Nerdy Inc. · NYSE:NRDY

Nerdy — SPAC Merger (April 2021)

74 slides from Nerdy's SPAC merger presentation, April 2021

Slide 2: Disclaimer
2 Disclaimer This Presentation has been prepared by Nerdy (the “Company”) and TPG Pace based in part upon market information and statistics provided by These non-GAAP measures are in addition, and not a substitute for or superior, to measures of financial performance prepared in accordance various t
Slide 3: Transaction Summary
3 Transaction Summary Sponsored public listing NYSE: PACE NYSE: NRDY • TPG Pace Group raised $450 million through the IPO of a special purpose acquisition company (“SPAC”), TPG Pace Tech Opportunities Corp. (“Pace” or “PACE”), in October 2020. Concurrent with the IPO, PACE secured an additional $150
Slide 4: TPG Pace Introduction
4 TPG Pace Introduction Select TPG Tech & Marketplace Investments Select Track Recent Record of TPG IPOsPrivate Companies Helping SelectEdTech TPG EdTech Investments and Impact Investing ● TPG has a long-history of supporting and investing in Transition to the Public Markets ● TPG has taken 56 compa
Slide 5: TPG Pace Joins High Quality Existing Investors and Board
5 TPG Pace Joins High Quality Existing Investors and Board EXISTING NERDY INVESTORS EXISTING BOARD OF DIRECTORS ● TCV has invested over $14 billion in leading technology companies and has helped guide CEOs through more than Chuck Cohn 125 IPOs and strategic acquisitions1 Founder, Chairman & CEO Cath
Slide 6: Investment Thesis for Nerdy
6 Large TAM Ripe for ▪ $1.3 trillion ofﬂine direct-to-consumer education market1 is moving online quickly Disruption ▪ COVID forced a step-function shift to online adoption that we expect to persist ▪ Nerdy is disrupting the market for live direct-to-consumer learning and is a leading One-on-One pla
Slide 7: Wisdom is not a product of schooling
7 “ Wisdom is not a product of schooling, but a lifelong attempt to acquire it. - Albert Einstein © Nerdy / TPG Pace Tech Opportunities Corp. 2021
Slide 8: © Nerdy / TPG Pace Tech Opportunities Corp. 2021 © Nerdy
88 © Nerdy / TPG Pace Tech Opportunities Corp. 2021 © Nerdy
Slide 9: Leading platform for live, online instruction
9 Flagship Business: Leading platform for live, online instruction 4.7M+ hours 2020 Live Instruction Hours 1 3,000+ subjects broadly distributed across diverse audiences 1 Legacy Businesses: 1. Leading online instruction platform in the United States claim based on live hours in 2020 and subject bre
Slide 10: The Impact of Live, Personalized Learning
10 The Impact of Live, Personalized Learning 50th percentile 15th 84th percentile percentile 2 standard deviations of improvement 1 2nd 98th percentile percentile Multiple academic studies have PROVEN the effectiveness of live instruction on improving Tutoring Effect learning results PERSONALIZED an
Slide 11: Our personalized live, online platform is well positioned in the $62bn market
11 Live Our personalized live, Learning online platform is well Independent Tutors positioned in the $62bn 1 direct-to-consumer learning market Ofﬂine Online <10% of learners think the quality of instruction is better pre-recorded than it is live2 Asynchronous 1. 2. Projected. Technavio, US Private
Slide 12: A Comprehensive Learning Destination
12 A Comprehensive Small Group Classes Learning Destination Large Group Classes Going beyond one-on-one to meet more learning needs A continuous, multi-format learning experience One-on-One Personal Instruction Adaptive Self Study Assessments & Practice Problems One-on-One Small Group Classes Instru
Slide 13: Nerdy by the Numbers
