Nerdy Inc. (Form: S-8, Received: 11/29/2021 17:22:35)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on November 29, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

NERDY INC.

(Exact name of registrant as specified in its charter)

Delaware

98-1499860

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Nerdy Inc.

101 S. Hanley Rd., Suite 300

St. Louis, MO 63105

Telephone: (314) 412-1227

(Address of Principal Executive Offices)

NERDY INC. 2021 EQUITY INCENTIVE PLAN (THE “2021 PLAN”)

NERDY INC. 2016 U.S. UNIT APPRECIATION RIGHTS PLAN (THE “U.S. PLAN”)

NERDY INC. 2016 CANADIAN UNIT APPRECIATION RIGHTS PLAN (THE “CANADIAN PLAN”)

(Full Title of the Plans)

Charles Cohn

Chief Executive Officer

Nerdy Inc.

101 S. Hanley Rd., Suite 300

St. Louis, MO 63105

(314) 412-1227

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John M. Mutkoski

Jocelyn M. Arel

Evyn W. Rabinowitz

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered⁽¹⁾	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class A Common Stock, $0.0001 par value per share pursuant to the 2021 Plan	27,774,924 shares⁽²⁾	$6.17⁽³⁾	$171,371,281⁽³⁾	$15,886
Class A Common Stock, $0.0001 par value per share pursuant to the U.S. Plan	6,782,721 shares ⁽⁴⁾	$6.17⁽⁵⁾	$41,849,389(5)	$3,880
Class A Common Stock, $0.0001 par value per share pursuant to the Canadian Plan	845,062 shares ⁽⁶⁾	$6.17⁽⁷⁾	$5,214,033⁽⁷⁾	$483
Total			$218,434,703	$20,249

(1)	Represents total shares of common stock currently being reserved for future issuance under the 2021 Plan, the U.S. Plan and the Canadian Plan.

(2)	Represents 27,774,924 shares of common stock reserved for future issuance under the 2021 Plan.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on the average of the high and low sale prices of Nerdy Inc.’s common stock as reported on the New York Stock Exchange (the “NYSE”) as of November 24, 2021 (such date being within five business days of the date that this Registration Statement was filed with the Securities and Exchange Commission (the “Commission”)).

(4)	Represents 6,782,721 shares of common stock reserved for future issuance pursuant to the number of shares of common stock converted from the vested and unvested units that remained outstanding under the U.S. Plan, as of the effective date.

(5)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on the average of the high and low sale prices of Nerdy Inc.’s common stock as reported on the NYSE as of November 24, 2021 (such date being within five business days of the date that this Registration Statement was filed with the Commission).

(6)	Represents 845,062 shares of common stock reserved for future issuance pursuant to the number of shares of common stock converted from the vested and unvested units that remained outstanding under the Canadian Plan, as of the effective date.

(7)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on the average of the high and low sale prices of Nerdy Inc.’s common stock as reported on the NYSE as of November 24, 2021 (such date being within five business days of the date that this Registration Statement was filed with the Commission).

Proposed sales to take place as soon after the effective date of the Registration Statement as awards are granted, exercised or distributed under the above named plans, as practical.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in this Item 2 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission:


(a)		The prospectus filed by the registrant with the Commission pursuant to Rule 424(b) under the Securities Act, on October 15, 2021, relating to the Registration Statement on Form S-1, as amended (File No. 333-260266), which became effective as of October 25, 2021 and contains the registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;

(b)		The registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2021 (as filed with the Commission on November 15, 2021), June 30, 2021 (as filed with the Commission on August 11, 2021) and March 31, 2021 (as filed with the Commission on May 14, 2021);

(c)		The description of the registrant’s common stock contained in the registrant’s registration statement on Form 8-A (File No. 333-248594 ) filed by the registrant with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on October 6, 2020, including any amendments or reports filed for the purpose of updating such description; and

(d)		The registrant’s Current Reports on Form 8-K filed with the Commission on September 24, 2021, September 16, 2021, August 23, 2021, August 12, 2021, July 19, 2021, May 7, 2021 and January 29, 2021 (other than information furnished rather than filed).

All documents that the registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

Additionally, our Certificate of Incorporation limits the liability of our directors to the fullest extent permitted by the DGCL, and our Bylaws provide that we will indemnify them to the fullest extent permitted by such law. We have entered into and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. Under the terms of such indemnification agreements, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the state of Delaware, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was our director or officer or was serving at our request in an official capacity for another entity. We must indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements also require us, if so requested, to advance all fees, expenses and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

EXHIBIT INDEX


Exhibit No.		Description

3.1		Certificate of Incorporation of Nerdy Inc. (incorporated by reference to Exhibit 3.1 filed with Nerdy’s Form 8-K filed by Nerdy on September 24, 2021 (File No. 001-39595)).

3.2		Bylaws of Nerdy Inc. (incorporated by reference to Exhibit 3.2 filed with Nerdy’s Form 8-K filed by Nerdy on September 24, 2021 (File No. 001-39595)).

4.1		Registration Rights Agreement (incorporated by reference to Exhibit 10.1 filed with Nerdy’s Form 8-K filed by Nerdy on September 24, 2021 (File No. 001-39595).

4.2		Warrant Agreement, dated as of October 9, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 filed with TPG Pace’s Form 8-K filed by TPG Pace on October 13, 2020 (File No. 001-39595)).

5.1*		Opinion of Goodwin Procter LLP.

23.1*		Consent of KPMG LLP, independent registered accounting firm for TPG Pace.

23.2*		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Nerdy.

23.3*		Consent of Goodwin Procter LLP (included in Exhibit 5.1).

24.4*		Power of Attorney (included on signature page).

99.1		Nerdy Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 filed with Nerdy’s Form 8-K filed by Nerdy on September 24, 2021 (File No. 001-39595)).

99.2*		2016 U.S. Unit Appreciation Rights Plan.

99.3*		2016 Canadian Unit Appreciation Rights Plan.

99.4		Restricted Stock Unit Award Agreement for Company Employees under the Nerdy 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 filed with Nerdy’s Form 8-K filed by Nerdy on September 24, 2021 (File No. 001-39595)).

