2U, Inc. Sample Contracts

2U, Inc. – 2U, Inc. Reports Fourth Quarter and Full-Year 2018 Financial Results Delivers 44% year-over-year growth (February 25th, 2019)

LANHAM, Md. — February 25, 2019 — 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the fourth quarter and full-year ended December 31, 2018.

2U, Inc. – 2U, INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 30, 2014 APPROVED BY THE STOCKHOLDERS: FEBRUARY 11, 2014 EFFECTIVE DATE: FEBRUARY 11, 2014 AMENDED AND RESTATED: JUNE 27, 2018 (August 2nd, 2018)
2U, Inc. – 2U, INC. STOCK OPTION GRANT NOTICE (AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN) (US) (August 2nd, 2018)

2U, Inc. (the “Company”), pursuant to its Amended and Restated 2014 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below (the “Option”).  This Option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (this “Notice”), in the Option Agreement and in the Plan, both of which are attached to this Notice and incorporated in this Notice in their entirety.  Capitalized terms not explicitly defined in this Notice but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement, as applicable.  If there is any conflict between the terms in this Notice or the Option Agreement and the Plan, the terms of the Plan will control.

2U, Inc. – 2U, INC. RESTRICTED STOCK UNIT GRANT NOTICE (AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN) (US) (August 2nd, 2018)

2U, Inc. (the “Company”), pursuant to Section 6(b) of the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restricted Stock Units”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this notice of grant (this “Restricted Stock Unit Grant Notice”) and in the Plan and the Restricted Stock Unit Award Agreement (the “Award Agreement”), both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Award Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan shall control.

2U, Inc. – Underwriting Agreement (May 25th, 2018)

2U, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC are acting as representatives (the “Representatives” or “you”) an aggregate of 3,333,334 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 500,000 additional shares (the “Optional Shares”) of Common Stock, $0.001 par value (the “Stock”), of the Company.  The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

2U, Inc. – DENVER CITY CENTER OFFICE LEASE SRI TEN DCC LLC, A DELAWARE LIMITED LIABILITY COMPANY, LANDLORD AND 2U, INC., A DELAWARE CORPORATION, TENANT DATED AS OF: MAY 11, 2016 (February 27th, 2018)

THIS LEASE is made as of the 11th day of May, 2016, between SRI TEN DCC LLC, a Delaware limited liability company (“Landlord”), and 2U, INC., a Delaware corporation (“Tenant”).

2U, Inc. – 2U, Inc. Reports Fourth Quarter and Full-Year 2017 Financial Results Announces First International Graduate Program with University College London (February 26th, 2018)

LANHAM, MD, February 26, 2018 — 2U, Inc. (Nasdaq: TWOU), today reported financial and operating results for the fourth quarter and full-year ended December 31, 2017.

2U, Inc. – 2U, INC. AMENDED AND RESTATED 2017 EMPLOYEE STOCK PURCHASE PLAN (December 8th, 2017)
2U, Inc. – Underwriting Agreement (September 11th, 2017)
2U, Inc. – ADDENDUM TO THE SHARE SALE AGREEMENT entered into between GET EDUCATED INTERNATIONAL PROPRIETARY LIMITED and (July 3rd, 2017)
2U, Inc. – 2U getsmarter SAFE HARBOR This presentation contains forward-looking statements. All statements other than statements of historical facts contained in this presentation, including statements regarding future results of the operations and financial position of 2U, Inc. (“2U” or the “Company”), including financial targets, business strategy, and plans and objectives for future operations, are forward-looking statements. 2U has based these forward- looking statements largely on its estimates of its financial results and its current expectations and projections about future events and financial tre (May 2nd, 2017)
2U, Inc. – AGREEMENT OF LEASE (February 24th, 2017)

THIS AGREEMENT OF LEASE (“Lease”), is made as of the 13th day of February, 2017 (the “Effective Date”), by and between 55 PROSPECT OWNER LLC, as landlord (“Landlord”), a Delaware liability company, having an office at c/o Kushner Companies, 666 Fifth Avenue, 15th Floor, New York, New York 10103 and 2U NYC, LLC,, a Delaware limited liability company, having its office at 8201 Corporate Drive, Suite 900, Landover, MD 20785 (“Tenant”).

