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”).
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”).