99.5		Form Restricted Stock Unit Award Agreement for Consultants under the Nerdy 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 filed with Nerdy’s Form 8-K filed by Nerdy on September 24, 2021 (File No. 001-39595)).

*	Filed herewith.

Item 9. Undertakings.

(a) The registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 29^th day of November, 2021.


NERDY INC.

By:		/s/ Charles Cohn
		Charles Cohn
		Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Charles Cohn and Jason Pello as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following person in the capacities and on the date indicated below.


Name	Title	Date

/s/ Charles Cohn Charles Cohn	Director and Chief Executive Officer (Principal Executive Officer)	November 29, 2021

/s/ Jason Pello Jason Pello	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 29, 2021

/s/ Catherine Beaudoin	Director	November 29, 2021
Catherine Beaudoin

/s/ Erik Blachford	Director	November 29, 2021
Erik Blachford

/s/ Rob Hutter	Director	November 29, 2021
Rob Hutter


/s/ Christopher Marshall	Director	November 29, 2021
Christopher Marshall

/s/ Greg Mrva	Director	November 29, 2021
Greg Mrva

/s/ Kathleen Philips	Director	November 29, 2021
Kathleen Philips

Exhibit 5.1

November 29, 2021

Nerdy Inc.

101 S. Hanley Rd., Suite 300

St. Louis, MO, 63105

Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 35,402,707 shares (the “Shares”) of Common Stock, $0.0001 par value per share (“Common Stock”), of Nerdy Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the 2021 Equity Incentive Plan, 2016 U.S. Unit Appreciation Rights Plan, and 2016 Canadian Unit Appreciation Rights Plan (the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below.We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.


Very truly yours,

		/S/ GOODWIN PROCTER LLP

		GOODWIN PROCTER LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated February 16, 2021, except as to Notes 3 and 10, which are as of May 14, 2021, with respect to the financial statements of TPG Pace Tech Opportunities Corp., incorporated herein by reference.

/s/ KPMG LLP

Fort Worth, Texas

November 29, 2021

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent of the incorporation by reference in this Registration Statement on Form S-8 of Nerdy Inc. of our report dated March 19, 2021 relating to the financial statements of Live Learning Technologies LLC d/b/a Nerdy, which appears in the Registration Statement on Form S-1 (No. 333-260266) of Nerdy Inc.

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri

November 29, 2021

Exhibit 99.2

VARSITY TUTORS LLC

2016 U.S. UNIT APPRECIATION RIGHTS PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Varsity Tutors LLC 2016 U.S. Unit Appreciation Rights Plan (the “Plan”). The purpose of the Plan is to encourage and enable the employees of Varsity Tutors LLC, a Missouri limited liability company (including any successor entity, the “Company”) and its Subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to align the interests of such individuals with the equity holders of the Company. It is anticipated that providing such persons with such a stake in the Company’s welfare will assure a closer identification of their interests with those of the Company’s equity holders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

“Affiliate” of any Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned Person. A Person shall be deemed to control another Person if such first Person possesses directly or indirectly the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, by contract or otherwise.

“Award Agreement” means a written agreement setting forth the terms and provisions applicable to an award of Unit Appreciation Rights granted under the Plan. Each Award Agreement may contain terms and conditions in addition to those set forth in the Plan; provided, however, in the event of any conflict in the terms of the Plan and the Award Agreement, the terms of the Plan shall govern.

“Board” means the Board of Managers of the Company.

“Cause” shall have the meaning set forth in the applicable Participant’s employment agreement with the Company or its Affiliate, or, if the Participant does not have such an employment agreement or it does not define “Cause,” a termination for “Cause” shall mean a termination of a Participant’s employment with the Company or any of its Subsidiaries for any of the following reasons: (i) the willful misconduct or negligence of such Participant with respect to the Company, any of its Subsidiaries or any of its customers, vendors or employees, or the repeated failure of such Participant to abide by directives provided in good faith to such Participant by the Board or the board of directors of the applicable Subsidiary or any supervisor of such Participant; (ii) any breach by such Participant of (A) his or her fiduciary duties to the Company or the applicable Subsidiary or (B) any material term of such Participant’s employment agreement (or any agreement referenced therein or other written agreement between Participant or the Company, including any noncompetition, nonsolicitation, inventions, proprietary rights and confidentiality agreement); (iii) any indictment, commission, conviction or plea of guilty or no contest (also known as “nolo contendre”) of or by (as applicable) such

Participant for any felony or other crime of dishonesty or moral turpitude or of any other act or omission involving dishonesty or fraud with respect to the Company, any of its Subsidiaries or any of its customers, vendors or employees; (iv) such Participant’s failure to abide by the policies or procedures of the Company and any applicable Subsidiary (including, but not limited to, nondiscrimination and sexual harassment policies) as approved by the Board from time to time; (v) conduct which could reasonably be expected to bring the Company or any of its Subsidiaries into substantial public disgrace or disrepute or (vi) illegal possession or use of any controlled substance.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Committee” means the Committee of the Board referred to in Section 2.

“Effective Date” means the date on which the Plan is adopted as set forth on the final page of the Plan.

“Fair Market Value” of a Unit on any given date means the fair market value of a Unit determined in good faith by the Committee based on the reasonable application of a reasonable valuation method not inconsistent with Section 409A of the Code. If the Units are admitted to trade on a national securities exchange, the determination shall be made by reference to the closing price reported on such exchange. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price. If the date for which Fair Market Value is determined is the first day when trading prices for the Units are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering.

“Full-Time Employee” means an employee who is regularly-scheduled to work 30 hours or more per week with the Company or any Subsidiary.

