 SHARES OF COMMON STOCK (A)
	10	SHARED DISPOSITIVE POWER: 0 SHARES OF COMMON STOCK

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 21,650,425 SHARES OF COMMON STOCK
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): PN

(A) Please see Item 5.

6 

1	NAMES OF REPORTING PERSONS: Technology Crossover Management VIII, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)              ¨ (b)              x
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER: 21,650,425 SHARES OF COMMON STOCK (A)
	8	SHARED VOTING POWER: 0 SHARES OF COMMON STOCK
	9	SOLE DISPOSITIVE POWER: 21,650,425 SHARES OF COMMON STOCK (A)
	10	SHARED DISPOSITIVE POWER: 0 SHARES OF COMMON STOCK

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 21,650,425 SHARES OF COMMON STOCK
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO

(A) Please see Item 5.

7 

This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on September 30, 2021 (the “Original Schedule 13D”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 is hereby supplemented as follows:

On August 21, 2023, TCV VIII (A), L.P. (“TCV VIII (A)”) and TCV VIII VT Master, L.P. (“TCV Master Fund”) along with other holders representing collectively approximately 95% of the warrants of Nerdy Inc. (the “Company”) issued in a private placement (the “Company Warrants”) and the warrants issued by Nerdy LLC (“OpCo”) to purchase units in OpCo (“OpCo Units”) (the “OpcoWarrants,” and together with the Company Warrants, the “Private Warrants”), entered into a Consent to Amend Warrant Agreement (the “Consent”), pursuant to which each such holder, including TCV VIII (A) and TCV Master Fund, consented, subject to closing of the Offer referred to below, to amend the Warrant Agreement, dated as of October 9, 2020, governing the Private Warrants (the “Warrant Amendment”). Pursuant to the Consent, the Warrant Amendment will require that, upon the closing of the exchange offer and consent solicitation relating to the Company’s outstanding public warrants, which commenced on August 21, 2023 (the “Offer”), (a) each Company Warrant be automatically exchanged into shares of Class A Common Stock and (b) each OpCo Warrant that is outstanding be automatically exercised on a cashless basis for OpCo Units with an equivalent number of shares of Class B Common Stock, in each case, at a ratio of 0.250 shares or Opco Units per warrant.

Concurrently with the entry into the Consent, TCV VIII (A) and TCV Master Fund along with other holders of shares of Class A Common Stock and OpCo Units that are subject to potential forfeiture unless certain triggering events are achieved (the “Earnout Equity”), entered into an Earnout Equity Cancellation and Release Agreement (the “Earnout Equity Cancellation Agreement”), pursuant to which, each such holder agreed, subject to the closing of the Offer, to forfeit (and thus surrender for cancelation) sixty percent (60%) of the Earnout Equity they hold and that the remaining forty percent (40%) of the Earnout Equity will not be subject to potential forfeiture regardless of whether the triggering events are or are not achieved.

The foregoing summaries of the Consent and the Earnout Equity Cancellation Agreement do not purport to be complete, and are qualified in their entirety by reference to the Consent and the Earnout Equity Cancellation Agreement included with this Amendment as Exhibits 13 and 14, respectively, each of which is incorporated herein by reference.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

The information in Item 5 (a) and (b) is hereby amended and restated to correct an immaterial typographical error in the number of OpCo Units held by TCV Master Fund reported in the Original Schedule 13D. Other than the transactions reported in Item 4 herein, the Reporting Persons have not effected transactions in securities of the Company since the filing of the Original Schedule 13D.

