CREDIT AGREEMENT among 2U, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent Dated as of June 25, 2020 MORGAN STANLEY SENIOR FUNDING, INC....Credit Agreement • July 31st, 2020 • 2U, Inc. • Services-prepackaged software • New York
Underwriting AgreementUnderwriting Agreement • September 11th, 2017 • 2U, Inc. • Services-prepackaged software • New York
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 3,500,000 shares and, at the election of the Underwriters, up to 547,500 additional shares of Common Stock, $0.001 par value (the “Stock”), of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 150,000 shares of Stock. The aggregate of 3,650,000 shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 547,500 additional shares to be sold by the Company are herein called the “Optional Shares”. The Fir
as Trustee INDENTURE Dated as of April 23, 2020 2.25% Convertible Senior Notes due 2025Indenture • April 27th, 2020 • 2U, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of April 23, 2020, between 2U, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
2TOR, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 21st, 2014 • 2U, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is made as of June 19, 2009, by and between 2tor, Inc., a Delaware corporation (the “Company’’), and Philip L. Bronner (“Indemnitee”).
2U, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2020 • 2U, Inc. • Services-prepackaged software • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with 2U, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule II to the Underwriting Agreement (the “Underwriters”), of shares (the “Shares”) of the common stock, $0.001 par value per share, of the Company (the “Common Stock”).
Underwriting AgreementUnderwriting Agreement • May 25th, 2018 • 2U, Inc. • Services-prepackaged software • New York
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. and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of January 11, 2023Indenture • January 13th, 2023 • 2U, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of January 11, 2023, between 2U, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
Contract2U, Inc. • February 21st, 2014 • Services-prepackaged software • California
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.
SEPARATION, CONSULTING AND RELEASE AGREEMENTSeparation, Consulting and Release Agreement • January 3rd, 2024 • 2U, Inc. • Services-prepackaged software • Delaware
This SEPARATION, CONSULTING AND RELEASE AGREEMENT (together with any Exhibits hereto, this “Agreement”) is entered into by and between 2U, Inc. (the “Company”) and Harsha Mokkarala (“Executive” and, together with the Company, the “Parties”), dated as of January 3, 2024.
CREDIT AGREEMENT dated as of May 22, 2019 among 2U, INC., as Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, OWL ROCK CAPITAL CORPORATION, as Administrative Agent and Collateral Agent and OWL ROCK...Credit Agreement • May 22nd, 2019 • 2U, Inc. • Services-prepackaged software • Delaware
This CREDIT AGREEMENT (this “Agreement”), dated as of May 22, 2019, is made among 2U, Inc., a Delaware corporation (the “Borrower”), each of the Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto and Owl Rock Capital Corporation (“Owl Rock”), as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
LEASE AGREEMENT between MPLX-LANDOVER CO LLC and 2TOR, INC.Lease Agreement • February 21st, 2014 • 2U, Inc. • Services-prepackaged software
THIS LEASE AGREEMENT is entered into as of the 20 day of June, 2008, between MPLX-LANDOVER CO LLC (hereinafter called “Landlord”), and 2TOR, INC., a Delaware corporation (hereinafter called “Client”), whose address for purposes hereof is in care of the Premises.
MASTER SERVICES AGREEMENTMaster Services Agreement • February 21st, 2014 • 2U, Inc. • Services-prepackaged software • California
AGREEMENT dated April 12, 2010, between University of Southern California, a California nonprofit educational institution (“USC”), on behalf of the professional school set forth in each Addendum annexed hereto (with addresses as set forth therein) (each an “Addendum”), and 2tor, Inc., a Delaware corporation, having an office at Chelsea Piers, Pier 59 West 23rd & Hudson River, Suite 200, New York, NY 10011 (“2tor”). USC and 2tor are referred to collectively in this Agreement as the “parties” and individually as a “party.”
SERVICES AGREEMENTServices Agreement • February 21st, 2014 • 2U, Inc. • Services-prepackaged software • California
AGREEMENT dated October 29, 2008, between University of Southern California, a California nonprofit educational institution (“USC”), on behalf of the USC Rossier School of Education, whose address is Waite Phillips Hall, 3470 Trousdale Parkway, Los Angeles, CA 90089, and 2tor, Inc., a Delaware corporation, having an office at 30 East 23rd Street, New York, NY 10010 (“2tor”). USC and 2tor are referred to collectively in this Agreement as the “parties” and individually as a “party.”