13 Nerdy by the Numbers $132M +87% 68% Annualized Revenue1 Online Revenue Growth2 Gross Margin Q4-20 Q4-20 YoY Growth Q4-20 +59% +167% Active Learner Growth3 Online Session Growth4 Q4-20 YoY Growth Q4-20 YoY Growth >3x 68 >500K LTV/CAC5 2020 Paid Learner Avg. NPS Score6 Learners Accessed Free Classe
Slide 14: Learning's Digital Transition is Happening Now at a Faster Rate
14 Learning’s Digital Transition is Happening Now at a Faster Rate than Previous Online Adoptions U.S. E-Commerce Digital Share (%) 1 Global Learning Digital Share (%)1 5x 5x 73% Are more likely to use 30% CAGR online learning compared to a year ago2 92% Plan to use online learning services going fo
Slide 15: COVID Impact and Recovery
15 COVID Impact and Recovery 2020 2021 and Beyond Created Short Term Challenges Headwinds Turn to Tailwinds Some schools went to optional grading, many We expect consumer need for supplemental help to standardized tests and professional exams were grow as students look to catch up academically. susp
Slide 16: COVID-19 Recovery
16 COVID-19 Recovery Nationwide Inquiry Growth1 Nationwide Re-opening has led to accelerating growth in inquiries for Nerdy solutions Growth in “open” areas has accelerated at higher rates than areas that have remained closed and are still predominantly using online or hybrid learning Re-opening is
Slide 17: Improving Access to High Quality Learning Resources
17 Improving Access to High Quality Learning Resources Free Live Online Classes Free Assessments & Practice Tools 3M+ 20M+ Hours of Free Live Practice Problems2 Instruction1 in 2020 taken in 2020 We provide multiple, high quality learning resources completely FREE of charge. Our resources improve ac
Slide 18: Founder Led, Seasoned Management Team
18 Founder Led, Seasoned Management Team with deep technology and direct-to-consumer experience Chuck Cohn Ian Clarkson Jason Pello Heidi Robinson Adam Weber Dan Lee Founder, Chairman & CEO President & Chief Operating Oﬃcer Chief Financial Oﬃcer Chief Product Oﬃcer Chief Marketing Oﬃcer Chief Analyt
Slide 20: Our Two-Sided Network: Learners and Experts
20 Our Two-Sided Network: Learners and Experts Learners Experts Audience Breakout Key Motivations Diverse population servicing learners across lifecycle Professional/ K-8 High School College/Grad Adult Helping Supplemental Flexibility & % of Net Sales by audience 1 People Learn Income Convenience Ke
Slide 22: Our Right To Win
22 Our Right To Win Quality, Live Scaled Multiple Online Personalized Superior Instructors Selection Formats Experience Value Purpose-Built Operating System for Learning © Nerdy / TPG Pace Tech Opportunities Corp. 2021
Slide 23: Quality Experts
23 COMPETITIVE ADVANTAGE Quality Experts What We Do We have built a sizeable network of top Experts nationwide. Instruction is delivered through our online platform, reducing geographic limitations on ﬁnding quality Experts in any subject Why It Matters Expert quality is critical to delivering a gre
Slide 24: Scaled Selection
24 COMPETITIVE ADVANTAGE Scaled Selection What We Do Scaled quality live instruction available in 3,000+ subjects - ability to identify and build supply of Experts across thousands of topics Live 3,000+ Why It Matters Instruction subjects Learners: Can learn large number of subjects on our platform
Slide 25: Multiple Format Online Destination
25 COMPETITIVE ADVANTAGE Multiple Format Online Destination Small Group What We Do Classes Average 5-15 participants Single online destination covering multiple learning needs across LIVE and asynchronous One-on-One Personal Instruction Why It Matters Convenient and accessible via our online platfor