(a), (b). As of the close of business on August 21, 2023, the Reporting Persons beneficially owned directly and/or indirectly the following shares:

							Number of shares as to which person has:
Name of Investor	Amount Beneficially Owned(1)			Percentage of Outstanding Shares(2)			Sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of		Shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition of
TCV VIII VT Master, L.P.		17,496,469	(3)		14.9	%		17,496,469		—
TCV VIII (A), L.P.		4,153,956	(4)		3.5	%		4,153,956		—
TCV VIII VT Master GP, LLC		17,496,469			14.9	%		17,496,469		—
TCV VIII, L.P.		17,496,469			14.9	%		17,496,469		—
Technology Crossover Management VIII, L.P.		21,650,425			18.4	%		21,650,425		—
Technology Crossover Management VIII, Ltd.		21,650,425			18.4	%		21,650,425		—

(1) Each of TCV Master Fund and TCV VIII (A) has the sole power to dispose or direct the disposition of the securities which it holds directly, and has the sole power to vote or direct the vote of such securities, as applicable.

8 

	The general partner of TCV Master Fund is TCV VIII VT Master GP, LLC (“Master GP”). The managing member of Master GP is TCV VIII, L.P. (“TCV VIII”). The direct general partner of TCV VIII and TCV VIII (A) is Technology Crossover Management VIII, L.P. (“TCM VIII”). The general partner of TCM VIII is Technology Crossover Management VIII, Ltd. (“Management VIII”). Each of Master GP, TCV VIII, TCM VIII and Management VIII may be deemed to have sole power to dispose or direct the disposition of the shares of Common Stock held by TCV Master Fund. TCM VIII and Management VIII may be deemed to have sole power to dispose or direct the disposition of the shares of Common Stock held by TCV VIII (A).
	Each of Master GP, TCV VIII, TCM VIII and Management VIII disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.
(2)	All percentages in this table are based on 100,748,016 shares of Class A Common Stock issued and outstanding as of August 14, 2023, as disclosed in the Company’s Registration Statement on Form S-4 filed on August 21, 2023, and assumes full exercise of the Company Warrants and OpCo Warrants and full conversion of the OpCo Units (including from the exercise of the OpCo Warrants) beneficially owned by the Reporting Persons..

(3) Consists of the following held by TCV Master Fund: (i) 16,187,373 OpCo Units, which, together with the equal amount of Class B Common Stock held by the Reporting Person, are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis at the Company’s election and (ii) 496,554 OpCo Warrants (the exercise of which would result in the issuance of OpCo Units and a corresponding number of Class B Common Stock, which together would then be exchangeable for either cash or shares of Class A Common Stock). Also includes 812,542 OpCo Units, with a corresponding number of shares of Class B Common Stock, which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years of the Closing Date.

(4) Consists of the following held by TCV VIII (A): (i) 3,843,155 shares of Class A Common Stock and (ii) 117,890 warrants to purchase shares of Class A Common Stock. Also includes 192,911 shares of Class A Common Stock, which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years of the Closing Date.

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Company but do not affirm the existence of any such group.

Except as set forth in this Item 5(a) - (b), each of the Reporting Persons disclaims beneficial ownership of any securities owned beneficially or of record by any other Reporting Person.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The information in Item 6 is hereby supplemented as follows:

The information and descriptions set forth in Item 4 are incorporated by reference herein.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

The information in Item 7 is hereby supplemented as follows:

Exhibit 13 - Consent to Amend Warrant Agreement, dated as of August 21, 2023, by and among Nerdy Inc. and TCV VIII (A), L.P. and TCV VIII VT Master, L.P.

9 

Exhibit 14 – Earnout Equity Cancellation and Release Agreement, dated as of August 21, 2023, by and among Nerdy Inc., Nerdy LLC and TCV VIII (A), L.P. and TCV VIII VT Master, L.P.

10 

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 23, 2023

TCV VIII (A), L.P.
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory
TCV VIII VT MASTER, L.P.
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory
TCV VIII VT MASTER GP, LLC
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory
TCV VIII, L.P.
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory
TECHNOLOGY CROSSOVER MANAGEMENT VIII, L.P.
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory
TECHNOLOGY CROSSOVER MANAGEMENT VIII, LTD.
By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

11 

EX-99.13

Exhibit 13

CONSENT TO AMEND WARRANT AGREEMENT

CONSENT TO AMEND THE WARRANT AGREEMENT (this “Agreement”), dated as of August 21, 2023, by and among Nerdy Inc., a Delaware corporation (the “Company”), and each of the persons listed on Schedule A hereto (collectively, the “Warrant Holders,” and each a “Warrant Holder”).