“Good Reason” for any Participant’s resignation of employment or consultancy with the Company or any of its Subsidiaries shall have the meaning set forth in the applicable Participant’s employment agreement the Company or its Affiliate, or, if the Participant does not have such an employment agreement or it does not define “Good Reason” shall mean the occurrence of any of the following events without such Participant consent: (i) a material reduction in such Participant’s base salary other than in connection with a salary reduction plan or process similarly affecting other employees of the Company and its Subsidiaries at the same level of such Participant within the then-existing organizational structure of the Company and its Subsidiaries; or (ii) a relocation of such Participant’s principal place of employment to a location in excess of the mileage limitation set forth in such Participant’s employment agreement with the Company or the applicable Subsidiary, or if not so identified, thirty (30) miles. A resignation by any Participant under any other circumstance or for any other reason will be a resignation without “Good Reason.” Moreover, a resignation by any Participant shall not be considered to be a resignation for Good Reason unless the Company or the applicable Subsidiary fails to remedy such event within thirty (30) days after receiving written notice from such Employee setting forth in reasonable detail the acts supporting such Employee’s basis claiming resignation for Good Reason.

“Grant Date” means the date that the Committee designates in its approval of an award of Unit Appreciation Rights in accordance with applicable law as the date on which the award of Unit Appreciation Rights is granted, which date may not precede the date of such Committee approval.

“Initial Public Offering” means the consummation of the first fully underwritten, firm commitment public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale by the Company of its equity securities, as a result of or following which the Units (or the stock into which the Units were converted prior to such Initial Public Offering) shall be publicly held.

“LLC Agreement” means the Third Amended and Restated Operating Agreement of the Company, dated as of June 17, 2015, as may be amended from time to time.

“Minimum Service Requirement” means, as of a determination date, that a Participant has completed at least 1,500 hours of service with the Company or any Subsidiary in the prior 365 days.

“Participant” means a person who has received an award of Unit Appreciation Rights under this Plan.

“Person” shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.

“Sale of the Company” the consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), (iv) the acquisition of all or a majority of the outstanding voting stock of the Company in a single transaction or a series of related transactions by a Person or group of Persons, or (v) any other acquisition of the business of the Company, as determined by the Board; provided, however, that the Company’s Initial Public Offering, any subsequent public offering or another capital raising event, or a merger effected solely to change the Company’s domicile shall not constitute a “Sale of the Company.”

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Service Relationship” means service to the Company or any Subsidiary or any successor entity as a Full-Time Employee. For the avoidance of doubt, a Service Relationship shall be deemed to cease in the event an individual is no longer a Full-time Employee. A Participant’s Service Relationship shall not be deemed terminated if such Participant is on an approved leave of absence; provided that the Committee reserves the right to modify the vesting schedule in its sole discretion in connection with such leave of absence.

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has more than a 50 percent interest, either directly or indirectly.

“Unit” means a Common Unit of the Company, subject to adjustments pursuant to Section 3.

“Unit Appreciation Right” means an award entitling the recipient to receive Units having a value equal to the excess of the Fair Market Value of one Unit on the date of exercise over the base value for the Unit Appreciation Right multiplied by the number of Units with respect to which the Unit Appreciation Right shall have been exercised.

SECTION 2.

ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS AND DETERMINE AWARDS

(a) Administration of Plan. The Plan shall be administered by the Board, or at the discretion of the Board, by a committee of the Board, comprised of not less than two managers. All references herein to the “Committee” shall be deemed to refer to the group then responsible for administration of the Plan at the relevant time (i.e., either the Board or a committee or committees of the Board, as applicable).

(b) Powers of Committee. The Committee shall have the power and authority to grant Unit Appreciation Rights consistent with the terms of the Plan, including the power and authority:

(i) to select the Participants under the Plan;

(ii) to determine the time or times of grant, and the number of Unit Appreciation Rights, granted to any one or more Participants;

(iii) to determine the base value relating to Unit Appreciation Rights hereunder, which shall be no less than the Fair Market Value as of the Grant Date;

(iv) to determine and, subject to Section 8, to modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Unit Appreciation Rights, which terms and conditions may differ among individual awards and Participants, and to approve the form of Award Agreements;

(v) subject to compliance with Section 409A, to accelerate at any time the exercisability and/or vesting of all or any portion of any Unit Appreciation Right;

(vi) to impose any limitations on Unit Appreciation Rights and to exercise rights or obligations of the Company with respect thereto; and

(vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any award of Unit Appreciation Rights (including Award Agreements); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

All decisions and interpretations of the Committee shall be binding on all persons, including the Company and all holders of Unit Appreciation Rights hereunder.

(c) Award Agreement. Unit Appreciation Rights under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each such award of Unit Appreciation Rights.

(d) Indemnification. Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s governing documents, including its certificate of incorporation or bylaws, or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

(e) Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and any Subsidiary operate or have employees or other individuals eligible for Unit Appreciation Rights, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries, if any, shall be covered by the Plan; (ii) determine which individuals, if any, outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Unit Appreciation Right granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitation contained in Section 3(a) hereof; and (v) take any action, before or after a Unit Appreciation Right is granted, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals.

SECTION 3.

UNITS UNDERLYING UNIT APPRECIATION RIGHTS UNDER THE PLAN; MERGERS AND OTHER TRANSACTIONS; SUBSTITUTION

(a) Unit Appreciation Rights Issuable. The maximum number of Unit Appreciation Rights issuable under the Plan shall be 3,064,443, subject to adjustment as provided in Section 3(b). For purposes of this limitation, the Unit Appreciation Rights (or Units underlying such Unit Appreciation Rights) that are forfeited or canceled without payment or otherwise terminated (other than by exercise) shall be added back and available for issuance under the Plan.

(b) Changes in Units; Certain Transactions. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, unit dividend, unit split, reverse unit split or other similar change in the Company’s units, the outstanding Units are increased or decreased or are exchanged for a different number or kind of units or other securities of the Company, or additional Units or new or different units or other securities of the Company or other non-cash assets are distributed with respect to such Units or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, or in connection with the Company’s Initial Public Offering the outstanding Units are converted into or exchanged for other securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee may, in its sole and absolute discretion, make an appropriate and equitable proportionate adjustment in (i) the maximum number of Units reserved for Awards under the Plan, (ii) the number and kind of Units or other securities subject to any then outstanding Awards under the Plan and (iii) the base value for each Unit Appreciation Right under the Plan, without changing the aggregate base value (i.e., the base value multiplied by the number of Unit Appreciation Rights) with respect to such Unit Appreciation Rights. The Committee shall in any event make such adjustments as may be required by Section 25102(o) of the California Corporation Code and the rules and regulations promulgated thereunder. The adjustment by the Committee (if any) shall be (A) subject to the immediately preceding sentences, structured to maintain, in all material respects, the material economic terms of the Unit Appreciation Rights in effect as of immediately prior to the particular transaction or event and (B) final, binding and conclusive. No fractional Units shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional units.

