Item 1.01 Entry into a Material Definitive Agreement

Business Combination Agreement

On January 28, 2021, TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (the "Company" or "TPG Pace"), TPG Pace Tech Merger Sub LLC, a Delaware limited liability company ("Nerdy Merger Sub"), TCV VIII (A) VT, Inc., a Delaware corporation ("TCV Blocker"), LCSOF XI VT, Inc., a Delaware corporation ("Learn Blocker" and, together with TCV Blocker, the "Blockers"), TPG Pace Blocker Merger Sub I Inc., a Delaware corporation ("Blocker Merger Sub I"), TPG Pace Blocker Merger Sub II Inc., a Delaware corporation ("Blocker Merger Sub II" and, together with Blocker Merger Sub I, the "Blocker Merger Subs" and, together with Nerdy Merger Sub, the "Merger Subs"), Live Learning Technologies LLC, a Delaware limited liability company ("Nerdy"), and, solely for the purposes described therein, certain entities affiliated with the Blockers ("Blocker Holders") entered into a Business Combination Agreement (the "Business Combination Agreement," and the transactions contemplated thereby, the "Business Combination"), pursuant to which, among other things and subject to the terms and conditions contained therein:

(a) Pursuant to the Business Combination Agreement, on the date (the "Closing Date") of closing of the Business Combination (the "Closing"), prior to the Effective Time (as defined in the Business Combination Agreement), (i) TPG Pace will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication"), upon which TPG Pace will change its name to "Nerdy Inc." ("New Nerdy"), and (ii) Nerdy will cause each outstanding class of preferred units and the Nerdy profits units to be automatically converted into Nerdy common units (subject to applicable vesting requirements).

(b) Nerdy Merger Sub will merge with and into Nerdy (the "Merger"), with Nerdy surviving the Merger. Pursuant to the Merger, (i) each holder of Nerdy common units (other than the Blockers) will exchange its Nerdy common units for (A) certain cash consideration, (B) either (x) certain limited liability company units in Nerdy ("OpCo Units"), subject to applicable vesting requirements, and an equivalent number of shares of the Company's class B common stock, par value $0.0001 per share ("Class B Common Stock"), or (y) certain shares of the Company's class A common stock, par value $0.0001 per share ("Class A Common Stock" and, together with Class B Common Stock, "Common Stock")), and (C) (x) certain Nerdy warrants to purchase OpCo Units at an exercise price of $11.50 (the "OpCo Warrants") or (y) certain Company warrants to purchase shares of Class A Common Stock at an exercise price of $11.50 ("Pace Warrants") and (ii) each holder of unit appreciation rights under the Nerdy 2016 U.S. Unit Appreciation Rights Plan and the 2016 Canadian Unit Appreciation Rights Plan will exchange all such unit appreciation rights for either (1) corresponding stock appreciation rights in New Nerdy or (2) certain cash consideration. The holders of Nerdy common units (other than the Blockers) will also receive the rights set forth in the Tax Receivable Agreement (as defined below).

(c) (i) Immediately following the Merger, Blocker Merger Sub I will merge with and into TCV Blocker, with TCV Blocker surviving such merger, and (ii) immediately thereafter, Blocker Merger Sub II will merge with and into Learn Blocker, with Learn Blocker surviving such merger (such mergers in clauses (i) and (ii), each a "Reverse Blocker Merger" and, together, the "Reverse Blocker Mergers"), and (iv) immediately following the Reverse Blocker Mergers, each surviving Blocker will merge with and into the Company (one after another) (each a "Direct Blocker Merger" and, together, the "Direct Blocker Mergers" and, together with the Reverse Blocker Mergers, the "Blocker Mergers"), with the Company surviving each Direct Blocker Merger. Each holder of equity interests in the Blockers will exchange such equity interests in the Reverse Blocker Mergers for (A) certain cash consideration, (B) certain shares of Class A Common Stock and (C) certain Pace Warrants.