WITNESSETH:

WHEREAS, as of the date hereof, each Warrant Holder is the beneficial owner of warrants (the “Private Placement Warrants”) issued in a private placement in connection with the closing of the initial public offering (the “IPO”) of TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (“TPG Pace”) and the Company’s predecessor, governed by the Warrant Agreement, dated as of October 9, 2020 (the “Warrant Agreement”), by and between TPG Pace and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), and/or the beneficial owner of warrants issued in connection with the business combination between TPG Pace and Live Learning Technologies, LLC (the “Private Placement Class B Warrants” and, together with the Private Placement Warrants, the “Private Warrants”), governed by the Second Amended and Restated Limited Liability Company Agreement of Nerdy LLC (“OpCo”), dated as of September 20, 2021 (the “LLC Agreement”), and subject, mutatis mutandis, to the terms of the Warrant Agreement;

WHEREAS, as of August 14, 2023, there are a total of 7,333,333 Private Warrants outstanding (consisting of 4,888,889 Private Placement Warrants, and 2,444,444 Private Placement Class B Warrants);

WHEREAS, each whole Private Placement Warrant entitles its holder to purchase one share of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company, for a purchase price of $11.50, subject to certain adjustments under the Warrant Agreement, and each Private Placement Class B Warrant entitles its holder to purchase one limited liability company unit of OpCo (“OpCo Units”) together with equivalent number of shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”, together with Class A Common Stock, the “Common Stock”), of the Company, for a purchase price of $11.50, subject to certain adjustments under the Warrant Agreement;

WHEREAS, separately, the Company is initiating an exchange offer (the “Exchange Offer”) pursuant to a registration statement on Form S-4 to be filed with the Securities and Exchange Commission (as may be amended and supplemented, the “Registration Statement”), to offer the holders of public warrants of the Company the opportunity to exchange their warrants for Class A Common Stock, based on an exchange ratio of 0.250 shares of Class A Common Stock per warrant and subject to other terms and conditions to be disclosed in the Registration Statement; and

WHEREAS, in accordance with the Warrant Agreement, the holders representing at least 50% of the number of outstanding Private Placement Warrants and Private Placement Class B Warrants, collectively, desire to amend, effective upon the completion of the Exchange Offer, the terms of the Warrant Agreement (the “Warrant Amendment”), to permit the Company to require that, upon the closing of the Exchange Offer, (i) all Private Placement Warrants that are outstanding be exchanged into a number of shares of Class A Common Stock and (ii) all Private Placement Class B Warrants that are outstanding be automatically exercised into OpCo Units with an equivalent number of shares of Class B Common Stock, on a cashless basis, in each case at the same exchange ratio as the public warrants in the Exchange Offer (collectively, the “Private Warrant Treatment”).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

Section 1.01 Consent to Warrant Amendment. Each Warrant Holder hereby consents, subject to the closing of the Exchange Offer, and pursuant to the requirements of Section 9.9 of the Warrant Agreement, to the Warrant Amendment to cause the Private Warrant Treatment, in the form attached to the Registration Statement as Annex A.

Section 1.02 Ownership of Warrants. Each Warrant Holder represents and warrants to the Company, as of the date hereof, that such Warrant Holder is the sole beneficial owner of the number of Private Warrants set forth opposite such Warrant Holder’s name on Schedule A, and has good and marketable title to such Private Warrants free and clear of any liens, options, rights, or any other encumbrances, limitations, or restrictions whatsoever (other than liens imposed under typical prime brokerage agreements, which, for the avoidance of doubt, do not prohibit the execution of this Agreement or the transactions contemplated hereby, and those restrictions imposed by applicable securities laws, this Agreement, the LLC Agreement and the Warrant Agreement). Each Warrant Holder shall not transfer any Private Warrants to any person (other than the Company in connection with the Private Warrant Treatment) unless such person acquiring such Private Warrants signs a joinder to this Agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by all terms and conditions of this Agreement, with respect to all such Private Warrants acquired.