(i) Upon consummation of a Sale of the Company, the Plan and all outstanding Unit Appreciation Rights granted hereunder shall terminate. Notwithstanding the foregoing, and except as provided in (ii), below, in the sole discretion of the parties to the Sale of the Company, the parties may provide for the assumption or continuation by the successor entity of the Plan and Unit Appreciation Rights theretofore granted, or the substitution of such Unit Appreciation Rights with new awards of the successor entity or parent thereof, with an equitable or proportionate adjustment as to the number and kind of securities and, if appropriate, the per unit base value, as such parties shall agree in their sole discretion (after taking into account any acceleration as determined by the Committee in its sole discretion). In connection with any Sale of the Company in which all of the consideration is cash, the parties to any such Sale of the Company may also provide that some or all outstanding Unit Appreciation Rights that would otherwise not be fully vested and exercisable (or deemed exercised in connection with such Sale of the Company) in full after giving effect to the Sale of the Company will be converted into the right to receive the consideration payable to holders of Units in the Sale of the Company (net of the applicable base value), subject to any remaining vesting provisions relating to such Unit Appreciation Rights and the other terms and conditions of the Sale of the Company (such as indemnification obligations and purchase price adjustments) to the extent provided by the parties and the further provisions set forth in Section (ii) below.

(ii) Notwithstanding anything to the contrary herein, unless otherwise provided by the Committee in an Award Agreement or otherwise, immediately prior to such Sale of the Company, any Unit Appreciation Rights that are vested (or that shall become vested in connection with such Sale of the Company) shall be deemed exercised by all applicable Participants and shall terminate upon the effective time of such Sale of the Company, and the applicable Participants shall be eligible to receive an amount per vested Unit Appreciation Right so exercised equal to the positive difference (if any) between (A) the Fair Market Value as determined by the Committee of the consideration payable, or otherwise to be received by unitholders, per Unit pursuant to such Sale of the Company and (B) the base value of such Unit Appreciation Right, subject to the other terms and conditions of the Sale of the Company (such as indemnification obligations, escrows, holdbacks, earnouts and purchase price adjustments) to the extent provided by the parties.

SECTION 4.

ELIGIBILITY

Participants under the Plan will be such Full-Time Employees of the Company and any Subsidiary who are selected from time to time by the Committee in its sole discretion; provided, however, that Unit Appreciation Rights shall be granted only to those individuals described in Rule 701(c) of the Securities Act.

SECTION 5.

UNIT APPRECIATION RIGHTS

(a) Award of Unit Appreciation Rights. Upon the grant of a Unit Appreciation Right, the Company and the Participant must enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual awards of Unit Appreciation Rights and Participants.

(b) Terms of Unit Appreciation Rights. The Committee in its discretion may grant Unit Appreciation Rights to those individuals who meet the eligibility requirements of Section 4. Unit Appreciation Rights shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable.

(i) Base Value. The base value per Unit Appreciation Right shall be determined by the Committee at the time of grant but shall not be less than 100 percent of the Fair Market Value on the Grant Date.

(ii) Term of Unit Appreciation Rights. The term of each Unit Appreciation Right shall be fixed by the Committee, but no Unit Appreciation Right shall be exercisable more than ten years from the Grant Date.

with Section 3(c)(ii), above) or the Company’s Initial Public Offering. The Committee, in its sole discretion and, subject to compliance with Section 409A, may elect to accelerate the exercisability of any Unit Appreciation Rights and/or deem any such Unit Appreciation Right to be exercised in connection with an Initial Public Offering, in connection with a termination of the Participant’s Service Relationship or in connection with any other event.

(iv) Rights as a Member. A Participant shall have the rights of a unitholder only as to Units received upon the exercise of such Unit Appreciation Rights and not as to unexercised Unit Appreciation Rights. A Participant shall have only those rights set forth in this Plan and the Award Agreement with respect to an award of Unit Appreciation Rights and shall have no ownership rights in the Company (including, without limitation, with respect to voting or the right to receive dividends or distributions) by virtue of having been awarded Unit Appreciation Rights. A Participant shall not be deemed to have acquired any Units unless and until a Unit Appreciation Right shall have been exercised pursuant to the terms of the Award Agreement and this Plan and the Participant’s name has been entered on the books of the Company as a member.

(c) Termination. Any Unit Appreciation Rights that are not vested on the date of termination of Participant’s Service Relationship shall immediately expire and be null and void unless otherwise determined by the Committee in its sole discretion or as otherwise provided in an Award Agreement.

SECTION 6.

TRANSFER RESTRICTIONS

(a) Restrictions on Transfer of Unit Appreciation Rights. A Participant’s rights in an interest under the Plan or with respect to any Unit Appreciation Right may not be sold, assigned or otherwise transferred, otherwise than by will or by the laws of descent and distribution in the event of the Participant’s death, and all obligations, limitations and restrictions under the Plan and the applicable Award Agreement shall apply to any Person who obtains any interest in an Award under such laws as a “Participant.”

(b) Units. No Units acquired upon exercise of a Unit Appreciation Right shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with applicable law and the Company’s LLC Agreement. The Committee reserves the right to require, as an additional condition to exercise, that the Participant agree to be subject to a right of first refusal in favor of the Company or its assignee or a right of repurchase in favor of the Company.

