Exhibit 10.2
FORM OF EARNOUT EQUITY CANCELLATION AND RELEASE AGREEMENT
THIS EARNOUT EQUITY CANCELLATION AND RELEASE AGREEMENT (this Agreement) is made and entered into as of August
_____, 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