Section 1.03 Company Covenants. The Company agrees that it shall take all steps reasonably necessary or desirable to commence and consummate the Exchange Offer as soon as practicable, and to execute the Warrant Amendment and effect and consummate the Warrant Exchange as soon as practicable following the closing of the Exchange Offer.

Section 1.04 Conditions to Consent. Notwithstanding anything herein to the contrary, each Warrant Holder makes its consent conditioned on there being no amendment to the terms of the Exchange Offer as described in the Registration Statement or to the terms of the Warrant Exchange as set forth in this Agreement and the Warrant Amendment in the form attached to the Registration Statement as Annex A, that is materially adverse to such Warrant Holder.

Section 1.05 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

2

Section 1.06 Termination; Amendment. This Agreement shall terminate as to the Company and all Warrant Holders (a) upon written notice to all the Warrant Holders by the Company prior to the closing of the Exchange Offer; (b) upon the earlier of (i) the date the Company’s board of directors or a committee thereof determines to no longer pursue the Exchange Offer, and (ii) October 15, 2023; or (c) if the Company fails to commence the Exchange Offer by August 31, 2023. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver makes specific reference to this Agreement and (i) in the case of an amendment, such amendment is with the written consent of the Company and each Warrant Holder; and (ii) in the case of a waiver, such waiver is signed by the person against whom it is to be enforced. No failure or delay on the part of the Company or any Warrant Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

Section 1.07 U.S. Federal Income Tax Treatment. The parties agree that (a) the Private Warrant Treatment in respect of each Private Placement Warrant is intended to qualify as a recapitalization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) that the Private Warrant Treatment in respect of each Private Placement Class B Warrant is intended to be tax free to the Warrant Holder. The parties hereto shall not take any position inconsistent therewith unless otherwise required by applicable law or a final determination within the meaning of Section 1313(a) of the Code.

Section 1.08 Warrant Holder Obligations Several and Not Joint. The obligations of each Warrant Holder hereunder shall be several and not joint, and no Warrant Holder shall be liable for any breach of the terms of this Agreement by any other Warrant Holder. Nothing contained herein, and no action taken by any Warrant Holder pursuant hereto, shall be deemed to constitute the Warrant Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Warrant Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated herein.

Section 1.09 Governing Law. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

3

Section 1.10 Further Assurances; Miscellaneous. Each party shall cooperate and shall take such further action and shall execute and deliver such further documents as may be reasonably requested by any other party in order to carry out the provisions and purposes of this Agreement. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense, whether or not the Exchange Offer is consummated or the Warrant Amendment is executed. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter of this Agreement. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. In the event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intent and purpose of this Agreement.

Section 1.11 Section 16. Prior to the parties entering into the Warrant Amendment, the Company shall take all such steps as may be reasonably necessary or advisable (including in particular to cause Company’s board of directors (the “Board”) or a committee authorized by the Board to adopt resolutions in the form to be agreed upon with a Warrant Holder who is subject to Section 16(b) of the Securities Exchange Act of 1934) to cause the disposition of the Private Warrants and the acquisition of securities in the Exchange Offer, in each case as contemplated hereby, to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934.  Notwithstanding anything herein to the contrary, each Warrant Holder conditions the performance of its obligations hereunder on the Company’s compliance with this Section 1.11.

Section 1.12 Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign, AdobeSign and Dropbox Sign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

COMPANY:
Nerdy Inc.
By:	/s/ Jason Pello
Name:	Jason Pello
Title:	Chief Financial Officer

[Signature Page – Private Warrants Consent]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

HOLDER:
TCV VIII (A), L.P.
By: Technology Crossover Management VIII, L.P.
It: General Partner
By: Technology Crossover Management VIII, Ltd.
Its: General Partner
By:	/s/ John Delfino
Name: John Delfino
Title: Attorney-in-Fact