(c) Lockup Provision. If requested by the Company, a Participant shall not sell or otherwise transfer or dispose of any Units (including, without limitation, pursuant to Rule 144 under the Securities Act) held by him or her for such period following the effective date of a public offering by the Company of its equity securities as the Company shall specify reasonably and in good faith. If requested by the underwriter engaged by the Company, each Participant shall execute a separate letter confirming his or her agreement to comply with this Section.

(d) Adjustments for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reclassification, unit dividend, unit split, reverse unit split or other similar change in the Units, the outstanding Units are increased or decreased or are exchanged for a different number or kind of securities of the Company, the restrictions contained in this Section shall apply with equal force to additional and/or substitute securities, if any, received by Participant in exchange for, or by virtue of his or her ownership of, Units.

SECTION 7.

TAX WITHHOLDING

(a) Payment by Grantee. Each Participant shall, no later than the date as of which the value of an Award or of any Units or other amounts received thereunder first becomes includable in the gross income of the Participant for income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and any Subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

(b) Payment in Units. The Company’s minimum required tax withholding obligation may be satisfied, in whole or in part, by the Company withholding from Units to be issued pursuant to an Award a number of Units having an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due.

SECTION 8.

AMENDMENTS AND TERMINATION

The Board may amend or terminate this Plan and/or amend, cancel any outstanding Unit Appreciation Rights hereunder at any time or from time to time; provided, however, that no such amendment or termination shall in any material adverse way affect the rights of a Participant with respect to Unit Appreciation Rights awarded prior to the date of amendment or termination without the written consent of such affected Participant.

SECTION 9.

STATUS OF PLAN

With respect to Unit Appreciation Rights under the Plan, a Participant shall have no rights greater than those of a general creditor of the Company. Such awards under the Plan shall not constitute or be treated as property or as a trust fund of any kind or as units, unit options or other form of equity or security of the Company or any other entity. A Participant shall have only those rights set forth in this Plan and the Award Agreement with respect to Unit Appreciation Rights awarded to such Participant and shall have no ownership rights in the Company by virtue of having been granted Unit Appreciation Rights. Any benefits which become payable hereunder shall be paid from the general assets of the Company.

SECTION 10.

SECTION 409A

The Awards granted hereunder are intended to be “stock rights” that do not provide for a deferral of compensation (within the meaning of Section 409A of the Code), exempt from Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to any grantee under the Plan or any other Person with respect to any penalties or taxes under Section 409A that are, or may be, imposed with respect to any Award.

SECTION 11.

GENERAL PROVISIONS

(a) No Distribution; Compliance with Legal Requirements. The Committee may require each person acquiring Units pursuant to a Unit Appreciation Right to represent to and agree with the Company in writing that such person is acquiring the Units without a view to distribution thereof. No Units shall be issued pursuant to a Unit Appreciation Right until all applicable securities law and other legal and stock exchange or similar requirements have been satisfied. The Committee may require the placing of such stop-orders and restrictive legends on Units and awards as it deems appropriate.

(b) No Employment Rights. The adoption of the Plan and the grant of Unit Appreciation Rights do not confer upon any Person any right to continued employment or Service Relationship with the Company or any Subsidiary.

(c) Enforceability. If any portion or provision of this Plan shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Plan, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Plan shall be valid and enforceable to the fullest extent permitted by law.

(d) Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Plan, or the waiver by any party of any breach of this Plan, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

(e) Notices. Any notices, requests, demands, and other communications provided for by this Plan shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to a Participant at the last address the Participant has filed in writing with the Company, or to the Company at its main office, attention of the Committee.

SECTION 12.

EFFECTIVE DATE OF PLAN

The Plan shall become effective upon adoption by the Board. No Unit Appreciation Rights may be awarded hereunder after the tenth anniversary of the date the Plan is adopted by the Board.

SECTION 13.

GOVERNING LAW

This Plan, all Unit Appreciation Rights and related Award Agreements, and any controversy arising out of or relating thereto shall be governed by and construed in accordance with the laws of the State of Missouri without regard to conflict of law principles that would result in the application of any law other than the law of the State of Missouri.

DATE ADOPTED BY THE BOARD OF MANAGERS: JUNE 22, 2016

LIVE LEARNING TECHNOLOGIES, LLC

AMENDMENT NO. 1 TO THE

2016 U.S. UNIT APPRECIATION RIGHTS PLAN

The 2016 U.S. Unit Appreciation Rights Plan (the “Plan”) is hereby amended as follows:

1. The definition of “Initial Public Offering” is hereby amended and restated in its entirety as follows:

“‘Initial Public Offering’ means (i) the consummation of the first fully underwritten, firm commitment public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale by the Company of its equity securities, as a result of or following which the Units (or the stock into which the Units were converted prior to such Initial Public Offering) shall be publicly held or (ii) a transaction or series of related transactions which constitute the acquisition of the Company by, or merger of the Company with, a special purpose acquisition company, an affiliate thereof, or a new holding company that will combine with the Company and a special purpose acquisition company and which results in the Company, or the entity that acquires or merges with the Company, being listed on a nationally recognized stock exchange, or such other transaction as the Committee determines to be of similar effect (this clause (ii), a “SPAC Transaction”).”

2. A new Section 3(d) of the Plan is hereby added following Section 3(c) as follows:

“(d) SPAC Transaction. In connection with a SPAC Transaction, in the sole discretion of the parties to the SPAC Transaction, the parties may provide for the assumption or continuation by the successor entity of the Plan and Unit Appreciation Rights theretofore granted, or the substitution of such Unit Appreciation Rights with new awards of the successor entity or parent thereof, with an equitable or proportionate adjustmentas to the number and kind of securities and, if appropriate, the per unit base value, as such parties shall agree in their sole discretion (after taking into account any acceleration as determined by the Committee in its sole discretion). Notwithstanding anything to the contrary herein, immediately prior to SPAC Transaction, the Company shall have the right, but not the obligation, to cancel any Unit Appreciation Rights in exchange for a payment, in cash or in kind, equal to an amount per Unit Appreciation Right equal to the positive difference (if any) between (A) the Fair Market Value as determined by the Committee of a Unit and (B) the base value of such Unit Appreciation Right. The Committee need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Committee may take different actions with respect to the vested and unvested portions of an Award.”