2U, Inc. – OFFICE LEASE BY AND BETWEEN LANHAM OFFICE 2015 LLC (as landlord) AND 2U HARKINS ROAD LLC (as tenant) 7900 HARKINS ROAD LANHAM, MARYLAND (February 24th, 2017)

THIS OFFICE LEASE (this “Lease”) is dated as of the 23rd day of December, 2015 (the “Effective Date”), by and between LANHAM OFFICE 2015 LLC, a Delaware limited liability company (“Landlord”), and 2U HARKINS ROAD LLC, a Delaware limited liability company (“Tenant”).

2U, Inc. – 2U, Inc. Reports Fourth-Quarter and Full-Year 2016 Financial Results (February 23rd, 2017)

· Full-Year Net Loss Margin Improvement of Eight Percentage Points, Year Over Year · Full-Year Adjusted EBITDA Margin Improvement of Seven Percentage Points, Year Over Year · 2016 was 2U’s First Adjusted EBITDA Profitable Year

2U, Inc. – AMENDMENT TO MASTER SERVICES AGREEMENT (March 10th, 2016)

This Amendment to the Master Services Agreement (this “Amendment”) is entered into by and between the University of Southern California, a California nonprofit educational institution (“USC”), on behalf of its School of Social Work (the “School”), and 2U, Inc. (f/k/a 2tor, Inc.), a Delaware corporation (“2U”), on November 5, 2015 (the “Amendment Effective Date”), and amends (i) the MSA (as defined below), (ii) the Addenda (as defined below), and (iii) the SOWK Letter Agreement (as defined below).  USC and 2U are referred to collectively in this Amendment as the “parties” and individually as a “party”.

2U, Inc. – Q4 2015 In vestor Presen ta2on 2U 1 Safe Harbor This presenta2on contains forward-­‐looking statements. All statements other than statements of historical facts contained in this presenta2on, including statements regarding future results of the opera2ons and financial posi2on of 2U, Inc. (“2U” or the “Company”), including financial targets, business strategy, and plans and objec2ves for future opera2ons, are forward-­‐looking statements. 2U has based these forward-­‐looking statements largely on its es2mates of its financial results and its current expecta2ons and projec2ons about future events a (November 10th, 2015)
2U, Inc. – 2U Announces 10-Year Contract Extension with USC School of Social Work Contract now ends in 2030 (November 9th, 2015)

LANDOVER, Md., Nov. 9, 2015 /PRNewswire/ — 2U, Inc. (NASDAQ: TWOU) — 2U announced today that it has extended its contract with the University of Southern California (USC) School of Social Work by an additional 10 years. This contract for the Master of Social Work now extends to 2030. In addition, this new arrangement also extends the recently announced Master of Science in Nursing program to 2030.

2U, Inc. – Underwriting Agreement (September 30th, 2015)
2U, Inc. – 2U, Inc. Reports Third Quarter 2014 Financial Results Revenue up 39 percent and Adjusted EBITDA up 60 percent over third quarter of 2013 (November 4th, 2014)

LANDOVER, Md., November 4, 2014 — 2U, Inc. (NASDAQ: TWOU), a leading provider of cloud-based software-as-a-service solutions for leading nonprofit colleges and universities to deliver their high-quality degree programs online, today reported financial and operating results for the quarter ended September 30, 2014.

2U, Inc. – 2U, Inc. Reports Second Quarter 2014 Financial Results Revenue up 32% over second quarter of 2013 (August 6th, 2014)

LANDOVER, Md., August 6, 2014 — 2U, Inc. (NASDAQ: TWOU), a leading provider of cloud-based software-as-a-service solutions for leading nonprofit colleges and universities to deliver their high-quality degree programs online, today reported financial and operating results for the three months ended June 30, 2014.

