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”).
ContractWarrant Agreement • February 21st, 2014 • 2U, Inc. • 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.
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.”
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.”
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
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.
ContractWarrant Agreement • February 21st, 2014 • 2U, Inc. • 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.
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...Revolving Credit 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”).