ADOPTED BY BOARD OF DIRECTORS: January 28^th, 2021

Exhibit 99.3

VARSITY TUTORS LLC

2016 CANADIAN UNIT APPRECIATION RIGHTS PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Varsity Tutors LLC 2016 Canadian Unit Appreciation Rights Plan (the “Plan”). The purpose of the Plan is to encourage certain Canadian Consultants of Varsity Tutors LLC, a Missouri limited liability company (including any successor entity, the “Company”) and its Subsidiaries, to align the interests of such Consultants with the equity holders of the Company. It is anticipated that providing such Consultants with such a stake in the Company’s welfare will assure a closer identification of their interests with those of the Company’s equity holders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to continue their Service Relationships with the Company.

The following terms shall be defined as set forth below:

“Awards” means awards of Unit Appreciation Rights granted under the Plan

“Base Value” means the base value of a Unit Appreciation Right as determined under paragraph 5(b)(i) hereof.

“Board” means the Board of Managers of the Company.

“Cause” shall have the meaning set forth in the applicable Participant’s consulting agreement with the Company or its Affiliate, or, if the Participant does not have such a consulting agreement or it does not define “Cause,” a termination for “Cause” shall mean the termination of the Participant’s Service Relationship for any of the following reasons: (i) the willful misconduct or negligence of such Participant with respect to the Company, any of its Subsidiaries or any of its customers, vendors or employees, or the repeated failure of such Participant to abide by directives provided in good faith to such Participant by the Company or the applicable Subsidiary; (ii) any breach by such Participant of any material term of such Participant’s consulting agreement (or any agreement referenced therein or other written

agreement between Participant or the Company); (iii) any indictment, commission, conviction or plea of guilty of or by (as applicable) such Participant or the individual authorized to provide services to the Company or the applicable Subsidiary on behalf of such Participant for any indictable offense or other crime of dishonesty or moral turpitude, or of any other act or omission involving dishonesty or fraud with respect to the Company, any of its Subsidiaries or any of its customers, vendors or employees; (iv) such Participant’s failure to abide by any applicable policies or procedures of the Company and any applicable Subsidiary (including, but not limited to, non-discrimination and harassment policies) as approved by the Company or Subsidiary from time to time; or (v) conduct which could reasonably be expected to bring the Company or any of its Subsidiaries into substantial public disgrace or disrepute.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Committee” means the Committee of the Board referred to in Section 2.

“Consultant” means a Person or corporation, other than an employee, officer or director of the Company or any of its Subsidiaries, resident in Canada for purposes of the ITA that (i) is engaged to provide services to the Company or its Subsidiaries, (ii) provides the services under a written contract with the Company or a Subsidiary, and (iii) spends or will spend a significant amount of time and attention on the affairs and business of the Company or a Subsidiary and includes, for an individual consultant, a corporation resident in Canada for purposes of the ITA of which the individual consultant is an employee or shareholder.

“Effective Date” means the date on which the Plan is adopted as set forth on the final page of the Plan.

“ITA” means the Income Tax Act (Canada), as amended from time to time.

“Initial Public Offering” means the consummation of the first fully underwritten, firm commitment public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale by the Company of its equity securities, as a result of or following which the Units (or the stock into which the Units were converted prior to such Initial Public Offering) shall be publicly held.

“LLC Agreement” means the Third Amended and Restated Operating Agreement of the Company, dated as of June 17, 2015, as may be amended from time to time.

“Minimum Service Requirement” means, as of a determination date, that a Participant has billed or invoiced the Company or any of its Subsidiaries an average of $6,000 per month in U.S. Dollars for the immediately preceding the 12-month period ending on the determination date, in respect the Participant’s services to the Company or any of its Subsidiaries as a Consultant.

“Participant” means a Person who has received an award of Unit Appreciation Rights under this Plan.

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Service Relationship” means service to the Company or any Subsidiary or any successor entity as a Consultant. For the avoidance of doubt, a Service Relationship shall be deemed to cease in the event a Participant is no longer a Consultant.

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has more than a 50 percent interest, either directly or indirectly.

“Unit” means a Common Unit as defined in the LLC Agreement of the Company, subject to adjustments pursuant to Section 3.

“Unit Appreciation Right” means an award entitling the recipient to receive Units having an aggregate fair market value equal to the aggregate of (i) the excess of the Fair Market Value of one Unit on the date of exercise over the Base Value for the Unit Appreciation Right multiplied by (ii) the number of Unit Appreciation Rights which shall have been exercised.

SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS AND DETERMINE AWARDS

(b) Powers of Committee. The Committee shall have the power and authority to grant Unit Appreciation Rights consistent with the terms of the Plan, including the power and authority:

(i) to select the Participants under the Plan;

(ii) to determine the time or times of grant, and the number of Unit Appreciation Rights, granted to any one or more Participants;

(iii) to determine the Base Value relating to Unit Appreciation Rights hereunder, which shall be no less than 100 percent of the Fair Market Value a Unit on the Grant Date of a Unit Appreciation Right;

(v) subject to compliance with Section 409A, to accelerate at any time the exercisability and/or vesting of all or any portion of any Unit Appreciation Right;

(vi) to impose any limitations on Unit Appreciation Rights and to exercise rights or obligations of the Company with respect thereto; and

All decisions, determinations and interpretations of the Committee shall be final, conclusive and binding on all persons, including the Company and all holders of Unit Appreciation Rights hereunder.

(e) Applicable Laws.

(i) The Committee may take such steps and require such other documentation from Participants as the Committee may determine are desirable to ensure compliance with all corporate, securities or other applicable laws and legal requirements (whether Canadian or foreign, federal, provincial or state) applicable in relation to the implementation and administration of the Plan and the matters contemplated herein (collectively, the “Applicable Laws”).