TCV VIII VT MASTER, L.P.
By: TCV VIII VT Master GP, LLC
It: General Partner
By: TCV VIII, L.P.
Its: Managing Member
By: Technology Crossover Management VIII, L.P.
Its: General Partner
By: Technology Crossover Management VIII, Ltd.
Its: General Partner
By:	/s/ John Delfino
Name: John Delfino
Title: Attorney-in-Fact

[Signature Page – Private Warrants Consent]

Schedule A 

Name of Warrant Holder	Number of Private Placement Warrants	Number of Private Placement Class B Warrants
TCV VIII (A), L.P.	117,890	0
TCV VIII VT MASTER, L.P.	0	496,554

EX-99.14

Exhibit 14

EARNOUT EQUITY CANCELLATION AND RELEASE AGREEMENT

THIS EARNOUT EQUITY CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2023 (the “Effective Date”), by and among Nerdy Inc., a Delaware corporation (the “Company”) (formerly known as TPG Pace Tech Opportunities Corp. (“TPG Pace”)), Nerdy LLC, a Delaware limited liability company (“Nerdy LLC”) (formerly known as Live Learning Technologies LLC (“Live Learning”)), and the Holder of the Earnout Equity, each as defined below respectively. The Company, Nerdy LLC, and the Holder that is a signatory hereto, each is referred herein as a “Party,” and collectively, as the “Parties.”

WHEREAS, on September 20, 2021, the Company consummated the business combination pursuant to that certain Business Combination Agreement, dated as of January 28, 2021 (as amended on March 19, 2021, on July 14, 2021, on August 11, 2021, and on August 18, 2021 (the “Business Combination Agreement”)), by and among TPG Pace, TPG Pace Tech Merger Sub LLC, a Delaware limited liability company, TCV VIII (A) VT, Inc., a Delaware corporation, LCSOF XI VT, Inc., a Delaware corporation, TPG Pace Blocker Merger Sub I Inc., a Delaware corporation, TPG Pace Blocker Merger Sub II Inc., a Delaware corporation, Live Learning, and in connection therewith the Company was renamed “Nerdy Inc.” (the “Business Combination”).

WHEREAS, in connection with the Business Combination, the Company and Nerdy LLC issued the Earnout Equity totaling 8,000,000 aggregate shares of the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company (the “Earnout Shares”) and units of Nerdy LLC (“OpCo Units”) (with an equivalent number of shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company) (the “Earnout Units”, and together with the Earnout Shares, the “Earnout Equity”), of which (i) an aggregate of 4,000,000 Earnout Shares or Earnout Units are held by certain equity holders of Nerdy LLC (the “Nerdy Holders”) and are subject to forfeiture until the achievement of Triggering Event I (as defined below) with respect to 1,333,333 Earnout Shares or Earnout Units, Triggering Event II (as defined below) with respect to 1,333,333 Earnout Shares or Earnout Units, and Triggering Event III (as defined below) with respect to 1,333,334 Earnout Shares or Earnout Units (the “Forfeiture Thresholds”); and (ii) an aggregate of 4,000,000 Earnout Shares are held by certain equity holders of TPG Pace (the “TPG Pace Holders”, together with Nerdy Holders, the “Holders”, and each of the Holders, the “Holder”) and are subject to potential forfeiture consistent with the Forfeiture Thresholds .

WHEREAS, for the purposes of this Agreement, “Triggering Event I” means the date on which the closing sale price of one share of Class A Common Stock of the Company quoted on the New York Stock Exchange (the “NYSE”) (or the exchange on which the shares of Class A Common Stock are then listed) is greater than or equal to $12.00 for any 20 days within any 30 consecutive day period in which the shares of Class A Common Stock are actually traded on the applicable exchange for the period between January 28, 2021 and the five-year anniversary of the closing date of the Business Combination (the “Business Combination Closing Date”); “Triggering Event II” means the date on which the closing sale price of one share of Class A Common Stock of the Company quoted on the NYSE (or the exchange on which the shares of Class A Common Stock are then listed) is greater than or equal to $14.00 for any 20 days within any 30 consecutive day period in which the shares of Class A Common Stock are actually traded on the applicable exchange for the period between January 28, 2021 and the five-year anniversary of the Business Combination Closing Date; and “Triggering Event III” means the date on which the closing sale price of one share of Class A Common Stock of the Company quoted on the NYSE (or the exchange on which the shares of Class A Common Stock are then listed) is greater than or equal to $16.00 for any 20 days within any 30 consecutive day period in which the shares of Class A Common Stock are actually traded on the applicable exchange for the period between January 28, 2021 and the five-year anniversary of the Business Combination Closing Date.

