2U, Inc. Contracts & Agreements

Summary of Non-Employee Director Compensation (Filed With SEC on August 9, 2024)

Form of Retention Bonus and Clawback Agreement (Filed With SEC on April 4, 2024)

Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan (Filed With SEC on March 6, 2024)

Description of Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on March 6, 2024)

Separation, Consulting and Release Agreement, dated as of January 3, 2024, by and between 2U, Inc. and Harsha Mokkarala (Filed With SEC on January 3, 2024)

Offer Letter, dated January 3, 2024, between Aaron McCullough and 2U, Inc (Filed With SEC on January 3, 2024)

Offer Letter, dated January 3, 2024, between Andrew Hermalyn and 2U, Inc (Filed With SEC on January 3, 2024)

Separation, Consulting and Release Agreement, dated November 16, 2023, between Christopher J. Paucek and 2U, Inc (Filed With SEC on November 17, 2023)

Employment Letter Agreement, dated November 16, 2023, between Matthew J. Norden and 2U, Inc (Filed With SEC on November 17, 2023)

Employment Letter Agreement, dated November 16, 2023, between Paul S. Lalljie and 2U, Inc (Filed With SEC on November 17, 2023)

Summary of Non-Employee Director Compensation (Filed With SEC on August 8, 2023)

Description of Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 21, 2023)

Indenture, dated as of January 11, 2023, between 2U, Inc. and Wilmington Trust, National Association (Filed With SEC on January 13, 2023)

Form of 4.50% Senior Unsecured Convertible Notes due 2030 (included as Exhibit A to Exhibit 4.1) (Filed With SEC on January 13, 2023)

Separation, Consulting and Release Agreement, dated as of July 27, 2022, by and between 2U, Inc. and Mark Chernis (Filed With SEC on July 28, 2022)

Separation, Consulting and Release Agreement, dated as of April 15, 2022, by and between 2U, Inc. and John Ellis (Filed With SEC on April 15, 2022)

Amendment No. 1 to Membership Interest Purchase Agreement, dated as of November 16, 2021, by and between 2U, Inc. and edX Inc (Filed With SEC on March 1, 2022)

Separation, Consulting and Release Agreement, dated as of November 10, 2021, by and between 2U, Inc. and James Kenigsberg (Filed With SEC on November 12, 2021)

First Amendment to Term Loan Credit and Guaranty Agreement (Filed With SEC on November 9, 2021)

Joinder Agreement (Filed With SEC on November 9, 2021)

Amended and Restated 2014 Equity Incentive Plan (Filed With SEC on November 9, 2021)

Summary of Non-Employee Director Compensation (Filed With SEC on July 29, 2021)

Membership Interest Purchase Agreement, dated as of June 28, 2021, by and among 2U, Inc., edX Inc. and Circuit Sub LLC (Filed With SEC on June 29, 2021)

Term Loan Credit and Guaranty Agreement, dated June 28, 2021, by and among 2U, Inc., the subsidiaries of the Company party thereto as guarantors, Alter Domus (US) LLC, as... (Filed With SEC on June 29, 2021)

Form of Restricted Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan (Filed With SEC on April 28, 2021)

Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan (Filed With SEC on April 28, 2021)

Underwriting Agreement, dated as of August 5, 2020, between 2U, Inc. and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (Filed With SEC on August 10, 2020)

Additional Call Option Confirmation, dated as of April 29, 2020, between 2U, Inc. and Citibank, N.A (Filed With SEC on May 1, 2020)

Additional Call Option Confirmation, dated as of April 29, 2020, between 2U, Inc. and Credit Suisse Capital LLC (Filed With SEC on May 1, 2020)

Additional Call Option Confirmation, dated as of April 29, 2020, between 2U, Inc. and Morgan Stanley & Co. LLC (Filed With SEC on May 1, 2020)

First Amendment to the 2U, Inc. Severance Pay and Change in Control Plan (Filed With SEC on April 30, 2020)