(ii) Without limiting the generality of the foregoing or any other provision hereof, the Company may require such documentation or information from Participants, and take such actions (including disclosing or providing such documentation or information to others), as the Committee may from time to time determine are necessary or desirable to ensure compliance with all Applicable Laws including any applicable provisions of the ITA, the Code and the rules and authority thereunder, as the same may from time to time be amended, the terms of the Plan, the terms of any Award Agreement and any other agreement, indenture or other instrument to which the Company is subject or is a party.

(iii) Each Participant shall provide the Company with all information (including personal information) and undertakings as may be required in connection with the administration of the Plan and compliance with Applicable Laws and applicable provisions of income tax laws. The Company may from time to time disclose or provide access to such information to any administrator or administrative agent or other third party service provider that may be retained from time to time by the Company, in connection with the administration of the Plan or administrative functions under the Plan and, by participating in the Plan, each Participant acknowledges, agrees and consents to information being disclosed or provided to others as contemplated in this Section 2(e).

SECTION 3. UNITS UNDERLYING UNIT APPRECIATION RIGHTS UNDER THE PLAN; MERGERS AND OTHER TRANSACTIONS; SUBSTITUTION

(a) Unit Appreciation Rights Issuable. The maximum number of Unit Appreciation Rights issuable under the Plan shall be 950,000, subject to adjustment as provided in Section 3(b), provided, however, for purposes of this limitation, the Unit Appreciation Rights that are canceled without payment or otherwise terminated (other than by exercise) shall be added back and available for issuance under the Plan.

(b) Changes in Units; Certain Transactions. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, unit dividend, unit split, reverse unit split or other similar change in the Company’s units, the outstanding Units are increased or decreased or are exchanged for a different number or kind of units or other securities of the Company, or additional Units or new or different units or other securities of the Company or other non-cash assets are distributed with respect to such Units or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, or in connection with the Company’s Initial Public Offering the outstanding Units are converted into or exchanged for other securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee may, in its sole and absolute discretion, make an appropriate and equitable proportionate adjustment in (i) the maximum number of Units reserved for Awards under the Plan, (ii) the number and kind of Units or other securities subject to any then outstanding Awards under the Plan and (iii) the Base Value for each Unit Appreciation Right under the Plan, without changing the aggregate Base Value (i.e., the Base Value multiplied by the number of Unit Appreciation Rights) with respect to such Unit Appreciation Rights. The adjustment by the Committee (if any) shall be (A) subject to the immediately preceding sentences, structured to maintain, in all material respects, the material economic terms of the Unit Appreciation Rights in effect as of immediately prior to the particular transaction or event and (B) final, binding and conclusive. No fractional Units shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional units.

(i) Upon consummation of a Sale of the Company, the Plan and all outstanding Unit Appreciation Rights granted hereunder shall terminate. Notwithstanding the foregoing, and except as provided in (ii), below, in the sole discretion of the parties to the Sale of the Company, the parties may provide for the assumption or continuation by the successor entity of the Plan and Unit Appreciation Rights theretofore granted, or the substitution of such Unit Appreciation Rights with new awards of the successor entity or parent thereof, with an equitable or proportionate adjustment as to the number and kind of securities and, if appropriate, the per unit Base Value, as such parties shall agree in their sole discretion (after taking into account any acceleration as determined by the Committee in its sole discretion). In connection with any Sale of the Company in which all of the consideration is cash, the parties to any such Sale of the Company may also provide that some or all outstanding Unit Appreciation Rights that would otherwise not be fully vested and exercisable (or deemed exercised in connection with such Sale of the Company) in full after giving effect to the Sale of the Company will be converted into the right to receive the consideration payable to holders of Units in the Sale of the Company (net of the applicable Base Value), subject to any remaining vesting provisions relating to such Unit Appreciation Rights and the other terms and conditions of the Sale of the Company (such as indemnification obligations and purchase price adjustments) to the extent provided by the parties and the further provisions set forth in Section (ii) below.

(ii) Notwithstanding anything to the contrary herein, unless otherwise provided by the Committee in an Award Agreement or otherwise, immediately prior to such Sale of the Company, any Unit Appreciation Rights that are vested (or that shall become vested in connection with such Sale of the Company) shall be deemed exercised by all applicable Participants and shall terminate upon the effective time of such Sale of the Company, and the applicable Participants shall be eligible to receive an amount per vested Unit Appreciation Right so exercised equal to the positive difference (if any) between (A) the Fair Market Value as determined by the Committee of the consideration payable, or otherwise to be received by unitholders, per Unit pursuant to such Sale of the Company and (B) the Base Value of such Unit Appreciation Right, subject to the other terms and conditions of the Sale of the Company (such as indemnification obligations, escrows, holdbacks, earnouts and purchase price adjustments) to the extent provided by the parties.

SECTION 4. ELIGIBILITY

Participants under the Plan will be such Consultants of the Company and any Subsidiary who are resident or incorporated in Canada and who are selected from time to time by the Committee in its sole discretion.

SECTION 5. UNIT APPRECIATION RIGHTS

(b) Terms of Unit Appreciation Rights. The Committee in its discretion may grant Unit Appreciation Rights to those Consultants who meet the eligibility requirements of Section 4. Unit Appreciation Rights shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable.

(i) Base Value. The Base Value per Unit Appreciation Right shall be determined by the Committee at the time of grant but shall not be less than 100 percent of the Fair Market Value of a Unit on the Grant Date.

(iii) Exercisability and Vesting. Unit Appreciation Rights shall become exercisable and/or vested at such time or times, whether or not in installments, as shall be determined by the Committee at or after the Grant Date. Unless otherwise determined by the Committee in its sole discretion, Unit Appreciation Rights shall not be exercisable prior to vesting, and vested Unit Appreciation Rights shall not be exercisable prior to a Sale of the Company (in which event they shall be deemed exercised, to the extent vested, in accordance with Section 3(c)(ii), above) or the Company’s Initial Public Offering. The Committee, in its sole discretion and, subject to compliance with Section 409A, may elect to accelerate the exercisability of any Unit Appreciation Rights and/or deem any such Unit Appreciation Right to be exercised in connection with an Initial Public Offering, in connection with a termination of the Participant’s Service Relationship or in connection with any other event.