Slide 26: Personalized Experience
26 COMPETITIVE ADVANTAGE Personalized Experience AI-Powered Learner/Expert Matching Both learners, struggling with the same subject, are intelligently matched to the instructor who best ﬁts their speciﬁc needs What We Do Personalization across multiple touchpoints Introvert ● matching Low motivation
Slide 27: Superior Value for Both Sides of the Network
27 Superior Value for Both Sides of the Network Value for Learners Value for Experts Better Experience Strong Income Potential, Less Hassle Hand-picked experts, tech-enabled tools, multiple Signiﬁcant earnings without effort to ﬁnd new customers learning formats Convenient Flexible Schedule Learners
Slide 29: AIHI: An Operating System Engineered For Learning
29 An Operating System Engineered For Learning Adaptive Learning Layer AIHI for Matching Layer Curation Layer Artiﬁcial Intelligence Data Lake for Human Interaction © Nerdy / TPG Pace Tech Opportunities Corp. 2021
Slide 30: Data Lake
30 Data Lake Our proprietary data Student preferences An expansive and integrated data set to drive the Expert interviews algorithms powering our personalized Expert pipeline Site interactions interventions Session outcomes Web inquiries Expert assessments >80M Phone Student assessments conversation
Slide 31: Curation Layer
31 Curation Layer Identifying the best experts With our rich database of past learning interactions, we’ve identiﬁed the critical traits, knowledge, and experience that highly correlate to better outcomes 4.9/5 68 Expert Rating1 NPS Score2 Better Experts = Better Outcomes = Better Learner Experience
Slide 32: Matching Layer
32 Rating Match Quality – considering over 100 factors Sample Data set (Experts) ● Sessions per student motivation cohorts ● Sessions per requested subject ● Standardized test math score ● Standardized test science score ● (+ more data points) Jason Priya Sarah Sample Data set Matching Layer (Learne
Slide 33: Adaptive Learning Layer
33 Continuous Personalized evolution across ASSESSMENT Learning Plan learning journey Adaptive Learning Layer Adaptive ASSESSMENT Learning Plan ASSESSMENT Personalizing the learning path to mastery Learning Plan evolves 40% more likely to renew after completing an assessment1 The system adapts after
Slide 35: We're Building from Strong Growth Foundations
35 We’re Building from Strong Growth Foundations Active Learners1 Online Sessions2 Sessions Taught per Active Expert 3 (‘000s) (‘000s) +67% +186% +60% Q1-21 YoY Growth Q1-21 YoY Growth Q1-21 YoY Growth 1. Active Learners defined as the unique number of Learners attending a paid online one-on-one ins
Slide 36: Multiple Vectors to Drive Sustainable Growth
c u nt 36 d Pro nsio pa Multiple Vectors to Ex Drive Sustainable Growth Targeted M&A a t International Expansion o r m n F ns i o p a Ex Product Innovation New product and pricing solutions Self Study Self-guided materials diagnostic tests, practice problems, and study Free live classes with celebri
Slide 37: Growth via new subjects: Professional segment
37 GROWTH VIA NEW SUBJECTS 1,000’s Tackling a sizeable opportunity in of Potential Professional Subjects the Professional segment Professional Hours Consumed1 CURRENT TOP SUBJECTS NCLEX SERIES 65 Hour Consumed Nursing Uniform Investment licensure exam Advisor Law Exam CPA PRAXIS Certiﬁed Public Teac
Slide 38: Classes revenue increased 185% in 2H 2020
38 FORMAT GROWTH $62 bn Projected U.S. direct-to-consumer learning market size in 20241 Classes revenue increased 185% in 2H 2 2020 , with signiﬁcant upside remaining ONE-ON-ONE $24 bn1 We’re well positioned vs. legacy ofﬂine options: Wider subject selection Higher quality instructors CLASSES Person