WHEREAS, in a separate transaction, the Company is offering to exchange certain outstanding warrants of the Company for shares of Class A Common Stock pursuant to the terms and conditions set forth in the prospectus/offer to exchange included in the Registration Statement on Form S-4 filed by the Company with the U.S. Securities and Exchange Commission on August 21, 2023 (the “Warrant Exchange”).

WHEREAS, pursuant to the terms of this Agreement, the Company, Nerdy LLC and each Holder that is a signatory hereto have mutually agreed that (i) the Holders shall forfeit (and thus surrender for cancellation) a portion of the Earnout Equity and (ii) the remaining portion of the Earnout Equity shall no longer be subject to forfeiture pursuant to the Forfeiture Thresholds or otherwise, all effective upon the consummation of the Warrant Exchange.

NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Agreement to Partial Cancellation of the Earnout Equity and Release. The Company, Nerdy LLC and each Holder (severally and not jointly) hereby agree and acknowledge that (i) such Holder shall forfeit (and thus surrender for cancellation) sixty percent (60%) of the Earnout Shares or Earnout Units, as applicable, held by such Holder that are subject to the Forfeiture Thresholds (the “Canceled Securities”), effective on the date of consummation of the Warrant Exchange (the “Closing Date”), and (ii) forty percent (40%) of the Earnout Shares and Earnout Units, as applicable, held by such Holder shall, effective on the Closing Date, no longer be subject to the Forfeiture Thresholds (the “Residual Securities”) such that the Residual Securities shall, on the Closing Date, no longer be subject to potential forfeiture regardless of whether a Triggering Event occurs or does not occur between the date hereof and the five-year anniversary of the Business Combination Closing Date. As of the Closing Date, the Canceled Securities shall be null and void, and as of the Closing Date, each of the Parties (severally and not jointly) waives, cancels, and terminates their respective rights and obligations with respect to the Canceled Securities and any right thereof under the Business Combination Agreement, the Second Amended and Restated Limited Liability Company Agreement of Nerdy LLC, dated as of September 20, 2021 (the “Nerdy LLC Agreement”), the Tax Receivable Agreement, dated as of September 20, 2021, by and between the parties therein (the “Tax Receivable Agreement”), and the Waiver Agreement, dated as of January 28, 2021 (the “Waiver Agreement”), as applicable. As of the Closing Date but not before, each Holder (severally and not jointly) hereby releases the Company and Nerdy LLC from any of the obligations of the Company and Nerdy LLC under the Business Combination Agreement, the Nerdy LLC Agreement, the Tax Receivable Agreement, and the Waiver Agreement, as applicable. Specifically, by executing this Agreement, as of the Closing Date, each Holder (severally and not jointly) knowingly and voluntarily releases and forever discharges the Company, Nerdy LLC and their current and former officers, directors, members, managers, employees, agents, investors, attorneys, shareholders, affiliates, subsidiaries, and predecessor and successor corporations and assigns (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown that, as of the Effective Date, Holder has, ever had, now claims to have, or ever claimed to have had against any or all of the Releasees, relating to the Canceled Securities. This release shall not extend to any manner of claims, demands, debts, damages and liabilities, whether known or unknown, whether in law or equity, in connection with, or that affect, Holder’s rights under this Agreement or rights that cannot be released as a matter of law.