INCENTIVE STOCK OPTION AGREEMENT 2TOR, INC.Incentive Stock Option Agreement • February 21st, 2014 • 2U, Inc. • Services-prepackaged software
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.
2TOR, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 27, 2012Investors’ Rights Agreement • February 21st, 2014 • 2U, Inc. • Services-prepackaged software • New York
This Amended and Restated Investors’ Rights Agreement (this “Agreement”), dated as of March 27, 2012, by and among 2tor, Inc., a Delaware corporation (the “Company”), the holders of Series A Preferred Stock of the Company listed on Schedule 1 hereto (the “Initial Series A Investors”), the holders of Series B Preferred Stock of the Company listed on Schedule 1 hereto (the “Series B Investors”), the holders of Series C Preferred Stock of the Company listed on Schedule 1 hereto (the “Series C Investors”), the purchasers of Series D Preferred Stock of the Company listed on Schedule 1 hereto (the “Series D Investors”), Signal Hill Capital Group LLC and Henry W. Sage (the “Subsequent Series A Investors” and together with the Initial Series A Investors, the Series B Investors, the Series C Investors and the Series D Investors, the “Investors”), John Katzman individually and as custodian for Lyra Katzman and Daniel Katzman, and the Katzman Family 2008 Dynasty Trust, dated December 31, 2008, am
PURCHASE AGREEMENT by and among 2U, INC., and THE PURCHASER (AS DEFINED HEREIN) Dated as of January 9, 2023Purchase Agreement • January 9th, 2023 • 2U, Inc. • Services-prepackaged software • New York
This PURCHASE AGREEMENT (this “Agreement”), dated as of January 9, 2023 is by and among 2U, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), and The Berg Family Trust (the “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
SUBLEASESublease • February 21st, 2014 • 2U, Inc. • Services-prepackaged software • New York
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”).
NON-QUALIFIED STOCK OPTION AGREEMENT 2TOR, INC.Non-Qualified Stock Option Agreement • February 21st, 2014 • 2U, Inc. • Services-prepackaged software
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.
CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, WORK FOR HIRE, NONCOMPETE AND NO SOLICIT/NO HIRE AGREEMENT2U, Inc. • March 17th, 2014 • Services-prepackaged software • New York
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”).
Contract2U, Inc. • February 21st, 2014 • Services-prepackaged software • California
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.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 28th, 2020 • 2U, Inc. • Services-prepackaged software • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 25, 2020 by and among 2U, Inc., a Delaware corporation (the “Borrower”), each of the Guarantors (as defined in the Credit Agreement, defined below) party hereto, the Lenders (as defined in the Credit Agreement) party hereto, and Owl Rock Capital Corporation, as the Administrative Agent (as defined in the Credit Agreement).
TERM LOAN CREDIT AND GUARANTY AGREEMENT Dated as of June 28, 2021 among 2U, INC., as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors THE LENDERS PARTY HERETO and ALTER DOMUS (US) LLC, as Administrative Agent and Collateral AgentTerm Loan Credit and Guaranty Agreement • June 29th, 2021 • 2U, Inc. • Services-prepackaged software • New York
This TERM LOAN CREDIT AND GUARANTY AGREEMENT, dated as of June 28, 2021 (this “Agreement”), is entered into by and among 2U, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and ALTER DOMUS (US) LLC (“Alter Domus”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”), and as collateral agent (together with its permitted successors in such capacity, the “Collateral Agent”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among 2U, INC., SKYWALKER PURCHASER, LLC, SKYWALKER SUB, INC., TRILOGY EDUCATION SERVICES, INC. and FORTIS ADVISORS LLC Dated as of April 7, 2019Agreement and Plan of Merger and Reorganization • April 8th, 2019 • 2U, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is dated as of April 7, 2019, among 2U, Inc., a Delaware corporation (“Parent”), Skywalker Purchaser, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Purchaser”), Skywalker Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), Trilogy Education Services, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company (the “Stockholder Representative”).