Slide 39: Multi-format usage is driving $/Learner growth
39 Multi-format usage 1st Year Net Sales1 / User by # of Formats Used is driving $/Learner One-on-One growth Large Group Classes +89% $/Learner 4 formats vs. one-on-one Adaptive Self Study Small Group Classes 1. Net sales is a non-GAAP measure representing client purchases inclusive of payments due
Slide 40: LTV Expansion Accelerating
40 1 LTV Expansion Accelerating Q1 Q2 2 +13% +24%2 2020 2020 2019 LTV expansion driven by multi-format 2019 Net LTV Net LTV engagement and higher consumption Recent cohorts’ initial LTV signiﬁcantly higher than historical periods Elapsed Quarters Elapsed Quarters 2H 2020 Cohorts surpassed in one qua
Slide 41: Building a full funnel approach to new Learner growth
41 Building a full funnel approach to new Learner growth Brand (~1/3 of spend) Leveraging StarCourses and high reach channels to build awareness, establish trust, and generate word of mouth Performance (~2/3 of spend) Data and tech-enabled approach to organic and paid search to drive highly efﬁcient
Slide 42: Large Format StarCourses
42 BRAND BUILDING Large Format StarCourses ✔ Large format live class can accommodate 500-50K+ students ✔ Offered completely free of charge ✔ Format attracts new users, retains existing users, & drives brand ✔ 500K+ registrants, 3M+ class enrollments in 2020 100+ StarCourses taught 58 celebrity partn
Slide 43: Establishing a Lasting Brand, Founded in Trust
43 Establishing a Lasting Brand, Brand Awareness1 Founded in Trust >2x 64% 31% This Year 2019 2020 Aided Awareness 90% 87% Believe Varsity Tutors offers Believe Varsity Tutors is a high quality instruction2 brand they can trust2 1. Survey of general population, 1,000 Parents of K-12 learners. Conduc
Slide 45: Aiming to Build One Hundred, $100M Businesses
45 We’re Aiming to Build One Hundred, $100M Businesses by Scaling Live Personalized Learning © Nerdy / TPG Pace Tech Opportunities Corp. 2021
Slide 46: Our Platform is Designed to Power Growth and Scale
46 Our Platform is Designed to Power Growth and Scale Scale Faster w/ Generalizable Capabilities Scale Smarter w/ Machine Learning Scale Leaner w/ Process Automation © Nerdy / TPG Pace Tech Opportunities Corp. 2021
Slide 47: Scaling Faster: Generalizable Capabilities
47 Scaling Faster: Generalizable Capabilities Enabling Faster Product Expansion Opportunity There is signiﬁcant opportunity across our addressable TAM to extend reach across new segments with our multi-product format strategy >3x Average new initiative 1 Leveraging Generalizable Capabilities consump
Slide 48: Scaling Smarter: Machine Learning
48 Scaling Smarter: Machine Learning for More Personalized & Efﬁcient Consultation Opportunity Nearly 2/3rd of customers prefer at least some level of personal consultation when looking for learning help1 41% Reduction in sales cost Application of Machine Learning as a % of revenue2 (2H 2020 vs. 2H
Slide 49: Scaling Leaner: Process Automation
49 Scaling Leaner: Process Automation to Reduce Expert Curation Costs Opportunity To deliver a great learning experience, you must effectively test an Expert’s subject matter expertise and teaching capabilities 1.2% Application of Process Automation Expert acquisition cost1 (as a % of Revenue 2H 202
Slide 50: Powerful and Reinforcing Growth Flywheels
50 Powerful and Reinforcing Growth Flywheels More Learners Expert Platform More opportunities deliver more earnings & quality interactions for +59% active learner growth 1 top experts. Our end-to-end seamless experience makes the whole process more convenient 2 >80 Million 68 NPS Score Usable data p