(d) Immediately following the Blocker Mergers and in connection with the Closing, the Company will contribute all of its assets (other than the OpCo Units it then holds) to Nerdy in exchange for a number of additional OpCo Units and a number of OpCo Warrants, such that the Company will hold a number of OpCo Units equal to the total number of shares of Class A Common Stock and a number of OpCo Warrants equal to the total number of Pace Warrants, in each case, issued and outstanding immediately after giving effect to the Business Combination. The aggregate consideration to be paid to the holders of Nerdy equity (including the owners of the Blockers with respect to their indirect interest in the Nerdy equity) is based on an enterprise value of $1,250,000 (subject to certain debt related adjustments) and shall consist of (i) an amount of cash equal to the excess of the amount of available cash over $250,000,000 (but not to exceed $388,200,000), plus (ii) equity consideration valued at $10.00 per share in respect of the remaining portion of Nerdy's enterprise value after deducting the cash consideration in clause (i), plus (iii) certain OpCo Warrants or Pace Warrants, as applicable, plus (iv) the Earnout (as defined below), if payable.

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Following the Closing, the combined company will be organized in an "Up-C" structure, and TPG Pace's only direct assets will consist of OpCo Units and OpCo Warrants. Immediately following the Closing, TPG Pace is expected to own . . .

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K under "Business Combination Agreement" is incorporated by reference herein. Pursuant to the Business Combination Agreement (including the Earnout), the Company is required, subject to the conditions set forth therein, to issue certain shares of Common Stock and OpCo Units to the applicable parties. The shares of Common Stock and OpCo Units to be issued will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K under "Subscription Agreements" is incorporated by reference herein. The shares of Class A Common Stock to be issued pursuant to the Subscription Agreements will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure

On January 29, 2021, the Company and Nerdy announced in a joint press release that they had entered into the Business Combination Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.

On January 29, 2021, the Company provided information regarding the proposed Business Combination in an investor presentation, a copy of which is furnished as Exhibit 99.2 hereto.

The information furnished in this Item 7.01 (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.




Item 8.01 Other Events


Waiver Agreement

Concurrently with the execution of the Business Combination Agreement, the Company, Sponsor and each holder of Class F ordinary shares of the Company, par value $0.0001 per share (the "Class F Shares") entered into the Waiver Agreement (the "Waiver Agreement"), pursuant to which such holders of Class F Shares agreed to waive their respective rights to receive certain shares of Class A Common Stock in connection with the closing of the Business Combination, among other items. In particular, pursuant to the Waiver Agreement, the holders of Class F Shares have agreed to waive the receipt of certain shares of Class A Common Stock that would otherwise result in connection with the purchases of Class A Common Stock under the Subscription Agreements from the application of a provision (the "Adjustment Provision") of the Company's proposed certificate of incorporation to be adopted in connection with the Domestication that would otherwise provide for an issuance of shares in order for the holders of Class F Shares to maintain 20% of outstanding shares. Holders of Class F Shares have also agreed to waive such adjustment with respect to issuances over an aggregate of 15,000,000 shares of Class A Common Stock ("FPA Excess Shares") contemplated to be issued in connection with certain forward purchase agreements (the "Forward Purchase Agreements") that would otherwise result from the application of the Adjustment Provision.

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In addition, the Waiver Agreement provides that (i) holders of Class F Shares agreed to forfeit for no consideration a number of shares of Class A Common Stock equal to the number of shares of Class A Common Stock issued pursuant to certain Forward Purchase Agreements over an aggregate of 15,000,000 shares of Class A Common Stock, (ii) such holders of Class F Shares agreed to forfeit for no consideration 2,000,000 shares of Class A Common Stock, which shares of Class A Common Stock will be immediately cancelled upon the closing, and (iii) Sponsor agreed to forfeit for no consideration 2,444,444 warrants of the Company that will be immediately cancelled upon the closing. Sponsor further agreed to subject 4,000,000 shares of Class A Common Stock following the closing to potential forfeiture based on the achievement of certain stock price thresholds consistent with the Earnout.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits. The following exhibits are filed with this Current Report on Form
8-K:



Exhibit
  No.                              Description of Exhibits

 2.1*         Business Combination Agreement, dated as of January 28, 2021, by and
            among TPG Pace Tech Opportunities Corp., TPG Pace Tech Merger Sub LLC,
            TCV VIII (A)  VT, Inc., LCSOF XI VT, Inc., TPG Pace Blocker Merger Sub
            I Inc., TPG Pace Blocker Merger Sub II Inc., Live Learning
            Technologies LLC, and, solely for the purposes of specified therein,
            each of Learn Capital Special Opportunities Fund X, L.P., Learn
            Capital Special Opportunities Fund XI, L.P., Learn Capital Special
            Opportunities Fund XII, L.P., Learn Capital Special Opportunities Fund
            XIII, L.P., Learn Capital Special Opportunities Fund XVI, L.P., and
            TCV VIII (A), L.P.