EMPLOYEE INTELLECTUAL PROPERTY, NON-COMPETITION, AND NON-SOLICITATION AGREEMENTNon-Solicitation Agreement • October 16th, 2019 • 2U, Inc. • Services-prepackaged software • Delaware
This Employee Intellectual Property, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is made as of October 14, 2019 (“Effective Date”), by and between 2U, Inc., a Delaware corporation (“2U”), and Paul Lalljie (“Employee”).
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 1st, 2022 • 2U, Inc. • Services-prepackaged software
THIS AMENDMENT NO.1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), dated as of November 16, 2021, is by and between 2U, Inc., a Delaware corporation (“Buyer) and edX Inc., a Massachusetts nonprofit corporation (“Seller). Capitalized terms used but not defined herein have the meanings ascribed to them in the Purchase Agreement (as defined below).
OFFICE LEASE BY AND BETWEEN LANHAM OFFICE 2015 LLC (as landlord) AND 2U HARKINS ROAD LLC (as tenant) 7900 HARKINS ROAD LANHAM, MARYLANDOffice Lease • February 24th, 2017 • 2U, Inc. • Services-prepackaged software • Maryland
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”).
AMENDMENT TO MASTER SERVICES AGREEMENTMaster Services Agreement • March 10th, 2016 • 2U, Inc. • Services-prepackaged software
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”.
RE: Retention Bonus and Claw-Back Agreement2U, Inc. • April 4th, 2024 • Services-prepackaged software
To incentivize you to remain employed with and committed to 2U, Inc. and its subsidiaries (the “Company”), we are offering you a retention bonus of $[AMOUNT] (the “Retention Bonus”) upon the terms set forth in this letter agreement (this “Agreement”). The Retention Bonus is in lieu of, and not in addition to, any annual equity incentive award under the Company’s Amended and Restated 2014 Equity Incentive Plan or any short-term cash incentive award that you may otherwise have received from the Company with respect to the 2024 fiscal year and, by signing and accepting this Agreement, you acknowledge and agree that you waive any rights you may have to any such awards.
SHARE SALE AGREEMENT entered into between GET EDUCATED INTERNATIONAL PROPRIETARY LIMITED (Registration No. 2016/324480/07) andShare Sale Agreement • May 4th, 2017 • 2U, Inc. • Services-prepackaged software
AGREEMENT OF LEASEAgreement • February 24th, 2017 • 2U, Inc. • Services-prepackaged software • New York
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”).
JOINDER AGREEMENTJoinder Agreement • November 9th, 2021 • 2U, Inc. • Services-prepackaged software • New York
JOINDER AGREEMENT, dated as of November 4, 2021 (this “Agreement”), by and among the lenders listed on Exhibit A hereto (each a “2021 New Term Loan Lender” and collectively the “2021 New Term Loan Lenders”), 2U, INC., a Delaware corporation (the “Borrower”) and ALTER DOMUS (US) LLC (“Alter Domus”), as administrative agent (in such capacity, the “Administrative Agent”).
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...Joinder Agreement • February 21st, 2014 • 2U, Inc. • Services-prepackaged software • California
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”).
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, 2016Center • February 27th, 2018 • 2U, Inc. • Services-prepackaged software • Colorado
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”).
SEPARATION AND TRANSITION AGREEMENTSeparation and Transition Agreement • October 23rd, 2019 • 2U, Inc. • Services-prepackaged software • Maryland
This SEPARATION AND TRANSITION AGREEMENT (together with any Exhibits hereto, this “Agreement”) is entered into by and between 2U, Inc. (“2U” or “Company”) and Catherine A. Graham (“Executive” and, together with the Company, the “Parties”) and confirms the agreement that has been reached with Executive in connection with Executive’s departure from the Company. The Company and Executive, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, and intending to be legally bound, hereby agree as follows:
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG 2U, INC., EDX INC., AND CIRCUIT SUB LLC, DATED AS OF JUNE 28, 2021Membership Interest Purchase Agreement • June 29th, 2021 • 2U, Inc. • Services-prepackaged software • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 28, 2021, is by and among 2U, Inc. a Delaware corporation (“Buyer”), edX Inc., a Massachusetts nonprofit corporation (“Seller”, and where the context dictates, all references to Seller shall also be deemed to include the Company (as defined below), including, for the avoidance of doubt, as of the Contribution and for all purposes thereafter including the Closing), and Circuit Sub LLC, a Delaware limited liability company, and a wholly owned subsidiary of Seller (the “Company”).
