Underwriting AgreementUnderwriting Agreement • March 17th, 2014 • 2U, Inc. • Services-prepackaged software • New York
2U, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are acting as representatives (the “Representatives” or “you”) an aggregate of [·] shares and, at the election of the Underwriters, up to [·] 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 [·] shares and, at the election of the Underwriters, up to [·] additional shares of Stock. The aggregate of [·] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [·] additional shares to be sold by the Company and the Selling Stockholders is her
CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, WORK FOR HIRE, NONCOMPETE AND NO SOLICIT/NO HIRE AGREEMENTConfidentiality Agreement • March 17th, 2014 • 2U, Inc. • 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”).
SECOND ADDENDUM TO THE MASTER SERVICES AGREEMENT ON BEHALF OF THE SCHOOL OF SOCIAL WORKMaster Services Agreement • March 17th, 2014 • 2U, Inc. • Services-prepackaged software
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).