Slide 52: Our Monetization Model
52 Our Monetization Model Free Large Group Classes 3M+ 7M+ # of Free Class Learning >500K Sessions2 Interactions3 Active Learners1 Adaptive Self Study Typical Order (Hours) Typical $/Hour Paid 87K Small Group Classes 5-20 $10-$45+ One-on-One 9-50 $45-$75+ 1. Paid Active Learners defined as the uniqu
Slide 53: We've Built An Agile And Resilient Business
53 Revenue Growth Rates YoY Schools Shut Down / Test Center Closures We’ve Built An Agile And Resilient Business School and testing center closures related to the pandemic signiﬁcantly impacted the business throughout 2020 Completed multi-year transition to 100% online in Q2 2020 New product innovat
Slide 54: Nerdy Seamlessly Transitioned to 100% Online
54 Nerdy Seamlessly Transitioned to 100% Online Quarterly Online Revenue1 2H and Annual Online Revenue1 87% YOY 51% YOY 67% YOY 30% YOY 78% YOY 15% YOY 1. Online learning format revenue, defined as one-on-one online tutoring revenue and online group classes revenue and excludes in-person revenue. Tr
Slide 55: Gross Margin Improvements Driven By Product Expansion
55 Gross Proﬁt Margin Gross Margin Improvements Driven By Product Expansion Shift toward 100% online improved margins Growth in Classes expected to produce future gross margin expansion Note: Semi-annual financial information is unaudited. © Nerdy / TPG Pace Tech Opportunities Corp. 2021
Slide 56: Investments in Technology and Automation Drive Efficiency
56 Investments in Technology and Automation Drive Efﬁciency Sales Expense % of Revenue Operations Expense % of Revenue Note: Semi-annual financial information is unaudited. © Nerdy / TPG Pace Tech Opportunities Corp. 2021
Slide 57: Cash Flow Improvement Through Technology & Operational Efficiency
57 Cash Flow Improvement Through Technology & Operational Efﬁciency Free Cash Flow1 Multi-year effort to improve unit level economics and free cash ﬂow Proven ability to become self sustaining supports increased growth investments to capture massive opportunity 1. Free Cash Flow (“FCF”) is a non-GAA
Slide 58: Historical Seasonality and TPG Pace 2021 Forecast by Quarter
58 Historical Seasonality and TPG Pace 2021 Forecast by Quarter Historical and Forecasted Quarterly Seasonality as a % of Annual Revenue Annual Revenue Q1: 23-25% Q2: 20-23% Q3: 23-25% Q4: 28-31% 33% YOY 30% YOY 31% YOY 41% YOY 30% YOY 1 2 1. Q1 2020 In Person Revenue accounted for $5.7 million or 2
Slide 59: TPG Pace 2021 Forecast by Quarter
59 1 TPG Pace 2021 Forecast by Quarter Revenue growth driven by multi-format strategy One-on-One strength provides durable base growth. Classes and Professional offerings continue to grow rapidly as we scale Targeted marketing investments extend reach to drive Active Learner growth Signiﬁcant invest
Slide 60: Q1 2021 - Continued Momentum and Strong Growth
60 Q1 2021 - Continued Momentum and Strong Growth Active Learners1 Online Sessions2 Sessions Taught per Active Expert 3 (‘000s) (‘000s) +67% +186% +60% Q1-21 YoY Growth Q1-21 YoY Growth Q1-21 YoY Growth 1. Active Learners defined as the unique number of Learners attending a paid online one-on-one in
Slide 61: TPG Pace Forecast
61 1 TPG Pace Forecast Rapid digital acceleration is expected to provide tailwinds to support durable growth Gross margins expansion driven by mix shift to Classes Efﬁcient performance marketing coupled with “big swing” marketing investments expected to drive awareness and new customer acquisition S
Slide 62: Attractive Long-Term Growth and Strong Operating Leverage