2

2. Representations. Each Holder hereby represents and warrants (severally and not jointly) that (i) it is the sole beneficial holder of the Earnout Equity as set forth on Schedule A hereto and (ii) it has not transferred the Earnout Equity to any other person. Each Party hereto represents and warrants that he, she or it has full power and authority to enter into this Agreement, and this Agreement constitutes his, her or its valid and legally binding obligation, enforceable in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

3. Company Covenants. The Company agrees that it shall take all steps reasonably necessary or desirable to commence and consummate the Warrant Exchange as soon as practicable.

4. U.S. Federal Income Tax Treatment. The Parties agree that the forfeiture of the Canceled Securities and the release of the Residual Securities from any potential future forfeiture are intended to be tax free to the Holder.  The Parties hereto shall not take any position inconsistent therewith unless otherwise required by applicable law or a final determination within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended.

5. Termination; Amendment. This Agreement shall terminate as to the Parties (a) upon written notice to all Holders by the Company; (b) upon the earlier of (i) the date the Company’s board of directors or a committee thereof determines to no longer pursue the Warrant Exchange, and (ii) October 15, 2023; or (c) if the Company fails to commence the Warrant Exchange by August 31, 2023. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver makes specific reference to this Agreement and (i) in the case of an amendment, such amendment is with the written consent of the Company and each Holder; and (ii) in the case of a waiver, such waiver is signed by the person against whom it is to be enforced. No failure or delay on the part of the Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

3

6. Rule 16b-3.  Prior to the Closing Date, the Company shall take all such steps as may be reasonably necessary or advisable (including in particular to cause Company’s board of directors (the “Board”) or a committee authorized by the Board to adopt resolutions in the form to be agreed upon with the Holder who is subject to Section 16(b) of the Securities Exchange Act of 1934) to cause the disposition of the Canceled Securities and the removal of the Forfeiture Thresholds from the Residual Securities, in each case as contemplated hereby, to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934.  Notwithstanding anything herein to the contrary, each Holder conditions the performance of its obligations hereunder on the Company’s compliance with this Section 6.

7. Miscellaneous.

a. Entire Agreement. This Agreement is a binding agreement and constitutes the entire agreement between the Parties with respect to the subject matter hereof.

b. Successors and Assigns. This Agreement is binding upon and inures to the benefit of the successors and assigns of the Parties hereto.

c. Governing Law. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

d. Counterparts; Facsimile Signatures. This Agreement may be executed in identical counterparts. Each counterpart hereof shall be deemed to be an original instrument, but all counterparts hereof taken together shall constitute a single document. Facsimile, emailed PDFs and electronic signatures shall be deemed originals.

e. Further Efforts. The Parties hereto agree to use their reasonable best efforts to cooperate with one another to discharge their respective obligations under this Agreement and to satisfy the intents and purposes of this Agreement.

[Signature Page Follows]

4

IN WITNESS WHEREOF, the Parties have executed this Earnout Equity Cancellation and Release Agreement as of the date first above written.

COMPANY:
Nerdy Inc.
By:	/s/ Jason Pello
Name: Jason Pello
Title: Chief Financial Officer
Nerdy LLC
By:	/s/ Jason Pello
Name: Jason Pello
Title: Chief Financial Officer

5

IN WITNESS WHEREOF, the Parties have executed this Earnout Equity Cancellation and Release Agreement as of the date first above written.

HOLDER:
TCV VIII (A), L.P.
By: Technology Crossover Management VIII, L.P.
It: General Partner
By: Technology Crossover Management VIII, Ltd.
Its: General Partner
By:	/s/ John Delfino
Name: John Delfino
Title: Attorney-in-Fact

TCV VIII VT MASTER, L.P.
By: TCV VIII VT Master GP, LLC
It: General Partner
By: TCV VIII, L.P.
Its: Managing Member
By: Technology Crossover Management VIII, L.P.
Its: General Partner
By: Technology Crossover Management VIII, Ltd.
Its: General Partner
By:	/s/ John Delfino
Name: John Delfino
Title: Attorney-in-Fact

Schedule A

Name of Earnout Equity Holder	Number of Earnout Shares	Number of Earnout Units
TCV VIII VT Master, L.P.	0	812,542
TCV VIII (A), L.P.	192,911	0