Base Call Option Confirmation, dated as of April 20, 2020, between 2U, Inc. and Credit Suisse Capital LLC (Filed With SEC on April 27, 2020)

Base Call Option Confirmation, dated as of April 20, 2020, between 2U, Inc. and Morgan Stanley & Co. LLC (Filed With SEC on April 27, 2020)

Indenture, dated as of April 23, 2020, between 2U, Inc. and Wilmington Trust, National Association (Filed With SEC on April 27, 2020)

Base Call Option Confirmation, dated as of April 20, 2020 between 2U, Inc. and Citibank, N.A (Filed With SEC on April 27, 2020)

Description of Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 28, 2020)

Form of Restricted Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan (Filed With SEC on February 28, 2020)

Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan (Filed With SEC on February 28, 2020)

First Amendment to Credit Agreement, by and among, 2U, Inc., the Guarantors party thereto, the Lenders party thereto and Owl Rock Capital Corporation, as administrative agent (Filed With SEC on February 28, 2020)

2U, Inc. Severance Pay and Change in Control Plan (Filed With SEC on February 21, 2020)

Amended and Restated 2014 Equity Incentive Plan Restricted Stock Unit Award Agreement (Filed With SEC on November 12, 2019)

Separation and Transition Agreement, dated October 17, 2019, between Catherine A. Graham and 2U, Inc (Filed With SEC on October 23, 2019)

Offer Letter, dated October 10, 2019, between Paul S. Lalljie and 2U, Inc (Filed With SEC on October 16, 2019)

Employee Intellectual Property, Non-Competition, and Non-Solicitation Agreement, dated October 10, 2019, between Paul S. Lalljie and 2U, Inc (Filed With SEC on October 16, 2019)

Summary of Non-Employee Director Compensation (Filed With SEC on July 30, 2019)

Amended and Restated 2014 Equity Incentive Plan (Filed With SEC on August 2, 2018)

Form of Option Agreement under Amended and Restated 2014 Equity Incentive Plan (Filed With SEC on August 2, 2018)

Form of RSU Agreement under Amended and Restated 2014 Equity Incentive Plan (Filed With SEC on August 2, 2018)

Offer letter agreement, dated as of May 20, 2018, between Mark Chernis and 2U, Inc (Filed With SEC on August 2, 2018)

Underwriting Agreement, dated May 22, 2018, by and between the Company and the several underwriters named therein for whom Goldman Sachs & Co. LLC and Credit Suisse Securities... (Filed With SEC on May 25, 2018)

Office Lease, by and between SRI Ten DCC LCC and 2U, Inc., dated May 11, 2016 (Filed With SEC on February 27, 2018)

Underwriting Agreement, dated September 6, 2017, by and among the Company, the Selling Stockholder, and the several underwriters named therein for whom Goldman Sachs & Co. LLC and... (Filed With SEC on September 11, 2017)

AMENDMENT TO MASTER SERVICES AGREEMENT (Filed With SEC on March 10, 2016)

2U, Inc. Common Stock, par value $0.001 per share Underwriting Agreement (Filed With SEC on September 30, 2015)

Summary of Non-Employee Director Compensation (Filed With SEC on May 12, 2014)

2U, Inc. Common Stock, par value $0.001 per share Underwriting Agreement (Filed With SEC on March 24, 2014)

2U, Inc. Common Stock, par value $0.001 per share Underwriting Agreement (Filed With SEC on March 17, 2014)

CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, WORK FOR HIRE, NONCOMPETE AND NO SOLICIT/NO HIRE AGREEMENT (Filed With SEC on March 17, 2014)

2U, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2014 EQUITY INCENTIVE PLAN) (Filed With SEC on March 17, 2014)

SECOND ADDENDUM TO THE MASTER SERVICES AGREEMENT ON BEHALF OF THE SCHOOL OF SOCIAL WORK (Filed With SEC on March 17, 2014)

MASTER SERVICES AGREEMENT (Filed With SEC on February 21, 2014)

SERVICES AGREEMENT (Filed With SEC on February 21, 2014)

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2U, Inc. Contracts & Agreements