10.1          Form of Transaction Support Agreement, dated as of January 28, 2021,
            by and between TPG Pace Tech Opportunities Corp and the parties named
            therein.

10.2          Stockholders Agreement, dated as of January 28, 2021, by and among
            TPG Pace Tech Opportunities Corp., each of (i) TPG Pace Tech
            Opportunities Sponsor, Series LLC, (ii) TCV VIII (A)  VT, Inc. and TCV
            VIII (A), L.P., (iii) LCSOF XI VT, Inc, Learn Capital Special
            Opportunities Fund XIV, L.P., Learn Capital Special Opportunities Fund
            XV, L.P., Learn Capital Special Opportunities Fund X, L.P., Learn
            Capital Special Opportunities Fund XI, L.P., Learn Capital Special
            Opportunities Fund XII, L.P., Learn Capital Special Opportunities Fund
            XIII, L.P. and Learn Capital Special Opportunities Fund XVI, L.P. (A),
            L.P and (iv) Cohn Investments, LLC and Charles K. Cohn VT Trust U/A/D
            May 26, 2017.

10.3          Form of Subscription Agreement, dated as of January 28, 2021, by and
            between TPG Pace Tech Opportunities Corp. and the subscribers named
            therein.

99.1          Press Release, dated January 29, 2021.

99.2          Investor Presentation, dated January 29, 2021.

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of

Regulation S-K. A copy of any omitted schedule or exhibit will be furnished

supplementally to the SEC upon request.

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Legend Information

Forward-Looking Statements

The information included herein and in any oral statements made in connection herewith include "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of present or historical fact included herein, regarding the proposed business combination, TPG Pace's ability to consummate the transaction, the benefits of the transaction and TPG Pace's future financial performance following the transaction, as well as TPG Pace's strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, including any oral statements made in connection herewith, the words "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, TPG Pace disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. TPG Pace cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of TPG Pace. These risks include, but are not limited to, (1) the inability to complete the transactions contemplated by the proposed business combination; (2) the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (3) any inability of Nerdy to adequately protect its intellectual property; (4) any security breaches, loss of data or other disruptions; (5) any loss of key employees, including Nerdy's founder and Chief Executive Officer; (6) effects on TPG Pace's public securities' liquidity and trading; (7) the market's reaction to the proposed business combination; (8) the lack of a market for TPG Pace's securities; (9) TPG Pace's financial performance following the proposed business combination; (10) costs related to the proposed business combination; (11) changes in applicable laws or regulations; (12) the possibility that the novel coronavirus ("COVID-19") may hinder TPG Pace's ability to consummate the business combination; (13) the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows of TPG Pace or Nerdy; (14) the possibility that TPG Pace or Nerdy may be adversely affected by other economic, business, and/or competitive factors; and (15) other risks and uncertainties indicated from time to time in documents filed or to be filed with the SEC by TPG Pace. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact TPG Pace's expectations and projections can be found in TPG Pace's initial public offering prospectus, which was filed with the SEC on October 8, 2020. In addition, TPG Pace's periodic reports and other SEC filings are available publicly on the SEC's website at www.sec.gov.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except in a transaction exempt from registration under the Securities Act or by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and applicable regulations in the Cayman Islands.

Important Information For Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

In connection with the proposed business combination, TPG Pace will file a registration statement on Form S-4 and the related proxy statement/prospectus with the SEC. Additionally, TPG Pace will file other relevant materials with the SEC in connection with the proposed business combination. The materials to be filed TPG Pace with the SEC may be obtained free of charge at the SEC's website at www.sec.gov. Investors and security holders of TPG Pace are urged

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to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination.

Participants in the Solicitation

TPG Pace, Nerdy and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of TPG Pace's shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of TPG Pace's executive officers and directors in the solicitation by reading TPG Pace's initial public offering prospectus, which was filed with the SEC on October 8, 2020, and the proxy statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Other information concerning the interests of participants in the solicitation, which may, in some cases, be different than those of their shareholders generally, will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available.

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