2U, Inc. – THIRD AMENDED AND RESTATED BYLAWS OF 2U, INC. (A DELAWARE CORPORATION) April 2, 2014 (April 4th, 2014)
2U, Inc. – 2U, INC. SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (April 4th, 2014)
2U, Inc. – Underwriting Agreement (March 24th, 2014)
2U, Inc. – SECOND ADDENDUM TO THE MASTER SERVICES AGREEMENT ON BEHALF OF THE SCHOOL OF SOCIAL WORK (March 17th, 2014)

This Second Addendum to the Master Services Agreement on behalf of the School of Social Work (“Second Addendum”) is entered into by and between the University of Southern California, a California nonprofit educational institution (“USC”), on behalf of its School of Social Work, and 2U, Inc. (f/k/a 2tor, Inc.), a Delaware corporation (“2U”), on March 14, 2014 (“Second Addendum Effective Date”).  USC and 2U are referred to collectively in this Second Addendum as the “parties” and individually as a “party.”  The parties agree that capitalized terms not defined herein shall have the respective meanings ascribed to such terms in the MSA (each as defined below).

2U, Inc. – 2U, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2014 EQUITY INCENTIVE PLAN) (March 17th, 2014)

2U, Inc. (the “Company”), pursuant to Section 6(b) of the Company’s 2014 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restricted Stock Units”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this notice of grant (this “Restricted Stock Unit Grant Notice”) and in the Plan and the Restricted Stock Unit Award Agreement (the “Award Agreement”), both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Award Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan shall control.

2U, Inc. – CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, WORK FOR HIRE, NONCOMPETE AND NO SOLICIT/NO HIRE AGREEMENT (March 17th, 2014)

This Confidential Information, Invention Assignment, Work For Hire, NonCompete and No Solicit/No Hire Agreement (“Agreement”) is made as of February 28, 2009 (the “Effective Date”) by and between 2tor, Inc., with its primary corporate office located at 30 East 23rd Street, 12th Floor, New York, NY 10010 (“2tor”), and Chip Paucek (“Employee”).

2U, Inc. – Underwriting Agreement (March 17th, 2014)
2U, Inc. – THIS CERTIFIES THAT IS THE OWNER OF SECRETARY FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE PER SHARE, OF COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (Brooklyn, NY) TRANSFER AGENT AND REGISTRAR By: AUTHORIZED SIGNATURE 2U, INC. Dated: SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 90214J 10 1 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE transferable on the books of the Corporation by the holder hereof in person or by duly authorized Attorney, upon surrender of this Certificate, properly endorsed. This Certificate is not valid until (March 17th, 2014)
2U, Inc. – CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, WORK FOR HIRE, NONCOMPETE AND NO SOLICIT/NO HIRE AGREEMENT (March 17th, 2014)

This Confidential Information, Invention Assignment, Work For Hire, NonCompete and No Solicit/No Hire Agreement (“Agreement”) is made as of February 28, 2009 (the “Effective Date”) by and between 2tor, Inc., with its primary corporate office located at 30 East 23rd Street, 12th Floor, New York, NY 10010 (“2tor”), and Robert Cohen (“Employee”).

2U, Inc. – 2U, INC. SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (March 17th, 2014)
2U, Inc. – INCENTIVE STOCK OPTION AGREEMENT 2TOR, INC. (February 21st, 2014)

Option price per share:  The option price shall be the fair market value per share (“FMV”) on the date of the grant as determined by the Company in accordance with Section 14 below.

2U, Inc. – Contract (February 21st, 2014)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

2U, Inc. – SUBLEASE (February 21st, 2014)

SUBLEASE (“Sublease”) dated as of November 16, 2011 between 2TOR, INC., a Delaware corporation having an office at Suite 6024, Pier 60, Chelsea Piers, New York, NY 10011 (“Sublandlord”), and NOODLE EDUCATION, INC., a New York corporation having an address at Pier 59, Chelsea Piers, New York, NY 10011 (“Subtenant”).

2U, Inc. – 2U, INC. AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 31, 2013 COMERICA BANK AS ADMINISTRATIVE AGENT, SOLE LEAD ARRANGER AND SOLE BOOKRUNNER Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (February 21st, 2014)

This Amended and Restated Revolving Credit Agreement (“Agreement”) is made as of the 31st day of December, 2013, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as the Administrative Agent for the Lenders (in such capacity, the “Agent”), Sole Lead Arranger and Sole Bookrunner, and 2U, Inc. (“Borrower”).

2U, Inc. – NON-QUALIFIED STOCK OPTION AGREEMENT 2TOR, INC. (February 21st, 2014)

Option price per share:  The option price shall be the fair market value per share (“FMV”) on the date of the grant as determined by the Company in accordance with Section 14 below.