62 Attractive Long-Term Growth and Strong Operating Leverage Long-Term 2021F1 2022F1 2023F1 Targets1 Revenue 33% 43% 35% 25-30% Growth Gross Margin 70% 71% 72% 75-80% Tech, Product & G&A 30% 26% 21% 15-20% % Revenue Adjusted EBITDA Margin2 (5%) (2%) 5% 25-30% Long-term opportunity for growth expecte
Slide 64: Investment Thesis
64 Large TAM Ripe for Disruption Leading Gig Economy Platform for Learning Attractive Unit Economics Scalable Technology Platform Investment Network Effects and Data Create Deep Competitive Moat Thesis Business is at an Inﬂection Point. Re-Opening Driving Business Acceleration Creating Positive Chan
Slide 65: Sources & Uses / Pro-Forma Valuation
65 Sources & Uses / Pro-Forma Valuation Sources & Uses (Illustrative) Post-Transaction Ownership (Illustrative) Sponsor PIPE Investors 5% 9% 1 FPA Investors 9% Existing Nerdy Shareholders 51%1 SPAC IPO 26% 2 Post-Transaction Valuation (Illustrative) 1. Includes unvested employee options and equity a
Slide 66: Defining Nerdy's Public Comparables
66 Deﬁning Nerdy’s Public Comparables Direct-to-Consumer Asynchronous Consumer Facing Learning Learning Platform Digital Gig Economy Platform for Adult Learners Platform ▪ Leading learning internet ▪ Leading asynchronous, ▪ Leading freelance digital platform in North America recorded lessons learnin
Slide 67: Nerdy Investment Opportunity
67 Nerdy Investment Opportunity K-12, Undergraduate, Post-Grad, Credentials and Continuing Education for Adult Audience Professional, Continuing Education Learners Personalized Live Instruction ✗ Multiple Live Learning Formats ✗ 2022F EV / Revenue 7.1x 16.7x 2022F EV / Gross Proﬁt 10.0x 30.6x Revenu
Slide 68: Operational Benchmarking
68 Operational Benchmarking 2022F Avg. Revenue Growth: 26% Revenue Growth 2022F Avg. Gross Margin 69% Gross Margin Sources for third-party information: SEC filings, S&P Capital IQ as of 4/13/2021. © Nerdy / TPG Pace Tech Opportunities Corp. 2021
Slide 69: Valuation Benchmarking
69 Valuation Benchmarking 2022F EV / Revenue Avg.: 15.2X 53% Discount to Current 2022F EV / Gross Proﬁt Avg.: 22.1X 55% Discount to Current Sources for third-party information: SEC filings, S&P Capital IQ as of 4/13/2021. © Nerdy / TPG Pace Tech Opportunities Corp. 2021
Slide 70: Anticipated Transaction Timeline
70 Anticipated Transaction Timeline Event ▪ Transaction Agreement Executed January 2021 ▪ Transaction Announced March 2021 ▪ Preliminary Proxy Materials Filed with the SEC April 2021 ▪ Analyst Day May 2021 ▪ Q1 Earnings Release ▪ Mail Final Proxy Materials to TPG Pace Shareholders Q2 2021 ▪ Set Reco
Slide 72: 2019 - 2020 Quarterly & Annual Financials
72 2019 - 2020 Quarterly (unaudited) & Annual Financials 1. Active Learners defined as the unique number of learners attending a paid online tutoring session or a paid online class in a given period. Amounts exclude Legacy Businesses and VT+. Learners in thousands. 2. Adjusted EBITDA excludes Non-Ca
Slide 73: Non-GAAP Reconciliations (unaudited)
73 Non-GAAP Reconciliations (unaudited) 1 1 1 1 1. Non recurring items in 2020 are related to a recorded loss for an office sublease and transaction related costs. 2021 includes one-time non-recurring items related to the expected forgiveness of a Promissory loan. Note: Quarterly financial informati
Slide 74: Illustrative Fully Diluted Share Count
74 Illustrative Fully Diluted Share Count 1. Assumes treasury share method for public, FPA, and private warrants. 2. 9.0 million public warrants issued as part of PACE IPO with strike price of $11.50 and redemption price of $18.00. 3. 3.0 million FPA warrants to be issued with strike price of $11.50

