TPG Pace & Nerdy amend merger agreement: extend outside date to Aug 31, refine governance & lock-up

Nerdy Inc.

Outside date extended from ~July 27 to August 31, 2021 for closing the Nerdy business combination.
Governance: if TPG Pace holds <50% of OpCo, board fixed at 5 managers with specific designees (TPG Pace 2, Charles Cohn 1, TCV 1, Davis VT 1).
Lock-up revised: Nerdy holders may sell shares to cover income tax costs if redemptions exceed threshold needed to keep TPG Pace >50% ownership.
Second Amendment to Business Combination Agreement signed July 14, 2021.

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