SECTION 6. TRANSFER RESTRICTIONS

(a) Restrictions on Transfer of Unit Appreciation Rights. A Participant’s rights in an interest under the Plan or with respect to any Unit Appreciation Right may not be sold, assigned or otherwise transferred, otherwise than: (i) in the case of a Participant who is an individual, by a will or by the laws of succession in the event of the Participant’s death; or (ii) in the case of a Participant that is a corporation, its successors by law; and in such circumstances, all obligations, limitations and restrictions under the Plan and the applicable Award Agreement shall apply to any Person who obtains any interest in an Award as a “Participant” under such will or laws (as applicable).

(c) Lockup Provision. If requested by the Company, a Participant shall not sell or otherwise transfer or dispose of any Units (including, without limitation, pursuant to Rule 144 under the Securities Act) held by the Participant for such period following the effective date of a public offering by the Company of its equity securities as the Company shall specify reasonably and in good faith. If requested by the underwriter engaged by the Company, each Participant shall execute a separate letter confirming agreement to comply with this Section.

SECTION 7. INCOME TAX MATTERS

(a) Compliance with Income Tax Requirements. In taking any action hereunder, or in relation to any rights hereunder, the Company and each Participant shall comply with all provisions and requirements of any income tax legislation or regulations of any jurisdiction which may be applicable to the Company or Participant, as the case may be.

(b) Tax Withholdings. The Company and, if applicable, any Subsidiary may withhold, or cause to be withheld, and deduct, or cause to be deducted, from any payment or distribution made to a Participant (or a Participant’s legal representative) under any Unit Appreciation Rights, Award Agreements or the Plan, or any other amount payable to a Participant, a sufficient amount to cover withholding of any and all taxes and other source deductions or other amounts required to be withheld by any Canadian or foreign federal, provincial, state or local taxing authority. The Company and, if applicable, any Subsidiary may satisfy such deduction and withholding obligations by withholding from Units to be issued pursuant to an Award a number of Units having an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy such deduction and withholding obligation.

(c) Payment to the Company. If the Committee so determines, the Company shall have the right to require, prior to making any payment under any Unit Appreciation Rights granted under this Plan of, if applicable, otherwise under this Plan, payment by the Participant of the excess of any applicable Canadian or foreign federal, provincial, state, local or other taxes over any amounts withheld by the Company or any Subsidiary, in order to satisfy the tax obligations in respect of any payment under any Unit Appreciation Rights granted under this Plan, or if applicable, otherwise under this Plan.

(d) Adoption of Rules. The Company may adopt and apply such rules and requirements and may take such other action as the Committee may consider necessary, desirable or advisable to enable the Company and the Subsidiaries and, if applicable, any third party service provider (and their agents and nominees) and any Participant (and the Participant’s legal representative) to comply with all federal, provincial, foreign, state or local laws and obligations relating to the withholding of tax or other levies and pay or satisfy obligations relating to the withholding or other tax obligations in relation to Unit Appreciation Rights, or any payments contemplated or to be made under this Plan, an Award Agreement or a Unit Appreciation Right.

(e) Responsibility for Taxes.

(i) Each Participant (or the Participant’s legal representatives) shall bear any and all income or other tax imposed in respect of the Unit Appreciation Rights under this Plan or on amounts paid or distributed to the Participant (or the Participant’s legal representative) under any Unit Appreciation Rights granted under this Plan, or if applicable, otherwise under this Plan. Each Participant (or the Participant’s legal representatives) shall be responsible for reporting and paying all income and other taxes applicable to or payable in respect of Unit Appreciation Rights granted to the Participant.

(ii) Notwithstanding any other provision of this Plan or any Award Agreement, the Company and any Subsidiary shall not assume any responsibility for the income or other tax consequences for Participants in respect of this Plan or Unit Appreciation Rights granted under this Plan or in respect of amounts paid or distributed to any Participant (or the Participant’s legal representatives) under any Unit Appreciation Rights granted under this Plan or, if applicable, otherwise under this Plan.

(f) No Representation or Warranty. The Company makes no representation or warranty as to the future market value of the Units issued in accordance with the provisions of this Plan or to the effect of the ITA or any other taxing statute governing the Unit Appreciation Rights or the Units issuable thereunder or the tax consequences to a Participant.

SECTION 8. AMENDMENTS AND TERMINATION

SECTION 9. STATUS OF PLAN

SECTION 10. SECTION 409A

SECTION 11. GENERAL PROVISIONS

(b) No Service Relationship Rights. The adoption of the Plan and the grant of Unit Appreciation Rights do not confer upon any Person any right to a continued Service Relationship with the Company or any Subsidiary.

(f) Currency. Unless otherwise stated all references to currency herein and in any Award Agreement refer to United States dollars. In the event any amounts need to be calculated into Canadian dollars, the Bank of Canada noon rate on such date shall be used to calculate the Canadian dollar equivalent.

SECTION 12. EFFECTIVE DATE OF PLAN

The Plan shall become effective upon adoption by the Board. No Unit Appreciation Rights may be awarded hereunder after the tenth anniversary of the date the Plan is adopted by the Board.

SECTION 13. GOVERNING LAW

This Plan, all Unit Appreciation Rights and related Award Agreements will be interpreted and construed in accordance with the laws of the State of Missouri without regard to conflict of law principles that would result in the application of any law other than the law of the State of Missouri. Any disputes will be resolved in accordance with the Dispute Resolution provisions contained in the applicable Award Agreement.

DATE ADOPTED BY THE BOARD OF MANAGERS: JUNE 22, 2016

LIVE LEARNING TECHNOLOGIES, LLC

AMENDMENT TO THE

2016 CANADIAN UNIT APPRECIATION RIGHTS PLAN

The 2016 Canadian Unit Appreciation Rights Plan (the “Plan”) is hereby amended as follows:

1. The definition of “Initial Public Offering” is hereby amended and restated in its entirety as follows:

2. A new Section 3(d) of the Plan is hereby added following Section 3(c) as follows:

ADOPTED BY BOARD OF DIRECTORS: January 28^th, 2021