Nerdy — SPAC Merger (April 2021) on 6ix

Nerdy — SPAC Merger (April 2021)

Slide 1: Analyst Day Presentation

Slide 2: Disclaimer

Slide 3: Transaction Summary

Slide 4: TPG Pace Introduction

Slide 5: TPG Pace Joins High Quality Existing Investors and Board

Slide 6: Investment Thesis for Nerdy

Slide 7: Wisdom is not a product of schooling

Slide 8: © Nerdy / TPG Pace Tech Opportunities Corp. 2021 © Nerdy

Slide 9: Leading platform for live, online instruction

Slide 10: The Impact of Live, Personalized Learning

Slide 11: Our personalized live, online platform is well positioned in the $62bn market

Slide 12: A Comprehensive Learning Destination

Slide 13: Nerdy by the Numbers

Slide 14: Learning's Digital Transition is Happening Now at a Faster Rate

Slide 15: COVID Impact and Recovery

Slide 16: COVID-19 Recovery

Slide 17: Improving Access to High Quality Learning Resources

Slide 18: Founder Led, Seasoned Management Team

Slide 19: Meet the Learners & Experts

Slide 20: Our Two-Sided Network: Learners and Experts

Slide 21: What Sets Us Apart

Slide 22: Our Right To Win

Slide 23: Quality Experts

Slide 24: Scaled Selection

Slide 25: Multiple Format Online Destination

Slide 26: Personalized Experience

Slide 27: Superior Value for Both Sides of the Network

Slide 28: How We Do It

Slide 29: AIHI: An Operating System Engineered For Learning

Slide 30: Data Lake

Slide 31: Curation Layer

Slide 32: Matching Layer

Slide 33: Adaptive Learning Layer

Slide 34: Growth

Slide 35: We're Building from Strong Growth Foundations

Slide 36: Multiple Vectors to Drive Sustainable Growth

Slide 37: Growth via new subjects: Professional segment

Slide 38: Classes revenue increased 185% in 2H 2020

Slide 39: Multi-format usage is driving $/Learner growth

Slide 40: LTV Expansion Accelerating

Slide 41: Building a full funnel approach to new Learner growth

Slide 42: Large Format StarCourses

Slide 43: Establishing a Lasting Brand, Founded in Trust

Slide 44: Building Scale

Slide 45: Aiming to Build One Hundred, $100M Businesses

Slide 46: Our Platform is Designed to Power Growth and Scale

Slide 47: Scaling Faster: Generalizable Capabilities

Slide 48: Scaling Smarter: Machine Learning

Slide 49: Scaling Leaner: Process Automation

Slide 50: Powerful and Reinforcing Growth Flywheels

Slide 51: Financials & Outlook

Slide 52: Our Monetization Model

Slide 53: We've Built An Agile And Resilient Business

Slide 54: Nerdy Seamlessly Transitioned to 100% Online

Slide 55: Gross Margin Improvements Driven By Product Expansion

Slide 56: Investments in Technology and Automation Drive Efficiency

Slide 57: Cash Flow Improvement Through Technology & Operational Efficiency

Slide 58: Historical Seasonality and TPG Pace 2021 Forecast by Quarter

Slide 59: TPG Pace 2021 Forecast by Quarter

Slide 60: Q1 2021 - Continued Momentum and Strong Growth

Slide 61: TPG Pace Forecast

Slide 62: Attractive Long-Term Growth and Strong Operating Leverage

Slide 63: Transaction Overview

Slide 64: Investment Thesis

Slide 65: Sources & Uses / Pro-Forma Valuation

Slide 66: Defining Nerdy's Public Comparables

Slide 67: Nerdy Investment Opportunity

Slide 68: Operational Benchmarking

Slide 69: Valuation Benchmarking

Slide 70: Anticipated Transaction Timeline

Slide 71: Financial Appendix

Slide 72: 2019 - 2020 Quarterly & Annual Financials

Slide 73: Non-GAAP Reconciliations (unaudited)

Slide 74: Illustrative Fully Diluted Share Count