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
